UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 20-F

(Mark One)

¨REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

 

xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year endedDecember 31, 20152016

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                    to                    

OR

 

¨SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report                    to                    

Commission file number 001-14928

Santander UK plc

(Exact name of Registrant as specified in its charter)

England

(Jurisdiction of incorporation or organization)

2 Triton Square, Regent’s Place, London NW1 3AN, England

(Address of principal executive offices)

Julian Curtis

2 Triton Square, Regent’s Place, London NW1 3AN, England

Tel +44 (0) 870 607 6000

Fax +44 (0) 20 7756 5628

(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

4.000% Notes due April 27, 2016, issued by Abbey National Treasury Services plc *New York Stock Exchange
1.375% Notes due March 13, 2017, issued by Abbey National Treasury Services plc *  New York Stock Exchange
Floating Rate Notes due March 13, 2017, issued by Abbey National Treasury Services plc *  New York Stock Exchange
1.650% Notes due September 29, 2017, issued by Abbey National Treasury Services plc *  New York Stock Exchange
Floating Rate Notes due September 29, 2017, issued by Abbey National Treasury Services plc *  New York Stock Exchange
3.050% Notes due August 23, 2018, issued by Abbey National Treasury Services plc *  New York Stock Exchange
Floating Rate Notes due August 24, 2018, issued by Abbey National Treasury Services plc *  New York Stock Exchange
2.000% Notes due August 24, 2018, issued by Abbey National Treasury Services plc*plc *New York Stock Exchange
2.500% Notes due March 14, 2019, issued by Abbey National Treasury Services plc *New York Stock Exchange
Floating Rate Notes due March 14, 2019, issued by Abbey National Treasury Services plc *  New York Stock Exchange
2.350% Notes due September 10, 2019, issued by Abbey National Treasury Services plc *  New York Stock Exchange
2.375% Notes due March 16, 2020, issued by Abbey National Treasury Services plc *  New York Stock Exchange
4.000% Notes due March 13, 2024, issued by Abbey National Treasury Services plc *  New York Stock Exchange

 

*GuaranteedFrom June 1, 2016 Santander UK plc became the issuer in respect of the outstanding notes issued by Abbey National Treasury Services plc under its US SEC registered debt shelf. All notes transferred to Santander UK plc by Abbey National Treasury Services plc under its US SEC registered debt shelf and all notes issued by Santander UK plc in the future under its US SEC registered debt shelf will be the sole liability of Santander UK plc and are not guaranteed by any other entity.

Securities registered or to be registered pursuant to Section 12 (g) of the Act.

None

Securities registered or to be registered pursuant to Section 15 (d) of the Act.

7.95% Term Subordinated Securities due October 26, 2029

Subordinated Guarantee by Santander UK plc (as successor in interest to Abbey National plc) of the 8.963%Non-Cumulative Perpetual Preferred Limited Partnership Interests issued by Abbey National Capital LP I

Subordinated Guarantee by Santander UK plc (as successor in interest to Abbey National plc) of the 8.963%Non-Cumulative Trust Preferred Securities issued by Abbey National Capital Trust I

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.

 

Ordinary shares of nominal value of £0.10 each*  31,051,768,866
10 3/8%Non-cumulative Preference Shares of nominal value of £1 each  200,000,000
8 5/8%Non-cumulative Preference Shares of nominal value of £1 each  125,000,000
Series A Fixed/Floating RateNon-cumulative Preference Shares of nominal value of £1,000£1000 each  13,79713,780

 

*All of the issued and outstanding ordinary shares of Santander UK plc are held by Santander UK Group Holdings plc.

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.    Yes  ¨    No  x

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ¨  Accelerated filer  ¨  Non-accelerated filer  x

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

¨  U.S. GAAP  x  International Financial Reporting Standards as issued by the International Accounting Standards Board  ¨  Other

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.    Item 17  ¨    Item 18  ¨

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

 

 

 


20152016 Annual Report

 

 

 

 

Santander UK plc

PART OF THE SANTANDER GROUP


 

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Santander UK plc

Annual Report 20152016

 

12    Strategic report

 

    

 

54    Financial review

 

    

 

3532    Risk review

 

    

 

161129          Governance

 

    

 

198      130Directors

135Corporate governance report

152Directors’ Remuneration report

160Directors’ report

166    Financial statements

 

    

 

199167    Report of Independent Registered Public Accounting FirmAuditor’s report

 

    

 

202173    Primary Financial Statements

 

    

 

209180    Notes to the Financial Statements

 

    

 

299268    Shareholder information

 

    

 

300Risk factors

321Contact and other information

322269    Subsidiaries, joint ventures and associates

 

    

 

325Glossary

330272    Forward-looking statements

 

    

 

331273    Selected financial data

 

    

 

334275    Other information for US investors

 

276

Risk factors

    

 

335299    Risk elements in the loan portfolio

 

    

 

338302    Taxation for US investors

 

    

 

338Share information

339303    Articles of Association

 

    

 

340304    ITRAIran Threat Reduction and Syria Human Rights Act (ITRA)

 

    

 

341305    NYSENew York Stock Exchange (NYSE) Corporate Governance

 

    

 

342306    Cross referenceGlossary

311Contact and other information

312Cross-reference to Form 20-F

 

    

 

Important information for readers

Santander UK plc and its subsidiaries (collectively Santander UK or the Santander UK group) operate primarily in the UK, and are part of Banco Santander (comprising Banco Santander SA and its subsidiaries). Santander UK plc is regulated by the UK Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA) and certain other companies within the Santander UK group are regulated by the FCA.

This Annual Report contains forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in such forward-looking statements. See ‘Forward-looking statements’Forward-looking statements on page 330.272.

None of the websites referred to in this Annual Report on Form 20-F for the year ended 31 December 2016 (the Form 20-F), including where a link is provided, nor any of the information contained on such websites is incorporated by reference in the Form 20-F.

Santander UK plc    1


    

Annual Report 2016

Strategic report

 report

 

 

Strategic report

Santander UK plc (the Company and together with its subsidiaries, Santander UK or the Santander UK group) is required to set out in this report a fair review of its business and a description of its principal risks and uncertainties, including a balanced and comprehensive analysis of the development and performance of the business in the year and of its position at the end of the year. This information can be found below and in the following sections of this Annual Report, which are incorporated into and form part of this Strategic report.

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 (for which see page 193)160), the Strategic report and the Remuneration report. Under English law the Directors would be liable to the company, but not to any third party, if one or more of these reports contained errors as a result of recklessness or knowing misstatement or dishonest concealment of a material fact, but would otherwise not be liable. Pages 193160 to 196164 inclusive comprise the Directors’ Report, pages 12 to 43 inclusive comprise the Strategic report and pages 186152 to 192155 inclusive comprise the Remuneration report, each of which have been drawn up and presented in accordance with and in reliance upon English company law and the liabilities of the Directors in connection with these reports shall be subject to the limitations and restrictions provided by such law.

The Directors, in preparing this Strategic report, have complied with s414Csection 414C of the Companies Act 2006.

Chair’s statementPrincipal activities and business review

My first ten months as Chair have affirmed my view that Santander UK is true in its intent to be a bank that is Simple, Personal and Fair but is not complacent about the effort and length of the endeavour.Who we are

UK banks need to continue their transformation, focusing more on the needs of people and businesses in the real economy and regaining the trust of customers, investors, regulators, policy makers and the wider public. The UK cannot claim to be a leading global financial centre until it provides its own economy with world-class service.

Santander UK can play a key role in this transformation through its unique position as the only full-service ‘scale challenger’. We have greater reach, high street presence and brand recognition than niche players whilst our market position relative to the ‘big four’ ensures we maintain our incentive to win the loyalty of customers and challenge the incumbents’ ways of doing business. We have demonstrated this, for example, by launching innovative products such as the 1I2I3 World Current Account and our unique international trade proposition which provides the only UK bank export scheme targeted at SMEs. We have sustained our position in the highly competitive mortgage market from our building society heritage, but in other segments Santander UK is still a challenger bank. We have the need and ability to innovate and compete and that is integral to our approach in improving the way we serve our customers.

Transformation on multiple fronts

I do not underestimate the significant challenges our people and systems face in simultaneous implementation on multiple fronts. This ranges from regulatory changes to our balance sheet and operations, to ‘ring-fencing’ our business into a Retail Bank for personal and small business customers, and a unique dedicated Corporate Bank for our business customers from SMEs to the FTSE 100. It includes embedding cultural change, deepening our relationships with customers, innovating and delivering the very best digital banking services. All this needs to be done while ensuring we remain profitable in a persistent low interest rate environment, manage risk effectively in unpredictable markets and a highly uncertain world and continue to win competitive market share.

I am very confident in the ability of Nathan Bostock, our CEO, to deliver his 3-year strategy and lead this multiple transformation with his senior executives and our dedicated and committed employees. He has been left a strong legacy by Ana Botín from her time as CEO. Her continued presence on the Santander UK Board as a Banco Santander-nominated Non-Executive Director demonstrates the strength we gain from the strategic and operational resources of our shareholder.

Embedding the behaviours that underpin our culture

One of the most important programmes we initiated was defining the set of behaviours that underpins the culture we want. It has been an extraordinary task that has taken the senior executives across the country to engage directly with almost 2,000 of our people. Together, they have defined and articulated the behaviourstheyhave said embody our values of Simple, Personal and Fair. We are starting to embed these behaviours in how we operate every daya large retail and this has been a great example of the collaborative and inclusive leadership for which I commend Nathan.

Embracing digital opportunities

In the last few years, the way our customers use digital technology in their daily lives has changed at a significant pace. More than two thirds of British adults own a smartphone and use it more than any other device to access the internet. Our customers quite rightly expect to be able to deal with theircommercial bank through their channel of choice. We have looked ahead to 2025 to begin to put together a strategy, discussed regularly by the Board, which starts with a vision of enabling customers to do their banking in the way that is most convenient for them. Recent examples of our drive to provide innovative and customer-oriented solutions are our new mobile banking app, Spendlytics, our early adoption of Apple Pay and our active involvement in Banco Santander’s InnoVentures Fin-Tech fund.

Board changes

I would like to pay tribute to my predecessor Lord Burns for his strategic leadership and judgement over 14 years that saw the creation of Santander UK and its safe steerage through the financial crisis. I am personally very grateful for the enormous support and advice he has provided me during and since the period of transition. 2015 has been a year of significant transformation of the Board. Three longstanding Non-Executive Directors, José María Carballo, Rosemary Thorne and Roy Brown, retired from the Board each having completed over or close to nine years’ service. In addition, Antonio Escámez and Mike Amato stood down with effect from 31 December 2015. As José María Fuster leaves his Banco Santander executive role, he will no longer be a Banco Santander nominated Non-Executive Director in the UK as of 1 April 2016. I would like to thank the out-going Non-Executive Directors for their commitment and dedication through formative and challenging times.

I would also like to thank the two Executive Directors who left us during 2015, Steve Pateman, responsible for UK Banking and Stephen Jones, Chief Financial Officer, for their significant contribution to our successes.

Four new Independent Non-Executive Directors were appointed: Chris Jones and Genevieve Shore joined the Board in March 2015. Chris is our designated financial expert and Chair of Board Audit Committee. Ed Giera joined the Board in August 2015 and Annemarie Durbin in January 2016. Ed took over as the Chair of Board Risk Committee in October 2015 from Bruce Carnegie-Brown who I am very pleased remains on the Board as a Banco Santander nominated Non-Executive Director, following his appointment as Lead Independent Director of Banco Santander. Scott Wheway, who has been a Non-Executive Director since October 2013, was appointed as our first Senior Independent Director and is acting as Chair of the Remuneration Committee. In addition, Peter Jacksonwill join the Board (subject to regulatory approvals, as needed) from 1 April 2016 as a Banco Santander nominated Non-Executive Director when he replaces José María Fuster in his group executive function.

As a result of these changes, our Board gender diversity increased from 13% in 2014 to 31% in January 2016. The representation of Independent Non-Executive Directors (as described in ‘UK Group Framework’ on page 2)increased from 38% in 2014 to 54% in January 2016.

I believe this Board has the calibre, skills and judgement to meet our stated goal to be the best governed bankbased in the UK and a wholly owned subsidiary of the major global bank Banco Santander. Through our seamless omni-channel experience we increasingly serve our customers through digital channels, in particular mobile, supported by telephone call centres and a network of 841 branches and 67 Corporate Business Centres.

We play an important role in the UK economy. We help people finance their home and save for the future and support business growth. We employ c. 20,000 people and paid corporation tax of £507m in 2016.

What we do

We are a simple bank and create value by serving our customers with financial products and services. Most of our 14 million active UK customers are individuals but we also serve a growing number of small, medium and large companies.

Most of what we do can be described as lending money to borrowers, taking deposits from savers and providing bank accounts. We also offer a full range of investment and insurance products to households and more specialised services and products to companies.

We help our customers prosper

We support our personal customers through all the stages of their lives and champion British businesses.
We focus on our customers to develop more loyal and sustainable relationships. We want our customers to do more business with us.

We create sustainable value

We generate income by earning a margin on our products and by charging a fee for our services.
We efficiently manage the large infrastructure of people, property, technology and other assets that support our business.

We protect value

We invest to ensure we can make the right lending decisions and to manage the risks we face.
We provide for credit losses which may occur if things don’t go as planned.

We stand out from the crowd

Improving customer experience
Market-leading 1I2I3 Current Account driving new primary relationships customers and significant growth in deposits
Strong brand known for innovation and with a trusted reputation, less affected by legacy and litigation issues
Profitable and paying dividends through the financial crisis
Wholly-owned subsidiary benefiting from significant synergies and strengths from being part of a well-diversified global bank
Strong employee engagement and advocacy

Development and performance of our business in its ambition to be2016

Information on the best bank fordevelopment and performance of our people, customers, shareholders and communities.

Annual Report 2015

Strategic report

Corporate governance review

“The Board has been guided in its changes by a desire to improve continuously the assurance and oversight that our investors, customers and regulators rely on as well as the challenge, support and guidance management expect of us.”

Shriti Vadera

Chair

Ambition

Our ambition is to be the best governed bankbusiness in the UK that supports Santander UK’s aspiration to become the best retail and commercial bank. 2015 has been a year of significant transformation in our governance. We articulated more clearly the terms of our relationship with our parent, made a number of changes to the Board’s composition and improved our way of working as an effective governing body. The Board has been guided in its changes by a desire to improve continuously the assurance and oversight that our investors, customers and regulators rely on as well as the challenge, support and guidance management expect of us.

UK Group Framework

The first element of change has been to define clearly our responsibilities and relationship with Banco Santander, our sole shareholder, through a UK Group Framework agreed by Santander UK and Banco Santander. This provides Banco Santander with the oversight and controls they need while discharging our responsibilities in the UK in line with best practice as an independent Board. Clarity of roles and responsibilities is key to ensuring proper accountability for decisions and outcomes. The UK Group Framework therefore sets out, amongst other elements:

-The principle that, except for periods of transition or handover, at least 50% of the Board should be Independent Non-Executive Directors (INEDs) and the other 50% either Executive Directors or Banco Santander nominated Non-Executive Directors
-The definition of independence(1), in recognition of our ownership, is a Director who has no current or recent relationship with the Banco Santander group and Santander UK other than through the UK Board role
-The manner in which the Chair, Executive Directors, INEDs, and Banco Santander nominated Non-Executive Directors will be appointed
-The iterative process by which strategy and annual budgets will be approved by Banco Santander and the Santander UK Board
-How remuneration of key executives will be determined.

Board composition and skills

It is our view that 10-14 is the optimal Board size for Santander UK. Our Board is currently 13 compared to 16 during 2014. Seven, or 54%, including the current Chair are Independent compared to 38% during 2014 and four are women, improving our Board gender diversity to 31% women from 13% in 2014.

The year saw a significant change in the membership of the Board, with a number of long serving Directors stepping down, as set out in mythe ‘Income statement review’ section of the Financial review.

Our position at 31 December 2016

Information on our position at the previous page. New appointments were based on wide searches conducted by external firms andend of the year is set out in the ‘Balance sheet review’ section of the Financial review.

Customer focused on ensuring the right mix of skills and experience onring-fence model

On 22 December 2016, the Board asof Santander UK approved a wholerevised business model and critically, enablinglegal entity structure to comply with the diversity of thinking that underpinsring-fencing requirements in the Board’s ability to provide effective challengeUK. The revised model provides greater certainty for our customers while ensuring minimal disruption and oversight. Acrossa smooth transition for those customers impacted. With the Board table, we have a core of banking skills combined with recentBanking Reform Act due for implementation by 1 January 2019, and relevant financial expertise, complemented with financial markets, retail, wealth management, digital, economics and Government experience. The new INEDs have spent significant time on their induction and we have instituted regular workshops for all Directors to deepen and refresh our understanding of key business issues.

We appointed, for the first time, a Senior Independent Director in Scott Wheway who has served on the Board since October 2013. In light of the number of Board members retiring, the average tenure of Board Directors has gone from five years in 2014 to three years in 2015. We will be ensuring a phased approach to tenure going forward to allow for smooth transitions between Directors.

Board Committees

All Committees are chaired by INEDs (including myself for Board Nomination Committee) and all have a sizeable majority of INEDs. We have constituted the membership of the Committees so that all INEDs are members ofchangeable macro environment, the Board Audit, Board Risk and Board Remuneration Committees to provide efficient working and effective oversight.

We reviewed all the Terms of Reference of the Board Committees in line with best practice. Most notably we significantly enhanced the Terms of Reference of the Board Remuneration Committee to enable an active and strengthened function, reflecting the agreement in the UK Group Framework and a changed environment of executive remuneration in the financial services sector. As a result, the Committee was also renamed from Board Remuneration Oversight Committee to Board Remuneration Committee.

Board fees

We reviewed all Board and Board Committee fees with no changes made except to remove the payment of fees for Board Nomination Committee members which is increasingly the market norm; and increase the fees of Board Remuneration Committee members to bring it into line with that of Board Audit and Board Risk Committees, reflecting better its enhanced role and time commitment.

Board fees are set out on page 192 of the Directors’ Remuneration report.

Board effectiveness

Following an external board effectiveness review in 2013, we conducted an internal review to help us develop our plans for continuous improvement for the year ahead. We will conduct a full external review of board effectiveness during 2016.

The Board agreed in June 2015 a set of five strategic priorities focused on: long term strategy; regulatory trust; customer focus; embedding culture; and talent and succession planning. These are not intended to set the strategy or priorities of the business but to act as a guide to help the Board with what we need to keep front of mind in our deliberations and discussions.

How we spent our time(2)

The integrated nature of Board discussion makes it difficult to categorise how we spent our time and the resultant analysis is somewhat artificial. For instance, time spent on governance will include Board private sessions which often cover our people as their primary topic. Similarly, time spent on regulatory matters often covers topics such as certain types of risk, which would be discussed in the normal course of Board business, even if it were not a regulatory requirement. Nevertheless, it is a good discipline to understand at a general level how Board time is allocated.

In 2015, we also made the analysis of Board time more granular to assist our planning. In particular, the time the Board spends on risk and control has been separated out from other governance and audit matters. We also separated out People soconcluded that we can measurebetter serve our customers with a ‘wide’ ring-fence structure, rather than the ‘narrow’ ring-fence originally envisaged. Under this model Santander UK plc, the ring-fenced bank, will serve our retail, commercial and improvecorporate customers. This also maintains longer term flexibility and leads to lower overall cost with the time we spend on this topic givenmigration impacting fewer customers. Abbey National Treasury Services plc will no longer constitute the importance we place on deliveringnon-ring-fenced bank and its activities will be revised as part of the right culturenew ring-fencing model.

We intend to complete the implementation of our ring-fence plans in advance of the 2019 legislative deadline, subject to regulatory and behaviours.court approvals, and various other authorisations.

(1)In this Annual Report, the terms ‘independence’ and ‘independent’ are, unless otherwise stated, defined in accordance with our UK Group Framework.
(2)See page 168 for a full breakdown of Board activities.

 

 

2    Santander UK plc


                                      
                                          

        Strategic

         report

 

 

During 2015, the Board spent more than 50% of its time on business and customer priorities. This is an increase on time spent in 2014, reflecting the drive for digital transformation, the persistent low interest rateUncertain macro environment and Santander UK’s role as a scale challenger in a highly competitive market.

The Board also spent significant time on capital and regulatory matters (17%) and on risk and control (15%), reflecting the challenges faced in simultaneous implementation on multiple fronts. While some outside the sector may be surprised by the time spent on regulatory matters, I believe that this is appropriate and to be expectedrelatively stable economic backdrop we saw in the current environment, particularly consideringfirst half of 2016 became more volatile as the preparations that need to be made to deliver on ring-fencing requirements.

The Board held its strategy day offsite in July 2015 during which we consideredyear progressed with the implications of technology and digital innovation for our current business and future strategy. We also held our first Customer and Innovation Forum in November 2015 chaired by Nathan and attended by Non-Executive Director members. This forum was created to provide thought leadership and oversightoutcome of the definitionEU referendum in June leading to some short-term market variability. After this initial period, consumer confidence measures recovered and delivery of our growing innovation agenda. Both the strategy day offsite and Customer and Innovation Forum reflect greater time spent on a challenging competitive and digital environment and onesecond half of the Board’s key strategic prioritiesyear saw continued steady economic growth. While the depreciation of agreeing and guidingsterling may well have a positive effect on the long-term strategy of Santander UK.

Board future priorities

For 2016, we will continueexternal net trade contribution to workeconomic growth, it is expected to improve our effectiveness as a board in supporting and challenging the business. Our strategic priorities as stated above will not change significantly although more time will needlead to be given to implementing a Board governance structure for the holding company and Retail and Corporate banks in preparation for our ring-fenced model. We will continue to monitor the risks of an uncertain global macro-environment and multiple transformation projects, support the management in embedding the behaviours chosen by our people as best defining a culture of Simple, Personal and Fair, while ensuring the business remains true to its long-term strategy and goals through short and medium-term pressures.

Principal activities and business review

The Company and its subsidiaries (collectively, Santander UK or the Santander UK group) is a major financial services provider, offering a wide range of personal financial products and services, and is a growing participant in the corporate banking market.

The Company is authorised and regulated by the Financial Conduct Authority (FCA) and the Prudential Regulation Authority (PRA).

Economic environment

higher inflation. The UK economy has now grown for 11ended the year with 16 consecutive quarters with steadyof GDP growth expected in 2016. Labourand a stable labour market prospects are also positive, with the unemployment rate likelyat around 5% – close to fall a little further towards the pre-crisis low ofpre-recession levels 1. With inflation averaging just under 5%.

Inflation is currently around zero and is likely to remain low through 2016. This should providebelow 1% in 2016, this provided some support for household real incomes asat a time when nominal earnings growth is likely to remainremained relatively subdued. Low inflation also underpins the financial market

The consensus expectation that the low interest rate environment will continue, providing a further impetus to household real incomes.

Overall these are positive trends for our business. While2017 sees slower growth with continued low interest rates createalongside the possibility of rising unemployment. Inflation is expected to breach the Bank of England target of 2% in 2017 as the impact of rising oil prices and sterling depreciation is felt. Mortgage market lending growth ended 2016 at 3%, its strongest end to a challenging environment for income growthyear since 2008, with house prices continuing to rise, albeit at a slower pace than in the short term, they have, together with house price growth and falling unemployment, contributedprevious year 3. Following an extended period of contraction, there has been an increase in bank lending to lower arrears. In addition, our balance sheet is well positioned to benefit from interest rate rises.companies.

Development and performance of our business in 2015Demanding regulatory change agenda

Information on the development and performance of our businessRegulation in the year is set outUK remains focused on three broad objectives – making banks stronger, supporting positive customer outcomes, and encouraging greater competition. We support the objectives of UK policy makers and work hard to ensure we comply with new regulations while welcoming steps to combat customer inertia. During 2016 there were noteworthy developments on several significant issues which remain in focus for UK banks going forward. These include customer redress related to PPI, the ‘Income statement review’ sectionrequirement for large UK banks to ring-fence their retail banking operations and the regulatory requirement to build loss absorbing capacity. We have also worked with regulators throughout 2016 on a number of the Financial review.

Our position at 31 December 2015

Information ondevelopments related to payments and innovation. These are intended to make it easier for customers to access banking services. We expect our position at the end of the year is set out in the ‘Balance sheet review’ section of the Financial review.

Outlook

We believe the UK economyreturns going forward will remain supportive of our business in 2016 although our future earnings willcontinue to be impacted by increased regulatory compliance costs as well as the bank corporation tax surcharge and increasing pressure on asset margins. We are also mindful that the recent market volatility from wider macro and geopolitical factors could affect the UK banking sector.

In January 2016, we increased the monthly fee on the 1I2I3 Current Account. The impact on customer acquisition, loyalty and satisfaction will become clearer during the year ahead. Nonetheless, we believe this account will continue to offer significant value to our customers.

We will continue to work on our Banking Reform plans. We are confident that ourmore onerous taxation regime. However, as a full-service scale challenger position meanswith a strong customer focus, we remain confident that we can continue to innovate, satisfy customers’ new expectations,grow our business. We plan to further develop loyal relationships with our personal and for uscorporate customer by living up to our commitment to be Simple, Personal and Fair.

2017 outlook remains uncertain

We expect the slowdown of the UK economy, seen this year to continue as economic uncertainties prevail. We expect net interest margin to grow.remain broadly stable, predicated on interest rate not reducing further, with continued competitive pressures on asset margins as well as SVR attrition. Cost management remains a key focus as we continue to invest and grow, while capturing future operational efficiencies. We expect our net mortgage lending to be broadly in line with the market, and the decline in SVR balances to be slightly lower than the net £7bn reduction in 2016. We expect our corporate lending to be slower than in recent years, consistent with forecasted slowdown in the UK economic growth and as we actively manage exposures to certain segments in line with our proactive risk management practices.

By building upon our strong foundations, we are well positioned to succeed despite the uncertain macro environment.

Our principal risks and uncertainties

Information on our principal risks and uncertainties is set out in the Risk review by type of risk, with more detail by business segment. Our Risk factors are set out in the ‘Shareholder Information’ section.

When reading the Risk review the Risk factors and the other sections of the Annual Report, you should refer to the ‘Forward-looking statements’ section in the Shareholder information.

Annual Report 2015

Strategic report

Key performance indicators

Well executed 2013-2015 strategy

Our 2015 commitments were established at the end of 2012, when we began the transformation from a combination of three legacy building societies into a leading commercial franchise. Although we have successfully delivered on most of our 2015 commitments, we have not completed our journey to become a fully customer focused and better diversified bank.

1. Loyal and satisfied retail customers    2015 target     31.12.15     31.12.14     31.12.13 

Loyal customers

     4 million       3.7 million       3.3 million       2.7 million  

1I2I3 World customers

     4 million       4.6 million       3.6 million       2.4 million  

Customer satisfaction, Financial Research Survey (FRS)

     Top 3       62.9%       59.7%       57.3%  

(average of 3 highest performing peers)

            (62.0%)       (60.4%)       (61.1%)  

-    Our retail franchise has been increasingly recognised for value, innovation, and leading service, and we have seen a strong turnaround in customer satisfaction, with a 9 percentage point improvement from the end of 2012.

 

-    Our Retail Banking business was transformed through the 1I2I3 World proposition with significantly reduced customer attrition and much improved primacy. We have more than tripled our 1I2I3 World customer base from 1.3 million in 2012 to 4.6 million customers today and in the same timeframe also nearly doubled loyal customers.

 

-    Further improvement in customer satisfaction along with the significant potential for deepening loyalty remain at the heart of our plans.

 

        

         

       

2. ‘Bank of Choice’ for UK companies    2015 target     31.12.15     31.12.14     31.12.13 

Corporate loans percentage of total customer loans

     20%       13%       13%       12%  

-    Over the last three years we have built a corporate bank from the bottom up, with significant progress towards a full corporate and commercial proposition, with a unique international proposition. We now have an extensive product suite, client-centric infrastructure, with 726 Relationship Managers and 70 Corporate Business Centres, firmly establishing us as the only full-service scale challenger.

 

-    Since 2012, we have delivered significant lending growth with double-digit compound rate, despite prolonged market contraction. However as previously stated, we did not want to compromise our prudent risk management and return objectives to achieve our 20% target.

 

-    With the investment now complete in Commercial Banking, we will continue to focus on customer satisfaction and loyalty, build productivity across our platform and utilise our expanded footprint.

 

         

        

        

3. Consistent profitability and a strong balance sheet    2015 target     31.12.15     31.12.14     31.12.13 

Return on tangible equity (RoTE)(1)

     13%-15%       8.2%       10.4%       8.6%  

Cost-to-income ratio (CIR)

     <50%       52%       54%       54%  

CET 1 capital ratio

     > 10.5%       11.6%       11.9%       11.6%  

Loan-to-deposit ratio

     < 125%       120%       124%       126%  

Non-performing loan (NPL) ratio

     ratio maintained       1.54%       1.80%       2.04%  

Dividend payout ratio

     50%       51%       44%       48%  
(1)Non-IFRS measure. See page 332.

-Since the end of 2012, we remained consistently profitable, and maintained a strong capital position and conservative risk profile, delivering on most of our 2015 financial KPIs. Our returns, however, have been negatively impacted by the higher levels of capital we are now required to hold, causing us to miss our 2015 target range of 13%-15%.

-Operational efficiency and cost discipline has enabled the significant investment in business growth to be largely absorbed. However, fee income pressures and higher regulatory compliance and project costs have adversely impacted our CIR. Credit quality improved substantially, supported by both our conservative risk profile and favourable economic environment.

-Consistent and growing profitability coinciding with an improvement in operational efficiency is central to our strategy as we continue to invest and grow.

Key performance indicators going forward

With effect from 1 January 2016, theThe directors of the Company’s immediate parent, Santander UK Group Holdings plc, manage the operations of the Santander UK Group Holdings plc group (which includes the Santander UK group) on a business division basis. From that date, keyKey performance indicators have no longer beenare not set, monitored or managed at the Santander UK group level. As a result, the Company’s Directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the Company going forward.

Environmental matters

Company. The Company facesdevelopment performance and position of the same environmental risks as its immediate parent company,business of the Santander UK Group Holdings plc, and therefore operates environmental policiesgroup, mainly at a consolidated level, is set out in line withthe Financial Review. The key performance indicators of the Santander UK Group Holdings plc group. For moregroup can be found on the Santander UK Group Holdings plc group’s environmental risks, policiespages 12 and impact, including disclosures on CO2 emissions, see the Santander UK Group Holdings plc 201513 of its 2016 Annual Report.Report, which does not form part of this report.

Employee matters

The Company participates in the Santander UK Group Holdings plc group’s policies for employees. For more on the Santander UK Group Holdings plc group’s employee matters, including disclosures on employee participation and diversity, see the Santander UK Group Holdings plc 2015 Annual Report.

By Order of the Board

LOGO

Nathan Bostock

Director

2422 February 20162017

Santander UK plc    3


Financial review

5Income statement review

5Summarised Consolidated Income Statement

7Profit before tax by segment

8- Retail Banking

11- Commercial Banking

14- Global Corporate Banking

16- Corporate Centre

18        Balance sheet review

18Summarised Consolidated Balance Sheet

20Reconciliation to classifications in the Consolidated Balance Sheet

21Securities

22Loans and advances to banks

23Loans and advances to customers

24Derivative assets and liabilities

25Tangible fixed assets

25Retirement benefit plans

25Deposits by banks

26Deposits by customers

27Short-term borrowings

28Debt securities in issue

28Contractual obligations

28Off-balance sheet arrangements

29Interest rate sensitivity

30Average balance sheet

31Cash flows

 

 

4    Santander UK plc


          Income statement       Balance sheet  Cash
               statement review  sheet review  

flows

 

Financial review

6Income statement review

6Summarised Consolidated Income Statement

8Profit before tax by segment

9- Retail Banking

14- Commercial Banking

17- Global Corporate Banking

19- Corporate Centre

21Balance sheet review

21Summarised Consolidated Balance Sheet

23Reconciliation to classifications in the Consolidated Balance Sheet

24Securities

25Loans and advances to banks

26Loans and advances to customers

27Derivative assets and liabilities

28Tangible fixed assets

28Retirement benefit plans

28Deposits by banks

29Deposits by customers

30Short-term borrowings

31Debt securities in issue

31Contractual obligations

31Off-balance sheet arrangements

32Interest rate sensitivity

33Average balance sheet

34Cash flows

Annual Report 2015

Financial review

    

 

Income statement review

SUMMARISED CONSOLIDATED INCOME STATEMENT

 

    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Net interest income

     3,575       3,434       2,963       3,582      3,575      3,434 

Non-interest income(1)

     998       1,036       1,066       1,213      998      1,036 

Total operating income

     4,573       4,470       4,029       4,795      4,573      4,470 

Operating expenses before impairment losses, provisions and charges

     (2,400)       (2,397)       (2,195)       (2,414)      (2,400)      (2,397) 

Impairment losses on loans and advances

     (66)       (258)       (475)       (67)      (66)      (258) 

Provisions for other liabilities and charges

     (762)       (416)       (250)       (397)      (762)      (416) 

Total operating impairment losses, provisions and charges

     (828)       (674)       (725)       (464)      (828)      (674) 

Profit from continuing operations before tax

     1,345       1,399       1,109  

Tax on profit from continuing operations

     (381)       (289)       (211)  

Profit from continuing operations after tax

     964       1,110       898  

Loss from discontinued operations after tax

     -       -       (8)  

Profit before tax

     1,917      1,345      1,399 

Tax on profit

     (598)      (381)      (289) 

Profit after tax for the year

     964       1,110       890       1,319      964      1,110 

Attributable to:

                        

Equity holders of the parent

     939       1,110       890       1,292      939      1,110 

Non-controlling interests

     25       -       -       27      25      - 
(1)Comprised of Net fee and commission income and Net trading and other income.

2016 compared to 2015

Profit before tax was up 43% at £ 1,917m, with solid income growth, strong cost discipline and lower conduct costs. By income statement line, the movements were:

-Net interest income was up £7m, driven by strong retail liability margin improvement in Q4 2016 and increased lending that offset continued SVR attrition and asset margin pressure. NIM was 1.48% for the year, compared to 1.53% in 2015.

-Non-interest income at £1,213m, up 22%, benefited from a £119m gain on the sale of our Visa Europe Limited shareholding in Q2 2016 and higher 1I2I3 Current Account fees.

-Operating expenses before impairment losses, provisions and charges were broadly flat at £2,414m, with operational efficiency absorbing investment in business growth, regulatory costs, and the ongoing enhancements to our digital channels. Intangible asset write-downs for the year primarily relate to a multi-entity banking platform developed for our non-ring-fenced bank under the original Banking Reform structure.

-Impairment losses on loans and advances were broadly flat at £67m, with a single loan in Global Corporate Banking that moved to non-performance in Q2 2016 offset by lower write-offs and charges. Overall, all loan portfolios continued to perform well.

-Provisions for other liabilities and charges decreased 48%, mainly due to lower PPI, including Plevin, provision charges.

We made an additional £144m provision charge in the year, which included our best estimate of Plevin related claim costs and a £30m charge for a specific portfolio under a past business review. With the FCA consultation expected to close in the first quarter of 2017, we have assessed the adequacy of our provision and applied the principles published in the August 2016 FCA consultation paper to our current assumptions. We will continue to review our provision levels in respect of recent claims experience and once the final FCA guidance is published, and it is possible further PPI-related provisions will be required in future years.

Monthly utilisation during the year, excluding the impact of past business review activity, was slightly higher than the 2015 average and in line with our assumptions. We will continue to review our provision levels in respect of recent claims experience and once the final FCA guidance is published.

Tax on profit increased 57% to £598m with the effective tax rate up from 28% to 31%. These increases are primarily driven by the 8% bank corporation tax surcharge and higher profits, partially offset by the tax impact of lower conduct provision charges in 2016.

Santander UK plc    5


2015 compared to 2014

Profit from continuing operations before tax decreased by £54m to £1,345m in 2015 (2014: £1,399m). By income statement line, the movements were:

 

-Net interest income increased by £141m or 4% to £3,575m in 2015 (2014: £3,434m). This was driven by liability margin improvement and increased retail and corporate lending. Banking net interest margin (NIM)(1) remained broadly flat at 1.83%.

-Non-interest income decreased by £38m or 4% to £998m in 2015 (2014: £1,036m), with a reduction in Retail Banking net banking fees. This was partially offset by higher international payment income, banking and lending fees in Commercial Banking, and revenues from derivative and cash sales activities in Global Corporate Banking.

-Operating expenses before impairment losses, provisions and charges increased by £3m to £2,400m in 2015 (2014: £2,397m), as we continue to absorb investment in business growth, regulatory compliance and project costs (including Banking Reform), and the continued enhancements to our digital channels.

-Impairment losses on loans and advances decreased by £192m to £66m in 2015 (2014: £258m) with retail and corporate loans performing well in a supportive economic environment. Retail Banking benefited from a £125m release in mortgage provisions as a result of the growth in house prices and the continued strong credit quality of the portfolio with lower write-offs and charges. Commercial Banking, Global Corporate Banking and Corporate Centre continued to perform well and also benefited from supportive market conditions, with releases of £65m arising from loan disposals and restructuring.

-

Provisions for other liabilities and charges increased by £346m or 83% to £762m in 2015 (2014: £416m), predominantly due to PPI provision charges of £450m and £95m, for 2015 and 2014, respectively. Other provisions include costs for non-PPI related conduct remediation and other operational loss provisions, restructuring charges and vacant property costs.

When assessing the adequacy of our PPI provision, we have applied the November 2015 FCA consultation paper including the Plevin case to our current assumptions. The additional £450m provision represents our best estimate of the remaining redress and costs. The additional provision is predicated on the probable two year deadline by which customers would need to make their PPI complaints and the anticipated increase in claim volumes as a result of the finite claim period.

Monthly utilisation, excluding pro-active customer contact, during 2015 was £10m per month (including related costs), against an average of £9m in 2014. While we saw a reduction in PPI redress in the first half of the year, we have seen an increase in the third quarter aligning with industry trends, with the fourth quarter remaining flat.

Other conduct provisions included £43m of additional provisions taken in the third quarter of 2015 relating to wealth and investment products. The additional provisions were taken following the agreement of the revised approach to redressing portfolio and structured investment customers with the FCA.

Regulatory costs relating to the FSCS of £76m (2014: £91m) and the UK Bank Levy of £101m (2014: £74m) were charged in the year. See Note 33 to the Consolidated Financial Statements.

The taxation charge increased by 32% to £381m (2014: £289m), primarily due to higher operating income and the disallowance of certain conduct provisions for tax purposes in 2015. This was partially offset by the reduction in the main corporation tax rate in 2015. The effective tax rate for 2015, based on profit on continuing operations before tax was 28.3% (2014: 20.7%).

When assessing the adequacy of our PPI provision, we have applied the November 2015 FCA consultation paper including the Plevin case to our current assumptions. The additional £450m provision represents our best estimate of the remaining redress and costs. The additional provision is predicated on the probable two year deadline by which customers would need to make their PPI complaints and the anticipated increase in claim volumes as a result of the finite claim period.

(1)Non-IFRS measure. See page 332.

Monthly utilisation, excluding pro-active customer contact, during 2015 was £10m per month (including related costs), against an average of £9m in 2014. While we saw a reduction in PPI redress in the first half of the year, we have seen an increase in the third quarter aligning with industry trends, with the fourth quarter remaining flat.

Other conduct provisions included £43m of additional provisions taken in the third quarter of 2015 relating to wealth and investment products. The additional provisions were taken following the agreement of the revised approach to redressing portfolio and structured investment customers with the FCA.

Regulatory costs relating to the FSCS of £76m (2014: £91m) and the UK Bank Levy of £101m (2014: £74m) were charged in the year. See Note 33 to the Consolidated Financial Statements.

The taxation charge increased by 32% to £381m (2014: £289m), primarily due to higher operating income and the disallowance of certain conduct provisions for tax purposes in 2015. This was partially offset by the reduction in the main corporation tax rate in 2015. The effective tax rate for 2015, based on profit before tax was 28.3% (2014: 20.7%).

 

 

6    Santander UK plc


          Income statement       Balance sheet  Cash
               statement review  sheet review  

flows

 

 

2014 compared to 2013

Profit from continuing operations before tax increased by £290m to £1,399m in 2014 (2013: £1,109m). By income statement line, the movements were:

Net interest income increased by £471m to £3,434m in 2014 (2013: £2,963m). This was driven by margin and volume improvements. Management continued to focus on reducing the cost of retail liabilities, replacing maturing tranches of higher cost eSaver savings products in the second half of 2013 and originating new lower cost ISAs in 2014. In addition, there was increased lending in the retail and corporate portfolios.

These increases were partly offset by reduced mortgage stock margins and new lending margin pressures reflecting the lower customer rates available on incentive products as the current environment for mortgage lending led to increased activity. We have been successful in the targeted retention of customers into new Santander UK mortgages.

Non-interest income decreased by £30m to £1,036m in 2014 (2013: £1,066m), reflecting lower net banking fees in Retail Banking including higher cashback on 1I2I3 World products and reduced overdraft fees, partially offset by an increase in credit cards business and new product promotions, and continued growth in 1I2I3 World product balances. There was also lower demand for interest rate and foreign exchange risk management products relating to Commercial Banking customers.
Operating expenses before impairment losses, provisions and charges increased by £202m to £2,397m in 2014 (2013: £2,195m), principally due to pension gains of £218m and write-off and other costs of £304m. The pension gain arose as a result of scheme changes that limit future defined benefit pension entitlements and provide for the longer term sustainability of our staff pension arrangement. Also following the implementation of our new digital platform and the completion of our product simplification programme we made write-offs for the decommissioning of redundant systems and charged investment costs, totalling £304m. This included software write-offs of £206m charged to depreciation, amortisation and impairment, and investment costs of £98m relating to technology and digital capability build out, which cannot be capitalised and are therefore charged in administrative expenses. This was partially offset by additional project costs, including those relating to our investment programme, as we continued to invest in the growth of the businesses serving SME and corporate customers, as well as developing transactional, interest rate and fixed income capabilities in Global Corporate Banking formerly known as Corporate & Institutional Banking.
Impairment losses on loans and advances decreased by £217m to £258m in 2014 (2013: £475m). The decrease was largely due to lower mortgage impairment losses as a result of improving economic conditions, rising house prices and prolonged low interest rates.

Provisions for other liabilities and charges increased by £166m to £416m in 2014 (2013: £250m). This was predominantly due to higher FSCS, UK Bank Levy, branch de-duplication and conduct charges, partially offset by a decrease in restructuring costs.
Regulatory costs relating to the FSCS of £91m (2013: £88m) and the UK Bank Levy of £74m (2013: £59m) were charged in the year. Other increases included a charge of £50m relating to the costs for our on-going branch de-duplication programme. There was a further provision of £140m including related costs, for conduct remediation. Of this, £95m related to PPI, which following a recent review of claims activity indicated that claims are now expected to continue for longer than originally anticipated. Monthly PPI redress costs including pro-active customer contact decreased to a monthly average of £11m for the full year, compared to a monthly average of £18m in 2013. The high proportion of invalid complaints continued. There was a net £45m charge to other products relating to existing remediation activities and new provisions which relate principally to wealth and investment products. See Note 33 to the Consolidated Financial Statements.
The taxation charge increased by 37% largely due to higher profits, offset in part by the continued reduction in the main corporation tax rate. The effective tax rate for 2014, based on profit from continuing operations before tax was 20.7% (2013: 19.0%).

Critical factors affecting results

The preparation of our Consolidated Financial Statements requires management to make estimates and judgements that affect the reported amount of assets and liabilities at the balance sheet date 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 other factors believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Estimates and judgements that are considered important to the portrayal of our financial condition including, where applicable, quantification of the effects of reasonably possible ranges of such estimates are set out in ‘Critical Accounting Policies and Areas of Significant Management Judgement’ in Note 1 to the Consolidated Financial Statements.

The rest of this section contains a summary of the results, and commentary thereon, by income statement line item for each segment.

Annual Report 2015

Financial review

Basis of results presentation

The segmental information in this Annual Report reflects the reporting structure in place at the reporting date in accordance with which the segmental information in Note 2 to the Consolidated Financial Statements has been presented. The Company’s board of directors (the Board) is the chief operating decision maker for Santander UK. The segmental information below is presented on the basis used by the Board to evaluate performance and allocate resources. The Board reviews discrete financial information for each segment of the business which follows our normal accounting policies and principles, including measures of operating results, assets and liabilities.

As described in Note 2 to the Consolidated Financial Statements, the internal UK transfer pricing mechanism used to calculate the cost and risks associated with funding and liquidity in each business segment was refined in the fourth quarter of 2015 for Retail Banking and Corporate Centre to reflect the current market environment and rates. The segmental analyses for Retail Banking and Corporate Centre have been adjusted to reflect these changes for prior years.

PROFIT BEFORE TAX BY SEGMENT

 

2016    

Retail

Banking

£m

     

Commercial

Banking

£m

     

Global Corporate

Banking

£m

     

Corporate

Centre

£m

     

Total

£m

 

Net interest income/(expense)

     3,153      405      81      (57)      3,582 

Non-interest income(1)

     580      84      320      229      1,213 

Total operating income

     3,733      489      401      172      4,795 

Operating expenses before impairment losses, provisions and charges

     (1,800)      (215)      (280)      (119)      (2,414) 

Impairment (losses)/releases on loans and advances

     (20)      (29)      (21)      3      (67) 

Provisions for other liabilities and charges

     (338)      (26)      (12)      (21)      (397) 

Total operating impairment losses, provisions and charges

     (358)      (55)      (33)      (18)      (464) 

Profit before tax

     1,575      219      88      35      1,917 
2015    

Retail

Banking

£m

     

Commercial

Banking

£m

     

Global Corporate

Banking

£m

     

Corporate

Centre

£m

     

Total

£m

                                    

Net interest income

     2,985       460       72       58       3,575       3,077      368      72      58      3,575 

Non-interest income(1)

     521       109       307       61       998       536      94      307      61      998 

Total operating income

     3,506       569       379       119       4,573       3,613      462      379      119      4,573 

Operating expenses before impairment losses, provisions and (charges)/releases

     (1,783)       (332)       (287)       2       (2,400)       (1,898)      (217)      (287)      2      (2,400) 

Impairment (losses)/releases on loans and advances

     (76)       (39)       13       36       (66)       (90)      (25)      13      36      (66) 

Provisions for other liabilities and (charges)/releases

     (727)       (24)       (14)       3       (762)       (728)      (23)      (14)      3      (762) 

Total operating impairment losses, provisions and (charges)/releases

     (803)       (63)       (1)       39       (828)  

Profit from continuing operations before tax

     920       174       91       160       1,345  

Total operating impairment (losses)/releases, provisions and (charges)/releases

     (818)      (48)      (1)      39      (828) 

Profit before tax

     897      197      91      160      1,345 
2014                                                                      

Net interest income

     2,947       373       75       39       3,434       3,041      279      75      39      3,434 

Non-interest income(1)

     560       89       300       87       1,036       569      80      300      87      1,036 

Total operating income

     3,507       462       375       126       4,470       3,610      359      375      126      4,470 

Operating expenses before impairment losses, provisions and charges

     (1,753)       (297)       (260)       (87)       (2,397)       (1,850)      (200)      (260)      (87)      (2,397) 

Impairment (losses)/releases on loans and advances

     (187)       (92)       4       17       (258)       (203)      (76)      4      17      (258) 

Provisions for other liabilities and charges

     (395)       (12)       (9)       -       (416)       (398)      (9)      (9)      -      (416) 

Total operating impairment losses, provisions and (charges)/releases

     (582)       (104)       (5)       17       (674)  

Profit from continuing operations before tax

     1,172       61       110       56       1,399  
2013                                   

Net interest income/(expense)

     2,663       284       65       (49)       2,963  

Non-interest income(1)

     599       91       302       74       1,066  

Total operating income

     3,262       375       367       25       4,029  

Operating expenses before impairment losses, provisions and charges

     (1,750)       (258)       (186)       (1)       (2,195)  

Impairment losses on loans and advances

     (359)       (107)       -       (9)       (475)  

Provisions for other liabilities and charges

     (226)       (17)       (7)       -       (250)  

Total operating impairment losses, provisions and charges

     (585)       (124)       (7)       (9)       (725)  

Profit/(loss) from continuing operations before tax

     927       (7)       174       15       1,109  

Loss from discontinued operations after tax

     -       -       -       (8)       (8)  

Total operating impairment (losses)/releases, provisions and charges

     (601)      (85)      (5)      17      (674) 

Profit before tax

     1,159      74      110      56      1,399 
(1)Comprised of Net fee and commission income and Net trading and other income.

 

 

8  Santander UK plc    7


IncomeBalanceCash
statement review     sheet review

flows

    

 

RETAIL BANKING

Retail Banking offers a wide range of products and financial services to individuals and small businesses (with less than two directors, owners or partners), through a network of branches and ATMs, as well as through telephony, digital, mobile and intermediary channels. Retail Banking also includesserves business customers with an annual turnover of up to £6.5m via business banking as well as Santander Consumer Finance, predominantly a vehicle finance business. Its main products are residential mortgage loans, savings and current accounts, credit cards (excluding the co-branded cards business) and personal loans as well as insurance policies.

Summarised income statement

 

    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Net interest income

     2,985       2,947       2,663       3,153      3,077      3,041 

Non-interest income

     521       560       599       580      536      569 

Total operating income

     3,506       3,507       3,262       3,733      3,613      3,610 

Operating expenses before impairment losses, provisions and charges

     (1,783)       (1,753)       (1,750)       (1,800)      (1,898)      (1,850) 

Impairment losses on loans and advances

     (76)       (187)       (359)       (20)      (90)      (203) 

Provisions for other liabilities and charges

     (727)       (395)       (226)       (338)      (728)      (398) 

Total operating impairment losses, provisions and charges

     (803)       (582)       (585)       (358)      (818)      (601) 

Profit from continuing operations before tax

     920       1,172       927  

Profit before tax

     1,575      897      1,159 

20152016 compared to 20142015

Profit from continuing operations before tax decreasedincreased by £252m£678m to £920m£1,575m in 2015 (2014: £1,172m)2016 (2015: £897m). By income statement line, the movements were:

 

-Net interest income increased 2%, with higher asset volumes and liability margin improvement offsetting continued SVR mortgage attrition and pressure on new lending margins.

-Non-interest income increased 8%, with higher 1I2I3 Current Account fees, partially offset by reduced investment fees and lower credit card interchange income.

-Operating expenses before impairment losses, provisions and charges were down 5% with operational efficiencies, partially offset by continued investment in business growth and digital enhancements.

-Impairment losses on loans and advances decreased 78%, with lower mortgage impairment releases and write-offs. Mortgage releases of £120m (2015: £125m) were driven by the continued rise in house prices and improving quality of the portfolio, as well as an update to our model.

-Provisions for other liabilities and charges decreased 54%, mainly due to lower conduct costs and FSCS charge in 2016.

We made an additional £144m provision charge in the year, which included our best estimate of Plevin related claim costs and a £30m charge for a specific portfolio under a past business review. With the FCA consultation expected to close in the first quarter of 2017, we have assessed the adequacy of our provision and applied the principles published in the August 2016 FCA consultation paper to our current assumptions. We will continue to review our provision levels in respect of recent claims experience and once the final FCA guidance is published, and it is possible further PPI-related provisions will be required in future years.

Monthly utilisation during the year, excluding the impact of past business review activity, was slightly higher than the 2015 average and in line with our assumptions. We will continue to review our provision levels in respect of recent claims experience and once the final FCA guidance is published.

2015 compared to 2014

Profit before tax decreased by £262m to £897m in 2015 (2014: £1,159m). By income statement line, the movements were:

-Net interest income increased by £38m£36m to £2,985m£3,077m in 2015 (2014: £2,947m)£3,041m) driven by management focus on reducing the cost of retail liabilities, the commencement of the PSA cooperation and increased lending. These increases were partially offset by reduced mortgage stock margins and new lending margin pressures.

-Non-interest income decreased by £39m£33m to £521m£536m in 2015 (2014: £560m)£569m). The decrease reflected lower net banking fee income through overdraft fees.

-Operating expenses before impairment losses, provisions and charges increased by £30m£48m to £1,783m£1,898m in 2015 (2014: £1,753m)£1,850m). The increase was driven by continued investment in the growth of the business, digital enhancements and regulatory compliance costs and increased consumer finance costs due to the commencement of the PSA cooperation, partially offset by strong cost management discipline and network efficiencies. Further information about PSA is presented in Note 46.

-Impairment losses on loans and advances decreased by £111m£113m to £76m£90m in 2015 (2014: £187m)£203m). This was largely due to a release of £125m in mortgages driven by the growth in house prices and the continued strong credit quality of the portfolio with lower write-offs and charges.

-

Provisions for other liabilities and charges increased by £332m£330m to £727m£728m in 2015 (2014: £395m)£398m). This was predominately due to an additional provision of £450m (2014: £95m) taken in 2015 relating to PPI. When assessing the adequacy of our provision, we have applied the November 2015 FCA consultation paper including the Plevin case to our current assumptions. The additional £450m provision represents our best estimate of the remaining redress and costs. The additional provision is predicated on the probable two year deadline by which customers would need to make their PPI complaints and the anticipated increase in claim volumes as a result of the finite claim period.

 

8    Santander UK plc


Income statement     Balance sheetCash
reviewreview

flows

-Monthly utilisation, excluding pro-active customer contact, during 2015 was £10m per month (including related costs), against an average of £9m in 2014. While we saw a reduction in PPI redress in the first half of the year, we have seen an increase in the third quarter aligning with industry trends, with the fourth quarter remaining flat.

Other conduct provisions included £43m of additional provisions taken in the third quarter of 2015 relating to wealth and investment products. The additional provisions were taken following the agreement of the revised approach to redressing portfolio and structured investment customers with the FCA.

Regulatory costs relating to the FSCS of £75m (2014: £89m)

Other conduct provisions included £43m of additional provisions taken in the third quarter of 2015 relating to wealth and investment products. The additional provisions were taken following the agreement of the revised approach to redressing portfolio and structured investment customers with the FCA.

Regulatory costs relating to the FSCS of £76m (2014: £91m) and the UK Bank Levy of £66m (2014: £50m) were charged in the year. See Note 33 to the Consolidated Financial Statements.

Balances

      

2016

£bn

     

2015

£bn

     

2014

£bn

 

Total assets

     175.7      174.1      165.9 

Customer loans

     168.6      167.0      161.0 

- of which mortgages

     154.3      152.8      150.1 

- of which business banking

     2.3      2.3      2.6 

- of which consumer finance

     6.8      6.3      3.3 

- of which other unsecured lending

     5.2      5.6      5.0 

Risk-weighted assets (RWAs)

     43.6      44.3      40.1 

Customer deposits

     148.1      140.3      132.9 

- of which savings

     64.7      70.3      73.8 

- of which current accounts

     64.8      53.2      41.1 

- of which business banking accounts

     10.0      8.9      8.6 

- of which other retail products

     8.6      7.9      9.4 

2016 compared to 2015

-Total assets increased to £175.7bn at 31 December 2016 (2015: £174.1bn).

-Mortgage net lending was £1.5bn, compared to £2.7bn in 2015. Strong net inflows in Q116 and Q416 were driven by Buy-to-let (BTL) lending and lower redemptions, respectively. These flows were partially offset by management pricing actions that impacted new mortgage approvals as we continue to focus on customer service. Mortgage retention was c. 80%.

-Business banking balances were flat, impacted by the economic uncertainty and resulting slowdown in activity.

-Consumer finance balances rose 8% with higher retail loans and car dealer funding, in contrast to other unsecured lending balances, down 7% in an increasingly competitive market.

-Customer deposits increased £7.8bn as current account balances continued to grow, mainly through 1I2I3 Current Account, with a net inflow of £11.6bn in total current account balances. This growth was partially offset by lower demand for savings products with balances reducing £5.6bn.

-Retail Banking deposit spread improved to (0.57)% when compared to (0.63)% in 2015.

2015 compared to 2014

-Total assets increased to £174.1bn at 31 December 2015 (2014: £165.9bn), mainly due to the increase in customer loans described below.

-Customer loans increased to £167.0bn at 31 December 2015 (2014: £161.0bn). Mortgage customer loans increased by £2.7bn to £152.8bn at 31 December 2015 (2014: £150.1bn) driven by strong approval volumes and mortgage retention, with approximately 80% of maturities retained on new Santander UK mortgages, offsetting the SVR attrition of £8.1bn (2014: £8.4bn).

-Other unsecured lending balances, which include bank overdrafts, unsecured personal loans, and credit cards increased 12% to £5.6bn at 31 December 2015 (2014: £5.0bn). This was in line with the 1I2I3 World loyalty strategy.

-Business banking balances decreased, reflecting the competitive environment.

-Consumer finance balances increased 91% to £6.3bn at 31 December 2015 (2014: £3.3bn), as we continued to strengthen our broad and well-diversified vehicle finance franchise through the PSA cooperation commencement.

-RWAs increased by 10.5% to £44.3bn at 31 December 2015 (2014: £40.1bn), largely reflecting the commencement of the PSA cooperation, accounting for £2.5bn of RWAs we consolidated, and growth in mortgages.

-Customer deposits increased 6% to £140.3bn at 31 December 2015 (2014: £132.9bn) as current account balances continued to grow strongly, mainly through our 1I2I3 Current Account which was the main driver of a net inflow of £12.1bn in current account balances. This was partially offset by lower demand for savings products with balances reducing £3.5bn.

-Retail Banking deposit spread improved to (0.63)% in 2015 (2014: (0.76)%), mainly due to maturing higher cost ISAs and originating new lower cost Fixed Term Bonds.

 

 

Annual Report 2015Santander UK plc    9

Financial review


 

    

 

2014Business volumes

      

2016

£bn

     

2015

£bn

     

2014

£bn

 

Mortgage gross lending

     25.8      26.5      26.3 

Mortgage net lending

     1.5      2.7      2.0 

Business banking net lending

     -      (0.3)      (0.4) 

Consumer finance gross lending

     3.1      3.0      1.6 

Consumer finance net lending

     0.5      0.5      0.2 

Other unsecured net lending

     (0.4)      0.6      0.8 

2016 compared to 20132015

-Mortgage gross lending was £25.8bn and we helped 25,300 first-time buyers (£4.2bn of gross lending) purchase their new home. Interest-only mortgage balances decreased £2.8bn to £52.3bn (2015: £55.1bn) while BTL mortgage balances increased £1.6bn to £6.6bn (2015: £5.0bn).

Profit from continuing operationsbefore tax increasedWe continued to build our BTL book by £245m to £1,172mfocusing on non-professional landlords, as this segment is closely aligned with residential mortgages and accounts for the majority of the volume in 2014 (2013: £927m)the BTL market. In 2016, we completed 12,400 BTL mortgages, representing 9% of the value of our new business flow, at an average LTV of 67%. By income statementIn line with the movements were:market, we saw a spike in BTL mortgages ahead of the April 2016 stamp duty increase. BTL net lending was lower in the quarters following the stamp duty increase, but remained positive.

 

-Business banking net lending was impacted by the continued competitive environment and economic uncertainty.

-Consumer finance gross lending was £3,111m and net lending £473m, with higher retail loans and car dealer funding.

-Other unsecured net lending balances, decreased due to lower new credit card sales in an increasingly competitive environment.

2015 compared to 2014

-Net interest incomeMortgage gross lending increased slightly to £26.5bn in 2015 (2014: £26.3bn), with applications up 5% over the year, while we helped 30,900 first-time buyers (£4.5bn of gross lending) purchase their new home. Interest-only mortgage balances decreased £1.8bn to £55.1bn (2014: £56.9bn) while BTL mortgage balances increased by £284m£1.9bn to £2,947m in 2014 (2013: £2,663m)£5.0bn (2014: £3.1bn). This

We continued to build our BTL book, which represented 3% of our total mortgage book, focusing on non-professional landlords, as this segment is more closely aligned with residential mortgages, and also accounts for the majority of the BTL market. In 2015, we completed 12,700 BTL mortgages, representing 10% of new business flow, at an average LTV of 70%.

-Business banking net lending was largelybroadly flat, reflecting the competitive environment.

-Consumer finance gross lending was £3.0bn (2014: £1.6bn) and net lending was £0.5bn (2014: £0.2bn), driven by increasedincreases in new car registrations and an expansion in business streams, including motorbikes and leisure vehicles. Excluding the PSA cooperation, gross lending was £1.7bn and through management focus on reducing the cost of retail liabilities, replacing maturing tranches of higher cost eSaver savings productsnet lending £0.2bn.

-Other unsecured net lending decreased by £0.2bn to £0.6bn (2014: £0.8bn), with continued strong growth in 1I2I3 Credit Card balances more than offset by lower unsecured personal loan (UPL) lending in the second halfmore competitive market environment.

Business development in 2016

-Our digital transformation programme continues with the July 2016 release of 2013an enhanced online credit card application process. Additionally, in September 2016 we launched Android Pay, to complement our existing Apple Pay service, and originatingthe Spendlytics app for Android. We also simplified our customer processes with an online mortgage application tool that works on any device. Furthermore, in November 2016 we improved our mobile app, so that customers can make and amend payments to new lower cost ISAsor existing payees and create new standing orders on their mobiles. We continue to work with a number of Fintech companies to identify innovative solutions. One such example is our partnership with Kabbage, who provide the technology platform for our Working Capital Loans solution that gives UK SMEs access to same day funding.

-We continued to grow our digital customer base, gaining an average of 1,400 new active mobile users per day for a total of 2.2 million mobile customers, of which 1.4 million exclusively use our mobile app in 2014. These increasestheir transactions with us. In the same period 41% of our mortgages were partly offset by reduced mortgage stock marginsretained online, 36% of total openings of current accounts and 40% of credit card openings were made through digital channels. Additionally, 26% of Business Current Accounts were opened via a digital channel, following the successful launch of a shorter and digitalised business banking application form.

-1I2I3 World customers continued to increase, although at a slower rate, with 483,000 new lending margin pressures reflecting the lower customer rates available on incentive products as the current environment for mortgage lending led to increased activity. This activity, combined with UK Government schemes (such as Help to Buy), led to an increase in customers moving from SVR mortgages. We have been successful in the targeted retention of customers into new Santander UK mortgages.
Non-interest income decreased by £39m to £560myear. A reduction in 2014 (2013: £599m). The decrease reflected lower net banking fees, including higher cashback on 1I2I3 World products, and reduced overdraft fees,openings has been partially offset by an increase in credit cards business and new product promotions, and continued growthopenings of alternative products, whilst, as anticipated, there was an increase in 1I2I3 World product balances.account closures following the fee and interest rate changes which took effect in January 2016 and November 2016, respectively. We believe the 1I2I3 Current Account continues to be an outstanding proposition for many customers.

-In October 2016, we launched the All in One Credit Card and the Zero Credit Card to meet a wider range of customers’ needs and renamed the Santander Credit Card the Everyday Credit Card. The 1I2I3 Credit Card is no longer available to new customers.

-Operating expenses before impairment losses, provisionsWe are growing our Wealth Management business, building on existing foundations, and charges increased by £3m to £1,753m in 2014 (2013: £1,750m). The increase was principally due to further investment in business growth, including new branch systems and enhancements toexpanding our digital channels, as well asproposition to improve customer loyalty further. In June 2016 we launched Investment Hub, a new digital platform which enables customers to service their investments online, and gives them access to over 1,500 funds from Santander Asset Management and other leading fund managers. Furthermore, in November 2016 we migrated c. 200,000 investment customers and over £5bn of assets under management onto the commencement of depreciationInvestment Hub. The investment platform complements our Financial Planning service that offers investment advice to customers on a new data centre. This was partially offset by reduced cost due to strong cost management discipline including multi-branch consolidation efficiency savings.
Impairment losses on loans and advances decreased by £172m to £187m in 2014 (2013: £359m). This was largely driven by lower mortgage impairment losses as a resultrange of improving economic conditions, rising house prices, prolonged low interest rates and collections efficiencies introduced both in 2013 and 2014. Impairment losses also decreased across the unsecured portfolios due to continued improvements in credit quality, particularly in credit cards and unsecured personal loan portfolios, which benefitted from the good risk profile ofproducts via our 1I2I3 World customers. The loan loss charge was 0.12% (2013: 0.22%).

Provisions for other liabilities and charges increased by £169m to £395m in 2014 (2013: £226m). This was predominantly due to higher FSCS, UK Bank Levy, branch de-duplication and conduct charges, partially offset by a decrease in restructuring costs.

Regulatory costs relating to the FSCS of £89m (2013: £86m) and the UK Bank Levy of £50m (2013: £40m) were charged in the year.

Other increases included a charge of £50m relating to the costs for our on-going branch de-duplication programme. There was a further provision of £150m including related costs, for conduct remediation. Of this, £95m related to PPI which, following a recent review of claims activity indicated that claims are now expected to continue for longer than originally anticipated. Monthly PPI redress costs including pro-active customer contact decreased to a monthly average of £11m for the full year, compared to a monthly average of £18m in 2013. The high proportion of invalid complaints continued. There was a net £45m charge to other products relating to existing remediation activities and new provisions which relate principally to wealth and investment products. See Note 33 to the Consolidated Financial Statements.

There was also a reduced charge for restructuring costs in the year.

Balances and ratios

      

2015

£bn

     

2014

£bn

     

2013

£bn

 

Total assets

     171.9       163.4       160.5  

Customer loans

     164.8       158.5       155.6  

- of which mortgages

     152.8       150.1       148.1  

- of which other unsecured lending

- of which consumer finance

     

 

5.7

6.3

  

  

     

 

5.1

3.3

  

  

     

 

4.3

3.2

  

  

Risk-weighted assets (RWAs)

     42.4       38.4       36.3  

Customer deposits

     137.3       129.6       123.2  

- of which savings

     70.3       73.8       79.5  

- of which current accounts

     53.2       41.1       27.9  

NPL ratio(1) (2)

     1.44%       1.62%       1.89%  

Coverage ratio(1) (3)

     32%       34%       31%  

Mortgage NPL ratio(1) (4)

     1.47%       1.64%(6)       1.88%(6)  

Mortgage coverage ratio(1) (5)

     19%       24%       21%  
(1)The balances include interest charged to the customer’s account, but exclude interest accrued but not yet charged to the account.
(2)NPLs as a percentage of customer loans.
(3)Impairment loss allowance as a percentage of NPLs.
(4)Mortgage NPLs as a percentage of mortgage assets.
(5)Mortgage impairment loss allowance as a percentage of mortgage NPLs.
(6)Excludes PIPsnetwork.

 

 

10    Santander UK plc


          Income statement       Balance sheet  Cash
               statement review  sheet review  

flows

 

 

COMMERCIAL BANKING

Commercial Banking offers a wide range of products and financial services to customers through a network of regional Corporate Business Centres (CBCs) and through telephony and digital channels. The management of our customers is organised across two relationship teams - the Regional Corporate Bank (RCB) that covers trading businesses with annual turnover from £6.5m to £500m and Specialist Sector Groups (SSG) that cover real estate, housing finance, education, healthcare, and hotels. Commercial Banking products and services include loans, bank accounts, deposits, treasury services, invoice discounting, cash transmission, trade finance and asset finance.

Summarised income statement

      

2016

£m

     

2015

£m

     

2014

£m

 

Net interest income

     405      368      279 

Non-interest income

     84      94      80 

Total operating income

     489      462      359 

Operating expenses before impairment losses, provisions and charges

     (215)      (217)      (200) 

Impairment losses on loans and advances

     (29)      (25)      (76) 

Provisions for other liabilities and charges

     (26)      (23)      (9) 

Total operating impairment losses, provisions and charges

     (55)      (48)      (85) 

Profit before tax

     219      197      74 

2016 compared to 2015

Profit before tax increased by £22m to £219m in 2016 (2015: £197m). By income statement line, the movements were:

-Net interest income increased 10%, with continued growth in customer lending and improved cost of funding from higher deposits that were driven by the enhanced franchise and broader range of services.

-Non-interest income decreased 11%, with lower asset restructuring and rates management fees partially offset by growth in international fees, up 9%, and digital and payment fees, up 26%, the latter two driven by more loyal customer relationships.

-Operating expenses before impairment losses, provisions and charges decreased 1%, demonstrating our strong cost management focus.

-Impairment losses on loans and advances increased £4m, with the loan book continuing to perform well, supported by our prudent lending policy.

-Provisions for other liabilities and charges increased by £3m and include restructuring costs.

2015 compared to 2014

Profit before tax increased by £123m to £197m in 2015 (2014: £74m). By income statement line, the movements were:

-Net interest income increased by £89m to £368m in 2015 (2014: £279m), principally as a result of continued growth in customer loans and an improvement in deposit margins through the enhanced franchise and broader range of services.

-Non-interest income increased by £14m to £94m in 2015 (2014: £80m) principally due to improved levels of banking fees, international payment income, interest rate management income and lending fees.

-Operating expenses before impairment losses, provisions and charges increased by £17m to £217m in 2015 (2014: £200m). The increase reflected the investment in growth of the business serving SME and corporate customers and our expanded footprint and network of CBCs.

-Impairment losses on loans and advances decreased by £51m to £25m in 2015 (2014: £76m) due to an improvement in the credit quality of the loan book and releases driven by loan disposals and restructurings. This was supported by our cautious lending policy and the supportive economic environment.

-Provisions for other liabilities and charges increased by £14m to £23m in 2015 (2014: £9m) predominantly due to the absence of conduct provision releases of £10m made in 2014. Regulatory costs relating to the UK Bank Levy of £23m (2014: £17m) were charged in the year.

Santander UK plc    11


Balances

      

2016

£bn

     

2015

£bn

     

2014

£bn

 

Total assets

     19.4      18.7      16.2 

Customer loans

     19.4      18.7      16.2 

- of which SMEs

     10.7      11.4      10.2 

- of which mid corporate

     8.7      7.3      6.0 

RWAs

     20.4      19.0      18.2 

Customer deposits

     17.2      15.1      12.0 

2016 compared to 2015

-Total assets increased by 4% to £19.4bn at 31 December 2016 (2015: £18.7bn)

-Customer loans increased 4% to £19.4bn, driven by increased lending to mid corporates partially offset by lower lending to SMEs. Net lending to SMEs was impacted by the competitive environment and economic uncertainty. Furthermore, we actively managed our exposures to certain segments in line with our proactive risk management practices.

-RWAs increased by 7% with asset growth, and in part due to a model recalibration in one of our Commercial Banking portfolios.

-We continue to attract deposit balances, with customer deposits growing faster than customer loans through our strong customer relationships, supported by a comprehensive product range and competitive pricing.

2015 compared to 2014

-Total assets increased by 15% to £171.9bn£18.7bn at 31 December 2015 (2014: £163.4bn)£16.2bn), mainly due to the increase in customer loans described below.

-Customer loans increased by 15% to £164.8bn£18.7bn at 31 December 2015 (2014: £158.5bn). Mortgage customer loans£16.2bn) maintaining a positive momentum despite an increasingly competitive and challenging market. This growth was predominantly driven by our expanded network of regional CBCs and our additional relationship managers.

-RWAs increased by £2.7bn4% to £152.8bn£19.0bn at 31 December 2015 (2014: £150.1bn) driven£18.2bn) principally in line with customer loan growth.

-Customer deposits increased by strong approval volumes and mortgage retention, with approximately 80% of maturities retained on new Santander UK mortgages, offsetting the SVR attrition of £8.1bn (2014: £8.4bn).

Other unsecured lending balances, which include bank overdrafts, unsecured personal loans, and credit cards increased 12%26% to £5.7bn£15.1bn at 31 December 2015 (2014: £5.1bn)£12.0bn). This was in line with the 1I2I3 World loyalty strategy.
Consumer finance balances increased 91% to £6.3bn at 31 December 2015 (2014: £3.3bn), as weWe continued to strengthen our broad and well-diversified vehicle finance franchise through the PSA cooperation commencement.
RWAs increased by 10.4% to £42.4bn at 31 December 2015 (2014: £38.4bn), largely reflecting the commencement of the PSA cooperation, accounting for £2.5bn of RWAs we consolidated, and growth in mortgages.
Customer deposits increased 6% to £137.3bn at 31 December 2015 (2014: £129.6bn) as current accountattract deposit balances continued to grow strongly, mainly through our 1I2I3 Current Account which was the main driver of a net inflow of £12.1bn in current account balances. This was partially offset by lower demand for savings products with balances reducing £3.5bn. Retail Banking deposit spread improved to 0.63% in 2015 (2014: 0.76%), mainly due to maturing higher cost ISAs and originating new lower cost Fixed Term Bonds.
The NPL ratio decreased to 1.44% at 31 December 2015 (2014: 1.62%), as a result of lower mortgage non-performing loans and overall growth in retail assets.
The mortgage NPL ratio decreased to 1.47% at 31 December 2015 (2014: 1.64%), with impairment releases and the decrease in NPL and coverage ratios reflecting the continued good performance of the portfoliostrong customer relationships, supported by low interest rates, rising house pricesan expanded product range and the supportive economic environment.
The mortgage NPL coverage ratio decreased to 19% at 31 December 2015 (2014: 24%).our enhanced banking platform.

2014Business volumes

      2016     2015     2014 

New facilities (£bn)

     7.4      8.5      7.8 

Bank account openings (No.)

     2,470      3,160      3,408 

Online banking (Connect) active users(1) (No.)

     26,970      25,120      21,810 
(1)Online banking (Connect) active users include both business banking and Commercial Banking customers.

2016 compared to 20132015

-
Total assets increasedWe continue to £163.4bnopen bank accounts and extend new facilities, although at 31 December 2014 (2013: £160.5bn), mainly duea slower pace, in an increasingly competitive environment and amid economic uncertainty. Our Relationship Managers (RMs) continue to the rise in customer loans described below.

Customer loans increased to £158.5bn at 31 December 2014 (2013: £155.6bn). Mortgage customer loans increasedbuild their portfolios by £2.0bn. Increased gross mortgage lendingleveraging our comprehensive suite of products and much-improved retentions activity resulted in modest expansion of the mortgage book.

SVR mortgage loan balances decreased by £8.4bn at 31 December 2014 to £43.9bn.services. We have been successful in retaining 80% of customers with maturing products on Santander UK mortgages. Interest-only mortgage balances decreased to £56.9bn (2013: £59.0bn) while Buy-to-Let mortgages increased to £3.1bn (2013: £2.2bn).

Unsecured consumer and vehicle finance balances, which include bank overdrafts, unsecured personal loans, credit cards and consumer finance, increased 12%. This was in line with the planned rollout of our 1I2I3 World loyalty strategy.
RWAs increased by 6% to £38.4bn at 31 December 2014 (2013: £36.3bn), reflecting growth in both mortgages and unsecured lending described above, as well as a small increase in the average mortgage risk weight.
Customer deposits increased 5% to £129.6bn at 31 December 2014 (2013: £123.2bn) as current account balances continued to grow strongly. The 1I2I3 Current Account remains central to our retail customer relationship model and was the main driver of a net inflow of £13.2bn in current account balances during the year. This was partially offset by a continued managed reduction in deposits without a broader customer relationship, as we continuedwill continue to focus on retaining and originating accounts held bygrowing more loyal customers.customer relationships and on better diversification across the sectors, driving primacy through more capital efficient growth whilst utilising international expertise and economic corridors via Banco Santander.

-
The NPL ratio decreased to 1.62% at 31 December 2014 (2013: 1.89%), with an improvement across all the principal portfolios. There was a particular improvementcontinuation in unsecured personal lending and 1I2I3 Credit Cards which benefitted from the good risk profilepickup of our 1I2I3 World customers.
The mortgage NPL ratio decreased to 1.64% at 31 December 2014 (2013: 1.88%)corporate banking platform ‘Connect’, with a further decrease in NPLs which reflected the good credit quality of the portfolio, and a growing mortgage book, supported by the improving economic environment for UK households, with low interest rates, rising house prices and falling unemployment. We remain aware that these trends may not continue and we take account of this in setting our provisions.
The mortgage NPL coverage ratio increased to 24% at 31 December 2014 (2013: 21%).active users increasing 7% year on year.

Annual Report 2015

Financial review

Business volumes

      

2015

£bn

     

2014

£bn

     

2013

£bn

 

Mortgage gross lending

     26.5       26.3       18.4  

Mortgage net lending

     2.7       2.0       (8.5)  

Consumer finance gross lending

     3.0       1.6       0.2  

Consumer finance net lending

     0.5       0.2       -  

Other unsecured net lending

     0.6       0.8       -  

2015 compared to 2014

-

Mortgage gross lendingNew facilities increased slightly9% to £26.5bn£8.5bn in 2015 (2014: £26.3bn)£7.8bn), with applications up 5% over the year, while we helped 30,900 first-time buyers (£4.5bn of gross lending) purchase their new home. Interest-only mortgage balances decreased £1.8bn to £55.1bn (2014: £56.9bn) while Buy-to-let mortgage balances increased by £1.9bn to £5.0bn (2014: £3.1bn).

We have continued to build our Buy-to-let book, which represents 3%increases across most portfolios as a result of our total mortgage book, focusing on non-professional landlords, as this segment isexpanded network of RMs, more closely alignedcomprehensive suite of products and services and leveraging our expertise in international and structured finance.

-We opened 3,160 bank accounts and new facilities in 2015 (2014: 3,408), broadly in line with residential mortgages, and also accounts for the majority of the Buy-to-let market. In 2015, we completed 12,700 Buy-to-let mortgages, representing 10% of new business flow, at an average LTV of 70%.

Consumer finance gross lendingprevious year. There was £3.0bn (2014: £1.6bn) and net lending was £0.5bn (2014: £0.2bn), driven by increases in new car registrations and an expansion in business streams, including motorbikes and leisure vehicles.
Other unsecured net lending decreased by £0.2bn to £0.6bn (2014: £0.8bn), with continued strong growth in 1I2I3 Credit Card balances more than offset by lower unsecured personal loan (UPL) lendinga continuation in the more competitive market environment.

2014 compared to 2013

Mortgage gross lending was strong,pickup of our corporate banking platform Connect, with active users increasing to £26.3bn with applications up 26% in 2014, due to improved markets, including gross lending driven by the UK Government-backed Help to Buy scheme. We maintained our prudent lending criteria with an average LTV of 65% (2013: 62%) on new lending in 2014, including the effect of higher LTV Help to Buy business. We helped 40,300 first-time buyers (£5.6bn of gross lending) and 8,100 Help to Buy customers (£1.2bn of gross lending) purchase a home.
Consumer finance net lending increased to £0.2bn in 2014 (2013: £nil), benefiting from a continued increase in customer confidence.
Other unsecured net lending increased by £0.8bn to £0.8bn (2013: £nil), due to increasing UPL new business and a strong uptake of 1I2I3 Credit Cards.
The number of 1I2I3 World customers increased by 50% to 3.6 million in 2014 (2013: 2.4 million), with a continued growing transactional primary customer base. In 2014, we further expanded the 1I2I3 World by launching the 1I2I3 Mini, a new current account for children, 166,000 of which have been opened. In addition, we launched the 1I2I3 student products, which include 1I2I3 Student, 1I2I3 Graduate and 1I2I3 Post-Graduate new accounts (excluding automatic conversions), which grew to 107,000 customers. This makes 1I2I3 World accessible to the whole family and is helping us to deepen customer relationships.
The 1I2I3 World is transforming our customer profile, building deeper, more durable and more valuable relationships: 93% of 1I2I3 Current Accounts are a primary banking relationship (compared to 46% for our non-1I2I3 customers); on average 1I2I3 customers hold 2.3 products (compared to 1.5 products for non-1I2I3 customers); and average 1I2I3 account balances are 5 times higher than non-1I2I3 account balances.
1I2I3 World continued to expand, with almost 40% of customers holding both the 1I2I3 Current Account and 1I2I3 Credit Card. 1I2I3 World provides a qualitative improvement of customer relationships underpinning our retail interest margins. At 31 December 2014, £70.3bn (54%) of retail deposit balances were derived from 1I2I3 Current Account and other primary bank accounts with associated savings balances held by the same customers; an increase of 34%15% in the year.

 

 

12    Santander UK plc


          Income statement       Balance sheet  Cash
               statement review     sheet review  

flows

Business development in 2015

1I2I3 World continues to transform our customer profile, building deeper, more durable and more valuable relationships: 96% of 1I2I3 Current Account holders have a primary banking relationship (vs. 46% for our non-1I2I3 Current Account); on average 1I2I3 World customers hold 2.2 products (vs.1.5); and average liabilities (banking and savings) held by 1I2I3 Current Account holders are 5.3x higher than for non-1I2I3 Current Account customers.

In September 2015, we announced changes to the 1I2I3 Current Account and the 1I2I3 Credit Card. We thought long and hard about these changes, the first since the launch of the products, and have made them in response to continuing challenges in the market and the ‘low for longer’ Base Rate environment. The fee changes are effective from January 2016 with the 1I2I3 World Current Account fee increasing from £2 per month to £5 per month, and the credit card fee from £24 annually to £3 per month, with a cap on cashback of £9 per month.

We are still in the early stages of knowing the real impact of the fee and cashback changes on customer acquisition, loyalty and satisfaction. The core terms of the 1I2I3 World Current Account and the 1I2I3 Credit Card have not changed and both remain leading products which offer significant value.

We are growing our Wealth Management business, building on existing foundations, to provide an innovative proposition that improves customer loyalty. During 2015, we established a Financial Planning service and now offer investment advice to customers, on a range of products via our branch network.
In September 2015, we withdrew from the UK government’s Help to Buy scheme but continue to offer mortgages with an LTV of over 90% under the same terms, due to the good performance of Help to Buy mortgages and reflecting the healthy market for customers with smaller deposits.
We continue to invest in digital technology and have made a number of improvements in our digital platforms. In July 2015, we were one of the first UK banks to adopt the Apple Pay service, launched new apps such as ‘Spendlytics’ (which now includes touch ID) and ‘KiTTi’, and an online mortgage decision ‘in principle’ tool. In August 2015, as part of our ‘Go Smart’ programme, we introduced tablets into our branch network to enhance the customer experience.
We gained an average of 1,500 new active mobile users every day, and in the fourth quarter of 2015 34% of our mortgages were retained online and 31% of total openings of current accounts and 51% of credit cards were made through digital channels. In 2015 we continued to focus on digital developments, in particular security, new services, increased functionality across platforms and devices, a single consolidated account view for each customer and consolidation of our credentials processes facilitating digital access and re-access for customers.

Annual Report 2015

Financial review

COMMERCIAL BANKING

Commercial Banking offers a wide range of products and financial services to customers through a network of regional Corporate Business Centres (CBCs) and through telephony and digital channels. The management of our customers is organised according to their annual turnover (£250,000 to £50m for SMEs, and £50m to £500m for mid corporates), enabling us to offer a differentiated service to SMEs and mid corporate customers. Commercial Banking products and services include loans, bank accounts, deposits, treasury services, invoice discounting, cash transmission, trade finance and asset finance. Commercial Banking also includes specialist commercial real estate and Social Housing lending businesses.

Summarised income statement

      

2015

£m

     

2014

£m

     

2013

£m

 

Net interest income

     460       373       284  

Non-interest income

     109       89       91  

Total operating income

     569       462       375  

Operating expenses before impairment losses, provisions and charges

     (332)       (297)       (258)  

Impairment losses on loans and advances

     (39)       (92)       (107)  

Provisions for other liabilities and charges

     (24)       (12)       (17)  

Total operating impairment losses, provisions and charges

     (63)       (104)       (124)  

Profit/(loss) from continuing operations before tax

     174       61       (7)  

2015 compared to 2014

Profit from continuing operations before tax increased by £113m to £174m in 2015 (2014: £61m). By income statement line, the movements were:

Net interest income increased by £87m to £460m in 2015 (2014: £373m), principally as a result of continued growth in customer loans and an improvement in deposit margins through the enhanced franchise and broader range of services.
Non-interest income increased by £20m to £109m in 2015 (2014: £89m) principally due to improved levels of banking fees, international payment income, interest rate management income and lending fees.
Operating expenses before impairment losses, provisions and charges increased by £35m to £332m in 2015 (2014: £297m). The increase reflected the investment in growth of the business serving SME and corporate customers and our expanded footprint and network of CBCs.
Impairment losses on loans and advances decreased by £53m to £39m in 2015 (2014: £92m) due to an improvement in the credit quality of the loan book and releases driven by loan disposals and restructurings. This was supported by our cautious lending policy and the supportive economic environment.

Provisions for other liabilities and charges increased by £12m to £24m in 2015 (2014: £12m) predominantly due to the absence of conduct provision releases of £10m made in 2014.

Regulatory costs relating to the FSCS of £1m (2014: £2m) and the UK Bank Levy of £23m (2014: £17m) were charged in the year.

2014 compared to 2013

Profit from continuing operations before tax increased by £68m to £61m in 2014 (2013: loss of £7m). By income statement line, the movements were:

Net interest income increased by £89m to £373m in 2014 (2013: £284m), principally as a result of continued growth in customer loans and an improvement in stock deposit margins. Much of the loan growth was generated through our expanding network of regional CBCs and the increased number of relationship managers.
Non-interest income decreased by £2m to £89m in 2014 (2013: £91m) due to a lower demand for interest rate and foreign exchange risk management products in a relatively stable, low interest rate environment.

Operating expenses before impairment losses, provisions and charges increased by £39m to £297m in 2014 (2013: £258m). The increase reflected continued investment in the growth of the businesses serving SME and corporate customers, including continued investment in systems to improve and support new transactional capabilities for our customers as we continue to open new CBCs and recruited new relationship managers.
We are also investing in new platforms specifically for corporate customers and building on the expertise and presence of the wider Banco Santander group. In 2014, we launched a new corporate internet banking capability (Connect), a new trade portal and trade club and the Santander Passport service. Our global alliances with other major international financial institutions, together with the extensive network provided by the Banco Santander group allow us to offer a broad range of international financial services for our customers.
Impairment losses on loans and advances decreased by £15m to £92m in 2014 (2013: £107m), with a loan loss rate of 0.52% (2013: 0.66%). Credit quality in the loan books continued to be good, supported by the improving economic environment and our cautious lending policy.
Provisions for other liabilities and charges decreased by £5m to £12m in 2014 (2013: £17m). Regulatory costs relating to the FSCS of £2m (2013: £2m) and the UK Bank Levy of £17m (2013: £13m) were charged in the year. There was also a modest conduct provision release of £10m.

14  Santander UK plc


IncomeBalanceCash
statement review     sheet review  

flows

 

    

 

Balances and ratiosBusiness development

 

      

2015

£bn

     

2014

£bn

     

2013

£bn

 

Total assets

     20.9       18.7       17.0  

Customer loans

     20.9       18.7       17.0  

- of which SMEs

     13.6       12.6       11.7  

- of which mid corporate

     7.3       6.1       5.3  

Risk-weighted assets

     20.9       19.9       17.0  

Customer deposits

     18.1       15.3       13.8  

NPL ratio(1) (2)

     2.80%       3.56%       3.83%  

Coverage ratio(1) (3)

     44%       46%       43%  
(1)-The balances include interest charged tofocus of the customer’s account, but exclude interest accrued but not yet charged to the account.
(2)NPLs as a percentage of customer loans.
(3)Impairment loss allowance as a percentage of NPLs.

2015 compared to 2014

Total assets increased by 12% to £20.9bn at 31 December 2015 (2014: £18.7bn), due to the increase in customer loans described below.
Customer loans increased by 12% to £20.9bn at 31 December 2015 (2014: £18.7bn) maintaining a positive momentum despite an increasingly competitive and challenging market. This growth was predominantly driven by our expanded network of regional CBCs and our additional relationship managers, through our investment in growing our SME business.
Risk-weighted assets increased by 5% to £20.9bn at 31 December 2015 (2014: £19.9bn) principally in line with customer loan growth.
Customer deposits increased by 18% to £18.1bn at 31 December 2015 (2014: £15.3bn). We continued to attract deposit balances through our strong customer relationships, supported by an expanded product range and our enhanced banking platform.
The NPL ratio decreased to 2.80% at 31 December 2015 (2014: 3.56%), with credit quality remaining strong. We continue to adhere to our prudent lending criteria as we grow lending.

2014 compared to 2013

Total assets increased by 10% to £18.7bn at 31 December 2014 (2013: £17.0bn) driven by the growth in customer loans described below.
Customer loans increased by 10% to £18.7bn at 31 December 2014 (2013: £17.0bn) maintaining a positive momentum despite an increasingly competitive and still contracting market. This growth was predominantly driven by our network of regional CBCs and our additional relationship managers as we continue to invest in growing our SME business. Following a periodic review in the first quarter of 2014, the management of a number of customers was transferred from the SME portfolio to our mid corporate portfolio as the annual turnover of their businesses had increased. Prior years have not been restated. The balance associated with these loans was £327m. Lending to SME customers increased 8% including the transfer (11% excluding the transfer), and with growth of 15% in mid corporates during the year (9% increase excluding transfer).
Risk-weighted assets increased by 17% to £19.9bn at 31 December 2014 (2013: £17.0bn) reflecting growth in customer loans as described above and a recalibration of risk models.
Customer deposits increased by 11% to £15.3bn at 31 December 2014 (2013: £13.8bn). We continued to attract deposit balances where we have a strong customer relationship and building on our new enhanced corporate cash management and deposit capabilities. Deposit growth fully funded the increase in lending and grew at a faster rate than in recent years.
The NPL ratio decreased to 3.56% at 31 December 2014 (2013: 3.83%), largely due to credit quality remaining strong. We continue to adhere to our prudent lending criteria as we further deliver on our business planCommercial Banking division is to expand lending.

Annual Report 2015

Financial review

Business volumes

      2015     2014     2013 

New facilities

     £9.0bn       £7.9bn       £6.5bn  

Bank account openings (No.)

     7,890       7,570       5,680  

Online banking (Connect) active users (No.)

     25,120       21,810       12,380  

2015 compared to 2014

New facilities increased 14% to £9.0bn in 2015 (2014: £7.9bn), with increases across most portfoliosits franchise by both growing the overall customer base as a result of our expanded network of Relationship Managers (RM), more comprehensive suite of products and services and leveraging our expertise in international and structured finance.
Bank account openings showed strong growth,well as increasing 4% to 7,890 in 2015 (2014: 7,570), driven by our expanded footprint. There was a continuation in the pickup of our corporate banking platform Connect, with active users increasing 15% in the last year.

2014 compared to 2013

New facilities increased 22% to £7.9bn in 2014 (2013: £6.5bn). We also expanded our coverage in the renewable energy, manufacturing and education sectors in the year. We have in place a new scalable platform and are able to deliver a broader product suite with a wide range of ancillary services and we have extended our footprint and our capacity to service mid corporates and SMEs with the increase in the number of RMs inloyal customers. We aim to build the loyal customer base by leveraging our growing network of regional CBCs.
Bank account openings showed strong growth increasing 33%international reach and proposition as well continuing to 7,570 in 2014 (2013: 5,680) with an acceleration in the usage offurther develop our corporate banking platform in 2015, completed in 2013.

Business development

product capabilities to meet our customers’ needs. We are seeing a strong increase in productivity across our platform, utilising the broader product suite and expanded footprint we have in place, including 726 RMs and 70 CBCs at 31 December 2015. As part of this expanded footprint, new RMs are building business portfolios and will follow our established productivity maturity curve.
The new platforms developed specifically for corporates, buildingalso build on the expertise and global presence of the wider Banco Santander, group,offering international solutions so that our clients can develop and manage their business through our global network.

-Coverage of our commercial clients is organised by local relationship teams or by sectors. Our sector teams support our clients by using specialist knowledge of the individual business and its operating environment to recommend solutions. Target clients can leverage our international presence and connectivity to access on-the-ground support overseas, connect to potential new business partners and enter global supply chains.

-We are also working with Banco Santander and key strategic partners to develop trade initiatives that make it easier for clients to grow their business internationally. These initiatives allow us to offer an enhanced product suite to customers. Throughattract new clients and deepen existing relationships, as well as compliment some of our Connect platform, Trade Portal andexisting services. For example, Santander Trade Club, an online community that connect Santander clients with clients of our strategic partners, and the Santander Passport service, and with the extensive network provided by the Banco Santander group, we can offerthat help our clients establish a broad range of international financial services to our corporate customers.business subsidiary overseas.

Our pioneering Breakthrough programme continues to support SME growth across the UK. Through the range of services, workshops and MasterClass programmes we can offer to businesses, SMEs are provided with the knowledge, connections and finance to grow and succeed. The programme has held 128 International Round Table events for more than 1,700 companies, provided 5 Iconic Master Classes with companies including Jaguar Land Rover, Saatchi Masius and McLaren for 79 fast-growth SMEs in 2015, and taken 40 SME businesses on trade missions to major international markets such as Spain, Poland, Mexico, the UAE and the USA. To help UK businesses find the right people to help them grow, we have part funded 2,500 internships and work placements.

 

Also, our
-Breakthrough Growth Capital teamprovides new funding and identifies key partnerships at milestones in the development of our clients’ business and this year assisted 33 businesses in accessing £157m£93m of facilities, helping to create over 2,000 jobs.facilities. Since the inception, of the Growth Capital team they have supported 73has completed 126 funding solutions for 94 companies, with £254mproviding £348m of facilities, helping towhich will create almost 4,000over 6,250 jobs.

-

As partOur continued efforts and innovative offering were recognised at the 2016 Business Moneyfacts Awards. We won a number of prestigious awards including: ‘Business Bank of the Breakthrough programme, thisYear’ for the second consecutive year we have launched a new £100m scheme targeted atand the ‘Innovation in the SME housebuilders, to provide much needed support to an area of the market where access to financeFinance Sector’. This industry recognition is a primary constraint. The flexibilitytestament to Santander UK’s commitment to become the bank of choice for UK companies and shows the arrangements offered, in particular bullet repayment facilities, provide additional benefits to housebuilders at the smaller endstrength and value of the market.

In October 2015, the Santander InnoVentures fund invested in the international payments firm Ripple Inc., which provides global financial settlement solutions and developsour overall proposition for businesses, built on our relationship banking infrastructure technology to reduce settlement costs for banks.approach.

 

 

16  Santander UK plc    13


IncomeBalanceCash
statement review     sheet review

flows

    

 

GLOBAL CORPORATE BANKING

Global Corporate Banking (formerly known as Corporate & Institutional Banking) services corporate clients and financial institutions that, because of their size, complexity or sophistication, require specially-tailored services or value-added wholesale products. It offers risk management and other value-added financial services to large corporates with a turnover of £500m and above £500m per annum and financial institutions, as well as tosupporting the rest of Santander UK’s businesses. The main businesses areas include: working capital management (trade and export finance and cash management), financing (Debt Capital Markets, and corporate and specialised lending) and risk management (foreign exchange, rates and liability management). As part of a rebrand across the Banco Santander group, Corporate & Institutional Banking (the UK segment of Santander Global Banking & Markets) has been branded asbusiness segments. Global Corporate Banking clients require specially tailored solutions and value-added services due to reflect the build out of a corporate client franchise,their size, complexity and the refinement of the customer centred strategy.sophistication. We provide these clients with products to manage currency fluctuations, protect against interest rate risk, and arrange capital markets finance and specialist trade finance solutions.

Summarised income statement

      

2015

£m

     

2014

£m

     

2013

£m

 

Net interest income

     72       75       65  

Non-interest income

     307       300       302  

Total operating income

     379       375       367  

Operating expenses before impairment losses, provisions and charges

     (287)       (260)       (186)  

Impairment releases on loans and advances

     13       4       -  

Provisions for other liabilities and charges

     (14)       (9)       (7)  

Total operating provisions and charges

     (1)       (5)       (7)  

Profit from continuing operations before tax

     91       110       174  

      

2016

£m

     

2015

£m

     

2014

£m

 

Net interest income

     81      72      75 

Non-interest income

     320      307      300 

Total operating income

     401      379      375 

Operating expenses before impairment losses, provisions and charges

     (280)      (287)      (260) 

Impairment (losses)/releases on loans and advances

     (21)      13      4 

Provisions for other liabilities and charges

     (12)      (14)      (9) 

Total operating provisions and charges

     (33)      (1)      (5) 

Profit before tax

     88      91      110 

2016 compared to 2015

Profit before tax decreased by £3m to £88m in 2016 (2015: £91m). By income statement line, the movements were:

-Net interest income increased 13% to £81m, with ongoing demand for project and acquisition finance, transactional services and factoring products offsetting continued asset margin compression.

-Non-interest income increased 4% to £320m, underpinned by ongoing demand for derivative and cash sales activities as well as market making activities.

-Operating expenses before impairment losses, provisions and charges decreased 2% to £280m, as we continue to improve the efficiency of our operating model.

-Impairment losses on loans and advances increased due to the impairment of a single loan that moved to non-performance in the second quarter of 2016 and the absence of releases in the year.

-Provisions for other liabilities and charges decreased by £2m to £12m.

2015 compared to 2014

Profit from continuing operations before tax decreased by £19m to £91m in 2015 (2014: £110m). By income statement line, the movements were:

-Net interest income decreased to £72m in 2015 (2014: £75m), with continued ongoing demand for project and acquisition finance transactions, syndicated loans, transactional services and factoring products mostly offset by margin compression.

-Non-interest income increased by £7m to £307m in 2015 (2014: £300m) principally due to increased revenues from our client derivative and cash sales activities, partially offset by lower demand in some market making activities.

-Operating expenses before impairment losses, provisions and charges increased by £27m to £287m in 2015 (2014: £260m), mainly reflecting investment in developing transactional, interest rate, foreign exchange and fixed income capabilities, transfer of a number of sales functions to London from Madrid in 2014, as well as the associated costs from related controls, systems and processes.

-Impairment releases on loans and advances benefitted from releases of £13m in 2015 (2014: £4m), reflecting loan disposals and restructurings.

-Provisions for other liabilities and charges increased by £5m to £14m in 2015 (2014: £9m) due to an increase in the UK Bank Levy.

2014 compared to 2013

Profit from continuing operations before tax decreased by £64m to £110m in 2014 (2013: £174m). By income statement line, the movements were:

Net interest income increased by £10m to £75m in 2014 (2013: £65m), driven by a deposit margin improvement.

Non-interest income decreased by £2m to £300m in 2014 (2013: £302m), principally due to lower demand for interest rate and foreign exchange risk management products and a risk reduction strategy in a volatile second half of the year. This was partially offset by an increase in the short-term markets activity of clients.

We continued to develop the client franchise, in particular the large corporate segment, through a focused client approach, an increase in the number of bankers providing coverage as well as improved product offerings. We continued to refocus the business mix towards core banking activities, such as global transaction banking, debt capital markets, supply chain finance and cash management. We also exited from a number of non-core activities where we lack scale and expertise.
Operating expenses before impairment losses, provisions and charges increased by £74m to £260m in 2014 (2013: £186m), mainly reflecting investment in developing transactional, interest rate and fixed income capabilities (including a new cash management platform, specific foreign exchange tools and infrastructure for supply chain finance), as well as the related controls, systems and processes.
Impairment losses on loans and advances benefitted from a release of £4m in 2014 (2013: £nil) reflecting improved performance of loans due to general improvements in economic conditions.
Provisions for other liabilities and charges remained broadly stable at £9m in 2014 (2013: £7m).

 

 

Annual Report 2015

Financial review

Balances and ratios

      

2015

£bn

     

2014

£bn

     

2013

£bn

 

Total assets

     36.6       38.3       37.9  

Customer loans

     5.5       5.2       5.1  

Other assets

     31.1       33.1       32.8  

Risk-weighted assets

     15.4       16.8       16.5  

Customer deposits

     3.0       2.3       2.6  

NPL ratio(1) (2)

     0.18%       1.01%       0.33%  

Coverage ratio(1) (3)

     330%       138%       453%  
(1)The balances include interest charged to the customer’s account, but exclude interest accrued but not yet charged to the account.
(2)NPLs as a percentage of customer loans.
(3)Impairment loss allowance as a percentage of NPLs. The impairment loan loss allowance includes provisions against both NPLs and other loans where a provision is required. As a result the ratio can exceed 100%.

2015 compared to 2014

Total assets principally consist of derivatives, fixed income products and customer loans. Total assets decreased by 4% to £36.6bn at 31 December 2015 (2014: £38.3bn).
Customer loans increased to £5.5bn at 31 December 2015 (2014: £5.2bn), driven by refinancing and origination activities related to syndicated loans, project and acquisition finance and transactional services. We continue to develop our larger corporate and institutional client franchise and our product offering in banking and capital markets. We are focusing the business mix towards core banking activities, such as global transaction banking, Debt Capital Markets solutions, supply chain finance and cash management, and have recently added private placement capabilities in order to offer products our customers require.
Other assets principally consist of derivatives and fixed income products. Other assets decreased by £2.0bn to £31.1bn at 31 December 2015 (2014: £33.1bn) due to decrease in holdings of debt securities and the reduction in fair value of interest rate and cross currency derivative assets principally driven by movements in yield curves and foreign exchange rates. This was partially offset by the higher levels of securities purchased under resale agreements.
Risk-weighted assets decreased slightly to £15.4bn at 31 December 2015 (2014: £16.8bn) reflecting decreases in market and counterparty credit risk.
Customer deposits increased to £3.0bn at 31 December 2015 (2014: £2.3bn) as we continued to attract deposit balances where we have strong customer relationships.
The NPL ratio decreased to 0.18% at 31 December 2015 (2014: 1.01%), due to further loan disposals.

2014 compared to 2013

Total assets principally consist of derivatives, fixed income products and customer loans. Total assets increased by 1% to £38.3bn at 31 December 2014 (2013: £37.9bn). The increase was driven by the growth in customer loans described below.
Customer loans increased to £5.2bn at 31 December 2014 (2013: £5.1bn), despite volatile market conditions and an acceleration of refinancing activities.
Other assets principally consist of derivatives and fixed income products. Other assets increased slightly by 1% to £33.1bn at 31 December 2014 (2013: £32.8bn).
Risk-weighted assets increased slightly to £16.8bn at 31 December 2014 (2013: £16.5bn) reflecting customer loan growth.
Customer deposits decreased to £2.3bn at 31 December 2014 (2013: £2.6bn) as part of a plan to focus more on the management of our relationship driven deposit base.
The NPL ratio increased to 1.01% at 31 December 2014 (2013: 0.33%), due to a single infrastructure loan which moved to non-performance.

Business development in 2015

We continue to develop our larger corporate and institutional client franchise and our product offering in banking and capital markets. We anticipate a further two years of investment in order to complete a service offering complementary to the one we now have in place for our smaller corporate customers. We are starting to see some revenue momentum from the investment in service capability of our core banking services.
We continue to focus the business mix on core banking activities, such as global transaction banking, Debt Capital Markets solutions, supply chain finance, cash management and private placement capabilities in order to offer products our customers require.
In conjunction with Commercial Banking, we have developed a digital foreign exchange platform, ‘Santander Flame’. This platform allows our customers to execute and manage their foreign exchange risk in one place with the capability to access the platform on the move.

1814    Santander UK plc


          Income statement       Balance sheet  Cash
               statement review  sheet review  

flows

 

Balances

      

2016

£bn

     

2015

£bn

     

2014

£bn

 

Total assets

     39.8      36.6      38.3 

Customer loans

     5.7      5.5      5.2 

Other assets

     34.1      31.1      33.1 

RWAs

     16.9      15.4      16.8 

Customer deposits

     4.1      3.0      2.3 

2016 compared to 2015

-Total assets principally consist of derivatives, fixed income products and customer loans. Total assets increased by 9% to £39.8bn at 31 December 2016 (2015: £36.6bn).

-Customer loans increased to £5.7bn, driven by our refinancing and origination activities relating to project and acquisition finance and transactional services, partially offset by lower client drawdowns in the fourth quarter of 2016.

-Other assets principally consist of derivatives and fixed income products. Other assets increased by £3.0bn to £34.1bn at 31 December 2016 (2015: £31.1bn).

-RWAs were significantly impacted by market volatility which increased credit and counterparty risk. RWAs attributable to customer loans were £7.5bn (2015: £7.8bn), with asset growth offset by capital management.

-Customer deposits were higher at £4.1bn, as we continue to focus on deeper customer relationships.

2015 compared to 2014

-Total assets decreased by 4% to £36.6bn at 31 December 2015 (2014: £38.3bn).

-Customer loans increased to £5.5bn at 31 December 2015 (2014: £5.2bn), driven by refinancing and origination activities related to syndicated loans, project and acquisition finance and transactional services. We continued to develop our larger corporate and institutional client franchise and our product offering in banking and capital markets. We focused the business mix towards core banking activities, such as global transaction banking, Debt Capital Markets solutions, supply chain finance and cash management, and added private placement capabilities in order to offer products our customers require.

-Other assets decreased by £2.0bn to £31.1bn at 31 December 2015 (2014: £33.1bn) due to a decrease in holdings of debt securities and the reduction in fair value of interest rate and cross currency derivative assets principally driven by movements in yield curves and foreign exchange rates. This was partially offset by higher levels of securities purchased under resale agreements.

-RWAs decreased slightly to £15.4bn at 31 December 2015 (2014: £16.8bn) reflecting decreases in market and counterparty credit risk.

-Customer deposits increased to £3.0bn at 31 December 2015 (2014: £2.3bn) as we continued to attract deposit balances where we have strong customer relationships.

Business development in 2016

-In 2016, we further refined our business model to deepen relationships with clients and increase loyalty. Specific initiatives were undertaken to improve the overall customer experience, including the rollout of the Client Management Service function, which streamlines the on-boarding process.

-Strong 2016 results, with greater Commercial Banking collaboration and more cross-border business. We also increased commercial activity with financial institution clients and benefitted from strong demand in the Emerging Markets business.

-We continue to focus on opportunities to drive fee income and maximise our return on capital by effectively leveraging our transactional products, FX and advisory services.

-Effective cost management remains a key priority, while we continue to strengthen our governance oversight to ensure that the business is well positioned to support its current and future growth plans. In 2016, we made significant progress towards meeting all our regulatory and compliance obligations.

Santander UK plc    15


 

CORPORATE CENTRE

Corporate Centre predominantly consists of the non-core corporate and treasury legacy portfolios. Corporate Centre is also responsible for managing capital and funding, balance sheet composition and structure and strategic liquidity risk. The non-core corporate and treasury legacy portfolios include aviation, shipping, infrastructure, commercial mortgages, Social Housing loans and structured credit assets, all of which are being run-down and/or managed for value. In addition, the co-brand credit cards business sold in 2013 was managed in Corporate Centre prior to its sale and presented as discontinued operations.

Summarised income statement

 

      

2015

£m

     

2014

£m

     

2013

£m

 

Net interest income/(expense)

     58       39       (49)  

Non-interest income

     61       87       74  

Total operating income

     119       126       25  

Operating expenses before impairment losses, provisions and charges

     2       (87)       (1)  

Impairment releases/(losses) on loans and advances

     36       17       (9)  

Provisions for other liabilities and charges

     3       -       -  

Total operating impairment losses, provisions and charges

     39       17       (9)  

Profit from continuing operations before tax

     160       56       15  

    

                     

Loss from discontinued operations after tax

     -       -       (8)  
      

2016

£m

     

2015

£m

     

2014

£m

 

Net interest (expense)/income

     (57)      58      39 

Non-interest income

     229      61      87 

Total operating income

     172      119      126 

Operating expenses before impairment losses, provisions and charges

     (119)      2      (87) 

Impairment releases on loans and advances

     3      36      17 

Provisions for other liabilities and (charges)/releases

     (21)      3      - 

Total operating impairment losses, provisions and charges

     (18)      39      17 

Profit before tax

     35      160      56 

2016 compared to 2015

Profit before tax decreased by £125m to £35m in 2016 (2015: £160m). By income statement line, the movements were:

-Net interest expense of £57m down from £58m income in 2015, reflects changes in the commercial balance sheet profile and in part an increase in wholesale funding cost. This cost increased with the commencement of senior unsecured issuance from the holding company to meet our MREL recapitalisation requirements.

Due to the lower interest rate environment, we envisage that net interest income from the structural hedge will decrease as a result of maturing positions being reinvested at lower prevailing rates. The majority of new mortgage flows are left un-hedged to provide stable returns on equity and current accounts. The average term of our new mortgage flows is about 2.5 years, with a total structural hedge position of c. £80bn.

-Non-interest income benefited from a £119m gain on the sale of our Visa Europe Limited shareholding in Q216, and mark-to-market movements on economic hedges.

-Operating expenses before impairment losses, provisions and charges mainly represent £122m of regulatory compliance and project costs relating to Banking Reform, including intangible asset write-downs.

-Impairment releases on loans and advances decreased to £3m, with lower releases from asset disposals than in 2015.

-Provisions for other liabilities include employee restructuring costs and related provisions.

2015 compared to 2014

Profit from continuing operations before tax increased by £104m to £160m in 2015 (2014: £56m). By income statement line, the movements were:

-Net interest income increased by £19m to £58m in 2015 (2014: £39m), reflecting the differing maturity and behavioural profiles between the commercial balance sheet and the improved funding cost.

-Non-interest income decreased by £26m to £61m in 2015 (2014: £87m), reflecting reduced mark-to-market movements in debt issuance and other portfolios are effectively hedged in line with Santander UK’s risk management policies.

-Operating expenses before impairment losses, provisions and charges decreased by £89m to £2m income in 2015 (2014: £87m). In 2014, the benefit was principally due to a net gain of £218m which arose as a result of scheme changes that limit future defined benefit pension entitlements and provide for the longer term sustainability of our staff pension arrangement. This was more than offset by additional project costs of £98m, including those relating to our investment programme, which were borne centrally, and software write-offs of £206m for the decommissioning of redundant systems following the implementation of our new digital platform and the completion of our product simplification programme.

-Impairment releases on loans and advances increased by £19m to £36m in 2015 (2014: £17m) mainly due to provision releases in the non-core portfolio as a result of asset disposals and repayments.

-Provisions for other liabilities and charges decreased by £3m to releases of £3m (2014: £nil), as a result of loan disposals during the year.

2014 compared to 2013

Profit from continuing operations before tax increased by £41m to £56m in 2014 (2013: £15m). By income statement line, the movements were:

16    Santander UK plc


Net interest income increased by £88m to £39m in 2014 (2013: £49m expense) driven by lower funding costs reflecting debt re-pricing and a smaller customer funding gap.
  Non-interest income increased by £13m to £87m in 2014 (2013: £74m) largely reflecting mark-to-market gains.
  Operating expenses before impairment losses, provisions and charges increased by £86m to £87m in 2014 (2013: £1m) principally due to pension gains of £218m and write-off and other costs of £304m. The pension gain arose as a result of scheme changes that limit future defined benefit pension entitlements and provide for the longer term sustainability of our staff pension arrangement. Also following the implementation of our new digital platform and the completion of our product simplification programme we made write-offs for the decommissioning of redundant systems and charged investment costs, totalling £304m. This included software write-offs of £206m charged to depreciation, amortisation and impairment, and investment costs of £98m relating to technology and digital capability build out, which cannot be capitalised. The write-offs are expected to reduce our future depreciation charge.
  Impairment losses on loans and advances decreased by £26m to releases of £17m in 2014 (2013: charge of £9m) due to a £25m release in the non-core portfolio as a result of the improving economic environment and disposal of assets, utilising lower provisions than allocated.Income statement     Balance sheetCash

Loss from discontinued operations after tax of £nil in 2014 (2013: £8m) reflected the sale of the co-brand credit cards business in 2013.

Annual Report 2015

Financial reviewreview

flows

 

    

 

Balances and ratios

 

      

2015

£bn

     

2014

£bn

     

2013

£bn

 

Total assets

     52.0       55.6       55.0  

Customer loans (non-core)

     7.4       8.3       9.4  

- of which Social housing

     6.2       6.7       7.1  

Risk-weighted assets

     7.1       7.2       7.9  

Customer deposits

     3.9       5.2       6.8  

NPL ratio(1) (2)

     1.18%       1.62%       2.36%  

Coverage ratio(1) (3)

     117%       134%       125%  
      

2016

£bn

     

2015

£bn

     

2014

£bn

 

Total assets

     68.2      52.0      55.6 

Customer loans (non-core)

     6.5      7.4      8.3 

- of which Social Housing

     5.4      6.2      6.7 

RWAs

     6.7      7.1      7.2 

Customer deposits

     3.0      3.9      5.2 

2016 compared to 2015

(1)-The balances include interest chargedTotal assets increased by 31% to the customer’s account, but exclude interest accrued but not yet charged to the account.£68.2bn at 31 December 2016 (2015: £52.0bn).

(2)-NPLsCustomer loans decreased for the year, as a percentage of customer loans.we continue to implement our ongoing exit strategy from individual loans and leases to run-down the non-core corporate and legacy portfolios.

(3)-Impairment loan loss allowanceRWAs decreased with the reduction in non-core customer loans and the sale of our Visa Europe Limited shareholding, partially offset by the impact of higher market volatility on counterparty credit risk. RWAs attributable to non-core customer loans amounted to £1.3bn (2015: £1.5bn).

-Customer deposits decreased £0.9bn, as a percentage of NPLs. The impairment loan loss allowance includes provisions against both NPLs and other loans where a provision is required. As a resultwe continued to rebalance the ratio can exceed 100%.deposit base tenor.

2015 compared to 2014

-Total assets principally consists of liquid assets and non-core customer loans. Total assets decreased by 6% to £52.0bn at 31 December 2015 (2014: £55.6bn).

-Customer loans decreased by 11% to £7.4bn at 31 December 2015 (2014: £8.3bn) due to the run-down of the non-core corporate and legacy portfolios as we continued to successfully implement our ongoing exit strategy from individual loans and leases. Disposals of assets continued across the portfolios with no significant impact on the income statement. The Social Housing loan portfolio remained relatively stable, reflecting its long-term, low risk nature.

-
Risk-weighted assetsRWAs decreased by 1.4% to £7.1bn at 31 December 2015 (2014: £7.2bn) with the reduction in non-core customer loan exposures and the continued run-down of the other non-core corporate and legacy portfolios offset by an increased operational risk charge.

-Customer deposits decreased by 25% to £3.9bn at 31 December 2015 (2014: £5.2bn), as we focused on rebalancing the deposit base tenure.
The NPL ratio decreased to 1.18% at 31 December 2015 (2014: 1.62%), due to further loan disposals.

2014 compared to 2013

Total assets increased by 1% to £55.6bn at 31 December 2014 (2013: £55.0bn) principally driven by an increase in liquid assets, partially offset by the reduction in non-core customer loans described below. Liquid asset balances continued to be managed against liquidity requirements with a focus on efficiency, given stability in capital markets and as a consequence of historic actions taken to strengthen the balance sheet.
Customer loans decreased by 12% to £8.3bn at 31 December 2014 (2013: £9.4bn) due to the rundown of the non-core corporate and legacy portfolios as we continued to successfully implement our on-going exit strategy from individual loans and leases. Disposals of assets continued across the portfolios with no significant impact on the income statement. The Social Housing loan portfolio remained relatively stable, reflecting its long-term, low risk nature.
Risk-weighted assets decreased by 9% to £7.2bn at 31 December 2014 (2013: £7.9bn) largely reflecting the reduction in customer loans due to the continued run-down of the non-core corporate and legacy portfolios.
Customer deposits decreased by 24% to £5.2bn at 31 December 2014 (2013: £6.8bn), as part of a plan to focus on the management of our more relationship-driven deposit base.
The NPL ratio decreased to 1.62% at 31 December 2014 (2013: 2.36%), reflecting the on-going sale and run-off of the non-core corporate and legacy portfolios which continued with no significant impact on the income statement. Social Housing loans comprised 81% of customer loans in Corporate Centre at 31 December 2014, and this portfolio is fully performing.tenor.

 

 

20Santander UK plc    17


Annual Report 2016

Financial review

Balance sheet review

This Financial review describes our significant assets and liabilities and our strategy and reasons for entering into such transactions. In this section, references to UK and non-UK, in the geographical analysis, refer to the location of the office where the transaction is recorded.

SUMMARISED CONSOLIDATED BALANCE SHEET

      

2016

£m

     

2015

£m

 

Assets

        

Cash and balances at central banks

     17,107      16,842 

Trading assets

     30,035      23,961 

Derivative financial instruments

     25,471      20,911 

Financial assets designated at fair value

     2,140      2,398 

Loans and advances to banks

     4,348      3,548 

Loans and advances to customers

     199,738      198,045 

Loans and receivables securities

     257      52 

Available-for-sale securities

     10,561      9,012 

Held-to-maturity investments

     6,648      - 

Macro hedge of interest rate risk

     1,098      781 

Interest in other entities

     61      48 

Property, plant and equipment

     1,491      1,597 

Retirement benefit assets

     398      556 

Tax, intangibles and other assets

     3,789      3,655 

Total assets

     303,142      281,406 

Liabilities

        

Deposits by banks

     9,769      8,278 

Deposits by customers

     177,172      164,074 

Trading liabilities

     15,560      12,722 

Derivative financial instruments

     23,103      21,508 

Financial liabilities designated at fair value

     2,440      2,016 

Debt securities in issue

     50,346      49,615 

Subordinated liabilities

     4,303      3,885 

Macro hedge of interest rate risk

     350      110 

Retirement benefit obligations

     262      110 

Tax, other liabilities and provisions

     3,753      3,429 

Total liabilities

     287,058      265,747 

Equity

        

Total shareholders’ equity

     15,934      15,524 

Non-controlling interests

     150      135 

Total equity

     16,084      15,659 

Total liabilities and equity

     303,142      281,406 

A more detailed consolidated balance sheet is contained in the Consolidated Financial Statements.

2016 compared to 2015

Assets

Trading assets

Trading assets increased by 25% to £30,035m at 31 December 2016 (2015: £23,961m), reflecting changes in the mix of assets held for liquidity purposes, with higher levels of securities purchased under resale agreements and debt, partially offset by decreased holdings of equity securities.

Derivative financial instruments - assets

Derivative assets increased by 22% to £25,471 m at 31 December 2016 (2015: £20,911m). The increase was mainly due to volatility in the fair value of interest rate and cross currency derivative assets principally driven by movements in yield curves and foreign exchange rates.

Financial assets designated at fair value through profit or loss

Financial assets designated at fair value through profit or loss decreased by 11% to £2,140m at 31 December 2016 (2015: £2,398m), mainly driven by maturities and redemptions within the portfolio, partially offset by an increase in the valuation of assets. In accordance with our policy, new loans are no longer being designated at fair value.

Loans and advances to banks

Loans and advances to banks increased 23% to £4,348m at 31 December 2016 (2015: £3,548m). The increase was driven by a higher volume in securities purchased under resale agreements and placements with other banks.

Loans and advances to customers

Loans and advances to customers increased by 1% to £199,738m at 31 December 2016 (2015: £198,045m), principally due to net increases of £1.5bn in residential mortgage balances and £0.9bn in loans to UK companies, partially offset by a managed decrease of £0.9bn in the non-core portfolio.

18    Santander UK plc


          Income statement       Balance sheet        Cash
               statement review  review  

flows

 

Balance sheet review

This Financial review describes Santander UK’s significant assets and liabilities and its strategy and reasons for entering into such transactions. In this section, references to UK and non-UK, in the geographical analysis, refer to the location of the office where the transaction is recorded.

SUMMARISED CONSOLIDATED BALANCE SHEET

      

2015

£m

     

2014

£m

 

Assets

        

Cash and balances at central banks

     16,842       22,562  

Trading assets

     23,961       21,700  

Derivative financial instruments

     20,911       23,021  

Financial assets designated at fair value

     2,398       2,881  

Loans and advances to banks

     3,548       2,057  

Loans and advances to customers

     198,045       188,691  

Loans and receivables securities

     52       118  

Available for sale securities

     9,012       8,944  

Macro hedge of interest rate risk

     781       963  

Interest in other entities

     48       38  

Property, plant and equipment

     1,597       1,624  

Retirement benefit assets

     556       315  

Tax, intangibles and other assets

     3,655       3,063  

Total assets

     281,406       275,977  

Liabilities

        

Deposits by banks

     8,278       8,214  

Deposits by customers

     164,074       153,606  

Trading liabilities

     12,722       15,333  

Derivative financial instruments

     21,508       22,732  

Financial liabilities designated at fair value

     2,016       2,848  

Debt securities in issue

     49,615       51,790  

Subordinated liabilities

     3,885       4,002  

Macro hedge of interest rate risk

     110       139  

Retirement benefit obligations

     110       199  

Tax, other liabilities and provisions

     3,429       2,921  

Total liabilities

     265,747       261,784  

Equity

        

Total shareholders’ equity

     15,524       14,193  

Non-controlling interests

     135       -  

Total equity

     15,659       14,193  

Total liabilities and equity

     281,406       275,977  

A more detailed consolidated balance sheet is contained in the Consolidated Financial Statements.

2015 compared to 2014

Assets

Cash and balances at central banks

Cash and balances held at central banks decreased by 25% to £16,842m at 31 December 2015 (2014: £22,562m). The decrease was mainly attributable to a reduction in balances at central banks reflecting lower liquidity requirements.

Trading assets

Trading assets increased by 10% to £23,961m at 31 December 2015 (2014: £21,700m), reflecting changes in the mix of assets held for liquidity purposes, with higher levels of securities purchased under resale agreements and equities partially offset by decreased holdings of debt securities.

Derivative financial instruments - assets

Derivative assets decreased by 9% to £20,911m at 31 December 2015 (2014: £23,021m). The decrease was mainly attributable to decreases in the fair value of interest rate and cross currency derivative assets principally driven by movements in yield curves and foreign exchange rates.

Financial assets designated at fair value through profit and loss

Financial assets designated at fair value through profit and loss decreased by 17% to £2,398m at 31 December 2015 (2014: £2,881m), mainly driven by the decrease in the valuation of assets and maturities within the portfolio. In accordance with Santander UK’s policy, new loans are no longer being designated at fair value.

Loans and advances to banks

Loans and advances to banks increased by 72% to £3,548m at 31 December 2015 (2014: £2,057m). The increase was mainly driven by medium-term securities purchased under resale agreements and an increase in short-term positions with other entities.

Loans and advances to customers

Loans and advances to customers increased by 5% to £198,045m at 31 December 2015 (2014: £188,691m) principally due to the increase in corporate portfolios and mortgages, maintaining a positive momentum despite an increasingly competitive and challenging market. Alongside this, unsecured and vehicle finance increased driven by the commencement of the PSA cooperation.

Annual Report 2015

Financial review

    

 

Loans and receivablesAvailable-for-sale securities

Loans and receivablesAvailable-for-sale securities decreasedincreased by 56%17% to £52m£10,561m at 31 December 2015 (2014: £118m) principally2016 (2015: £9,012m) mainly due to sales and maturities of non-core assetsan increase in line with our business strategy to exit this market.

Available for saledebt securities

Available for sale securities increased by 1% to £9,012m at 31 December 2015 (2014: £8,944m) primarily as part of normal liquidliquidity asset portfolio management activity.

Held-to-maturity investments

Held-to-maturity investments increased to £6,648m at 31 December 2016 (2015: £nil). During the year, the Santander UK group purchased a portfolio of UK Government debt securities for liquidity purposes. These were classified as held-to-maturity investments on acquisition.

Macro hedge of interest rate risk - assets

The macro hedge of interest rate risk decreasedincreased by 19%41% to £781m£1,098m at 31 December 2015 (2014: £963m), mainly driven by general movements in yield curves.

Property, plant and equipment

Property, plant and equipment decreased by 2% to £1,597m at 31 December 2015 (2014: £1,624m). The decrease was2016 (2015: £781m) mainly driven by the depreciation and impairment charge for the year offset by additional investments made in respect of the branch network offices refurbishment.lower interest rate environment.

Retirement benefit assets

Retirement benefit assets increaseddecreased by 77%28% to £556m£398m at 31 December 2015 (2014: £315m)2016 (2015: ��556m). For those sections of the Santander UK(UK) Group Pension Scheme which had surpluses, the key driversdecrease was due to a combination of the increase were actuarial gains arising from experience adjustments and modest improvementsa change in methodology to derive the discount rate for scheme liabilities and life expectancy together withgeneral price inflation which occurred during the acquisition ofyear, and the PSA retirement benefit scheme.fall in underlying corporate bond yields which drive the discount rate. This was partially offset by strong asset performance. For more, see Note 34 to the Consolidation Financial Statements.

Tax, intangibles and other assets

Tax, intangibles and other assets increased by 19%4% to £3,655m£3,789m at 31 December 2015 (2014: £3,063m)2016 (2015: £3,655m). The increase was primarily driven by an increase in tradeprepayments and other receivables relating to settlementcapitalisation of transactions.computer software.

Liabilities

Deposits by banks

Deposits by banks increased by 1%18% to £8,278m£9,769m at 31 December 2015 (2014: £8,214m)2016 (2015: £8,278m) driven by maturitiesdeposits with the Bank of medium-termEngland as part of the new Term Funding scheme implemented in 2016, partially offset by a decrease in securities sold under agreements to repurchase offset by increase in other assets.resale agreements.

Deposits by customers

Deposits by customers increased by 7%8% to £164,074m£177,172m at 31 December 2015 (2014: £153,606m)2016 (2015: £164,074m) as we continued to focusfocused on retaining and originating accounts held by more loyal customers. Retail Banking current account balances increased and Commercial Banking deposits increased through enhanced capabilities and building on strong customer relationships.customers, with a continued net positive inflows to 1I2I3 Current Account.

Trading liabilities

Trading liabilities decreasedincreased by 17%22% to £12,722m£15,560m at 31 December 2015 (2014: £15,333m)2016 (2015: £12,722m) as a result of a decreasean increase in short positionscollateral held and short-term deposits and collateral held,securities purchased under repurchase agreements, as part of normal trading activity.

Derivative financial instruments - liabilities

Derivative liabilities decreasedincreased by 5%7% to £21,508m£23,103m at 31 December 2015 (2014: £22,732m)2016 (2015: £21,508m). The decreaseincrease was mainly attributabledue to decreasesvolatility in the fair value of interest rate and cross currency derivative liabilities mainly driven by movements in yield curves and foreign exchange rates.

Financial liabilities designated at fair value through profit and loss

Financial liabilities designated at fair value through profit and loss decreased by 29% to £2,016m at 31 December 2015 (2014: £2,848m). The decrease principally reflected reduced issuances in the different programmes of financial liabilities designated at fair value through profit or loss.

Debt securities in issue

Debt securities in issue decreasedincreased by 4%1% to £49,615m£50,346m at 31 December 2015 (2014: £51,790m)2016 (2015: £49,615m), driven by maturities in the year,issuance of senior unsecured debt partially offset by additional medium-term funding assumed in connection with the commencementredemption of the PSA cooperation.

Subordinated liabilities

Subordinated liabilities decreased by 3% to £3,885m at 31 December 2015 (2014: £4,002m). The decrease was attributable to a capital management exercise in the year partially offset by new issuances of dated subordinated notes.notes within our securitisation programmes.

Macro hedge of interest rate risk - liabilities

Macro hedge of interest rate risk decreased by 21%increased to £110m£350m at 31 December 2015 (2014: £139m)2016 (2015: £110m) mainly driven by movements in yield curves.the lower interest rate environment.

Retirement benefit obligations

Retirement benefit obligations decreasedincreased by 45%138% to £110m£262m at 31 December 2015 (2014: £199m)2016 (2015: £110m). The key driversFor those sections of the decrease were actuarial gains arising from experience adjustments and modest improvementsSantander (UK) Group Pension Scheme which had deficits, the increase was a combination of a change in methodology to derive the discount rate for scheme liabilities and life expectancy.general price inflation which occurred during the year, the fall in underlying corporate bond yields which drive the discount rate which was partially offset by strong asset performance. For more, see Note 34 to the Consolidation Financial Statements.

Tax, other liabilities and provisions

Tax, other liabilities and provisions increased by 17%9% to £3,429m£3,753m at 31 December 2015 (2014: £2,921m)2016 (2015: £3,429m). The increase wasmainly reflected the increase in dividends payable, increase in current tax liabilities attributable to increase inthe banking corporation tax surcharge and unsettled financial transactions and increase in tax liabilities reflected other liabilities outstanding to be settled at year end and additional conduct provisions provided in 2015.transactions.

Equity

Total shareholders’ equity

Total shareholders’ equity increased by 9%3% to £15,524m£15,934m at 31 December 2015 (2014: £14,193m)2016 (2015: £15,524m). The increase was principally attributable to the issuance of £750m Perpetual Capital Securities, actuarial gains on defined benefit pension fund and profit for the year and the valuation of cash flow hedges, partially offset by actuarial losses on the defined benefit pension funds and dividends approved.

Non-controlling interests

Non-controlling interests increased by 11% to £135m at£150m 31 December 2015 (2014: £nil)2016 (2015: £135m) due to the acquisition of 50% of the ordinary shares ofprofits from PSA Finance UK Limited, partially offset by dividends paid by PSA Finance UK Limited. For further details, see Notes 37 and 46 to the Consolidated Financial Statements.

 

 

22  Santander UK plc    19


IncomeBalance sheet      Cash
statement review     review

flows

Annual Report 2016

Financial review

    

 

RECONCILIATION TO CLASSIFICATIONS IN THE CONSOLIDATED BALANCE SHEET

In the rest of the Balance sheet review, our assets and liabilities are summarised by their nature, rather than by how they are classified in the Consolidated Balance Sheet. These two presentations can be reconciled as follows:

 

2015  Financial review section           
2016     Financial review section         
Balance sheet line item  Note  Securities   

Loans and

advances to

banks

   

Loans and advances to

customers

   Derivatives   

Tangible

fixed

assets

   Retirement
benefit
assets
   Other   

Balance

sheet total

   Note  Securities   Loans and
advances to
banks
   

Loans and

advances to
customers

   Derivatives   

Tangible
fixed

assets

   Retirement
benefit
assets
   Other   

Balance

sheet total

 
  £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m 

Assets

                                    

Cash and balances at central banks

     -     -     -     -     -     -     16,842     16,842       -    -    -    -    -    -    17,107    17,107 

Trading assets

  12   12,568     5,433     5,960     -     -     -     -     23,961    11   12,234    7,478    10,323    -    -    -    -    30,035 

Derivative financial instruments

  13   -     -     -     20,911     -     -     -     20,911    12   -    -    -    25,471    -    -    -    25,471 

Financial assets designated at fair value

  14   507     -     1,891     -     -     -     -     2,398    13   409    -    1,731    -    -    -    -    2,140 

Loans and advances to banks

  15   -     3,548     -     -     -     -     -     3,548    14   -    4,348    -    -    -    -    -    4,348 

Loans and advances to customers

  16   -     -     198,045     -     -     -     -     198,045    15   -    -    199,738    -    -    -    -    199,738 

Loans and receivables securities

  19   -     1     51     -     -     -     -     52    18   -    2    255    -    -    -    -    257 

Available for sale securities

  20   9,012     -     -     -     -     -     -     9,012  

Available-for-sale securities

  19   10,561    -    -    -    -    -    -    10,561 

Held-to-maturity investments

  20   6,648    -    -    -    -    -    -    6,648 

Macro hedge of interest rate risk

     -     -     -     -     -     -     781     781       -    -    -    -    -    -    1,098    1,098 

Interests in other entities

  21   -     -     -     -     -     -     48     48    21   -    -    -    -    -    -    61    61 

Property, plant and equipment

  23   -     -     -     -     1,597     -     -     1,597    23   -    -    -    -    1,491    -    -    1,491 

Retirement benefit assets

  34   -     -     -     -     -     556     -     556    34   -    -    -    -    -    398    -    398 

Tax, intangibles and other assets

      -     -     -     -     -     -     3,655     3,655        -    -    -    -    -    -    3,789    3,789 
      22,087     8,982     205,947     20,911     1,597     556     21,326     281,406        29,852    11,828    212,047    25,471    1,491    398    22,055    303,142 
         

Deposits by

banks

   Deposits by customers   

Debt securities

in issue

   Derivatives   Retirement
benefit
obligations
   Other   

Balance

sheet total

          

Deposits by

banks

   

Deposits by

customers

   

Debt securities

in issue

   Derivatives   Retirement
benefit
obligations
   Other   

Balance

sheet total

 
       £m   £m   £m   £m   £m   £m   £m        £m   £m   £m   £m   £m   £m   £m 

Liabilities

                                    

Deposits by banks

  26     8,278     -     -     -     -     -     8,278    26     9,769    -    -    -    -    -    9,769 

Deposits by customers

  27     -     164,074     -     -     -     -     164,074    27     -    177,172    -    -    -    -    177,172 

Trading liabilities

  28     2,777     7,151     2,794     -     -     -     12,722    28     4,200    8,559    2,801    -    -    -    15,560 

Derivative financial instruments

  13     -     -     -     21,508     -     -     21,508    12     -    -    -    23,103    -    -    23,103 

Financial liabilities designated at fair value

  29     -     -     2,016     -     -     -     2,016    29     -    526    1,914    -    -    -    2,440 

Debt securities in issue

  30      -     -     49,615     -     -     -     49,615    30     -    -    50,346    -    -    -    50,346 

Subordinated liabilities

  31      -     -     3,885     -     -     -     3,885    31     -    -    4,303    -    -    -    4,303 

Macro hedge of interest rate risk

       -     -     -     -     -     110     110         -    -    -    -    -    350    350 

Retirement benefit obligations

  34     -     -     -     -     110     -     110    34     -    -    -    -    262    -    262 

Tax, other liabilities and provisions

         -     -     -     -     -     3,429     3,429           -    -    -    -    -    3,753    3,753 
         11,055     171,225     58,310     21,508     110     3,539     265,747           13,969    186,257    59,364    23,103    262    4,103    287,058 
2014  Financial review section           
2015     Financial review section         
Balance sheet line item  Note  Securities   Loans and
advances to
banks
   Loans and advances to
customers
   Derivatives   

Tangible
fixed

assets

   Retirement
benefit
assets
   Other   

Balance

sheet total

   Note  Securities   

Loans and

advances to

banks

   

Loans and
advances to

customers

   Derivatives   

Tangible
fixed

assets

   

Retirement
benefit

assets

   Other   

Balance

sheet total

 
  £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m   £m 

Assets

                                    

Cash and balances at central banks

     -     -     -     -     -     -     22,562     22,562       -    -    -    -    -    -    16,842    16,842 

Trading assets

  12   12,757     5,936     3,007     -     -     -     -     21,700    11   12,568    5,433    5,960    -    -    -    -    23,961 

Derivative financial instruments

  13   -     -     -     23,021     -     -     -     23,021    12   -    -    -    20,911    -    -    -    20,911 

Financial assets designated at fair value

  14   622     -     2,259     -     -     -     -     2,881    13   507    -    1,891    -    -    -    -    2,398 

Loans and advances to banks

  15   -     2,057     -     -     -     -     -     2,057    14   -    3,548    -    -    -    -    -    3,548 

Loans and advances to customers

  16   -     -     188,691     -     -     -     -     188,691    15   -    -    198,045    -    -    -    -    198,045 

Loans and receivables securities

  19   -     9     109     -     -     -     -     118    18   -    1    51    -    -    -    -    52 

Available for sale securities

  20   8,944     -     -     -     -     -     -     8,944  

Available-for-sale securities

  19   9,012    -    -    -    -    -    -    9,012 

Macro hedge of interest rate risk

     -     -     -     -     -     -     963     963       -    -    -    -    -    -    781    781 

Interests in other entities

  21   -     -     -     -     -     -     38     38    21   -    -    -    -    -    -    48    48 

Property, plant and equipment

  23   -     -     -     -     1,624     -     -     1,624    23   -    -    -    -    1,597    -    -    1,597 

Retirement benefit assets

  34   -     -     -     -     -     315     -     315    34   -    -    -    -    -    556    -    556 

Tax, intangibles and other assets

      -     -     -     -     -     -     3,063     3,063        -    -    -    -    -    -    3,655    3,655 
      22,323     8,002     194,066     23,021     1,624     315     26,626     275,977        22,087    8,982    205,947    20,911    1,597    556    21,326    281,406 
         

Deposits by

banks

   Deposits by customers   

Debt securities

in issue

   Derivatives   Retirement
benefit
obligations
   Other   

Balance

sheet total

          

Deposits by

banks

   Deposits by
customers
   

Debt securities

in issue

   Derivatives   Retirement
benefit
obligations
   Other   

Balance

sheet total

 
       £m   £m   £m   £m   £m   £m   £m        £m   £m   £m   £m   £m   £m   £m 

Liabilities

                                    

Deposits by banks

  26     8,214     -     -     -     -     -     8,214    26     8,278    -    -    -    -    -    8,278 

Deposits by customers

  27     -     153,606     -     -     -     -     153,606    27     -    164,074    -    -    -    -    164,074 

Trading liabilities

  28     7,223     4,899     3,211     -     -     -     15,333    28     2,777    7,151    2,794    -    -    -    12,722 

Derivative financial instruments

  13     -     -     -     22,732     -     -     22,732    12     -    -    -    21,508    -    -    21,508 

Financial liabilities designated at fair value

  29     -     -     2,848     -     -     -     2,848    29     -    -    2,016    -    -    -    2,016 

Debt securities in issue

  30     -     -     51,790     -     -     -     51,790    30     -    -    49,615    -    -    -    49,615 

Subordinated liabilities

  31     -     -     4,002     -     -     -     4,002    31     -    -    3,885    -    -    -    3,885 

Macro hedge of interest rate risk

       -     -     -     -     -     139     139         -    -    -    -    -    110    110 

Retirement benefit obligations

  34     -     -     -     -     199     -     199    34     -    -    -    -    110    -    110 

Tax, other liabilities and provisions

         -     -     -     -     -     2,921     2,921           -    -    -    -    -    3,429    3,429 
         15,437     158,505     61,851     22,732     199     3,060     261,784           11,055    171,225    58,310    21,508    110    3,539    265,747 

 

 

Annual Report 201520    Santander UK plc

Financial


Income statement     �� Balance sheet      Cash
reviewreview

flows

 

    

 

SECURITIES

Securities are only a small proportion of our total assets. We hold securities mainly in our trading portfolio or classified as available-for-sale.

Analysis by type of issuer

The following table sets out our securities at 31 December 2016, 2015 2014 and 2013.2014. For more information, see the Notes to the Consolidated Financial Statements.

 

    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Trading assets

                        

Debt securities:

                        

UK Government

     548       905       989       1,143      548      905 

US Treasury and other US Government agencies and corporations

     119       309       399       180      119      309 

Other OECD governments

     3,827       5,788       5,243       4,027      3,827      5,788 

Other issuers:

                        

- Fixed and floating rate notes - Government guaranteed

     968       979       1,081  

- Fixed and floating rate notes – Other

     -       -       147  

- Fixed and floating rate notes – Government guaranteed

     898      968      979 

Ordinary shares and similar securities

     7,106       4,776       705       5,986      7,106      4,776 
     12,568       12,757       8,564       12,234      12,568      12,757 

Available for sale securities

            

Debt securities:

            

UK Government

     2,964       4,163       2,912  

US Treasury and other US Government agencies and corporations

     192       -       -  

Other OECD governments

     224       -       -  

Bank and building society:

            

- Certificates of deposit and bonds

     4,271       4,177       2,023  

Other issuers

     1,232       579       46  

Ordinary shares and similar securities

     129       25       24  
     9,012       8,944       5,005  

Financial assets designated at fair value through profit and loss

            

Financial assets designated at fair value through profit or loss

            

Debt securities:

                        

Other issuers:

                        

- Mortgage-backed securities

     209       226       229       133      209      226 

- Other asset-backed securities

     62       134       87       36      62      134 

- Other securities

     236       262       212       240      236      262 
     507       622       528       409      507      622 

Available-for-sale securities

            

Debt securities:

            

UK Government

     2,223      2,964      4,163 

US Treasury and other US Government agencies and corporations

     1,088      192      - 

Other OECD governments

     477      224      - 

Bank and Building Society:

            

- Bonds

     5,051      4,271      4,177 

Other issuers

     1,610      1,232      579 

Ordinary shares and similar securities

     112      129      25 
     22,087       22,323       14,097       10,561      9,012      8,944 

Held-to-maturity investments

            

Debt securities:

            

UK Government

     6,648      -      - 
     6,648      -      - 
     29,852      22,087      22,323 

Debt securities

UK Government

UK Government securities are Treasury Bills and UK Government guaranteed issues by other UK banks. We hold these securities for trading and liquidity purposes. For more information, see ‘Country Risk Exposure’risk exposures’ in the Risk review.

US Treasury and other US Government agencies and corporations

US Treasury and other US Government agencies’ and corporations’ securities are US Treasury Bills, including cash management bills. We hold these securities for trading and liquidity purposes. For more information, see ‘Country Risk Exposure’risk exposures’ in the Risk review.

Other OECD governments

Other OECD government securities are issues by OECD governments, other than the US and UK Governments, principally Japan and Italy (2014:(2015: principally Japan Italy and Switzerland)Italy). We hold these securities for trading and liquidity management purposes. For more information, see ‘Country Risk Exposure’risk exposures’ in the Risk review.

Bank and building societyBuilding Society

Certificates of deposit and bonds

Bank bondsBonds are fixed securities with short to medium-term maturities issued by banks.banks and building societies. We hold these securities for liquidity purposes.

Other issuers

Fixed and floating rate notes

Fixed and floating rate notes have regular interest rate profiles and are either managed within the overall position for the relevant book or are hedged into one of the main currencies. We hold these securities for trading and yield purposes. For more information on Government-guaranteedGovernment guaranteed fixed and floating rate notes, see ‘Country Risk Exposure’risk exposures’ in the Risk review.

Santander UK plc    21


Annual Report 2016

Financial review

Mortgage-backed securities

This category mainly comprises UK residential mortgage-backed securities. These securities are of good quality and contain no sub-prime element. We hold these securities as part of the FMIR portfolio. See Note 1413 to the Consolidated Financial Statements.

Other asset-backed securities

This category mainly comprises floating-rate asset-backed securities. See Note 1413 to the Consolidated Financial Statements.

Other securities

This category mainly comprises reversionary UK property securities. See Note 1413 to the Consolidated Financial Statements.

Ordinary shares and similar securities

This category mainly comprises equity securities listed in the UK and other countries held for trading purposes. See Note 11 to the Consolidated Financial Statements.

Contractual maturities

For contractual maturities for held-to-maturity investments, see Note 18 to the Consolidated Financial Statements.

Significant exposures

The following table shows the book value (which equals market value) of securities of individual counterparties where the total amount of those securities exceeded 10% of our shareholders’ funds at 31 December 2016 as set out in the Consolidated Balance Sheet. The table also shows where we classify the securities in the Consolidated Balance Sheet.

      Trading assets
£m
     Available-for-sale
£m
     Held-to-maturity
£m
     

Total

£m

 

UK Government and UK Government guaranteed

     1,559      2,223      6,648      10,430 

Japanese Government

     2,812      -      -      2,812 

LOANS AND ADVANCES TO BANKS

Loans and advances to banks include loans to banks and building societies and balances with central banks (excluding central bank balances which can be withdrawn on demand).

Geographical analysis

The geographical analysis of balances below is based on the location of the office of lending, rather than the domicile of the borrower. For geographical analysis based on the domicile of the borrower, see ‘Country risk exposures’ in the Risk review, including details of balances with other Banco Santander companies.

The balances include loans and advances to banks classified in the balance sheet as trading assets, financial assets designated at fair value, or loans and receivables securities.

      

2016

£m

     

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

 

UK

     9,138      4,982      5,181      8,966      11,763 

Non-UK

     2,690      4,000      2,821      2,953      1,153 
      11,828      8,982      8,002      11,919      12,916 

Maturity analysis

The following table shows loans and advances to banks by maturity at 31 December 2016.

      

On

demand

£m

     

In not more than
three months

£m

     

In more than three
months but not more
than one year

£m

     

In more than one
year but not more
than five years

£m

     

In more than five
years but not
more than ten
years

£m

     

In more

than ten

years

£m

     

Total

£m

 

UK

     4,002      2,909      385      1,532      -      310      9,138 

Non-UK

     2,690      -      -      -      -      -      2,690 
      6,692      2,909      385      1,532      -      310      11,828 

Of which:

                            

– Fixed interest rate

     3,573      2,656      -      -      -      2      6,231 

– Variable interest rate

     2,300      244      385      1,532      -      308      4,769 

– Non-interest-bearing

     819      9      -      -      -      -      828 
      6,692      2,909      385      1,532      -      310      11,828 

 

 

2422    Santander UK plc


          Income statement       Balance sheet        Cash
               statement review  review  

flows

 

Ordinary shares and similar securities

This category mainly comprises equity securities listed in the UK and other countries held for trading purposes. See Note 12 to the Consolidated Financial Statements.

Contractual maturities

For contractual maturities for trading assets, available-for-sale debt securities and financial assets designated as fair value through profit or loss, see Notes 20 and 43 to the Consolidated Financial Statements.

Significant exposures

The following table shows the book value (which equals market value) of securities of individual counterparties where the total amount of those securities exceeded 10% of our shareholders’ funds at 31 December 2015 as set out in the Consolidated Balance Sheet. The table also shows where we classify the securities in the Consolidated Balance Sheet.

      Trading assets
£m
     Available-for-sale
£m
     Total £m 

UK Government and UK Government guaranteed

     966       2,964       3,930  

Japanese Government

     2,679       -       2,679  

LOANS AND ADVANCES TO BANKS

Loans and advances to banks include loans to banks and building societies and balances with central banks (excluding central bank balances which can be withdrawn on demand).

Geographical analysis

The geographical analysis below is based on the location of the office of lending, rather than the domicile of the borrower. For geographical analysis based on the domicile of the borrower, see ‘Country Risk Exposure’ in the Risk review, including details of balances with other Banco Santander group companies.

The balances include loans and advances to banks classified in the balance sheet as trading assets, financial assets designated at fair value, or loans and receivables securities.

      

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

 

UK

     4,982       5,181       8,966       11,763       10,727  

Non-UK

     4,000       2,821       2,953       1,153       861  
      8,982       8,002       11,919       12,916       11,588  

Maturity analysis

The following table shows loans and advances to banks by maturity at 31 December 2015.

      

On

demand

£m

     

In not more than
three months

£m

     

In more than three
months but not
more than one year

£m

     

In more than one
year but not more
than five years

£m

     

In more than five
years but not
more than ten
years

£m

     

In more

than ten

years

£m

     

Total

£m

 

UK

     2,995       171       33       1,284       499       -       4,982  

Non-UK

     3,009       700       291       -       -       -       4,000  
      6,004       871       324       1,284       499       -       8,982  

Of which:

                            

– Fixed interest rate

     2,381       717       164       -       77       -       3,339  

– Variable interest rate

     3,209       154       160       1,284       422       -       5,229  

– Non interest-bearing

     414       -       -       -       -       -       414  
      6,004       871       324       1,284       499       -       8,982  

Annual Report 2015

Financial review

    

 

LOANS AND ADVANCES TO CUSTOMERS

We provide lending facilities primarily to personal customers in the form of mortgages secured on residential properties and lending facilities to corporate customers. Purchase and resale agreements represent business with professional non-bank customers by the Short-Term-Markets business.

Geographical analysis

The geographical analysis of balances below is based on the location of the office of lending. For geographical analysis based on the domicile of the borrower rather than the office of lending, see ‘Country risk exposure’exposures’ in the Risk review, including details of balances with other Banco Santander group companies.

The balances are stated before deducting impairment loss allowances and include loans and advances to customers classified in the balance sheet as trading assets, financial assets designated at fair value, or loans and receivables securities.

 

    

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

     

2016

£m

     

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

 

UK

                                        

Advances secured on residential property

     153,259       150,436       149,017       157,304       166,841       154,725      153,259      150,436      149,017      157,304 

Corporate loans

     33,464       32,262       29,799       29,571       29,988       33,303      33,464      32,262      29,799      29,571 

Finance leases

     6,306       2,639       3,158       3,061       2,944       6,730      6,306      2,639      3,158      3,061 

Other secured advances

     13       15       -       -       -       10      13      15      -      - 

Other unsecured advances

     7,916       7,043       5,732       6,733       7,545       8,429      7,916      7,043      5,732      6,733 

Purchase and resale agreements

     1,516       1,237       4,210       2,512       6,150       6,199      1,516      1,237      4,210      2,512 

Loans and receivables securities

     51       42       855       769       814       255      51      42      855      769 

Amounts due from fellow subsidiaries, associates and joint ventures

     1,369       797       813       347       32  

Amounts due from parent, fellow subsidiaries,
associates and joint ventures

     1,117      1,369      797      813      347 

Total UK

     203,894       194,471       193,584       200,297       214,314       210,768      203,894      194,471      193,584      200,297 

Non-UK

                                        

Advances secured on residential property

     2       4       5       6       6       2      2      4      5      6 

Corporate loans

     337       -       -       -       1       406      337      -      -      - 

Other unsecured advances

     35       -       31       25       -       104      35      -      31      25 

Purchase and resale agreements

     2,836       963       -       4,950       188       1,756      2,836      963      -      4,950 

Loans and receivables securities

     -       67       -       -       -       -      -      67      -      - 

Total non-UK

     3,210       1,034       36       4,981       195       2,268      3,210      1,034      36      4,981 

Total

     207,104       195,505       193,620       205,278       214,509       213,036      207,104      195,505      193,620      205,278 

Less: impairment loss allowances

     (1,157)       (1,439)       (1,555)       (1,802)       (1,563)       (989)      (1,157)      (1,439)      (1,555)      (1,802) 

Total, net of impairment loss allowances

     205,947       194,066       192,065       203,476       212,946       212,047      205,947      194,066      192,065      203,476 

For analysis of the impairment loss allowance and loans and receivables securities, see Notes 1615 and 1918 to the Consolidated Financial Statements.

No single concentration of loans and advances above, except for advances secured on residential properties and corporate loans, is more than 10% of total loans and advances, and no individual country, except the UK, is more than 5% of total loans and advances.

 

 

26  Santander UK plc    23


IncomeBalance sheet      Cash
statement review     review

flows

Annual Report 2016

Financial review

    

 

Maturity analysis

The following table shows loans and advances to customers by maturity at 31 December 2015.2016. Overdrafts are included as ‘on-demand’. Loans and advances are included at their contractual maturity; no account is taken of a customer’s ability to repay early where it exists.

 

    

On
demand

£m

     

In not more
than three
months

£m

     

In more than
three months but
not more than
one year

£m

     

In more than one
year but not
more than five
years

£m

     

In more than five
years but not
more than ten
years

£m

     

In more than
ten years

£m

     

Total

£m

     

On demand

£m

     

In not more
than three
months

£m

     

In more than
three months but
not more than
one year

£m

     

In more than one
year but not more
than five years

£m

     

In more than five
years but not
more than ten
years

£m

     

In more than
ten years

£m

     

Total

£m

 

UK

                                                        

Advances secured on residential property

     2       550       816       6,635       17,168       128,088       153,259       2      716      802      6,597      17,795      128,813      154,725 

Corporate loans

     641       1,268       2,738       15,191       3,947       9,679       33,464       514      1,234      2,561      16,289      3,794      8,911      33,303 

Finance leases

     30       1,329       1,578       3,192       80       97       6,306       -      1,324      2,145      3,132      45      84      6,730 

Other secured advances

     -       -       -       2       11       -       13       -      -      -      1      9      -      10 

Other unsecured advances

     1,509       278       555       3,531       908       1,135       7,916       2,152      2,633      293      3,006      86      259      8,429 

Purchase and resale agreements

     -       1,070       446       -       -       -       1,516       -      2,234      3,965      -      -      -      6,199 

Loans and receivables securities

     -       -       2       -       9       40       51       2      -      -      -      238      15      255 

Amounts due from fellow subsidiaries, associates and joint ventures

     5       1,349       -       -       15       -       1,369       6      1,094      -      -      17      -      1,117 

Total UK

     2,187       5,844       6,135       28,551       22,138       139,039       203,894       2,676      9,235      9,766      29,025      21,984      138,082      210,768 

Non-UK

                                                        

Advances secured on residential property

     -       -       -       -       1       1       2       -      -      -      -      1      1      2 

Corporate loans

     -       -       -       337       -       -       337       -      -      406      -      -      -      406 

Other unsecured advances

     35       -       -       -       -       -       35       104      -      -      -      -      -      104 

Purchase and resale agreements

     -       2,836       -       -       -       -       2,836       -      1,330      426      -      -      -      1,756 

Loans and receivables securities

     -      -      -      -      -      -      - 

Total non-UK

     35       2,836       -       337       1       1       3,210       104      1,330      832      -      1      1      2,268 

Total

     2,222       8,680       6,135       28,888       22,139       139,040       207,104       2,780      10,565      10,598      29,025      21,985      138,083      213,036 

Of which:

                                                        

– Fixed interest rate

     64       5,892       2,387       9,375       7,942       84,686       110,346       114      5,029      6,943      9,442      8,598      89,089      119,215 

– Variable interest rate

     2,158       2,788       3,748       19,513       14,197       54,354       96,758       2,666      5,536      3,655      19,583      13,387      48,994      93,821 

Total

     2,222       8,680       6,135       28,888       22,139       139,040       207,104       2,780      10,565      10,598      29,025      21,985      138,083      213,036 

Of which:

                                                        

– Interest-only advances secured

on residential property

     -       595       777       5,118       9,773       38,788       55,051       -      707      784      4,964      9,930      35,949      52,334 

Our policy is to hedge fixed-rate loans and advances to customers using derivatives, or by matching with other on-balance sheet interest rate exposures.

We manage our balance sheet on a behavioural basis, rather than on the basis of contractual maturity. Many loans are repaid before their legal maturity, particularly advances secured on residential property.

Impairment loss allowances

See Note 1 to the Consolidated Financial Statements for our impairment loss allowances policy. See Note 1615 to the Consolidated Financial Statements for more on our impairment loss allowances on loans and advances to customers.

DERIVATIVE ASSETS AND LIABILITIES

 

      

2015

£m

     

2014

£m

     

2013

£m

 

Assets

            

- held for trading

     18,509       20,235       17,433  

- held for hedging

     2,402       2,786       2,616  
      20,911       23,021       20,049  

Liabilities

            

- held for trading

     18,905       20,462       17,297  

- held for hedging

     2,603       2,270       1,566  
      21,508       22,732       18,863  
      

2016

£m

     

2015

£m

     

2014

£m

 

Assets

            

- Held for trading

     19,102      18,509      20,235 

- Held for hedging

     6,369      2,402      2,786 
      25,471      20,911      23,021 

Liabilities

            

- Held for trading

     21,223      18,905      20,462 

- Held for hedging

     1,880      2,603      2,270 
      23,103      21,508      22,732 

We hold derivatives for trading or for risk management purposes. All derivatives are classified as held at fair value through profit or loss. For accounting purposes, we choose to designate some derivatives in a hedging relationship if they meet specific criteria. Our main hedging derivatives are interest rate and cross-currency swaps, which we use to hedge fixed-rate lending and structured savings products and medium-term note issuances, capital issuances and other capital markets funding. For more on our derivative activities, see Note 1312 to the Consolidated Financial Statements.

Commercial Banking and Global Corporate Banking deal with commercial customers who wish to enter into derivative contracts. Any market risk arising from such transactions is hedged by Global Corporate Banking. Global Corporate Banking is responsible for implementing our derivative hedging with the external market together with its own trading activities. For more on market risk, see the Risk review.

 

 

Annual Report 2015

Financial review

TANGIBLE FIXED ASSETS

                                                            
      

2015

£m

     

2014

£m

     

2013

£m

 

Property, plant and equipment

     1,597       1,624       1,521  

Capital expenditure incurred during the year

     271       370       258  

For details of capital expenditure contracted but not provided for, see Note 23 to the Consolidated Financial Statements. We had 1,173 property interests at 31 December 2015 (2014: 1,291). They consisted of 299 freeholds (2014: 340) and 875 operating lease interests (2014: 952), and occupied a total floor space of 468,834 square metres (2014: 519,193 square metres).

The number of property interests is more than the number of individual properties as we have more than one interest in some properties. Most of our property interests are retail branches. We did not occupy 127 of our properties (2014: 118) at 31 December 2015. 897 (2014: 967) of our individual properties are in the UK and none in Europe and the US (2014: none). There are no material environmental issues associated with the use of our properties.

At 31 December 2015, we had 16 principal sites including our headquarters (2014: 14). We use them for our significant business operations, including Technology and Operations; People and Talent; Retail Banking; Commercial Banking; Global Corporate Banking; Telephone Sales and Servicing; Complaints handling; Debt management; Finance; Compliance; Marketing; and IT operations including Data Centres.

We believe our existing properties (including properties we lease) and those under construction are adequate and suitable for our current business and our future business needs. All our properties are adequately maintained.

RETIREMENT BENEFIT PLANS

                                                            
      

2015

£m

     

2014

£m

     

2013

£m

 

Retirement benefit assets

     556       315       118  

Retirement benefit obligations

     (110)       (199)       (672)  

We operate defined contribution and defined benefit pension schemes, and post-retirement medical benefit plans. For more, see Note 34 to the Consolidated Financial Statements.

DEPOSITS BY BANKS

The balances below include deposits by banks classified in the balance sheet as trading liabilities and financial liabilities designated at fair value.

                                                            
      

2015

£m

     

2014

£m

     

2013

£m

 

Year-end balance(1)

     11,055       15,437       19,987  

Average balance(2)

     8,680       16,018       27,395  

Average interest rate(2)

     0.99%       1.01%       1.53%  

(1)  The year-end deposits by banks balance includes non-interest bearing items in the course of transmission of £326m (2014: £308m, 2013: £614m).

(2)  Calculated using monthly data.

 

At 31 December 2015, deposits by foreign banks were £6,629m (2014: £3,840m, 2013: £14,186m). The following table shows the average balances of deposits by banks by geography.

 

     

     

   

     Average: year ended 31 December 
      

2015

£m

     

2014

£m

     

2013

£m

 

UK

     8,539       16,016       27,307  

Non-UK

     141       2       88  
      8,680       16,018       27,395  

2824    Santander UK plc


          Income statement       Balance sheet        Cash
               statement review  review  

flows

 

TANGIBLE FIXED ASSETS

                                                            
      

2016

£m

     

2015

£m

     

2014

£m

 

Property, plant and equipment

     1,491      1,597      1,624 

Capital expenditure incurred during the year

     161      271      370 

For details of capital expenditure contracted but not provided for, see Note 23 to the Consolidated Financial Statements. We had 1,140 property interests at 31 December 2016 (2015: 1,173). They consisted of 276 freeholds (2015: 299) and 864 operating lease interests (2015: 875), and occupied a total floor space of 465,580 square metres (2015: 468,834 square metres).

The number of property interests is more than the number of individual properties as we have more than one interest in some properties. Most of our property interests are retail branches. We did not occupy 70 of our properties (2015: 127) at 31 December 2016. 878 (2015: 897) of our individual properties are in the UK and none are in Europe or the US (2015: none). There are no material environmental issues associated with the use of our properties.

At 31 December 2016, we had 15 principal sites including our headquarters (2015: 16). We use them for our significant business operations, including Technology and Operations; People and Talent; Retail Banking; Commercial Banking; Global Corporate Banking; Telephone Sales and Servicing; Complaints Handling; Debt Management; Finance; Compliance; Marketing; and IT Operations including Data Centres.

We believe our existing properties (including properties we lease) and those under construction are adequate and suitable for our current business and our future business needs. All our properties are adequately maintained.

RETIREMENT BENEFIT PLANS

                                                            
      

2016

£m

     

2015

£m

     

2014

£m

 

Retirement benefit assets

     398      556      315 

Retirement benefit obligations

     (262)      (110)      (199) 

We operate defined contribution and defined benefit pension schemes, and post-retirement medical benefit plans. For more, see Note 34 to the Consolidated Financial Statements.

DEPOSITS BY BANKS

The balances below include deposits by banks classified in the balance sheet as trading liabilities.

                                                            
      

2016

£m

     

2015

£m

     

2014

£m

 

Year-end balance(1)

     13,969      11,055      15,437 

Average balance(2)

     12,634      8,680      16,018 

Average interest rate(2)

     0.62%      0.99%      1.01% 
(1)The year-end deposits by banks balance includes non-interest bearing items in the course of transmission of £308m (2015: £326m, 2014: £308m).
(2)Calculated using monthly data.

At 31 December 2016, deposits by foreign banks were £1,995m (2015: £6,629m, 2014: £3,840m). The following table shows the average balances of deposits by banks by geography.

                                                            
     Average: year ended 31 December 
      

2016

£m

     

2015

£m

     

2014

£m

 

UK

     12,237      8,539      16,016 

Non-UK

     397      141      2 
      12,634      8,680      16,018 

Santander UK plc    25


Annual Report 2016

Financial review

 

DEPOSITS BY CUSTOMERS

The balances below include deposits by customers classified in the balance sheet as trading liabilities and financial liabilities designated at fair value.liabilities.

 

      

2015

£m

     

2014

£m

     

2013

£m

 

Year-end balance

     171,225       158,505       154,236  

Average balance(1)

     160,670       155,001       154,881  

Average interest rate(1)

     1.24%       1.34%       1.74%  
(1)Calculated using monthly data.

The following tables show the average balances of deposits by geography and customer type.

    

2016

£m

     

2015

£m

     

2014

£m

 

Year-end balance

     186,257      171,225      158,505 

Average balance(1)

     183,599      160,670      155,001 

Average interest rate(1)

     1.03%      1.24%      1.34% 

(1) Calculated using monthly data.

The following tables show the average balances of deposits by geography and customer type.

(1) Calculated using monthly data.

The following tables show the average balances of deposits by geography and customer type.

   

 

    Average: year ended 31 December 
    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

UK

                        

Demand deposits

     116,462       102,346       89,441       131,521      116,462      102,346 

Time deposits

     32,506       37,219       46,113       29,035      32,506      37,219 

Other deposits

     8,031       8,854       13,307       18,743      8,031      8,854 
     156,999       148,419       148,861       179,299      156,999      148,419 

Non-UK

                        

Demand deposits

     2,002       2,202       1,245       -      2,002      2,202 

Time deposits

     953       1,307       1,574       252      953      1,307 

Other deposits

     716       3,073       3,201       4,048      716      3,073 
     3,671       6,582       6,020       4,300      3,671      6,582 
     160,670       155,001       154,881       183,599      160,670      155,001 

We obtain retail demand and time deposits either through our branch network, cahoot or remotely (such as postal accounts).remotely. We also obtain retail demand and time deposits outside the UK, mainly through Abbey National International Limited and the Isle of Man branch of Santander UK plc. They are all interest-bearing and interest rates are varied from time to time in response to competitive conditions.

Demand deposits

Demand deposits consist of savings and current accounts. Savings products comprise Individual Savings Accounts, instant saver accounts, remote access accounts, and other accounts which allow the customer a limited number of notice-free withdrawals per year depending on the account balance. These accounts are treated as demand deposits because the entire balance may be withdrawn on demand without penalty as one of the notice-free withdrawals.

Time deposits

Time deposits consist of notice accounts, which require customers to give notice before making a withdrawal, and bond accounts, which require a minimum deposit. In each of these accounts there is an interest penalty for early withdrawal.

Other deposits

Other deposits are either obtained through the money markets or for which interest rates are quoted on request rather than publicly advertised. These deposits have a fixed maturity and their interest rates reflect inter-bank money market rates.

 

 

Annual Report 201526    Santander UK plc

Financial


Income statement     Balance sheet      Cash
reviewreview

flows

 

    

 

SHORT-TERM BORROWINGS

We include short-term borrowings in deposits by banks, trading liabilities, financial liabilities designated at fair value and debt securities in issue. We do not show short-term borrowings separately on our balance sheet. The US Securities and Exchange Commission (the SEC) defines short-termShort-term borrowings asare 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. The table below shows short-term borrowings for each of the years ended 31 December 2016, 2015 2014 and 2013.2014.

 

    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Securities sold under repurchase agreements

                        

- Year-end balance

     10,567       9,420       14,844       10,104      10,567      9,420 

- Year-end interest rate

     0.23%       0.35%       0.49%       0.11%      0.23%      0.35% 

- Average balance(1)

     15,833       16,816       20,573       16,109      15,833      16,816 

- Average interest rate(1)

     0.39%       0.35%       0.54%       0.44%      0.39%      0.35% 

- Maximum balance(1)

     23,677       22,066       26,215       23,385      23,677      22,066 

Commercial paper

                        

- Year-end balance

     2,744       4,364       3,996       3,132      2,744      4,364 

- Year-end interest rate

     0.41%       0.24%       0.27%       0.88%      0.41%      0.24% 

- Average balance(1)

     3,772       4,404       4,453       3,220      3,772      4,404 

- Average interest rate(1)

     0.30%       0.29%       0.28%       0.74%      0.30%      0.29% 

- Maximum balance(1)

     5,066       5,412       5,291       3,858      5,066      5,412 

Borrowings from banks (Deposits by banks)(2)

                        

- Year-end balance

     3,711       2,983       3,057       2,619      3,711      2,983 

- Year-end interest rate

     0.07%       0.38%       0.02%       0.09%      0.07%      0.38% 

- Average balance(1)

     3,004       3,135       2,721       3,350      3,004      3,135 

- Average interest rate(1)

     0.05%       0.07%       0.03%       0.10%      0.05%      0.07% 

- Maximum balance(1)

     3,905       4,518       3,401       4,861      3,905      4,518 

Negotiable certificates of deposit

                        

- Year-end balance

     4,468       3,806       2,646       5,217      4,468      3,806 

- Year-end interest rate

     0.43%       0.36%       1.56%       0.31%      0.43%      0.36% 

- Average balance(1)

     4,468       4,044       2,529       3,970      4,468      4,044 

- Average interest rate(1)

     0.41%       0.39%       1.51%       0.36%      0.41%      0.39% 

- Maximum balance(1)

     5,666       5,142       3,173       5,614      5,666      5,142 

Other debt securities in issue

                        

- Year-end balance

     5,238       4,446       5,434       7,904      5,238      4,446 

- Year-end interest rate

     2.60%       2.52%       3.37%       1.57%      2.60%      2.52% 

- Average balance(1)

     4,133       4,858       4,919       7,806      4,133      4,858 

- Average interest rate(1)

     2.60%       2.89%       3.00%       1.76%      2.60%      2.89% 

- Maximum balance(1)

     5,238       5,975       7,245       8,267      5,238      5,975 
(1)Calculated using monthly weighted average data.
(2)The year-end deposits by banks balance includes non-interest bearing items in the course of transmission of £308m (2015: £326m, (2014: £308m, 2013: £614m)2014: £308m).

Abbey National Treasury Services plc and Abbey National North America LLC (ANNA LLC)its US Branch issue commercial paper. Abbey National Treasury Services plc issues commercial paper with a minimum issuance amount of Euroeuro 100,000 with a maximum maturity of 364 days. ANNA LLC and Abbey National Treasury Services plc, US Branch issueissues commercial paper with a minimum denominationsdenomination of US$100,000 and US$250,000, respectively, with a maximum maturity of up to 270 days from the date of issue.

On 1 July 2015, Abbey National Treasury Services plc, US Branch set up a US$20bn Commercial Paper Programme for the issuance of commercial paper. The new programme will replace the ANNA LLC US$20bn Commercial Paper Programme, and ANNA LLC will not issue any further commercial paper going forward.days.

Certificates of deposit and certain time deposits

The following table shows the maturities of our certificates of deposit and other large wholesale time deposits from non-banks over £50,000 (or the non-sterling equivalent of £50,000) at 31 December 2015.2016. A proportion of our retail time deposits also exceeds £50,000 at any given date; however, the ease of access and other terms of these accounts means that they may not have been in excess of £50,000 throughout 2015.2016. Also, the customers may withdraw their funds on demand by paying an interest penalty. For these reasons, no maturity analysis is presented for such deposits.

 

  

Not more than three
months

£m

   

In more than three months but
not more than six months

£m

   

In more than six months but
not more than one year

£m

   

In more than one
year

£m

   

Total

£m

   

Not more than three
months

£m

   

In more than three months but
not more than six months

£m

   

In more than six months but
not more than one year

£m

   

In more than one
year

£m

   

Total

£m

 

Certificates of deposit:

                    

- UK

   2,326     933     342     -     3,601     642    1,634    514    -    2,790 

- Non-UK

   664     95     108     5     872     1,898    196    333    -    2,427 

Wholesale time deposits:

                    

- UK

   943     60     187     110     1,300     810    237    219    157    1,423 
   3,933     1,088     637     115     5,773     3,350    2,067    1,066    157    6,640 

 

 

30  Santander UK plc    27


IncomeBalance sheet      Cash
statement review     review

flows

Annual Report 2016

Financial review

    

 

DEBT SECURITIES IN ISSUE

We have issued debt securities in a range of maturities, interest rate structures and currencies, to meet our liquidity, funding and capital needs.

 

    Note    

2015

£m

     

2014

£m

     

2013

£m

     Note    

2016

£m

     

2015

£m

     

2014

£m

 

Trading liabilities

    28     2,794       3,211       2,918      28     2,801      2,794      3,211 

Financial liabilities designated at fair value

    29     2,016       2,848       3,407      29     1,914      2,016      2,848 

Debt securities in issue

    30     49,615       51,790       50,870      30     50,346      49,615      51,790 

Subordinated liabilities

    31     3,885       4,002       4,306      31     4,303      3,885      4,002 
          58,310       61,851       61,501            59,364      58,310      61,851 

We classify most of the debt securities that we have issued as ‘Debt securities in issue’ in our balance sheet. We classify the rest of them separately in the balance sheet, either because they qualify as ‘Trading liabilities’ or we designated them upon initial recognition as ‘Financial liabilities designated at fair value’, or there are key differences in their legal terms, such as liquidation preferences, or subordination of the rights of holders to the rights of holders of certain other liabilities (Subordinated liabilities). See Notes 28 to 31 to the Consolidated Financial Statements.

Our commercial balance sheet is almost entirely denominated in sterling. So when we raise funding by issuing debt securities in currencies other than sterling (mainly euro, US dollars and Japanese yen) we enter into cross-currency derivatives which swap the foreign currency liabilities back into sterling.

CONTRACTUAL OBLIGATIONS

For the amounts and maturities of contractual obligations in respect of guarantees, see Note 355 and 43 to the Consolidated Financial Statements. Other contractual obligations, including payments of principal and interest where applicable, are shown in the table below. Interest payments are included in the maturity column of the interest payments themselves, and are calculated using current interest rates.

 

    Payments due by period     Payments due by period 
    

Total

£m

     

Less than 1 year

£m

     

1-3 years

£m

     

3-5 years

£m

     

Over 5 years

£m

     

Total

£m

     

Less than 1 year

£m

     

1-3 years

£m

     

3-5 years

£m

     

Over 5 years

£m

 

Deposits by banks(1) (2)

     11,055       9,315       1,447       185       108       13,969      8,125      1,238      4,513      93 

Deposits by customers - repos(1)

     7,012       6,512       -       -       500       8,520      8,018      -      -      502 

Deposits by customers - other(2)

     164,213       153,194       9,375       1,586       58       177,737      164,590      7,329      3,979      1,839 

Derivative financial instruments

     21,508       2,882       2,465       2,238       13,923       23,103      2,562      2,845      1,980      15,716 

Debt securities in issue(3)

     54,425       12,363       13,123       8,198       20,741       55,061      17,077      12,061      9,956      15,967 

Subordinated liabilities

     3,885       60       63       54       3,708       4,303      58      -      -      4,245 

Retirement benefit obligations

     9,004       263       581       662       7,498       11,082      287      634      722      9,439 

Operating lease obligations

     495       79       144       128       144       468      82      155      97      134 

Purchase obligations

     430       430       -       -       -       412      412      -      -      - 
     272,027       185,098       27,198       13,051       46,680       294,655      201,211      24,262      21,247      47,935 
(1)Securities sold under repurchase agreements.
(2)Includes deposits by banks and deposits by customers classified in the balance sheet as trading liabilities.liabilities and financial liabilities designated at fair value.
(3)Includes debt securities in issue classified in the balance sheet as trading liabilities and financial liabilities designated at fair value.

The table is based on contractual maturities, so it takes no account of call features in our Subordinated liabilities. The repayment terms of the debt securities may be accelerated in line with the covenants in the loan agreements.

For details of deposits by banks and deposits by customers, see Notes 26 and 27 to the Consolidated Financial Statements. We have entered into outsourcing contracts where, in some circumstances, there is no minimum specified spending requirement. In these cases, anticipated spending volumes have been included within purchase obligations.

Under current conditions, our working capital is expected to be sufficient for our present needs and to pursue our planned business strategies.

OFF-BALANCE SHEET ARRANGEMENTS

In the ordinary course of business, we issue guarantees on behalf of customers. The main guarantees we issue are standby letters of credit and performance bonds under which we take on credit on behalf of customers when actual funding is not required. This is normally because a third party won’t accept the credit risk of the customer. We include these guarantees in our impairment loss allowance assessment with other forms of credit exposure.

In addition, we give representations, indemnities and warranties on the sale of our subsidiaries, businesses and other assets, as is normal in such activity. The maximum potential amount of any claims made against these is usually much higher than actual settlements. We make provisions for our best estimate of the likely outcome, either at the time of sale, or later if we receive more information.

See Note 35 to the Consolidated Financial Statements for more information on our guarantees, commitments and contingencies. See Note 21 to the Consolidated Financial Statements for more information on our off-balance sheet arrangements.

In the ordinary course of business, we also enter into securitisation transactions as set out in Note 1716 to the Consolidated Financial Statements. We consolidate the securitisation companies and we continue to administer the assets. The securitisation companies provide us with an important source of long-term funding.funding and/or the ability to manage capital efficiently.

 

 

Annual Report 201528    Santander UK plc

Financial


Income statement     Balance sheet      Cash
reviewreview

flows

 

    

 

INTEREST RATE SENSITIVITY

Interest rate sensitivity is the relationship between interest rates and net interest income caused by the periodic repricing of assets and liabilities. Our largest administered rate items are residential mortgages and retail deposits, most of which bear interest at variable rates.

We mitigate the impact of interest rate movements on net interest income by repricing our variable rate mortgages and variable rate retail deposits separately, subject to competitive pressures. We also offer fixed-rate mortgages and savings products on which the interest rate is fixed for an agreed period at the start of the contract. We manage the margin on fixed-rate products by using derivatives matching the fixed-rate profiles. We reduce the risk of prepayment by imposing early termination charges if the customers end their contracts early.

We manage the risks from movements in interest rates as part of our overall non-trading position. We do this within limits as set out in the Risk review.

Changes in net interest income - volume and rate analysis

The following table shows changes in interest income, interest expense and net interest income (including amounts classified in discontinued operations). It allocates the effects between changes in volume and changes in rate. Volume and rate changes have been calculated on the movement in the average balances and the change in the interest rates on average interest-earning assets and average interest-bearing liabilities. The changes caused by movements in both volume and rate have been allocated to rate changes.

 

    2015/2014     2014/2013     2016/2015     2015/2014 
    

Total

change

     

Changes due to

increase/(decrease) in

     

Total

change

     

Changes due to

increase/(decrease) in

     

Total

change

     

Changes due to

increase/(decrease) in

     

Total

change

     

Changes due to

increase/(decrease) in

 
    £m     

Volume

£m

     

Rate

£m

     £m     

Volume

£m

     

Rate

£m

     £m     

Volume

£m

     

Rate

£m

     £m     

Volume

£m

     

Rate

£m

 

Interest income

                                                

Loans and advances to banks:

                                                

- UK

     (12)       9       (21)       (20)       (36)       16       (7)      3      (10)      (12)      9      (21) 

- Non-UK

     (14)       (11)       (3)       11       7       4       19      1      18      (14)      (11)      (3) 

Loans and advances to customers:

                                                

- UK

     (58)       290       (348)       (392)       (44)       (348)       (296)      152      (448)      (58)      290      (348) 

- Non-UK

     1       -       1       -       -       -       3      1      2      1      -      1 

Other interest earning financial assets:

                                                

- UK

     (19)       13       (32)       31       29       2       53      34      19      (19)      13      (32) 

- Non-UK

     -       -       -       (3)       (3)       -  

Total interest income

                                                

- UK

     (89)       312       (401)       (381)       (51)       (330)       (250)      189      (439)      (89)      312      (401) 

- Non-UK

     (13)       (11)       (2)       8       4       4       22      2      20      (13)      (11)      (2) 
     (102)       301       (403)       (373)       (47)       (326)       (228)      191      (419)      (102)      301      (403) 

Interest expense

                                                

Deposits by banks:

                                                

- UK

     (18)       3       (21)       (107)       (39)       (68)       (9)      -      (9)      (18)      3      (21) 

- Non-UK

     2      -      2      -      -      - 

Deposits by customers - demand:

                                                

- UK

     188       157       31       (8)       165       (173)       55      172      (117)      188      157      31 

- Non-UK

     (8)       (2)       (6)       8       10       (2)       (13)      (13)      -      (8)      (2)      (6) 

Deposits by customers - time:

                                                

- UK

     (258)       (98)       (160)       (502)       (245)       (257)       (133)      (55)      (78)      (258)      (98)      (160) 

- Non-UK

     (12)       (8)       (4)       (23)       (9)       (14)       (11)      (12)      1      (12)      (8)      (4) 

Deposits by customers - other:

                                                

- UK

     (4)       (8)       4       (61)       (68)       7       16      73      (57)      (4)      (8)      4 

- Non-UK

     1       -       1       -       1       (1)       (2)      (2)      -      1      -      1 

Subordinated liabilities:

                        

Subordinated debt:

                        

- UK

     (13)       (15)       2       45       12       33       5      10      (5)      (13)      (15)      2 

Debt securities in issue:

                                                

- UK

     (110)       -       (110)       (192)       (68)       (124)       (179)      2      (181)      (110)      -      (110) 

- Non-UK

     4       (1)       5       (6)       1       (7)       24      -      24      4      (1)      5 

Other interest-bearing financial liabilities:

                                                

- UK

     (13)       (10)       (3)       2       1       1       10      4      6      (13)      (10)      (3) 

Total interest expense

                                                

- UK

     (228)       29       (257)       (823)       (242)       (581)       (235)      206      (441)      (228)      29      (257) 

- Non-UK

     (15)       (11)       (4)       (21)       3       (24)       -      (27)      27      (15)      (11)      (4) 
     (243)       18       (261)       (844)       (239)       (605)       (235)      179      (414)      (243)      18      (261) 

Net interest income

     141       283       (142)       471       192       279       7      12      (5)      141      283      (142) 

 

 

32Santander UK plc    29


Annual Report 2016

Financial review

AVERAGE BALANCE SHEET

Year-end balances may not reflect activity throughout the year, so we present average balance sheets below. They show averages for our significant categories of assets and liabilities, and the related interest income and expense.

                   2016                   2015                   2014 
      

Average

Balance(1)

£m

     

Interest(4,5)

£m

     

Average

rate

%

     

Average

balance(1)

£m

     

Interest(4,5)

£m

     

Average

rate

%

     

Average

balance(1)

£m

     

Interest(4,5)

£m

     

Average

rate

%

 

Assets

                                    

Loans and advances to banks:

                                    

- UK

     21,568      92      0.43      20,859      99      0.47      19,263      111      0.58 

- Non-UK

     6,941      35      0.50      6,432      16      0.25      10,078      30      0.30 

Loans and advances to customers:(3)

                                    

- UK

     200,731      6,194      3.09      196,148      6,490      3.31      187,843      6,548      3.49 

- Non-UK

     377      4      1.06      179      1      0.56      5      -      - 

Debt securities:

                                    

- UK

     12,792      142      1.11      9,300      89      0.96      8,312      108      1.30 

Total average interest-earning assets, interest income(2)

     242,409      6,467      2.67      232,918      6,695      2.87      225,501      6,797      3.01 

Impairment loss allowances

     (1,095)      -      -      (1,315)      -      -      (1,502)      -      - 

Trading assets

     21,798      -      -      19,756      -      -      18,549      -      - 

Assets designated at FVTPL

     2,439      -      -      2,737      -      -      2,793      -      - 

Derivatives and other non-interest-earning assets

     37,328      -      -      32,278      -      -      34,204      -      - 

Total average assets

     302,879      -      -      286,374      -      -      279,545      -      - 

Non-UK assets as a % of total

     2.42%      -      -      2.31%      -      -      3.61%      -      - 

Liabilities

                                    

Deposits by banks:

                                    

- UK

     (7,162)      (54)      0.75      (7,122)      (63)      0.88      (6,855)      (81)      1.18 

- Non-UK

     (393)      (2)      0.51      (139)      -      -      (2)      -      - 

Deposits by customers - demand:

                                    

- UK

     (131,521)      (1,381)      1.05      (116,462)      (1,326)      1.14      (102,346)      (1,138)      1.11 

- Non-UK

     -      -      -      (2,002)      (13)      0.65      (2,202)      (21)      0.95 

Deposits by customers - time:

                                    

- UK

     (29,035)      (381)      1.31      (32,506)      (514)      1.58      (37,219)      (772)      2.07 

- Non-UK

     (252)      (5)      1.98      (953)      (16)      1.68      (1,307)      (28)      2.14 

Deposits by customers - other:

                                    

- UK

     (10,213)      (124)      1.21      (6,092)      (108)      1.77      (6,542)      (112)      1.71 

- Non-UK

     -      -      -      (703)      (2)      0.28      (1,141)      (1)      0.09 

Debt securities:

                                    

- UK

     (46,609)      (732)      1.57      (46,531)      (911)      1.96      (46,517)      (1,021)      2.19 

- Non-UK

     (4,376)      (39)      0.89      (4,427)      (15)      0.34      (4,730)      (11)      0.23 

Subordinated liabilities:

                                    

- UK

     (4,163)      (143)      3.44      (3,871)      (138)      3.56      (4,285)      (151)      3.52 

Other interest-bearing liabilities:

                                    

- UK

     (340)      (24)      7.06      (269)      (14)      5.20      (422)      (27)      6.40 

Total average interest-bearing liabilities, interest expense(2)

     (234,064)      (2,885)      1.23      (221,077)      (3,120)      1.41      (213,568)      (3,363)      1.57 

Trading liabilities

     (19,068)      -      -      (18,873)      -      -      (22,242)      -      - 

Liabilities designated at FVTPL

     (2,467)      -      -      (2,391)      -      -      (3,556)      -      - 

Derivatives and other non-interest- bearing liabilities

     (31,068)      -      -      (28,876)      -      -      (26,603)      -      - 

Equity

     (16,212)      -      -      (15,157)      -      -      (13,576)      -      - 

Total average liabilities and equity

     (302,879)      -      -      (286,374)      -      -      (279,545)      -      - 

Non-UK liabilities as a % of total

     1.66%      -      -      2.87%      -      -      3.36%      -      - 
(1)Average balances are based on monthly data.
(2)The ratio of average interest-earning assets to interest-bearing liabilities for the year ended 31 December 2016 was 103.57% (2015: 105.36%, 2014: 105.59%).
(3)Loans and advances to customers include non-performing loans. See the ‘Credit risk’ section of the Risk review.
(4)The net interest margin for the year ended 31 December 2016 was 1.48% (2015: 1.53%, 2014: 1.52%). Net interest margin is calculated as net interest income divided by average interest earning assets.
(5)The interest spread for the year ended 31 December 2016 was 1.44% (2015: 1.46%, 2014: 1.44%). Interest spread is the difference between the rate of interest earned on average interest-earning assets and the rate of interest paid on average interest-bearing liabilities.

30    Santander UK plc


          Income statement       Balance sheet        Cash
               statement review  review  

flows

 

AVERAGE BALANCE SHEET

Year-end balances may not reflect activity throughout the year, so we present average balance sheets below. They show averages for our significant categories of assets and liabilities, and the related interest income and expense.

                   2015                   2014                   2013 
      

Average

Balance(1)

£m

     

Interest(4,5)

£m

     

Average

rate

%

     

Average

balance(1)

£m

     

Interest(4,5)

£m

     

Average

rate

%

     

Average

balance(1)

£m

     

Interest(4,5)

£m

     

Average

rate

%

 

Assets

                                    

Loans and advances to banks:

                                    

- UK

     20,859       99       0.47       19,263       111       0.58       26,432       131       0.50  

- Non-UK

     6,432       16       0.25       10,078       30       0.30       7,453       19       0.25  

Loans and advances to customers:(3)

                                    

- UK

     196,148       6,490       3.31       187,843       6,548       3.49       189,048       6,940       3.67  

- Non-UK

     179       1       0.56       5       -       -       6       -       -  

Debt securities:

                                    

- UK

     9,300       89       0.96       8,312       108       1.30       6,009       77       1.28  

- Non-UK

     -       -       -       -       -       -       166       3       1.81  

Total average interest-earning assets, interest income(2)

     232,918       6,695       2.87       225,501       6,797       3.01       229,114       7,170       3.13  

Impairment loss allowances

     (1,315)       -       -       (1,502)       -       -       (1,704)       -       -  

Trading business

     19,756       -       -       18,549       -       -       25,032       -       -  

Assets designated at FVTPL

     2,737       -       -       2,793       -       -       3,140       -       -  

Other non-interest-earning assets

     32,278       -       -       34,204       -       -       38,414       -       -  

Total average assets

     286,374       -       -       279,545       -       -       293,996       -       -  

Non-UK assets as a % of total

     2.31%       -       -       3.61%       -       -       2.59%       -       -  

Liabilities

                                    

Deposits by banks:

                                    

- UK

     (7,122)       (63)       0.88       (6,855)       (81)       1.18       (8,624)       (188)       2.18  

- Non-UK

     (139)       -       -       (2)       -       -       (13)       -       -  

Deposits by customers - demand:

                                    

- UK

     (116,462)       (1,326)       1.14       (102,346)       (1,138)       1.11       (89,441)       (1,146)       1.28  

- Non-UK

     (2,002)       (13)       0.65       (2,202)       (21)       0.95       (1,245)       (13)       1.04  

Deposits by customers - time:

                                    

- UK

     (32,506)       (514)       1.58       (37,219)       (772)       2.07       (46,113)       (1,274)       2.76  

- Non-UK

     (953)       (16)       1.68       (1,307)       (28)       2.14       (1,574)       (51)       3.24  

Deposits by customers - other:

                                    

- UK

     (6,092)       (108)       1.77       (6,542)       (112)       1.71       (10,766)       (173)       1.61  

- Non-UK

     (703)       (2)       0.28       (1,141)       (1)       0.09       (628)       (1)       0.16  

Debt securities:

                                    

- UK

     (46,531)       (911)       1.96       (46,517)       (1,021)       2.19       (49,292)       (1,213)       2.46  

- Non-UK

     (4,427)       (15)       0.34       (4,730)       (11)       0.23       (4,512)       (17)       0.38  

Subordinated liabilities:

                                    

- UK

     (3,871)       (138)       3.56       (4,285)       (151)       3.52       (3,860)       (106)       2.75  

Other interest-bearing liabilities:

                                    

- UK

     (269)       (14)       5.20       (422)       (27)       6.40       (406)       (25)       6.16  

Total average interest-bearing liabilities, interest expense(2)

     (221,077)       (3,120)       1.41       (213,568)       (3,363)       1.57       (216,474)       (4,207)       1.94  

Trading business

     (18,873)       -       -       (22,242)       -       -       (30,546)       -       -  

Liabilities designated at FVTPL

     (2,391)       -       -       (3,556)       -       -       (4,997)       -       -  

Other non-interest bearing liabilities

     (28,876)       -       -       (26,603)       -       -       (29,003)       -       -  

Equity

     (15,157)       -       -       (13,576)       -       -       (12,976)       -       -  

Total average liabilities and equity

     (286,374)       -       -       (279,545)       -       -       (293,996)       -       -  

Non-UK liabilities as a % of total

     2.87%       -       -       3.36%       -       -       2.71%       -       -  
(1)Average balances are based on monthly data.
(2)The ratio of average interest-earning assets to interest-bearing liabilities for the year ended 31 December 2015 was 105.36% (2014: 105.59%, 2013: 105.84%).
(3)Loans and advances to customers include non-performing loans. See the ‘Credit risk’ section of the Risk review.
(4)The net interest margin for the year ended 31 December 2015 was 1.53% (2014: 1.52%, 2013: 1.29%). Net interest margin is calculated as net interest income divided by average interest earning assets. This differs from the Banking Net Interest Margin, a non-IFRS measure (see page 332) and discussed in the CEO’s review, which is calculated as net interest income divided by average customer assets.
(5)The interest spread for the year ended 31 December 2015 was 1.46% (2014: 1.44%, 2013: 1.19%). Interest spread is the difference between the rate of interest earned on average interest-earning assets and the rate of interest paid on average interest-bearing liabilities.

Annual Report 2015

Financial review

    

 

Cash flows

 

      

2015

£m

     

2014

£m

     

2013

£m

 

Net cash (outflow)/inflow from operating activities

     (3,897)       (5,533)       4,757  

Net cash (outflow)/inflow from investing activities

     (518)       (4,145)       182  

Net cash (outflow)/inflow from financing activities

     (2,914)       (361)       (8,428)  

Decrease in cash and cash equivalents

     (7,329)       (10,039)       (3,489)  
      

2016

£m

     

2015

£m

     

2014

£m

 

Net cash flows from operating activities

     18,005      (3,897)      (5,533) 

Net cash flows from investing activities

     (7,340)      (518)      (4,145) 

Net cash flows from financing activities

     (6,388)      (2,914)      (361) 

Change in cash and cash equivalents

     4,277      (7,329)      (10,039) 

The major activities and transactions that affected Santander UK’s cash flows during 2016, 2015 2014 and 20132014 were as follows:

In 2016, the net cash flows from operating activities of £18,005m resulted from the increase in trading balances, increased customer lending and customer savings and deposits from other banks. In 2016, the net cash flows from investing activities of £7,340m principally reflected the purchase of held-to-maturity investments. In 2016, the net cash flows from financing activities of £6,388m principally reflected the repayment of debt securities maturing in the year of £11,352m offset by new issues of debt securities of £5,547m, the payment of interim dividends on ordinary shares and other equity instruments and non-controlling interests of £559m. In 2015 cash and cash equivalents increased by £4,277m principally from the increase in cash held at central banks and also debt securities, both of which are held as part of the liquidity pool. This has increased due to an increase in wholesale funding with a maturity of less than 30 days.

In 2015, the net cash outflowflows from operating activities of £3,897m resulted from the increase in trading balances, increased customer lending partially offset by an increase in customer savings and deposits from other banks. In 2015, the net cash outflowflows from investing activities of £518m principally reflected the purchase and sale of available-for-sale securities, purchase of property, plant and equipment and the acquisition of PSA Finance UK Limited. In 2015, the net cash outflowflows from financing activities of £2,914m principally reflected the repayment of debt securities maturing in the year of £16,098m offset by new issues of debt securities of £13,267m, the issuance of £750m Perpetual Capital Securities and the payment of interim dividends on ordinary shares and other equity instruments of £701m. In 2015, cash and cash equivalents decreased by £7,329m principally from the decrease in cash held at central banks and also debt securities both of which are held as part of the liquidity pool. This has decreased due to a reduction in wholesale funding with a maturity of less than 30 days.

In 2014, the net cash outflowflows from operating activities of £5,533m resulted from lower trading balances and higher customer lending partly offset by higher customer savings and deposits from other banks. In 2014, the net cash outflowflows from investing activities of £4,145m mainly reflected purchases and sales of available-for-sale securities. In 2014, the net cash outflowflows from financing activities of £361m reflected repayments of debt securities that matured of £20,310m offset by new issues of debt securities of £19,936m and the issuance of £800m Perpetual Capital Securities. We also paid interim dividends of £447m on ordinary shares and £40m of dividends on other equity instruments. In 2014, cash and cash equivalents decreased by £10,039m mainly from the increase in customer lending and purchase of available-for-sale securities.

In 2013, the net cash inflow from operating activities of £4,757m resulted from the continued reduction in our lending portfolios, partly offset by lower customer savings and deposits from other banks. In 2013, the net cash inflow from investing activities of £182m was in principle derived from the purchase and sale of UK Treasury bills, partly offset by purchases of property, plant and equipment. In 2013, the net cash outflow from financing activities of £8,428m reflected repayments of debt securities that matured of £32,880m partly offset by new issues of debt securities of £25,469m. We also paid dividends of £665m on ordinary shares. In 2013, cash and cash equivalents decreased by £3,489m mainly from the repayments of matured debt securities offset by lower customer lending.

 

 

34  Santander UK plc    31


Annual Report 2016

Risk review

 

 

    

 

Risk review

This Risk review consists of audited financial information except where it is marked as unaudited.

The audited financial information is an integral part of the Consolidated Financial Statements.

 

36Risk developments in 2015(unaudited)

 

  

 

38Top and emerging risks(unaudited)

4133  Risk governance

 

  

 

4133Introduction(unaudited)

33  Risk Framework

 

  

 

4840  Risk Appetite(unaudited)

 

  

 

4941  Stress testing(unaudited)

 

  

 

5042  How risk is distributed across our business(unaudited)

 

  

 

51
43  Credit risk

 

  

 

5244  Santander UK group exposurelevel

 

  

 

6254  Retail Banking

 

  

 

7766  Commercial BankingOther segments

 

  

 

89Global Corporate Banking

95Corporate Centre

10281  Market risk

 

  

 

10483  Trading market risk

 

  

 

10887  Banking market risk

 

  

 

111
90  Liquidity risk

 

  

 

129
106  Capital risk(unaudited)

 

  

 

139    
110  Pension risk(unaudited)

 

  

 

142Operational risk(unaudited)

146114          Conduct risk(unaudited)

 

  

 

149
118  Other key risks and areas of focus

 

  

 

150119Strategic risk(unaudited)

120Operational risk(unaudited)

123  Financial crime risk(unaudited)

 

  

 

151125  StrategicModel risk(unaudited)

 

  

 

152125  Reputational risk(unaudited)

 

  

 

153126  Regulatory risk(unaudited)

 

  

 

153Model risk(unaudited)

154127  Country risk exposureexposures

 

  

 

 

 

Annual Report 2015

Risk review

Risk developments in 2015(unaudited)

Each and every one of us at Santander UK takes personal
responsibility for managing risk.

We have also developed a framework to help improve the way we manage risks associated with the various models we use to make risk-based decisions.

We continued to make progress against our Operational Risk Transformation Programme, updating our strategic systems and IT, helping us maintain our robust risk management infrastructure.

LOGO ��

2015 performance

Retail and corporate credit quality remained robust in a supportive credit environment. Continuing improvements in the UK economy, coupled with prudent lending criteria, helped improve our NPL ratio to 1.54% from 1.80% in 2014. Reflecting this, our loan loss allowances decreased to £1,157m from £1,439m in 2014.

We have also maintained a strong CET 1 capital ratio of 11.6% and an improved leverage ratio of 4.0%. Capital risk continued to be of key focus.

The Santander UK Group Holdings plc group (including the Santander UK group) exceeded the Bank of England’s 2015 stress test threshold requirement of 4.5%, with a stressed CET 1 capital ratio of 9.5%. This shows our resilience to potential deterioration in global and domestic economic conditions.

In November 2015, the FCA published a consultation paper covering, among other things, proposed time restrictions on future claims for the mis-selling of PPI, and the Plevin case. In response to this we have increased our PPI conduct remediation provision by £450m to £465m. This represents our best estimate of the remaining redress and costs, notwithstanding the ongoing nature of the consultation.

Risk management in 2015

During 2015, we made significant progress in embedding our Risk Framework across the business to align with our values of being Simple, Personal and Fair. This included the ongoing roll-out of our I AM Risk programme where we have been particularly successful in raising awareness of personal accountability for risk management.

We have also made further improvements to our risk governance and Risk Framework. These include giving greater prominence to financial crime risk, reflecting the increasing importance of this discipline as technology in the banking industry develops. This has been reinforced via our Financial Crime Transformation Programme.

In 2015, our Conduct Risk Strategy Programme has enhanced the way we report and monitor conduct risk, and how we assess conduct risk in our business decisions. In addition, we continue to improve the outcomes that we deliver to our customers through:

–   Guidance on how we treat and help vulnerable customers

–   Simplification of our retail product range, which has helped customers and staff understand and take better advantage of our products

–   Further enhancements to our staff incentive schemes to focus on the delivery of quality of outcomes for customers.

Top risks

We set out the developments in our top risks in 2015 on pages 38 and 39.

The key developments that continue to affect the profile of our top risks include:

The interest rate environment

The current low Bank of England Bank Rate (Base Rate) environment persisted during 2015. This continued to set challenges for both our net margin performance, and also the risks associated with our pension fund.

1I2I3 account

In September 2015, we announced changes to the 1I2I3 Current Account and the 1I2I3 Credit Card. This was the first set of changes since the launch of the products, and we have made them in response to continuing challenges in the market and the ‘low for longer’ Base Rate environment. We are still in the early stages of knowing the real impact of the fee and cashback changes on customer acquisition, loyalty and satisfaction. We are carefully monitoring the consequences of this decision, including the impacts on our customers.

3632    Santander UK plc


    Risk

    developments

  Top and

    in 2015

emerging risks

Banking Reform

During 2015, our regulators issued various consultation papers bringing further clarity to areas such as capital and liquidity requirements, intra-group exposures and governance. Against this backdrop, we continue to work on our plans for implementation. Banking Reform is one of a number of both regulatory and business-led change initiatives such as our investments in digital technology. We are closely monitoring the operational risks associated with the growing change agenda to ensure successful delivery.

Cyber crime

In common with other large UK financial institutions, we saw an increase in the scale and complexity of attempted cyber crime activity during 2015. We have continued to strengthen our defence against these attacks, including participation in the Bank of England’s industry-wide cyber security testing exercise. We also continued our significant programme of investment to improve the prevention and detection of financial crime.

Emerging risks

We set out the developments in our emerging risks in 2015 on page 40.

We face a background of uncertainty regarding the UK economy, and interest rates in particular. This is coupled with economic and political pressures in Europe, as well as significant volatility in certain markets. All of these could affect our risk profile and strategy. In addition, changes in the regulatory environment, and the demanding agenda, continue to impact our business.

We track emerging risks in the context of the four major forces shaping the UK banking market:

Economic environment

While the current economic outlook for the UK is supportive, we remain aware of the risks in the medium term which could have an adverse impact. These include the potential implications from the forthcoming referendum of the UK’s membership of the European Union.

Regulatory development

We expect the regulatory environment will continue to be focused on financial strength, customer experience and competition. While we remain confident that we can continue to grow the business safely against this backdrop, there remain risks associated with the scale and pace of change across the business.

Market competition

We anticipate increasing competitive pressure, both from established incumbents refocusing on UK banking, and from new entrants leveraging technology and focusing on selected elements of the market.

Customer behaviour

The needs and demands of our customers are evolving more rapidly than ever, driven by changes in technology and the adoption of digital and mobile as part of multi-channel banking. These shifts in customer behaviour bring with them associated challenges in risk management, for example in developing strategies to tackle fraud.

Planned activities for 2016

The key areas of focus for the Risk Division for 2016 include:

Continuing to embed our Risk Culture Programme ‘I AM Risk’, aligned to Simple, Personal and Fair
Investing in our retail and corporate credit systems infrastructure, helping to improve the speed and quality of our credit decisions
Making further enhancements to, and increasing automation around, our stress testing capability and our response to the forthcoming accounting standard IFRS 9 as it relates to credit provisioning
Continuing our strategic change programmes for conduct risk, risk data automation and aggregation, operational risk and financial crime risk.

I AM RISK – our Risk Culture Programme

At Santander UK every one of us takes personal responsibility for managing risk by doing our part to:

–  Identify risks and opportunities

–  Assess their probability and impact

–  Manage the risks and suggest alternatives

–  Report, challenge, review, learn and ‘speak up’.

I AM Risk helps ensure that every business area is accountable for the management of the risks arising from their activities.

Risks need to be considered as part of the governance around any and every business decision.

The success of the I AM Risk programme has been reflected in our staff surveys, where 97% of the respondents acknowledged their personal responsibility for risk management.

For more on this programme, see ‘Making change happen: I AM Risk’ in the section ‘How we approach risk – our culture and principles’.

LOGO

Annual Report 2015

Risk review

Top risks(unaudited)

All our activities involve identifying, assessing, managing and reporting risks. A top risk is a current risk within our business that could have a material impact on our financial results, reputation and the sustainability of our business model.

Our top risks and their causes are outlined below, as well as how they link to our 2013-2015 strategic priorities. We also explain the key developments in the year.

    Risk descriptionRisk features and impact

2013-2015

strategic

priorities

Credit

Deterioration in the credit quality of our customers and counterparties could reduce the value of our assets, and increase our write-downs and allowances for impairment losses. The macroeconomic environment and other factors can cause our credit risk to increase. The factors include increased unemployment, falling house prices, increased corporate insolvency levels, reduced corporate profits, increased personal insolvency levels, increased interest rates and/or higher tenant defaults.

LOGO See ‘Credit risk’ on page 51.

LOGO

LOGO

LOGO

Market (Banking market)

Banking market risk could lead to lower income or a loss of value from changes in market risk factors such as interest rates. The current low Base Rate environment remains a key concern for the industry as a whole. If rates were not to increase, margins would remain under pressure.

LOGO See ‘Market risk’ on page 102.

LOGO
Liquidity

Like all major banks, we can be impacted by changes in confidence in the banking sector, the wholesale funding markets or the Company itself. We can also be affected by changes in the structure or the regulation of the banking sector. If we are unable to obtain sustainable funding (whether due to exceptional circumstances, industry restructuring or regulatory change), our ability to pay our financial obligations could be affected. This could disrupt our day-to-day operations and business model.

LOGO See ‘Liquidity risk’ on page 111.

LOGO
Capital

Capital risk has the potential to disrupt our business model and stop our normal functions. It could also cause us to fail to meet regulatory capital requirements. If that happened, our regulators would have powers to restrict our payments, such as dividends and AT1 coupons, or to wind up the Company. Our capital risk is driven mainly by credit risk and the effects of regulatory change as well as our ability to raise capital over the economic cycle.

LOGO See ‘Capital risk’ on page 129.

LOGO
Pension

We face pension risk as a sponsor of defined benefit pension schemes. It arises where the assets of the schemes do not fully match the timing and amount of the schemes’ liabilities. This can be due to uncertainty over future investment returns and the projected value of schemes’ liabilities. For instance, deterioration in the funding valuation position could mean we have to make material contributions to reduce deficits.

LOGO See ‘Pension risk’ on page 139.

LOGO
Operational

Operational risk is inherent in all our business and support processes, as well as our suppliers. It happens where unexpected or unplanned events related to people, processes, systems or external events prevent us from achieving our business objectives. It includes cyber security, and losses from conduct issues.

LOGO See ‘Operational risk’ on page 142.

LOGO

LOGO

LOGO

Conduct

This is a key risk to us in view of the evolving regulatory agenda and to enable us to meet our aim to be the best bank for our customers. We are mainly exposed to conduct risk through: products and services not meeting our customers’ needs; failing to deal with complaints effectively; and the risk that we sell our customers unsuitable products or we do not give them the right information to make informed decisions.

LOGO See ‘Conduct risk’ on page 146.

LOGO

LOGO

LOGO

38  Santander UK plc


    Risk

    developments

Top and

    in 2015

emerging risks

LOGOFor risk definitions, see ‘How weStrategic priority key:
define risk’ on page 42
LOGO

Loyal and satisfied retail customers

LOGO

‘Bank of Choice’ for UK companies

LOGO

Consistent profitability and a strong balance sheet

              Risk indicator

Developments in 2015

            LOGO

In 2015, credit quality improved further, supported by our conservative risk profile and supportive economic environment. Our NPL ratio improved to 1.54% (2014: 1.80%), and total loan loss allowances decreased to £1,157m at 31 December 2015 (2014: £1,439m), with all loan portfolios performing well.

Our residential mortgages NPL ratio decreased to 1.47% at 31 December 2015 (2014: 1.64%), with impairment releases and the decrease in NPL and coverage ratios reflecting the continued good performance of the portfolio supported by low interest rates and rising house prices. Our Commercial Banking NPL ratio decreased to 2.80% (2014: 3.56%), with strong credit quality. We continue to adhere to our prudent lending criteria as we grow lending.

            LOGO

Banking NIM(1) remained broadly flat at 1.83% in 2015 (2014: 1.82%).

The movement in NIM sensitivity in 2015 was largely due to changes in the underlying models used for risk measurement purposes. The assumptions used in these have been updated to better reflect the current low Base Rate environment.

            LOGO

Our LCR improved to 120% at 31 December 2015 (2014: 110%(2)). Our LCR eligible liquidity pool decreased £0.8bn to £38.7bn at 31 December 2015, reflecting lower liquidity requirements, largely due to the phasing of short-term funding and of medium-term maturities. Wholesale funding with a residual maturity of less than one year decreased £2.0bn to £21.1bn (2014: £23.1bn), reflecting changes in the maturity profile of our medium-term funding.

Our LCR eligible liquidity pool significantly exceeded wholesale funding of less than one year, with a 183% coverage ratio (2014: 171%).

            LOGO

We are making good progress with our capital and funding plan towards meeting future regulatory structure and TLAC/MREL requirements. Our CET 1 capital ratio was 11.6% at 31 December 2015 (2014: 11.9%), adversely impacted by the PPI provision charge of £450m. Our PRA end point Tier 1 leverage ratio was 4.0% at 31 December 2015, up from 3.8% at 31 December 2014, driven by the £750m AT1 issuance in June 2015.

Our total capital ratio increased to 18.2% at 31 December 2015 (2014: 17.9%), driven by the £750m AT1 and US$1.5bn Tier 2 issuances. This increase was partially offset by the decline in our CET 1 capital ratio, the adverse impact of CRD IV Minority Interest and grandfathering rules, as well as the partial buy-back of four capital instruments in June 2015.

            LOGO

In 2015, as in previous years, the pension scheme was managed within the pension risk appetite triggers and limits. The risk profile of the pension scheme also remained stable. In 2015, VaR (1 year, 95% confidence interval) decreased slightly to £1,260m (2014: £1,340m). This was mainly due to the slightly higher real interest rate reducing the size of the discounted liability.

In 2015, the accounting position of the pension scheme and other funded arrangements improved. The overall position was a £483m surplus at 31 December 2015 (2014: £156m surplus). The improvement in the position was mainly driven by gains of £319m from adjustments in actuarial assumptions in the year.

            LOGO

In 2015, we developed an Operational Risk Transformation Programme to help us deliver our new Operational Risk Framework. We are rolling out the programme, including new technology, in phases to the end of 2016. This will enable us to achieve market best practice in our operational risk management.

In 2015 and 2014 most of our operational risk losses related to charges for conduct remediation, mainly relating to historic sales of PPI.

        LOGO

Our Conduct Risk Strategy Programme has delivered substantial improvements since it was set up in 2013. In 2015, we continued to enhance the way we report and monitor conduct risk. We also improved how we assess conduct risk in our business decisions.

We have provided £450m in response to the recent FCA consultation paper on PPI, including the Plevin case. While we saw a reduction in PPI redress costs in the first half of the year, we have seen an increase in the third quarter in line with industry trends, with the fourth quarter remaining flat. The total provision for PPI redress and related costs was £465m at 31 December 2015.

Other conduct provisions were £172m at 31 December 2015, which included £43m of additional provisions taken in the third quarter of 2015 relating to wealth and investment products.

(1)Non-IFRS measure. See page 332.
(2)Non-IFRS measure. See page 117.

Annual Report 2015

Risk review

Emerging and future risks(unaudited)

An emerging and future risk is a risk with largely uncertain outcomes which may develop or crystallise in the future. Crystallisation of an emerging risk could have a material effect on long-term strategy. The table below includes the emerging risks we tracked in 2015. The timeframes are indicative of when these risks could have an impact.

    TimeframeRisk description and mitigation

2013-2015
strategic

priorities

1-3 years

Economic environment

UK economy

LOGO

Our financial performance is strongly linked to the health of the UK economy. We are particularly affected by factors that impact our larger credit portfolios, such as the housing market and unemployment. The prospects of the UK are also linked to the economies of other major trading areas, such as the eurozone, China and emerging markets.

If the UK economy continues to improve, interest rates are expected to rise, especially if inflation moves back towards the Bank of England’s target rate. If this happens, the behaviour of our customers and market participants could change. This could include increased customer movement and require more competitive product pricing.

If the UK economy doesn’t continue to recover as expected, or even experiences a downturn, Bank of England interest rates may remain at record low levels, placing pressure on forecast net interest margins.

We closely monitor indicators and reports relating to the UK’s economic performance and also of other major trading areas in the global economy.

We quantify these impacts wherever possible in our risk reporting. This analysis includes, for example, any resulting customer credit deterioration, impacts on funding and capital issuance plans, and stress analysis on our net interest margin and pension fund deficit.

UK membership of the EU

The UK Government has pledged to renegotiate the terms of the UK’s membership of the EU, and then hold a referendum. It now seems more likely that a referendum will be held in 2016, sooner than the original pledge to hold it by the end of 2017.

We are closely monitoring political developments in the lead up to the referendum, assessing potential risks, and planning mitigating actions where appropriate. Our risk assessment considers both potential outcomes.

Customer behaviour

The needs and demands of our customers are evolving more rapidly than ever, driven by changes in technology and the adoption of digital and mobile as part of multi-channel banking. These shifts in customer behaviour bring with them associated challenges in risk management, for example in developing strategies to tackle fraud.

Our marketing and product design teams monitor changing demographics, trends, and customer behaviours. They provide feedback in order to reshape distribution channels and redesign products to meet changing demands.

Market competition

We have seen established incumbents refocusing on UK banking, and new financial services providers enter the market with new business models and new technology-oriented approaches.

We monitor and report on the activities of existing and emerging competitors including the new digital entrants. We analyse the risks to our business plans, customer base and revenue streams and take decisions to mitigate those risks where necessary. As part of this approach we have designed and implemented our own digital business strategy and we continue to respond to the rapid changes in the methods, targets and sophistication of cyber fraud.

Regulatory development

2015 continued to see a large amount of new regulation affecting our business. In response, we are progressing some significant change projects, including those relating to the Financial Services (Banking Reform) Act 2013. While the requirements for Banking Reform have become clearer during this year, considerable challenges remain for us to implement a business model that both meets the regulatory demands and delivers our strategic aims.

We regularly review the potential impact on our risk profile, including strategic risk and operational risk. We do this against a backdrop of many other complex regulatory programmes already in progress. We also assess the potential increase in our costs that these regulations will cause. However, there remain significant areas of emerging regulation where the impact and timing are still uncertain.

LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

LOGO

More than

3 years

Economic environment

EU economies

There are still concerns about the growth in eurozone economies, and significant differences remain between the economic performance of individual member states. Increased levels of migration from areas of conflict have seen a disparity of views between member states. We monitor the economic performance of the EU, the evolving political landscape and the eurozone (monetary union and redenomination risk).

LOGO

40  Santander UK plc


    Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Risk governance

INTRODUCTION(unaudited)

As a financial services provider, managing risk is a core part of our day-to-day activities. To be able to manage our business effectively, it is critical that we understand and control risk in everything we do. We aim to use a prudent approach and advanced risk management techniques to help us deliver robust financial performance and build sustainable value for our stakeholders.

We aim to keep a predictable medium-low risk profile, consistent with our business model. This is key to achieving our strategic objectives.

As set out in Note 2 to the Consolidated Financial Statements, in the fourth quarter of 2016, certain customers were transferred between our Retail Banking and Commercial Banking business segments, in line with how we now manage our customers. Small business customers with turnover up to £6.5m per annum (previously up to £250,000) are now served as business banking customers in Retail Banking. The balances transferred from Commercial Banking to Retail Banking were £2.2bn in customer loans and £3.2bn in customer deposits at 31 December 2016 (2015: £2.3bn and £3.0bn, respectively). Medium and large business customers with annual turnover between £6.5m and £500m will continue to be served by Commercial Banking and those with annual turnover above £500m by Global Corporate Banking. The segmental analyses for Retail Banking and Commercial Banking in this Risk review have been adjusted to reflect these changes for prior years.

RISK FRAMEWORK

Key elements(unaudited)

Our Risk Framework sets out how we manage and control risk. It is based on the following key elements which we describe in more detail in the next pages:

 

    Section

 

Content

How we define risk

 

 

We describe each of our key risk types.

How we approach

risk – our
culture and

principles

 

 

We describe our risk culture and explain how we make it a day-to-day reality across the business.

Our risk governance

structure

 

 

We describe how we consider risk in all our business decisions as part of our organisational structure, and the responsibilities of our people and our committees.

Our internal control

system

 

 

We describe our internal control system and how it helps us manage and control risk.

We continuedDuring the year we made no significant changes to make good progress in 2015 in embedding the Risk Framework across the business. The Board Risk Committee reviewed our progress, linked to annual Risk Attestations (see ‘Internal control system’ in this section for more on these). These are evidence-based and approved by the Executive Committee members. As a result, we are managing risk more effectively by improving how we identify, assess, manage and report it.

In 2015, we also updated our Risk Framework, to reflect how some risks have become more important to us. We now:but we made the following refinements:

IncludeWe referenced the appointment of the Chief Legal and Regulatory Officer (CLRO) who has overall responsibility for the control and oversight of legal, conduct, regulatory and financial crime risk as a key risk type on its own. This reflects its growing importance as technology inrisk. The CLRO replaced and consolidated the banking industry develops
Include legal risk within our operational risk activities to improve its day-to-day management
Present banking market risk, liquidity risk, capital riskprevious roles of General Counsel and pension risk separately in our list of key risks due to their importance. In the past, we combined them as balance sheet management risk.

We also enhanced the responsibility for some risks in 2015. Our:

Chief Administrative Office (GC&CAO) and Chief Conduct and Compliance Officer (CCCO) now has direct responsibility for conduct and regulatory risks.
Capital Committee is now an Executive Committee in its own right, recognising the critical importance of capital. In the past it was a sub-committee ofWe renamed the Executive Risk Committee.Committee as the Executive Risk Control Committee, which better reflected the control function it carries out.
We included the Credit Approval Committee and the Investment Approval Committee as Executive Committees, reflecting the greater importance we placed on their functions.

 

 

Santander UK plc    33


Annual Report 20152016

Risk review

 

 

    

 

How we define risk(unaudited)

Risk is any uncertainty about us being able to achieve our business objectives. It can be split into a set of key risks,risk types, each of which could affect our results and our financial resources. Our key risksrisk types are:

 

    Key risk types

 

Description

  
Credit 

The risk of loss due to the default or credit quality deterioration of a customer or counterparty to which we have provided credit, or for which we have assumed a financial obligation.

 

  
Market 

Trading market risk – the risk of losses in on-on and off-balance sheet trading positions, due to movements in market prices or other external factors.

 

Banking market risk – the risk of loss of income or economic value due to changes to interest rates in the banking book or to changes in exchange rates, where such changes would affect our net worth through an adjustment to revenues, assets, liabilities and off-balance sheet exposures in the banking book.

 

  
Liquidity 

The risk that while still being solvent, we do not have sufficient liquid financial resources available to meet our obligations as they fall due, or we can only secure such resources at excessive cost.

 

It is split into three types of risk:

Funding or structural liquidity risk – the risk that we may not have sufficient liquid assets to meet the payments required at a given time due to maturity transformation.

Contingent liquidity risk – the risk that future events may require a larger than expected amount of liquidity i.e. the risk of not having sufficient liquid assets to meet sudden and unexpected short-term obligations.

Market liquidity risk – the risk that assets we hold to mitigate the risk of failing to meet our obligations as they fall due, which are normally liquid, become illiquid when they are needed.

 

  
Capital 

The risk that we do not have an adequate amount or quality of capital to meet our internal business objectives, regulatory requirements, market expectations and dividend payments, including AT1 coupons.

 

  
Pension 

The risk caused by our contractual or other liabilities with respect to a pension scheme (whether established for our employees or those of a related company or otherwise). It also refers to the risk that we will need to make payments or other contributions with respect to a pension scheme due to a moral obligation or for some other reason.

 

  

Operational

The risk of direct, or indirect, loss due to inadequate or failed internal processes, people and systems, or external events.

Conduct 

TheConduct risk is the risk that our decisions and behaviours lead to a detriment or poor outcomes for our customers and that we fail to maintain high standards of market behaviour and integrity.

 

  
Other key risks 

Financial crime risk – the risk that we are used to legitimise the proceeds from criminal activity which conceal their true origins. This includes money laundering, financing terrorism, sanctions, and bribery and corruption.

Strategic risk – the risk of significant loss or damage arising from strategic decisions that impact the long-term interests of our key stakeholders or from an inability to adapt to external developments.

 

Operational risk – the risk of direct, or indirect, loss due to inadequate or failed internal processes, people and systems, or external events. Our top three key operational risks are:

Cyber risk
Third party supplier management
Process and change management.
Financial crime risk – the risk that our employees, products, services or third parties facilitate money laundering, financing terrorism, bribery and corruption or evasion of financial sanctions.
Model risk – the risk of loss arising from decisions mainly based on results of models, due to errors in their design, application or use.
Reputational risk – the risk of damage to the way our reputation and brand are perceived by the public, clients, government, colleagues, investors or any other interested party.

Regulatory risk – the risk of loss, through financial or reputational, loss, from failing to comply with applicable codes and regulations.

Model risk – the risk of loss arising from decisions mainly based on results of models, due to errors in their design, application or use.

 

Enterprise wide risk is the aggregate view of all the key risksrisk types described above.

 

 

4234    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

How we approach risk – our culture and principles(unaudited)

The complexity and importance of the financial services industry demands a strong risk culture. We have extensive systems, controls and safeguards in place to manage and control the risks we face, but it is also crucial that everyone takes personal responsibility for managing risk.

Our risk culture plays a key role in our aim to be the best bank for our people, customers, shareholders and communities. It is vital that everyone in our business understands that, to achieve this, our people have a strong, shared understanding of what risk is, and what their role is in helping to control it. We express this in our Risk Culture Statement:

 

    Risk Culture Statement

 

Santander UK will only take risks that it understands and will always remain prudent in identifying, assessing, managing and reporting all risks. We activelyproactively encourage our people to take personal responsibility for doing the right thing and to challenge without fear. We make sure weensure decisions take decisions inaccount of the best interests of all our stakeholders and are in line with The Santander Way.

 

The Board reviews and approves our Risk Culture Statement every year. The CEO, Chief Risk Officer (CRO) and other senior executives are responsible for promoting our risk culture from the top. They drive cultural change and increased accountability across the business.

We reinforce our Risk Culture Statement and embed our risk culture in all our business units through our Risk Framework, Risk Attestations and other initiatives. This includes highlighting that:

It is everyone’s personal responsibility to play their part in managing risk
We must identify, assess, manage and report risk quickly and accurately
We make risk part of how we assess our people’s performance and how we recruit, develop and reward them
Our internal control system is essential to make sure we manage and control risk in line with our principles, standards, Risk Appetite and policies.

We use Risk Attestations to confirm how we manage and control risks in line with our Risk Framework and within our Risk Appetite. As an example, every year, each member of our Executive Committee confirms in writing that they have managed risk in line with the Risk Framework in the part of the business for which they are responsible. Their attestation lists any exceptions and the agreed actions taken to correct them. This is a very tangible sign of the personal accountability that is such a key part of our risk culture.

Making change happen: ‘II AM Risk’Risk – everyone’s personal responsibility for managing risk

We launchedI AM Risk continues to play a key part in our approachaim to raise awareness of,be the best bank for our people, customers, shareholders and embed, the right risk management culture across Santander UK in November 2012 under the ‘Icommunities. Our I AM Risk’ banner. We have learned from the reviews of other banks after the financial crisis and the increased regulatory focus on strong risk management in banks. This programmeRisk approach aims to make sure our people:

Identify risks and opportunities
Assess their probability and impact
Manage the risks and suggest alternatives
Report,, challenge, review, learn and ‘speak up’.

We use I AM Risk in our risk attestations, riskpolicies, frameworks and governance, and in all our risk-related communications. We also include it in our mandatory training and induction courses for our staff. To support this,staff, in our codes of conduct and in rewards and incentives. We embed the behaviours we launched the I AM Risk learning website which includes short films, factsheetswant to encourage in key processes and discussion boards.documents.

Among other things, I AM Risk is how we make risk management part of everyone’s life as a Santander employee, from how we recruit them and manage their performance to how we develop and reward them. It is also how we encourage people to take personal responsibility for risk, speak up and come up with ideas that help us change. To dosupport this, we embedded the behaviours we want to encourage in key processesour I AM Risk learning website includes short films, factsheets and documents. These included:discussion boards.

Individual annual performance reviews
New induction and training courses
Codes of conduct
Reward and incentives
Risk frameworks and governance.

As part of the programme,I AM Risk, we addedinclude mandatory risk objectives for all our people – from our Executive Risk Control Committee to branch staff. We also added risk technical and behavioural requirements to our job profiles, and similar elements to other initiatives.

In 2015, we created The Santander Way Steering Committee to coordinatecoordinates all our culture initiatives under the sponsorship of the CEO. The I AM Risk initiatives are reported quarterly to the CRO, and to the Executive Risk Committee and Board Risk Committee twice a year.

We also continuedIn 2016, we made good progress with continuing to embed personal accountability for managing risk across the business. For all new and existing employees, we enhanced our mandatory risk training and we ensured that the updated performance management risk objectives were used across the business. In our most recent employment engagement survey, 97% of employees acknowledged their personal responsibility for risk management, culture. We:

Reinforced I AM Risk messages through enhanced communication, education and training at all levels
Embeddedhelping to show how we are successfully embedding risk management across the whole employee life-cycle, including our recruitment practices
Increased and promoted our range of escalation channels
Updated the mandatory risk objectives for all our people including our Executive Committee
Measured change through a range of measures including ‘speaking up’ escalation channels, surveys and mandatory training completion rates
Improved how we identify and manage risk in our change and strategic planning processes.

I AM Risk continues to play a key part in our aim to be the best bank for our people, customers, shareholders and communities. In 2015, we built on the progress made in Retail Banking and Commercial Banking, and extended our focus to Global Corporate Banking and Corporate Centre.culture.

LOGO

 

 

Santander UK plc    35


Annual Report 20152016

Risk review

 

 

    

 

Our risk governance structure

We are committed to the highest standards of corporate governance in every part of our business. This includes risk management. For details of our governance, including the Board and its Committees, see the ‘Governance’ section of this Annual Report.

The Board delegates authoritycertain responsibilities to committeesBoard level Committees as needed and where appropriate. Our risk governance structure strengthens our ability to identify, assess, manage and report risks, as follows:

CommitteesCommittees:: A number of Board and Executive committees are responsible for specific parts of our Risk Framework
Roles with risk management responsibilitiesresponsibilities:: There are senior roles with specific responsibilities for risk
Risk organisational structurestructure:: We have ‘three lines of defence’ built in to the way we run our business.

Committees

The Board and the Board Risk Committee responsibilities for risk are:

 

    Board/
Board Committee

 

 

Main risk responsibilities

 

 

The Board

  Has overall responsibility for business execution and for managing risk
 
   

Reviews and approves the Risk Framework and Risk Appetite.

 

 

Board Risk

Committee

  

Assesses the Risk Framework and recommends it to the Board for approval

  Advises the Board on our overall Risk Appetite, tolerance and strategy
 
   Oversees our exposure to risk and our future strategy and advises the Board on both
 
   

Reviews the effectiveness of our risk management systems and internal controls.

 

The Executive Level

The Executive level Committee responsibilities for risk are:

 

    Executive
Committees

 

 

Main risk responsibilities

 

 

Executive Committee

   Reviews and approves business plans in line with our Risk Framework and Risk Appetite before they are sent to the Board to approve
 
    

Receives updates on key risk issues managed by CEO-level committees and monitors the actions taken.

 

 

Executive Risk

Committee

Control
   

Reviews Risk Appetite proposals before they are sent to the Board Risk Committee and the Board to approve

Committee 

Ensures that we comply with our Risk Framework, Risk Appetite and risk policies

 
    

Reviews and monitors our risk exposures and approves any corrective steps we need to take.

 

 

Asset and Liability

Committee (ALCO)

 

  

Reviews liquidity risk appetite proposals before they are sent to the Board to approve

Committee (ALCO) 

Ensures we measure and control structural balance sheet risks, including capital, funding and liquidity, in line with the policies, strategies and plans set by the Board

 
    

Reviews and monitors the key asset and liability management activities of the business to ensure we keep our exposure in line with our Risk Appetite.

 

 

Pensions Committee

   Reviews pension risk appetite proposals before they are sent to the Board to approve
 

  

Approves actuarial valuations and reviews the impact they may have on our contributions, capital and funding

 
    

Consults with the pension scheme trustees on the scheme’s investment strategy.

 

 

Capital Committee

   Puts in place effective risk control processes, reporting systems and processes to make sure capital risks are managed within our Risk Framework
 
    

Reviews capital adequacy and capital plans, including the Internal Capital Adequacy Assessment Process (ICAAP), before they are sent to the Board to approve.

 

Executive Credit Approval Committee

Approves corporate and wholesale credit transactions which exceed levels delegated to either lower level approval forums or individuals.

Executive Investment Approval Committee

Approves equity type investment transactions which exceed levels delegated to lower level approval forums or individuals.

 

 

4436    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Roles with risk management responsibilities

Chief Executive Officer

The Board delegates responsibility for our business activities and managing risk on a day-to-day basis to the CEO. The key responsibilities of the CEO are to:

Propose our strategy and business plan, put them into practice and manage the risks involved
Ensure we have a suitable system of controls to manage risk and report to the Board on it
Foster a culture that promotes ethical practices and social responsibility
Ensure all our staff know about the policies and corporate values approved by the Board.

Chief Risk Officer

As the leader of the Risk Division, the CRO oversees and challenges plansrisk activities, and activities.ensures new lending decisions are made within our Risk Appetite. The CRO reports to the Board through the Board Risk Committee, and also reports to the CEO for operational purposes. The CRO also reports directly to the global CRO offor the Banco Santander SA.group. The key responsibilities of the CRO are to:

Propose a Risk Framework to the Board (through the Board Risk Committee) that sets out how we manage the risks from our business activities within the approved Risk Appetite
Advise the CEO, the Board Risk Committee and Board on the Risk Appetite linked to our strategic business plan and why it is appropriate
Reassure the Board and our regulators that we identify, assess and measure risk and that our systems, controls and delegated authorities to manage risk are adequate and effective
Advise the CEO, Board Risk Committee, the Board and our regulators on how we manage key risks and escalate any issues or breaches of Risk Appetite
Ensure that our culture promotes ethical practices and social responsibility
Ensure that our policies and corporate values approved by the Board are communicated so that our culture, values and ethics are aligned to our strategic objectives.objectives
Ensure an appropriate governance structure is in place to make effective credit decisions.

The CRO is responsible for the control and oversight of all risks except for legal, conduct, regulatory and financial crime conduct and regulatory risk. These are the responsibilities of the Chief ConductLegal and ComplianceRegulatory Officer (CCCO)(CLRO). The CRO has responsibility for reporting risk matters through the Board Risk Committee to the Board. The CLRO reports to the Board Risk Committee and the General CounselBoard specifically in respect of legal, conduct, regulatory and financial crime risk.

Chief Administrative Officer (GC&CAO).

General CounselLegal and Chief AdministrativeRegulatory Officer

The GC&CAOCLRO is responsible for the control and oversight of legal, conduct, regulatory and financial crime risk. TheseThe key responsibilities of the CLRO are part of his responsibilities for legal, secretariat and financial crime. The GC&CAO has similar responsibilities to the CRO.to:

Chief Conduct and Compliance Officer

The CCCO is responsible for the control and oversight of conduct and regulatory risk. This is part of his responsibility for compliance. The CCCO has similar responsibilities to the CRO.

Propose a Risk Framework for conduct, regulatory and financial crime risk to the Board (through the Board Risk Committee and the CRO) that sets out how we manage these risks in line with our Risk Appetite
Advise the CRO, CEO, the Board Risk Committee and the Board on the Risk Appetite for legal, conduct, regulatory and financial crime risk, linked to our strategic business plan and why it is approved
Reassure the CRO, the Board and our regulators that we identify, assess and measure conduct, regulatory and financial crime risk appropriately and that our systems, controls and delegated authorities to manage risk are adequate and effective
Advise the CRO, CEO, Board Risk Committee, Board and regulators on how we manage key legal, conduct, regulatory and financial crime risks and escalate any issues or breaches of Risk Appetite
Ensure that our culture promotes ethical practices and social responsibility and contributes to the management of reputational risk
Ensure that our policies and corporate values approved by the Board are communicated so that our culture, values and ethics are aligned to our strategic objectives.

Chief Internal Auditor

The Chief Internal Auditor (CIA) reports to the Board through the Board Audit Committee, and also reports to the CEO for operational purposes. The CIA also reports directly to the CIA of Banco Santander SA. The key responsibilities of the CIA are to:

Ensure the scope of Internal Audit includes each main activity and entity
Design and use an audit system that identifies key risks and evaluates controls
Develop an audit plan to assess existing risks that involves producing audit, assurance and monitoring reports
Carry out all audits, special reviews, reports and commissions that the Board Audit Committee asks for
Monitor business activities regularly by consulting with internal control teams and our External Auditors
Develop and run internal auditor training that includes regular skills assessments.

 

 

Santander UK plc    37


Annual Report 20152016

Risk review

 

 

    

 

Risk organisational structure(unaudited)

We use the three‘three lines of defencedefence’ model to manage risk. This model is widely used in the banking industry and has a clear set of principles to implement a cohesive operating model across an organisation. It does this by separating risk management, risk control and risk assurance.

The diagram below shows the reporting lines to the Board with respect to risk:

 

LOGOLOGO

 

 

4638    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Internal control system(unaudited)

Our Risk Framework is an overarching view of our internal control system that helps us manage risk across the business. It sets out at a high level the principles, minimum standards, roles and responsibilities, and governance for internal control.

 

LOGOLOGO

 

    Category

 

 

Description

 

  
Risk Frameworks 

Set out how we should manage and control risk for:

–   The Santander UK group (overall framework)

–   Our key risksrisk types (risk type frameworks)

–   Our key risk activities (risk activity frameworks).

 

  

Risk Management

Responsibilities

 

 Set out the Line 1 risk management responsibilities for business unitsBusiness Units and business support units.Business Support Units.
  

Risk Appetite

Statement

 

Defines the type and the level of risk that we are willing and able to take on to achieve our business plans. The policies set out what action we must (or must not) take to make sure we stay within the agreedour Risk Appetite.

Risk control unitsControl Units set overarching policies. Business and Business support unitsSupport Units have operational policies, standards and procedures that put these policies into practice. We expect all our people to manage risk within their own work by complying with these policies, standards and procedures.

 

  

Delegated

Authorities/Mandates

 

 Define who can do what under the authority delegated to the CEO by the Board.
  
Risk Attestations 

Business units, business support unitsUnits, Business Support Units or risk control unitsRisk Control Units set out how they have managed and/or controlled risks in line with the risk frameworks and within the agreed Risk Appetite.

They are completed at least once a year. They also explain any action taken. This process helps ensure people can be held personally accountable.

 

 

 

Santander UK plc    39


Annual Report 20152016

Risk review

 

 

    

 

RISK APPETITE(unaudited)

How we control the risks we are prepared to take

When our Board sets our strategic objectives, it is important that we are clear about the risks we are prepared to take to achieve them. We express this through our Risk Appetite Statement, which defines the amount and kind of risk we are willing to take. Our Risk Appetite and strategy are closely linked – our strategy must be achievable within the limits set out in our Risk Appetite.

The principles of our Risk Appetite

Our Risk Appetite Statement lists ten principles that we use to set our Risk Appetite.

We always aim to have enough financial resources to survive severe but plausible stressed economic and business conditions, as well as more extreme conditions that would consume capital
We should be able to predict how our income and losses might vary – that is, how volatile they are. That applies to all our risks and lines of business
Our earnings and dividend payments should be stable, and in line with the return we aim to achieve
We are an autonomous business, so we always aim to have strong capital and liquidity resources
The way we fund our business should give us diverse sources and duration of funding. This helps us to avoid relying too much on wholesale markets
We set controls on large concentrations of risk, such as to single customers or specific industries
There are some key risks we take, but for which we do not actively seek any reward, such as operational, conduct, financial crime, regulatory and regulatoryreputational risk. We take a risk-averse approach to all such risks
We comply with all regulations – and aim to exceed the standards they set
Our pay and bonus schemes should support these principles and our risk culture
We always aim to earn the trust of our people, customers, shareholders and communities.

How we describe the limits in our Risk Appetite

Our Risk Appetite sets out detailed limits for different types of risk, using metrics and qualitative statements.

Metrics

We use metrics to set limits on losses, capital and liquidity. We set:

Limits for losses for our most important risks, including credit, market, operational and conduct risk
Capital limits, reflecting both the capital that regulators expect us to hold (regulatory capital) and our own internal measure (economic capital)
Liquidity limits according to the most plausible stress scenario for our business.

These limits apply in normal business conditions, but also when we might be experiencing a far more difficult trading environment. A good example of this might be when the UK economy is performing much worse than we expected. We refer to conditions such as this as being under stress.

There is more on economic capital and stress scenarios later in this section.

Qualitative statements

For some risks we also use qualitative statements that describe in words the controls we want to set. For example, in conduct risk, we use them to describe our Risk Appetite for products, sales, after-sales service, and culture. We also use them to exclude or restrict risks from some sectors, types of customer and activities.

How we set our Risk Appetite, and stay within it

We control our Risk Appetite through our Risk Appetite Framework. Our Board approves and oversees the Risk Appetite Statement every year. This ensures it is consistent with our strategy and reflects the markets in which we operate. Our Executive Committee is responsible for ensuring that our risk profile (the level of risk we are prepared to accept) is consistent with our Risk Appetite Statement. To do this they monitor our performance, business plans and budgets each month. At least every six months, we use stress testing to review how our business plan performs against our Risk Appetite Statement. This shows us if we would stay within our Risk Appetite under stress conditions. It also helps us to identify any adverse trends or inconsistencies.

We embed our Risk Appetite by setting more detailed risk limits for each business unit and key portfolio. These are set in a way so that if we stay within each detailed limit, we will stay within our overall Risk Appetite. When we use qualitative statements to describe our appetite for a risk, we link them to lower-level key risk indicators, so that we can monitor and report our performance against them.

We provide a programme of communication and training for our staff which helps ensure that Risk Appetite is well understood.

 

 

4840    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

STRESS TESTING(unaudited)

Stress testing helps us understand how different events and economic conditions could affect our business plan, earnings and risk profile. This helps us plan and manage our business better.

Scenarios for stress testing

To see how we might cope with difficult conditions, we regularly develop challenging scenarios that we might face. We consult a broad range of internal stakeholders, including Board members, when we design and choose our most important scenarios, including Board members.scenarios. The scenarios cover a wide range of outcomes, risk factors, time horizons and market conditions. They are designed to test:

The impact of shocks affecting the economy as a whole or the markets we operate in
Key potential vulnerabilities of our business model
Potential impacts on specific risks such as market risk credit risk and pension risk.types.

We describe each scenario using a narrative setting out how events might unfold, as well as a market and/or economic context. For example the key economic factors we reflect in our ICAAP scenarios include house prices, interest rates, unemployment levels and the size of the UK economy. One scenario looks at what might happen in a recession where the output of the economy shrinks by around 3%4%, unemployment reaches over 9%, and house prices fall by around 20%30%.

We use a comprehensive suite of stress scenarios to explore sensitivities to market risk, including those based on historic market events.

How we use stress testing

We use stress testing to estimate the effect of these scenarios on our business and financial performance, including:

Our business plan, and its assessment against our Risk Appetite
Our capital strength, through our ICAAP
Our liquidity position, through our Internal Liquidity Adequacy Assessment Process (ILAAP)
Impacts on other risks such as market and credit risk.risk types.

We use a wide range of models, approaches and assumptions. These help us interpret the links between factors in markets and the economy, and our financial performance. For example, one model looks at how changes in unemployment rates might affect the number of customers who might fall into arrears on their mortgage.

Our stress testing models are subject to a formal review, independent validation and approval process. We highlight the key weaknesses and related model assumptions in the approval process for each stress test. In some cases, we overlay expert judgement onto the results of our models. Where this is material to the outcome of the stress test, the approving governance committee reviews it.

We take a multi-layered approach to stress testing to capture risks at various levels. This ranges from sensitivity analyses of a single factor to a portfolio, to wider exercises that cover all risks across our entire business. We use stress testing outputs to design action plans that aim to mitigate damaging effects.

We also conduct reverse stress tests. These are tests in which we identify and assess scenarios that are most likely to cause our business model to fail.

Board oversight of stress testing

The Executive Risk Control Committee approves the design of the scenarios in our ICAAP. The Board Risk Committee approves the stress testing framework and the annual programme of stress testing.framework. The Board reviews the outputs of stress testing as part of the approval processes for the ICAAP, the ILAAP, our Risk Appetite and regulatory stress tests.

Regulatory stress tests

We take part in a number of external stress testing exercises. These can include stress tests of the UK banking system conducted by the PRA. We also contribute to stress tests of the wider Banco Santander group.Santander.

For more on capital and liquidity stress testing, see the ‘Capital risk’ and ‘Liquidity risk’ sections.

 

 

Santander UK plc    41


Annual Report 20152016

Risk review

 

 

    

 

HOW RISK IS DISTRIBUTED ACROSS OUR BUSINESS(unaudited)

Economic capital

As well as assessing how much regulatory capital we are required to hold, we use an internal Economic Capital (EC) model to measure our risk.

We use EC to get a consistent measure across different risks, including credit, market and operational risk.risk types. EC also takes account of how concentrated our portfolios are, and how much diversification there is between our various businesses.

As a consequence we can use EC for a range of risk management activities. For example, we can use it to help us compare requirements in our ICAAP or to get a risk-adjusted comparison of income from different activities.

Regulatory capital – risk-weighted assets

The table below shows the proportion of our regulatory capital risk weightedrisk-weighted assets we held in different parts of our business and for different types of risk. It shows how risk was distributed at 31 December 20152016 and 2014.2015. It is split between credit, market and operational risk against which we hold regulatory capital.

 

LOGOLOGO

20152016 compared to 20142015

OurThe distribution of risk across theour business changed very littlewas broadly unchanged in the year. The largest category wascontinued to be credit risk in Retail Banking, which accounted for most of our risk-weighted assets. This reflects our business strategy and balance sheet. Market risk arises primarily as part of our trading book activities withinin Global Corporate Banking. Our operational risk capital requirements remained small, and were concentrated in our Retail Banking activities.

For more on this, see ‘Risk weighted‘Risk-weighted assets’ in the ‘Capital risk’ section.

 

 

5042    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

 

      Credit risk

 

 

Overview(unaudited)

Credit risk is the risk of loss due to the default or credit quality deterioration of a customer or counterparty to which we have provided credit, or for which we have assumed a financial obligation.

 In this section, we explain how we manage credit risk and analyse our credit risk profile and performance.
 We begin by discussing credit risk at a Santander UK group level. Then we cover each ofRetail Banking separately from our businessother segments: Retail Banking, Commercial Banking, Global Corporate Banking and Corporate Centre, separately in more detail in the sections that follow. For details of the businesses in each of our segments, see Note 2 to the Consolidated Financial Statements.
 Key metrics(unaudited)
 

 

 NPL ratio ofimproved to 1.50% (2015: 1.54% continued to improve)
 In 2015, credit quality2016 the NPL ratio improved further, supported by both our conservative risk profile and supportive economic environment.to 1.50%, with all loan books performing well.
 

 

 LoanImpairment loss allowances decreased to £1,157m£989m (2015: £1,157m)
 Total loanImpairment loss allowances decreased in 2015, with retail2016 and corporate loans performing well in a supportive credit environment.all loan portfolios continued to perform well.
 

 

 Average LTV of 65% (2015: 65%) on new mortgage lending
 We maintained our prudent lending criteria, with an average LTV of 65% on new lending. Our lending with an LTV of over 85% accounted for 16%17% of the new business flow.
 

 

 NPL coverage ratio decreased to 33% (2015: 38%)
 

The NPL coverage ratio reduceddecreased to 33% in 2016, from 38% in 2015, from 42% in 2014.2015.

 

 

    

 

 

Santander UK plc    43


Annual Report 20152016

Risk review

 

 

    

 

Credit risk – Santander UK group level

 

 Overview 
��

Credit risk management

Credit risk review

In this section, we set out our products and services that expose us to credit risk, and we explain how we manage credit risk depending on the type of customer.

 

We also set out our approach to credit risk across the credit risk lifecycle. This includes risk strategy and planning, assessment and origination, monitoring, arrears management (including forbearance), and debt recovery.

 

We also explain how we measure and control risk, including the key metrics we use.

 

 

Credit risk review

In this section, we analyse our maximum and net exposures to credit risk, including their credit quality and concentrations of risk.

 

We also summarise our credit performance, and forbearance activities.

SANTANDER UK GROUP LEVEL – CREDIT RISK MANAGEMENT

Exposures

Exposures to credit risk arise in our business segments from:

 

    Retail Banking

 

  

Commercial Banking

 

  

Global Corporate Banking

 

  

Corporate Centre

 

 

  Residential mortgages, unsecured lending (overdrafts, personal loans, credit cards and business banking) and vehicle consumer finance.

 

  We provide these to individuals and small businesses.

  

 

  Loans, bank accounts, treasury services, invoice discounting, cash transmission, trade finance and asset finance.

 

  We provide these to mid-corporatesSMEs and SMEs,mid corporates, Commercial Real Estate and Social Housing customers.

 

  

 

  Loans and treasury products, and from treasury markets activities.

 

  We provide these to large corporates, financial institutions, sovereigns and other international organisations.

 

  

 

  Asset and liability management of our balance sheet, as well as our non-core and Legacy Portfolios being run down.

 

  Exposures include sovereign and other international organisation assets held for liquidity.

Our types of customer and how we manage them

We manage credit risk across all our business segments in line with the credit risk lifecycle shown in the next section. We tailor the way we manage risk across the lifecycle to the type of customer. We classify customers as standardised or non-standardised:

 

    Standardised

 

  

Non-standardised

 

 

  Mainly individuals and small businesses. Transactions are for relatively small amounts of money, and share similar credit characteristics.

  

 

  Mainly medium and large corporate customers and financial institutions. Transactions are for larger amounts of money, and have more diverse credit characteristics.

 

 

  In Retail Banking, Commercial Banking and Corporate Centre (for non-core portfolios).

  

 

  In Commercial Banking, Global Corporate Banking and Corporate Centre.

 

 

  We manage risk using automated decision-making tools. These are backed by teams of analysts who specialise in this type of risk.

  

 

  We manage risk through expert analysis. This is supported by decision-making tools based on internal risk assessment models.

 

 

 

5244    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Our approach to credit risk

 

LOGOLOGO

We manage our portfolios across the credit risk lifecycle, from drawing up our risk strategy, plans, budgets and limits to making sure our actual risk profile stays in line with our plans and within our Risk Appetite.

1. Risk strategy and planning

All relevant areas of the business – Risk, Marketing, Products and Finance – work together to create our business plans. Our aim is to balance outour strategy, business goals, and financial and technical resources andwith our attitude towards risk (our Risk Appetite). To do this, we focus particularly on economic and market conditions and forecasts, regulations, conduct considerations and profitability, returns and market share. The result is an agreed set of targets and limits that help us direct our business.

To do this, we focus particularly on:

Economic and market conditions and forecasts
Regulations
Conduct considerations
Profitability, returns and market share.

2. Assessment and origination

Managing credit risk begins with lending responsibly. That means only lending to customers who can afford to pay us back, even if things get tighter for them, and are committed to paying us back. We undertake a thorough risk assessment to make sure customers can meet their obligations before we approve a credit application. We make these decisions with authority from the Board and we consider:

The credit quality of the customer
The underlying risk – and anything that mitigates it, such as netting or collateral
Our risk policy, limits and appetite
Whether we can balance the amount of risk we face with the returns we could get.

We make these decisions with authority from the Board.also use stress testing, for example to estimate how a customer might be able to cope if interest rates increase.

3. Monitoring

We measure and monitor changes in our credit risk profile on a regular and systematic basis against budgets, limits and benchmarks. We monitor credit performance by portfolio, segment, customer or transaction. If our portfolios do not perform as we expect, we investigate to understand the reasons. Then we take action to mitigate it as far as possible and bring performance back on track.

We monitor and review our risk profile through a formal structure of governance and committees across our business segments. These agree and track any steps we need to take to manage our portfolios, to make sure the impact is prompt and effective. This structure is a vital feedback tool to co-ordinate issues, trends and developments across each part of the credit risk lifecycle.

A core part of our monitoring is credit concentrations, such as the proportion of our lending that goes to specific borrowers, groups or industries. We set concentration limits in line with our Risk Appetite and review them on a regular basis.

4. Arrears management

Sometimes our customers face financial difficulty and they may fall into payment arrears or breach conditions of their credit facility. If this happens, we work with them to get their account back on track. We aim to support our customers and keep our relationship with them. We do this by:

Finding affordable and sustainable ways of repaying to fit their circumstances
Monitoring their finances and using models to predict how we think they will cope financially. This helps us design and put in place the right strategy to manage their debt
Working with them to get their account back to normal as soon as possible in a way that works for them and us
Monitoring agreements we make to manage their debt so we know they are working.

Annual Report 2015

Risk review

Forbearance

When a customer gets into financial difficulties, we can change the terms of their loan, either temporarily or permanently. We do this to help customers through temporary periods of financial difficulty so they can get back on to sustainable terms and fully pay off the loan over its lifetime, with support if needed. This is known as forbearance. We always try to do this before the customer defaults. Whatever we offer, we assess it to make sure the customer can afford the repayments.

Santander UK plc    45


Annual Report 2016

Risk review

Forbearance improves our customer relationships and our credit risk profile. It also means that we only use foreclosure or repossession as a last resort. We review our approach regularly to make sure it is still effective.

In a few cases, we can help a customer in this way more than once. This can happen if the plan to repay their debt doesn’t work and we have to draw up another one. When this happens more than once in a year, or more than three times in five years, we call it multiple forbearance.

In the first half of the year, we changed our policy on forbearance so that customer loans that meet exit criteria will no longer be reported as forborne. In the past, we reported loans as forborne until they were fully repaid or written off. In order to exit from forbearance a loan must now:

Have been forborne at least two years ago or, where the forbearance was temporary, it must have returned to performing under normal contractual terms for at least two years,
Have been performing under the forborne terms for at least two years, and
Not be more than 30 days in arrears.

5. Debt recovery

Sometimes, even when we have taken all reasonable and responsible steps we can to manage arrears, they prove ineffective. If this happens, we have to end our relationship with the customer and try to recover the whole debt, or as much of it as we can.

Risk measurement and control

We measure and control credit risk at all stages across the credit risk lifecycle. We have a range of tools, processes and approaches, but we rely mainly on:

Credit controlcontrol:: as a core part of risk management we generate, extract and store accurate, comprehensive and timely data to monitor credit limits. We do this using internal data and data from third parties like credit bureaux
ModelsModels:: we use models widely to measure credit risk and capital needs. They range from statistical and expert models to benchmarks
ReviewReview:: we use formal and informal forums across the business to approve, validate, review and challenge our risk management. We do this to help us predict if our credit risk will worsen.

We use two key metrics to measure and control credit risk: Expected Loss (EL) and Non-Performing Loans (NPLs).

 

    Metric

 

Description

  
EL 

EL tells us what credit risk is likely to cost us. It is the product of:

–   Probability of default (PD) – how likely customers are to default. We estimate this using customer ratings or the transaction credit scores for the transaction

–   Exposure at default (EAD) – how much customers will owe us if they default. We calculate this by comparing how much of their agreed credit (such as an overdraft) customers have used when they default with how much they normally use. This allows us to estimate the final extent of use of credit in the event of default

–   Loss given default (LGD) – how much we lose when customers actually default. We work this out using the actual losses on loans that default. We take into account the income we receive, including from collateral we held, the costs we incur and timing of the recovery process.process timing.

PD, EAD and LGD are calculated in accordance with CRD IV, and include direct and indirect costs. We base them on our own risk models and our assessment of each customer’s credit quality. For the rest of our Risk review, impairments, impairment losses and impairment loss allowances refer to calculations in accordance with IFRS, unless we specifically say they relate to CRD IV. For our IFRS accounting policy on impairment, see Note 1 to the Consolidated Financial Statements.

The way we calculate impairment under IFRS will change from 1 January 2018 when IFRS 9 takes effect. It uses an expected credit loss (ECL) model rather than an incurred loss model used by IAS 39. There are also differences between the ECL approach used by IFRS 9 and the EL approach used by CRD IV. For more, see ‘Future accounting developments’ in Note 1 to the Consolidated Financial Statements.

 

  
NPLs 

We use NPLs – and related write-offs and recoveries – to monitor how our portfolios behave. We classify loans as NPLs where customers do not make a payment for three months or more, or if we have data to make us doubt they can keep up with their payments. The data we have on customers varies across our business segments. It typically includes where:

Retail Banking

–   They have been reported bankrupt or insolvent

–   Their loan term has ended, but they still owe us money more than three months later

–   They have had forbearance as an NPL, but have not caught up with the payments they had missed before that

–   They have had multiple forbearance

–   We have suspended their fees and interest because they are in financial difficulties

–   We have repossessed the property. We have included these as NPLs from 2015.

Other segments: Commercial Banking, Global Corporate Banking and Corporate Centre

–   They have had a winding-upwinding up notice issued, or something happens that is likely to trigger insolvency – for instance,such as, another lender calls in a loan

–   Something happens that makes them less likely to be able to pay us – such as they lose an important client or contract

–   They have regularly missed or delayed payments, even though they have not gone over the three-month limit for NPLs

–   Their loan is due to mature within six months, and it is unlikely to be refinanced or repaid in full on maturity

–   Their loan has an excessive LTV and it is unlikely that it will be resolved, (suchsuch as by a change in planning policy, pay- downspay-downs from rental income, or increases in market values).values.

 

We also assess risks from other perspectives, includingperspectives. These comprise internal rating deterioration, geographical location, business area, product and process,process. We do this to identify specific areas we need to focus on. We also use stress testing to establish vulnerabilities to economic deterioration.

Our business segments tailor their approach to credit risk to their own customers. We explain their approaches in the business segment sections later on.

 

 

5446    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

SANTANDER UK GROUP LEVEL – CREDIT RISK REVIEW

Our maximum and net exposure to credit risk

The tables below show the main differences between our maximum and net exposure to credit risk. They show the effects of collateral, netting, and risk transfer to mitigate our exposure. The tables only show the financial assets that credit risk affects.

For balance sheet assets, the maximum exposure to credit risk is the carrying value after loanimpairment loss allowances. Off-balance sheet exposures are guarantees, formal standby facilities, credit lines and other commitments. For off-balance sheet guarantees, the maximum exposure is the maximum amount that we would have to pay if the guarantees were called on. For formal standby facilities, credit lines and other commitments that are irrevocable over the life of the facility, the maximum exposure is the total amount of the commitment.

 

  Maximum exposure   Collateral             Maximum exposure       Collateral        
  Balance sheet asset                   Balance sheet asset                 
   

 

 

Gross

amounts

£bn

  

  

  

   

 

 

Loan loss

  allowance

£bn

  

  

  

   

 

 

Net

  amounts

£bn

  

  

  

   

 

 

Off-balance

sheet

£bn

  

  

  

   

 

 

Cash

    

£bn

(1) 

  

  

  

 

 

Non-cash

    

£bn

(1) 

  

  

  

 

 

Netting

    

£bn

(2) 

  

  

  

 

 

Risk

transfer

£bn

  

(3) 

  

  

 

 

Net

exposure

£bn

  

  

  

   

Gross

amounts

£bn

 

 

 

   

Impairment

  loss allowances

£bn

 

 

 

   

Net

  amounts

£bn

 

 

 

   

Off-balance

sheet

£bn

 

 

 

    

Cash

    

£bn

(1) 

 

 

  

Non-cash

    

£bn

(1) 

 

 

  

Netting

    

£bn

(2) 

 

 

  

Net

exposure

£bn

 

 

 

2015

              

2016

              

Cash and balances at central banks

   16.8          16.8                          16.8     17.1        17.1                  17.1 

Trading assets:

                            

– Loans and advances to banks

   5.4          5.4                  (0.4)        5.0     7.5        7.5               (2.1  5.4 

– Loans and advances to customers

   6.0          6.0              (5.0)            1.0     10.3        10.3            (8.6     1.7 

– Debt securities

   5.5          5.5                          5.5     6.2        6.2                  6.2 

Total trading assets

   16.9          16.9              (5.0)    (0.4)        11.5     24.0        24.0            (8.6  (2.1  13.3 

Derivative financial instruments

   25.5        25.5         (2.4     (17.4  5.7 

Financial assets designated at fair value:

                            

– Loans and advances to customers

   1.9          1.9     0.3         (2.2)                 1.7        1.7    0.2        (1.8     0.1 

– Debt securities

   0.5          0.5                          0.5     0.4        0.4                  0.4 

Total financial assets designated at fair value

   2.4          2.4     0.3         (2.2)            0.5     2.1        2.1    0.2        (1.8     0.5 

Available-for-sale debt securities

   8.9          8.9                          8.9  

Derivative financial instruments

   20.9          20.9          (1.1)        (17.3)        2.5  

Loans and advances to banks

   3.5          3.5     1.3         (0.8)    (0.3)        3.7     4.4        4.4    1.9        (1.5     4.8 

Loans and advances to customers:(4)

              

Loans and advances to customers:(3)

              

– Advances secured on residential property

   153.3     (0.4)     152.9     6.7         (159.2)(5)           0.4     154.7    (0.3   154.4    10.8        (164.9)(4)      0.3 

– Corporate loans

   31.9     (0.4)     31.5     16.4     (0.1)    (23.0)            24.8     32.0    (0.4   31.6    17.1        (23.1     25.6 

– Finance leases

   6.3     (0.1)     6.2     0.6     (0.1)    (5.3)            1.4     6.7    (0.1   6.6    0.4     (0.1  (5.7     1.2 

– Other secured advances

                                         

– Other unsecured advances

   6.3     (0.3)     6.0     12.0                     18.0  

– Amounts due from fellow subsidiaries, associates and joint ventures

   1.4          1.4                          1.4  

– Other unsecured loans

   6.2    (0.2   6.0    11.5              17.5 

– Amounts due from fellow Banco Santander group subsidiaries and joint ventures

   1.1        1.1                   1.1 

Total loans and advances to customers

   199.2     (1.2)     198.0     35.7     (0.2)    (187.5)            46.0     200.7    (1.0   199.7    39.8     (0.1  (193.7     45.7 

Loans and receivables securities(4)

   0.1          0.1                          0.1  

Loans and receivables securities(3)

   0.3        0.3    1.6              1.9 

Available-for-sale debt securities

   10.4        10.4                  10.4 

Held-to-maturity investments

   6.6        6.6                  6.6 

Total

   268.7     (1.2)     267.5     37.3     (1.3)    (195.5)    (18.0)        90.0     291.1    (1.0   290.1    43.5     (2.5  (205.6  (19.5  106.0 

 

(1)The forms of collateral we take to reduce credit risk include: residential and commercial property; other physical assets, including motor vehicles; liquid securities, including those transferred under reverse repurchase agreements; cash, including cash used as collateral for derivative transactions; and receivables. Charges on residential property are most of the collateral we take.
(2)We can reduce credit risk exposures by applying netting and set-off.netting. We do this mainly for derivative and repurchase transactions with financial institutions. For derivatives, we use standard master netting agreements. They allow us to set off our credit risk exposure to a counterparty from a derivative against our obligations to the counterparty in the event of default. This gives us a lower net credit exposure. They may also reduce settlement exposure. For more on this, see ‘Credit risk mitigation’ in the ‘Global corporate banking‘Other segments – credit risk management’ section.
(3)Certain financial instruments can be used to transfer credit risk from us to another counterparty. The main form of risk transfer we use is credit default swaps, mainly transacted with other banks.
(4)Balances include interest we have charged to the customer’s account and accrued interest that we have not charged to the account yet.
(5)(4)The collateral value we have shown is limited to the balance of each associated individual loan. It does not include the impact of overcollateralisationover-collateralisation (where the collateral has a higher value than the loan balance). and includes collateral we would receive on draw down of certain off-balance sheet commitments.

 

 

Santander UK plc    47


Annual Report 20152016

Risk review

 

 

    

 

 Maximum exposure     Collateral                       Maximum exposure         Collateral               
 Balance sheet asset                                    Balance sheet asset                               
 

Gross

amounts

£bn

  

 

 

Loan loss

  allowance

£bn

  

  

  

  

 

 

Net

  amounts

£bn

  

  

  

   

 

 

Off-balance

sheet

£bn

  

  

  

    

 

 

 

Cash

    

£bn

(1) 

  

  

     

 

 

Non-cash

    

£bn

(1) 

  

  

     

 

 

Netting

    

£bn

(2) 

  

  

     

 

 

Risk

transfer

£bn

  

(3) 

  

     

 

 

Net

exposure

£bn

  

  

  

 

Gross

      amounts

£bn

  

Impairment

  loss allowances

£bn

 

 

 

  

Net

  amounts

£bn

 

 

 

   

Off-balance

sheet

£bn

 

 

 

      

Cash

    

£bn

(1) 

 

 

     

Non-cash

    

£bn

(1) 

 

 

     

Netting

    

£bn

(2) 

 

 

     

Net

exposure

£bn

 

 

 

2014

                         

2015

                      

Cash and balances at central banks

 22.6     22.6                                        22.6   16.8    16.8                             16.8 

Trading assets:

                                               

– Loans and advances to banks

 5.9     5.9                          (0.8            5.1   5.4    5.4                       (0.4     5.0 

– Loans and advances to customers

 3.0     3.0                   (2.2                   0.8   6.0    6.0                 (5.0           1.0 

– Debt securities

 8.0     8.0                                        8.0   5.5    5.5                             5.5 

Total trading assets

 16.9     16.9                   (2.2     (0.8            13.9   16.9    16.9                 (5.0     (0.4     11.5 

Derivative financial instruments

 20.9    20.9           (1.1           (17.3     2.5 

Financial assets designated at fair value:

                                               

– Loans and advances to customers

 2.3     2.3     0.2              (2.4                   0.1   1.9    1.9    0.3             (2.2            

– Debt securities

 0.6     0.6                                        0.6   0.5    0.5                             0.5 

Total financial assets designated at fair value

 2.9     2.9     0.2              (2.4                   0.7   2.4    2.4    0.3             (2.2           0.5 

Available-for-sale debt securities

 8.9     8.9                                        8.9  

Derivative financial instruments

 23.0     23.0            (1.3            (19.2            2.5  

Loans and advances to banks

 2.1     2.1     1.7              (0.3            (0.1     3.4   3.5    3.5    1.3             (0.8     (0.3     3.7 

Loans and advances to customers:(4)

                         

Loans and advances to customers:(3)

                      

– Advances secured on residential property

 150.5 (0.6 149.9     6.7              (156.5)(5)                    0.1   153.3 (0.4 152.9    6.7             (159.2)(4)            0.4 

– Corporate loans

 29.9 (0.6 29.3     14.9       (0.1     (20.1                   24.0   31.9 (0.4 31.5    16.4       (0.1     (23.0           24.8 

– Finance leases

 2.7     2.7            (0.1     (2.2                   0.4   6.3 (0.1 6.2    0.6       (0.1     (5.3           1.4 

– Other secured advances

                                                 

– Other unsecured advances

 6.2 (0.2 6.0     11.2                                   17.2  

– Amounts due from fellow subsidiaries, associates and joint ventures

 0.8     0.8                                        0.8  

– Other unsecured loans

 6.3 (0.3 6.0    12.0                         18.0 

– Amounts due from fellow Banco Santander group subsidiaries and joint ventures

 1.4     1.4                              1.4 

Total loans and advances to customers

 190.1 (1.4 188.7     32.8       (0.2     (178.8                   42.5   199.2 (1.2 198.0    35.7       (0.2     (187.5           46.0 

Loans and receivables securities(4)

 0.1     0.1                                        0.1  

Loans and receivables securities(3)

 0.1    0.1                             0.1 

Available-for-sale debt securities

 8.9    8.9                             8.9 

Total

 266.6 (1.4 265.2     34.7       (1.5     (183.7     (20.0     (0.1     94.6   268.7 (1.2 267.5    37.3       (1.3     (195.5     (18.0     90.0 

 

(1)The forms of collateral we take to reduce credit risk include: residential and commercial property; other physical assets, including motor vehicles; liquid securities, including those transferred under reverse repurchase agreements; cash, including cash used as collateral for derivative transactions; and receivables. Charges on residential property are most of the collateral we take.
(2)We can reduce credit risk exposures by applying netting and set-off.netting. We do this mainly for derivative and repurchase transactions with financial institutions. For derivatives, we use standard master netting agreements. They allow us to set off our credit risk exposure to a counterparty from a derivative against our obligations to the counterparty in the event of default. This gives us a lower net credit exposure. They may also reduce settlement exposure. For more on this, see ‘Credit risk mitigation’ in the ‘Global corporate banking‘Other segments – credit risk management’ section.
(3)Certain financial instruments can be used to transfer credit risk from us to another counterparty. The main form of risk transfer we use is credit default swaps, mainly transacted with other banks.
(4)Balances include interest we have charged to the customer’s account and accrued interest that we have not charged to the account yet.
(5)(4)The collateral value we have shown is limited to the balance of each associated individual loan. It does not include the impact of overcollateralisationover-collateralisation (where the collateral has a higher value than the loan balance). and includes collateral we would receive on draw down of certain off-balance sheet commitments.

Credit quality

Single rating scale(unaudited)

In the table below, we have used a single rating scale to ensure we are consistent across all our credit risk portfolios in how we report the risk of default. It has eight grades for non-defaulted exposures, from 9 (lowest risk) to 2 (highest risk). We define each grade by an upper and lower probability of default (PD) value and we scale the grades so that the default risk increases by a factor of 10 every time the grade number drops by 2 steps. For example, risk grade 9 has an average PD of 0.01%0.010%, and risk grade 7 has an average PD of 0.1%0.100%. We give defaulted exposures a grade 1 and a PD value of 100%. In the final column of the table we show the approximate equivalent credit rating grade used by Standard and& Poor’s Ratings Services (S&P).

 

Santander UK risk grade    PD range            PD range        
    

Mid

%

     

Lower

%

     

Upper

%

     

S&P

equivalent

     

Mid

%

     

Lower

%

     

Upper

%

     

S&P

equivalent

 

9

     0.010       0.000       0.021       AAA to AA-       0.010      0.000      0.021      AAA to AA- 

8

     0.032       0.021       0.066       A+ to A       0.032      0.021      0.066      A+ to A 

7

     0.100       0.066       0.208       A- to BBB+       0.100      0.066      0.208      A- to BBB+ 

6

     0.316       0.208       0.658       BBB to BBB-       0.316      0.208      0.658      BBB to BBB- 

5

     1.000       0.658       2.081       BB+ to BB-       1.000      0.658      2.081      BB+ to BB- 

4

     3.162       2.081       6.581       B+ to B       3.162      2.081      6.581      B+ to B 

3

     10.000       6.581       20.811       B- to CCC       10.000      6.581      20.811      B- to CCC 

2

     31.623       20.811       99.999       CC to C       31.623      20.811      99.999      CC to C 

1 Default

     100.000       100.000       100.000       D  

1 (Default)

     100.000      100.000      100.000      D 

 

 

5648    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Rating distribution

The tables below show the credit rating of our financial assets subject to credit risk. For more on the credit rating profiles of key portfolios, see the ‘Credit Risk – Retail BankingBanking’ (i.e. residential mortgages), Commercial Banking, Global Corporate Banking and Corporate Centre‘Credit Risk – other segments’ sections.

 

    Santander UK rating guide     Santander UK risk grade 
     

 

 

 

9

(AAA to

AA-)

£bn

  

  

  

  

     

 

 

 

8

(A+to A)

    

£bn

  

  

  

  

     

 

 

 

7

(A- to

BBB+)

£bn

  

  

  

  

     

 

 

 

6

(BBB to

BBB-)

£bn

  

  

  

  

     

 

 

 

5

(BB+ to

BB-)

£bn

  

  

  

  

     

 

 

 

4

(B+ to B)

    

£bn

  

  

  

  

     

 

 

 

1 to 3

(B- to D)

    

£bn

  

  

  

  

     

 

 

 

Other

    

    

£bn

(1) 

  

  

  

   

 

 

 

Total

    

    

£bn

  

  

  

  

     

9

(AAA to

AA-)

£bn

 

 

 

 

     

8

(A+to A)

    

£bn

 

 

 

 

     

7

(A- to

BBB+)

£bn

 

 

 

 

     

6

(BBB to

BBB-)

£bn

 

 

 

 

     

5

(BB+ to

BB-)

£bn

 

 

 

 

     

4

(B+ to B)

    

£bn

 

 

 

 

     

1 to 3

(B- to D)

    

£bn

 

 

 

 

     

Other

    

    

£bn

(1) 

 

 

 

   

Total

    

    

£bn

 

 

 

 

2015

                                  

2016

                                  

Cash and balances at central banks

     15.5                                                 1.3     16.8       15.9                                          1.2    17.1 

Trading assets:

                                                                    

– Loans and advances to banks

     0.2       1.4       3.5       0.3                                 5.4             2.6      3.9      0.8      0.2                      7.5 

– Loans and advances to customers

     0.6       3.9       1.3       0.1                            0.1     6.0       0.8      4.3      4.6      0.5      0.1                      10.3 

– Debt securities

     1.0       3.1       0.8       0.6                                 5.5       2.8      1.5      0.3      1.6                            6.2 

Total Trading assets

     1.8       8.4       5.6       1.0                            0.1     16.9  

Total trading assets

     3.6      8.4      8.8      2.9      0.3                      24.0 

Derivative financial instruments

     1.1      10.4      9.9      3.4      0.6                  0.1    25.5 

Financial assets designated at fair value:

                                                                    

– Loans and advances to customers

     0.8       0.4       0.6                                   0.1     1.9       0.6      0.5      0.6                                  1.7 

– Debt securities

     0.3       0.2                                               0.5             0.1            0.3                            0.4 

Total Financial assets designated at fair value

     1.1       0.6       0.6                                   0.1     2.4  

Available-for-sale debt securities

     6.8       1.4       0.7                                        8.9  

Derivative financial instruments

     0.4       9.9       8.5       1.5       0.6                          20.9  

Total financial assets designated at fair value

     0.6      0.6      0.6      0.3                            2.1 

Loans and advances to banks

     1.4       1.9       0.1       0.1                                 3.5       1.7      1.5      0.5      0.2                        0.5    4.4 

Loans and advances to customers:(2)

                                                                    

– Advances secured on residential property

     2.7       21.4       68.8       41.0       7.2       6.4       5.8            153.3       2.1      23.8      74.0      37.8      6.8      5.3      4.9          154.7 

– Corporate loans

     3.3       2.7       2.5       9.6       7.7       3.9       0.8       1.4     31.9       3.3      3.2      1.6      10.5      7.4      3.7      0.9      1.4    32.0 

– Finance leases

                   0.4       1.2       2.0       1.7       0.9       0.1     6.3                   0.4      1.3      2.0      1.9      1.0      0.1    6.7 

– Other secured advances

                                                             

– Other unsecured advances

                   0.2       1.2       2.7       0.9       0.4       0.9     6.3  

– Amounts due from fellow subsidiaries, associates & joint ventures

     1.4                                                      1.4  

Total Loans and advances to customers

     7.4       24.1       71.9       53.0       19.6       12.9       7.9       2.4     199.2  

– Other unsecured loans

                 0.2      1.5      2.4      0.9      0.4      0.8    6.2 

– Amounts due from fellow Banco Santander group subsidiaries and joint ventures

     1.1                                              1.1 

Total loans and advances to customers

     6.5      27.0      76.2      51.1      18.6      11.8      7.2      2.3    200.7 

Loans and receivables securities(2)

                                        0.1                   0.1       0.1            0.2                                  0.3 

Available-for-sale debt securities

     7.8      1.8      0.7                              0.1    10.4 

Held-to-maturity investments

     6.6                                              6.6 
     34.4       46.3       87.4       55.6       20.2       13.0       7.9       3.9     268.7       43.9      49.7      96.9      57.9      19.5      11.8      7.2      4.2    291.1 

Loan loss allowance

                                           (1.2

Impairment loss allowances

                                           (1.0

Total

                                           267.5                                             290.1 

Of which:

                                                                                      

Neither past due nor impaired:

                                                                    

– Cash and balances at central banks

     15.5                                                 1.3     16.8       15.9                                          1.2    17.1 

– Trading assets

     1.8       8.4       5.6       1.0                            0.1     16.9       3.6      8.4      8.8      2.9      0.3                      24.0 

– Derivative financial instruments

     1.1      10.4      9.9      3.4      0.6                  0.1    25.5 

– Financial assets designated at fair value

     1.1       0.6       0.6                                   0.1     2.4       0.6      0.6      0.6      0.3                            2.1 

– Available-for-sale debt securities

     6.8       1.4       0.7                                        8.9  

– Derivative financial instruments

     0.4       9.9       8.5       1.5       0.6                          20.9  

– Loans and advances to banks

     1.4       1.9       0.1       0.1                                 3.5       1.7      1.5      0.5      0.2                        0.5    4.4 

– Loans and advances to customers

     7.4       24.1       71.9       53.0       19.5       12.8       3.4       2.4     194.5       6.5      27.0      76.2      51.1      18.5      11.7      3.3      2.3    196.6 

– Loans and receivables securities

                                        0.1                   0.1       0.1            0.2                                  0.3 

– Available-for-sale debt securities

     7.8      1.8      0.7                              0.1    10.4 

– Held-to-maturity investments

     6.6                                              6.6 

Total neither past due nor impaired

     34.4       46.3       87.4       55.6       20.1       12.9       3.4       3.9     264.0       43.9      49.7      96.9      57.9      19.4      11.7      3.3      4.2    287.0 

Past due but not impaired(3)

                                 0.1              3.1            3.2                               0.1      0.1      2.5          2.7 

Impaired(4)

                                        0.1       1.4            1.5                                           1.4          1.4 
     34.4       46.3       87.4       55.6       20.2       13.0       7.9       3.9     268.7       43.9      49.7      96.9      57.9      19.5      11.8      7.2      4.2    291.1 

Loan loss allowance

                                           (1.2

Impairment loss allowances

                                           (1.0

Total

                                           267.5                                             290.1 

 

(1)Other items include cash inat hand and smaller cases mainly in the consumer finance and commercial mortgages portfolios. We use scorecards for these items, rather than rating models.
(2)Balances include interest we have charged to the customer’s account and accrued interest we have not charged to the account yet.
(3)Balances include mortgage loans in arrears which have been assessed for incurred but not observed (IBNO) losses as described in Note 1 to the Consolidated Financial Statements.
(4)Impaired loans are loans we have assessed for observed impairment loss allowances. This included loans individually assessed for impairment of £578m.

 

 

Santander UK plc    49


Annual Report 20152016

Risk review

 

 

    

 

 

    Santander UK rating guide     Santander UK risk grade 
     

 

 

 

9

(AAA to

AA-)

£bn

  

  

  

  

     

 

 

 

8

(A+to A)

    

£bn

  

  

  

  

     

 

 

 

7

(A- to

BBB+)

£bn

  

  

  

  

     

 

 

 

6

(BBB to

BBB-)

£bn

  

  

  

  

     

 

 

 

5

(BB+ to

BB-)

£bn

  

  

  

  

     

 

 

 

4

(B+ to B)

    

£bn

  

  

  

  

     

 

 

 

1 to 3

(B- to D)

    

£bn

  

  

  

  

     

 

 

 

Other

    

    

£bn

(1) 

  

  

  

   

 

 

 

Total

    

    

£bn

  

  

  

  

     

9

(AAA to

AA-)

£bn

 

 

 

 

     

8

(A+to A)

    

£bn

 

 

 

 

     

7

(A- to

BBB+)

£bn

 

 

 

 

     

6

(BBB to

BBB-)

£bn

 

 

 

 

     

5

(BB+ to

BB-)

£bn

 

 

 

 

     

4

(B+ to B)

    

£bn

 

 

 

 

     

1 to 3

(B- to D)

    

£bn

 

 

 

 

     

Other

    

    

£bn

(1) 

 

 

 

   

Total

    

    

£bn

 

 

 

 

2014

                                  

2015

                                  

Cash and balances at central banks

     21.1                                                 1.5     22.6       15.5                                          1.3    16.8 

Trading assets:

                                                                    

– Loans and advances to banks

     0.1       1.2       4.6                                        5.9       0.2      1.4      3.5      0.3                            5.4 

– Loans and advances to customers

            2.1       0.7       0.2                                 3.0       0.6      3.9      1.3      0.1                        0.1    6.0 

– Debt securities

     2.3       4.0       1.1       0.6                                 8.0       1.0      3.1      0.8      0.6                            5.5 

Total Trading assets

     2.4       7.3       6.4       0.8                                 16.9  

Total trading assets

     1.8      8.4      5.6      1.0                        0.1    16.9 

Derivative financial instruments

     0.4      9.9      8.5      1.5      0.6                      20.9 

Financial assets designated at fair value:

                                                                    

– Loans and advances to customers

     0.4       0.8       1.0       0.1                                 2.3       0.8      0.4      0.6                              0.1    1.9 

– Debt securities

            0.2       0.1       0.1              0.2                   0.6       0.3      0.2                                        0.5 

Total Financial assets designated at fair value

     0.4       1.0       1.1       0.2              0.2                   2.9  

Available-for-sale debt securities

     8.9                                                      8.9  

Derivative financial instruments

     0.4       10.8       9.7       1.4       0.4                     0.3     23.0  

Total financial assets designated at fair value

     1.1      0.6      0.6                              0.1    2.4 

Loans and advances to banks

     0.3       1.4       0.3       0.1                                 2.1       1.4      1.9      0.1      0.1                            3.5 

Loans and advances to customers:(2)

                                                                    

– Advances secured on residential property

     2.3       16.1       65.2       44.2       8.1       7.7       6.9            150.5       2.7      21.4      68.8      41.0      7.2      6.4      5.8          153.3 

– Corporate loans

     2.3       4.0       2.6       8.0       7.1       3.6       0.8       1.5     29.9       3.3      2.7      2.5      9.6      7.7      3.9      0.8      1.4    31.9 

– Finance leases

                   0.2       0.5       0.8       0.7       0.4       0.1     2.7                   0.4      1.2      2.0      1.7      0.9      0.1    6.3 

– Other secured advances

                                                             

– Other unsecured advances

                   0.2       1.0       2.5       1.0       0.5       1.0     6.2  

– Amounts due from fellow subsidiaries, associates & joint ventures

     0.7                            0.1                          0.8  

Total Loans and advances to customers

     5.3       20.1       68.2       53.7       18.6       13.0       8.6       2.6     190.1  

– Other unsecured loans

                 0.2      1.2      2.7      0.9      0.4      0.9    6.3 

– Amounts due from fellow Banco Santander group subsidiaries and joint ventures

     1.4                                              1.4 

Total loans and advances to customers

     7.4      24.1      71.9      53.0      19.6      12.9      7.9      2.4    199.2 

Loans and receivables securities(2)

                   0.1                                        0.1                                     0.1                0.1 

Available-for-sale debt securities

     6.8      1.4      0.7                                  8.9 

Held-to-maturity investments

                                                    
     38.8       40.6       85.8       56.2       19.0       13.2       8.6       4.4     266.6       34.4      46.3      87.4      55.6      20.2      13.0      7.9      3.9    268.7 

Loan loss allowance

                                           (1.4

Impairment loss allowances

                                           (1.2

Total

                                           265.2                                             267.5 

Of which:

                                                                                      

Neither past due nor impaired:

                                                                    

– Cash and balances at central banks

     21.1                                                 1.5     22.6       15.5                                          1.3    16.8 

– Trading assets

     2.4       7.3       6.4       0.8                                 16.9       1.8      8.4      5.6      1.0                        0.1    16.9 

– Derivative financial instruments

     0.4      9.9      8.5      1.5      0.6                      20.9 

– Financial assets designated at fair value

     0.4       1.0       1.1       0.2              0.2                   2.9       1.1      0.6      0.6                              0.1    2.4 

– Available-for-sale debt securities

     8.9                                                      8.9  

– Derivative financial instruments

     0.4       10.8       9.7       1.4       0.4                     0.3     23.0  

– Loans and advances to banks

     0.3       1.4       0.3       0.1                                 2.1       1.4      1.9      0.1      0.1                            3.5 

– Loans and advances to customers

     5.3       20.1       68.2       53.6       18.4       12.8       3.5       2.5     184.4       7.4      24.1      71.9      53.0      19.5      12.8      3.4      2.4    194.5 

– Loans and receivables securities

                   0.1                                        0.1                                     0.1                0.1 

– Available-for-sale securities

     6.8      1.4      0.7                                  8.9 

– Held-to-maturity investments

                                                    

Total neither past due nor impaired

     38.8       40.6       85.8       56.1       18.8       13.0       3.5       4.3     260.9       34.4      46.3      87.4      55.6      20.1      12.9      3.4      3.9    264.0 

Past due but not impaired(3)

                                 0.1              3.8            3.9                               0.1            3.1          3.2 

Impaired(4)

                          0.1       0.1       0.2       1.3       0.1     1.8  

Impaired

                                   0.1      1.4          1.5 
     38.8       40.6       85.8       56.2       19.0       13.2       8.6       4.4     266.6       34.4      46.3      87.4      55.6      20.2      13.0      7.9      3.9    268.7 

Loan loss allowance

                                           (1.4

Impairment loss allowances

                                           (1.2

Total

                                           265.2                                             267.5 

 

(1)Other items include cash inat hand and smaller cases mainly in the consumer finance and commercial mortgages portfolios. We use scorecards for these items, rather than rating models.
(2)Balances include interest we’vewe have charged to the customer’s account and accrued interest we haven’thave not charged to the account yet.
(3)Balances include mortgage loans in arrears which have been assessed for incurred but not observed (IBNO) losses as described in Note 1 to the Consolidated Financial Statements.
(4)Impaired loans are loans we have assessed for observed impairment loss allowances.

 

 

5850    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension riskOperational risk   

Conduct risk

 

  

Other key risks

 

    

 

Age of loans and advances that are past due but not impaired

At 31 December 2015,2016, loans and advances of £3.2bn (2014: £3.9bn)£2.7bn (2015: £3.2bn) were past due but not impaired. Of these balances, £0.1bn (2014:(2015: £0.1bn) were less than one1 month overdue, £1.0bn (2014: £1.2bn)£0.8bn (2015: £1.0bn) were 1-21 to 2 months overdue, £0.6bn (2014:£0.5bn (2015: £0.6bn) were 2 to 3 months overdue, £0.7bn (2015: £0.8bn) were 2-3 months overdue, £0.8bn (2014: £1.0bn) were 3-63 to 6 months overdue, and £0.7bn (2014: £0.8bn)£0.6bn (2015: £0.7bn) were moregreater than six6 months overdue.

Concentrations of credit risk exposures

Managing concentrations of risk is a key part of risk management. We track how concentrated our credit risk portfolios are using various criteria, including geographical areas and countries, economic sectors, products and groups of customers. Although our operations are based mainly in the UK, we have built up exposures to entities around the world. As a result, we are exposed to concentrations of risk related to geographical area and industries. We analyse these below:

Geographical concentrations

As part of our approach to credit risk management and Risk Appetite, we set exposure limits to countries and geographical areas. We set our limits with reference to the country limits set by Banco Santander SA. These are determined according to how the country is classified (whether it is a developed OECD country or not), its credit rating, its gross domestic product, and the types of products and services the Banco Santander group wants to offer in that country. The tables below set out our loans and advances to banks and customers by geographical area.

 

   

            UK

    

£bn

 

 

 

   

          Peripheral

eurozone

£bn

 

(1) 

 

  

              Rest of

Europe

£bn

 

 

 

   

                  US

    

£bn

 

 

 

   

              Rest of

world

£bn

 

 

 

   

              Total

    

£bn

 

 

 

2016

           

Loans and advances to banks

   2.7    0.1   0.1    0.3    1.2    4.4 

Loans and advances to customers:(2)

           

– Advances secured on residential property

   154.7                   154.7 

– Corporate loans

   30.8    0.2   0.3    0.5    0.2    32.0 

– Finance leases

   6.6               0.1    6.7 

– Other unsecured loans

   6.2                   6.2 

– Amounts due from fellow Banco Santander subsidiaries and joint ventures

                  1.1    1.1 

Loans and advances to customers (gross)

   198.3    0.2   0.3    0.5    1.4    200.7 

Less: impairment loss allowances

               (1.0

Loans and advances to customers, net of impairment loss allowances

Loans and advances to customers, net of impairment loss allowances

 

          199.7 
               204.1 
    

UK

    

£bn

     

Peripheral

eurozone(1)

£bn

     

Rest of

eurozone

£bn

     

Rest of

Europe

£bn

     

US

    

£bn

     

Rest of

world

£bn

     

Total

    

£bn

 

2015

                                       

Loans and advances to banks

     2.0                            0.5       1.0       3.5     2.0           0.5    1.0    3.5 

Loans and advances to customers:(2)

                                       

– Advances secured on residential property

     153.3                                          153.3     153.3                   153.3 

– Corporate loans

     30.5       0.2       0.1       0.3       0.4       0.4       31.9     30.5    0.2  0.4    0.4    0.4    31.9 

– Finance leases

     6.2                                   0.1       6.3     6.2               0.1    6.3 

– Other secured advances

                                                 

– Other unsecured advances

     6.3                                          6.3  

– Amounts due from fellow subsidiaries, associates and joint ventures

                                        1.4       1.4  

– Other unsecured loans

   6.3                   6.3 

– Amounts due from fellow Banco Santander subsidiaries and joint ventures

                  1.4    1.4 

Loans and advances to customers (gross)

     196.3       0.2       0.1       0.3       0.4       1.9       199.2     196.3    0.2  0.4    0.4    1.9    199.2 

Less: impairment loss allowance

                             (1.2

Loans and advances to customers, net of impairment loss allowance

  

                         198.0  

Less: impairment loss allowances

               (1.2

Loans and advances to customers, net of impairment loss allowances

Loans and advances to customers, net of impairment loss allowances

 

          198.0 
                                   201.5                 201.5 

2014

                            

Loans and advances to banks

     1.3                            0.7       0.1       2.1  

Loans and advances to customers:(2)

                            

– Advances secured on residential property

     150.5                                          150.5  

– Corporate loans

     28.5       0.1       0.2       0.5              0.6       29.9  

– Finance leases

     2.6                                   0.1       2.7  

– Other secured advances

                                                 

– Other unsecured advances

     6.2                                          6.2  

– Amounts due from fellow subsidiaries, associates and joint ventures

                                        0.8       0.8  

Loans and advances to customers (gross)

     187.8       0.1       0.2       0.5              1.5       190.1  

Less: impairment loss allowance

                             (1.4

Loans and advances to customers, net of impairment loss allowance

  

                         188.7  
                                   190.8  

 

(1)The peripheral eurozone is Portugal, Ireland, Italy, Spain and Spain.Greece.
(2)Balances include interest we have charged to the customer’s account and accrued interest we have not charged to the account yet. They also exclude loans classified as ‘Financial assets designated at fair value’.

For more geographical information, see ‘Country‘Other key risks and areas of focus – country risk exposure’exposures’.

 

 

Santander UK plc    51


Annual Report 20152016

Risk review

 

 

    

 

Industry concentrations

As part of our approach to credit risk management and Risk Appetite, we set concentration limits by industry sector. These limits are set based on the industry outlook, our strategic aims and desired level of concentration, but also take into account any relevant limit set by Banco Santander SA.

 

   

    Residential

    

    

    

£bn

 

 

 

 

 

   

Cards and

personal

  unsecured

lending

£bn

 

 

 

 

 

   

Social

    Housing

    

    

£bn

 

 

 

 

 

   

        Banks

    

    

    

£bn

 

 

 

 

 

   

SME and

corporate

(including

real estate)

£bn

 

 

 

 

 

   

          Other

    

    

    

£bn

 

 

 

 

 

   

          Total

    

    

    

£bn

 

 

 

 

 

2016

              

Loans and advances to banks

               4.4            4.4 

Loans and advances to customers:(1)

              

– Advances secured on residential property

   154.7                        154.7 

– Corporate loans

           6.1        24.0    1.9    32.0 

– Finance leases

                   0.7    6.0    6.7 

– Other unsecured loans

       6.1                0.1    6.2 

– Amounts due from fellow Banco Santander subsidiaries and joint ventures

                       1.1    1.1 

Loans and advances to customers (gross)

   154.7    6.1    6.1        24.7    9.1    200.7 

Less: impairment loss allowances

                     (1.0

Loans and advances to customers, net of impairment loss allowances

Loans and advances to customers, net of impairment loss allowances

 

               199.7 
                     204.1 
    

Social

Housing
    

    

£bn

     

Banks
    

    

    

£bn

     

Corporate

and SME

(including

real estate)
£bn

     

Residential
    

    

    

£bn

     

Cards and

personal

unsecured

lending

£bn

     

Other
    

    

    

£bn

     

Total

    

    

    

£bn

 

2015

                                          

Loans and advances to banks

            3.5                                   3.5                 3.5            3.5 

Loans and advances to customers:(1)

                                          

– Advances secured on residential property

                          153.3                     153.3     153.3                        153.3 

– Corporate loans

     6.1              25.5                     0.3       31.9             6.1        25.5    0.3    31.9 

– Finance leases

                                        6.3       6.3                         6.3    6.3 

– Other secured advances

                                                 

– Other unsecured advances

                                 6.3              6.3  

– Amounts due from fellow subs, associates and JVs

                                        1.4       1.4  

– Other unsecured loans

       6.3                    6.3 

– Amounts due from fellow Banco Santander subsidiaries and joint ventures

                       1.4    1.4 

Loans and advances to customers (gross)

     6.1              25.5       153.3       6.3       8.0       199.2     153.3    6.3    6.1        25.5    8.0    199.2 

Less: impairment loss allowance

                             (1.2

Loans and advances to customers, net of impairment loss allowance

  

                         198.0  

Less: impairment loss allowances

                     (1.2

Loans and advances to customers, net of impairment loss allowances

Loans and advances to customers, net of impairment loss allowances

 

               198.0 
                                   201.5                       201.5 

2014

                            

Loans and advances to banks

            2.1                                   2.1  

Loans and advances to customers:(1)

                            

– Advances secured on residential property

                          150.5                     150.5  

– Corporate loans

     5.8              23.2                     0.9       29.9  

– Finance leases

                                        2.7       2.7  

– Other secured advances

                                                 

– Other unsecured advances

                                 6.2              6.2  

– Amounts due from fellow subs, associates and JVs

                                        0.8       0.8  

Loans and advances to customers (gross)

     5.8              23.2       150.5       6.2       4.4       190.1  

Less: impairment loss allowance

                             (1.4

Loans and advances to customers, net of impairment loss allowance

  

                         188.7  
                                   190.8  

 

(1)Balances include interest we have charged to the customer’s account and accrued interest we have not charged to the account yet. They also exclude loans classified as ‘Financial assets designated at fair value’.

For more industry information, see ‘Country‘Other key risks and areas of focus – country risk exposure’exposures’. We also provide further portfolio analyses on committed exposures, which are typically higher than the balance sheet value, in the following ‘Credit risk review’ sections.

Forbearance summary

The following table showscustomer loans and advances to customers in the previous tables below and in the remainder of the ‘Credit risk’ section are presented differently from the balances in the Consolidated Balance Sheet. The main difference is that the customer loans below exclude inter-company balances. We disclose inter-company balances separately in the Notes to the Consolidated Financial Statements. In addition, customer loans are presented on an amortised cost basis and exclude interest we have accrued but not charged to customers’ accounts yet.

The table below shows customer loans that are subject to forbearance. For more on forbearance on mortgages in Retail Banking, as well as forbearance in Commercial Banking, Global Corporate Banking, and Corporate Centre, see the sections that follow.

 

    2015           2014   2016        2015 
    

Forbearance

of NPL

£m

     

Forbearance

of non-NPL

£m

     

            Total

    

£m

           

Forbearance

of NPL

£m

     

Forbearance

of non-NPL

£m

     

            Total

    

£m

   

Customer loans

£bn

   

        Forbearance

£m

        

Customer loans

£bn

 

        Forbearance

£m

 

Retail Banking:

                               168.6    1,935      167.0(1)   3,868(1) 

– Mortgages(1)

     546       3,122       3,668           594       3,273       3,867  

– Unsecured loans

            1       1           1       3       4  

– Credit cards

     27              27           27              27  

– Bank accounts

     12              12           13              13  

– Residential mortgages

   154.3    1,766      152.8  3,668 

– Business banking

   2.3    94      2.3  160 

– Consumer finance

   6.8          6.3    

– Other unsecured lending

   5.2    75      5.6  40 

Commercial Banking

     405       300       705           389       408       797     19.4    534      18.7(1)   545(1) 

Global Corporate Banking

     10              10           53              53     5.7    21      5.5  10 

Corporate Centre

     36       84       120            86       245       331     6.5    37       7.4  120 
     1,036       3,507       4,543            1,163       3,929       5,092     200.2    2,527       198.6  4,543 

 

(1)The table above shows forbearance based on the customer’s payment status at the year-end, split between NPL and non-NPL. This basis differs to that presented in the ‘Credit risk – Retail Banking’ section, which shows the customer’s payment status at the year-end, split between in arrears and performing.Restated. For discussion see Note 46

2016 compared to 2015 – Forbearance exit criteria(unaudited)

UnderAs described in ‘Forbearance’ in ‘Credit risk management’ earlier in this section, we changed our exit criteria on forbearance policy, accounts remain in forbearance until settlement or write off. Atthe first half of 2016. Applying these exit criteria to our customer loans at 31 December 2015, £2,529m i.e. 56% (2014: £2,671m i.e. 52%) of the loans reported forbearance balance had been performing for 24 consecutive months sinceas forborne in the last forbearance event and was less than 30 days past due after this performing period.table above would reduce from £4,543m to £2,719m.

 

 

6052    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Credit performance

The customer loans in the tables below and in the remainder of the ‘Credit risk’ section are presented differently from the ‘Loans and advances to customers’ balance in the Consolidated Balance Sheet. The main differences are that the customer loans below are presented on an amortised cost basis and include loans classified as ‘Trading assets’, ‘Financial assets designated at fair value’ and ‘Loans and advances to customers’ in the Consolidated Balance Sheet. In addition, the balances below exclude interest we have accrued but not charged to customers’ accounts yet.

      
 

 

Customer loans
    

£bn

  
  

  

     

 

 

NPLs

    

£m

(1) 

  

  

   

 

 

NPL ratio

    

%

(2) 

  

  

   

 

 

NPL coverage

    

%

(3) 

  

  

   
 

 

Gross write-offs
    

£m

  
  

  

     

 

 

Loan loss

allowance

£m

  

  

  

2015

                  

Retail Banking:

     164.8       2,373     1.44     32     212       762  

– Residential mortgages

     152.8       2,252     1.47     19     40       424  

– Banking and consumer credit

     12.0       121     1.01     279     172       338  

Commercial Banking(4)

     20.9       586     2.80     44     83       260  

Global Corporate Banking(4)

     5.5       10     0.18     330     28       33  

Corporate Centre

     7.4       87     1.18     117     45       102  
      198.6       3,056     1.54     38     368       1,157  

2014

                  

Retail Banking:

     158.5       2,573     1.62     34     273       881  

– Residential mortgages

     150.1       2,459     1.64     24     68       579  

– Banking and consumer credit

     8.4       114     1.35     265     205       302  

Commercial Banking(4)

     18.7       664     3.56     46     75       305  

Global Corporate Banking(4)

     5.2       53     1.01     138     11       73  

Corporate Centre

     8.3       134     1.62     134     64       180  
      190.7       3,424     1.80     42     423       1,439  

 

(1)  Loans and advances are classified as NPL in line with the definitions in the ‘Credit risk management’ section.

(2)  NPLs as a percentage of customer loans.

(3)  Total impairment loan loss allowances as a percentage of NPLs. Total loan loss allowances relate to early arrears and performing assets (i.e. the IBNO provision) as well as NPLs. So the ratio can be bigger than 100%.

(4)  Total lending to corporates is the total lending of Commercial Banking and Global Corporate Banking.

 

Non-performing loans and advances(1)(2)

 

An analysis of our NPLs is shown below.

 

     

     

     

     

  

  

             2015
£m
   2014 £m   2013 £m   2012 £m     2011 £m 

Loans and advances to customers of which:(2)

         198,634     190,651     187,048     194,733       206,311  

NPLs

            3,056     3,424     3,823     4,210       3,979  

Total impairment loan loss allowances

            1,157     1,439     1,555     1,803       1,563  
             %     %     %     %       %  

NPL ratio(3)

         1.54     1.80     2.04     2.16       1.93  

Coverage ratio(4)

            38     42     41     43       39  
    

Customer loans

    

£bn

 

 

 

   

            NPLs

    

£m

(1)(2) 

 

 

  

          NPL ratio

    

%

(3) 

 

 

  

  NPL coverage

    

%

(4) 

 

 

  

Gross write-offs

    

£m

 

 

 

   

Impairment

    loss allowances

£m

 

 

 

2016

         

Retail Banking:

   168.6    2,340   1.39   28   210    651 

– Residential mortgages

   154.3    2,110   1.37   13   33    279 

– Business banking

   2.3    108   4.70   53   24    57 

– Consumer finance

   6.8    32   0.47   456   30    146 

– Other unsecured lending

   5.2    90   1.73   188   123    169 

Commercial Banking

   19.4    518   2.67   42   10    220 

Global Corporate Banking

   5.7    63   1.11   90       57 

Corporate Centre

   6.5    73   1.12   84   51    61 
    200.2    2,994   1.50   33   271    989 

2015

         

Retail Banking:(5)

   167.0    2,520   1.51   33   248    823 

– Residential mortgages

   152.8    2,252   1.47   19   40    424 

– Business banking

   2.3    155   6.74   48   43    75 

– Consumer finance

   6.3    28   0.44   486   22    136 

– Other unsecured lending

   5.6    85   1.52   221   143    188 

Commercial Banking(5)

   18.7    439   2.35   45   47    199 

Global Corporate Banking

   5.5    10   0.18   330   28    33 

Corporate Centre

   7.4    87   1.18   117   45    102 
    198.6    3,056   1.54   38   368    1,157 

 

(1)Loans and advances are classified as NPL in line with the definitionsWe define NPLs in the ‘Credit risk management’ section.
(2)Include social housing loans and finance leases, and exclude trading assets.All NPLs continue accruing interest.
(3)NPLs as a percentage of loans and advances to customers.customer loans.
(4)Impairment loan loss allowances as a percentage of NPLs. Impairment loss allowances relate to early arrears and performing assets (i.e. the IBNO provision) as well as NPLs, so the ratio can exceed 100%.
(5)Restated. For discussion see Note 46

20152016 compared to 20142015(unaudited)

In 2015, theThe total NPL ratio continuedimproved to improve to1.50% (2015: 1.54% (2014: 1.80%), with all loan books performing well.

Lower NPL and coverage ratios in Retail Banking were driven by the quality of our mortgage portfolio, the positive impact on our collateral from the continued rise in house prices, as well as an update to our mortgage model.

The NPL ratio for Commercial Banking increased to 2.67% (2015: 2.35%), partly due to a loan of £50m that moved to non-performance, but which fully repaid in a supportive economic environment.

early 2017. In RetailGlobal Corporate Banking, the NPL ratio decreasedincreased to 1.44% (2014: 1.62%), as a result of lower mortgage non-performing loans and overall growth in retail assets. The residential mortgages NPL ratio decreased to 1.47% (2014: 1.64%1.11% (2015: 0.18%), with impairment releases and the decrease in NPL and coverage ratios reflecting the continued good performance of the portfolio supported by low interest rates, rising house prices and the supportive economic environment. The banking and consumer credit NPL ratio decreased to 1.01% (2014: 1.35%) due to asset growth, mainly through the PSA cooperation.

The Commercial Banking NPL ratio decreased to 2.80% (2014: 3.56%), with credit quality remaining strong. We continue to adhere to our prudent lending criteria as we grow lending. The Global Corporate Banking NPL ratio decreased to 0.18% (2014: 1.01%), due to the exit of a single loan of £49m and asset growth. The Corporate Centre NPL ratio decreased£43m that also moved to 1.18% (2014: 1.62%), due to further loan disposals.

The coverage ratio reduced slightly to 38% at 31 December 2015 (2014: 42%). This was mainly due to a release in mortgage provisions, as a result of the growth in house prices and the continued strong credit quality of the portfolio.non-performance.

For more on the credit performance of our key portfolios by business segment, see the ‘Credit‘Retail Banking – credit risk review’ and ‘Other segments Retail Banking’, ‘Creditcredit risk – Commercial Banking’, ‘Credit risk – Global review’ sections.

Corporate Banking’, and ‘Credit risk – Corporate Centre’ sections.lending

    

Customer loans

    

£bn

 

 

 

   

            NPLs

    

£m

(1)(2) 

 

 

  

          NPL ratio

    

%

(3) 

 

 

  

  NPL coverage

    

%

(4) 

 

 

  

Gross write-offs

    

£m

 

 

 

   

Impairment

    loss allowances

£m

 

 

 

2016

         

Business banking

   2.3    108   4.70   53   24    57 

Commercial Banking

   19.4    518   2.67   42   10    220 

Global Corporate Banking

   5.7    63   1.11   90       57 

Total corporate lending

   27.4    689   2.51   48   34    334 

2015

         

Business banking

   2.3    155   6.74   48   43    75 

Commercial Banking

   18.7    439   2.35   45   47    199 

Global Corporate Banking

   5.5    10   0.18   330   28    33 

Total corporate lending

   26.5    604   2.28   51   118    307 

(1)We define NPLs in the ‘Credit risk management’ section.
(2)All NPLs continue accruing interest.
(3)NPLs as a percentage of customer loans.
(4)Impairment loss allowances as a percentage of NPLs. Impairment loss allowances relate to early arrears and performing assets (i.e. the IBNO provision) as well as NPLs, so the ratio can exceed 100%.

 

 

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Risk review

 

 

    

 

Credit risk – Retail Banking

 

    Credit risk – Retail Banking

 Overview  
 

We offer a full range of retail products and services through our branches, the internet, digital devices and over the phone, as well as through intermediaries.

 

Credit risk management

In this section, we explain how we manage and mitigate credit risk, including how we mitigate it.risk.

 

Credit risk review

In this section, we analyse our credit risk exposures and how they are performing. We also focus on forbearance and higher risk loans.portfolios of particular interest. Our main portfolios are:

 

Residential mortgages– This is our largest portfolio. We lend to customers of good credit quality (also known as prime(prime lending). Most of our mortgages are for owner-occupied homes. We also have some buy-to-let mortgages where we focus on non-professional landlords with small portfolios.

 

Vehicle consumerBusiness banking – This comprises small business customers with annual turnover up to £6.5m per annum.

Consumer finance– This includes financing for cars, vans, motorbikes and caravans – so long as they are privately bought.

 

Other unsecured lending– This includes overdrafts, personal loans, credit cards and business banking.bank account overdrafts.

 

 
       

RETAIL BANKING – CREDIT RISK MANAGEMENT

Our

LOGO

LOGO   

For more on our approach to credit

risk at a Santander UK group level,

see pages 45 to 46

In Retail Banking, our customers are mainly individuals and small businesses. We have a high volume of transactions, each of which is for a relatively small amount of money. In addition, many of ourcustomers and transactions and customersthey share similar credit characteristics, like their credit score or LTV. As a result, we manage our overall credit risk by looking at portfolios or groups of customers who share similar credit characteristics. Where we take this approach, we call them ‘standardised’ customers.

Exactly how we group customers into segments depends on the portfolio and the stage of the credit risk lifecycle. For example, we may segment customers at origination by their credit score. For accounts in arrears, we may segment them by how fast they improve or worsen. We regularly review each segment compared with our expectations for its performance, budget or limit.

1. Risk strategy and planning

For more on how we set our risk strategy and plans for Retail Banking, see the ‘Santander UK group-levelgroup level – credit risk management’ section.

2. Assessment and origination

ManagingWe undertake a thorough risk assessment to make sure customers can meet their obligations before we approve a credit risk begins with lending responsibly. That means only lending to customers who:

Can afford to pay us back, even if interest rates rise or their financial position worsens
Are committed to paying us back.

application. We do this mainly by looking at affordability and the customer’s credit profile:

Affordability

We strivetake proportionate steps to confirmestablish that the customer will be able to make all the repayments on the loan over its full term. As part of this, we assess the risk that they will not pay us back. We do this by a series of initial affordability and credit risk assessments. If the loan is secured, we assess affordability by reviewing the customer’s income and spending, their other credit commitments, and what would happen if interest rates went up. As mostFor unsecured products that have fixed interest rates, affordability reviews for these products do not consider the impact of increases in interest rates.

We regularly review the way we calculate affordability and refine it when we need to. This can be due to changes in regulations, the economy or our risk profile.

Credit profile

Welook at each customer’s credit profile and signs of how reliable they are at repaying credit. We use the data they gave us when they applied, and:

We look at each customer’s credit profile and signs of how reliable they are at repaying credit. When they apply, we use the data they give us, and:

Credit policypolicy:: these are our rules and guidelines. We review them regularly to make sure our decisions are consistent and fair, and align to the risk profile we want. For secured lending, we look at the property and the LTV as well as the borrower
Credit scoresscores:: these are based on statistics about the factors that make people fail to pay off debt. We use these to build models of what is likely to happen in the future. These models give a credit score to the customer or the loan they want, to show how likely it is to be repaid. We regularly review these models
Credit reference agenciesagencies:: data from credit reference agencies about how the borrower has handled credit in the past
Other Santander accountsaccounts:: we look at how the customer is using their other accounts with us.

 

 

6254    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

How we make the decision

Many of our decisions are automated as our risk systems contain data about affordability and credit history. We tailor the process and emphasishow we assess the application based on the factors above for individual products, based on their relevance.type of product being taken. More complex transactions often need greater manual assessment. This means we have to rely more on our credit underwriters’ skill and experience in making the decision. This is particularly true for secured lending, where we might need to do more checks on the customer’s income, or get a property valuation from an approved surveyor, for example.

Credit risk mitigation

The types of credit risk mitigation, including collateral, across each of our portfolios is:

 

Portfolio

 

Description

  
Residential mortgages 

Collateral is in the form of a first legal charge over the property. Before we grant a mortgage, we get an approved surveyor to value the property. We have our own guidelines for valuations, which build on guidance from the Royal Institution of Chartered Surveyors (RICS). For re-mortgagesremortgages and some loans where the LTV is 75% or less, we might use an automated valuation instead.

 

  
Unsecured lendingBusiness banking 

Most of our other portfolios are unsecured. This means there is noIncludes secured and unsecured lending. We can take mortgage debentures as collateral or security tied to the loan that can be used to mitigate any potential loss if the customer doesbusiness is incorporated. These are charges over a company’s assets. We can also take guarantees, but we do not pay us back.treat them as collateral, and we do not put a cash value on them unless they are secured against a tangible asset. We base our lending decision on the customer’s trading cash flow. If they default, we will work with defaulted customers to consider debt restructuring options. We generally do not enforce our security over their assets except as a last resort. In which case, we might appoint an administrator or receiver.

 

  
Vehicle consumerConsumer finance 

Collateral is in the form of legal ownership of the vehicle for most vehicle consumer finance loans, with the customer being the registered keeper. Only a very small proportion of the vehicle consumer finance business is underwritten as a personal loan. In these cases there is no collateral or security tied to the loan. We use a leading vehicle valuation company to assess the LTV at the proposal stage.

 

Unsecured lending

Unsecured lending means there is no collateral or security tied to the loan that can be used to mitigate any potential loss if the customer does not pay us back.

3. Monitoring

Our risk assessment does not end once we have made the decision to lend. We monitor credit risk across the credit risk lifecycle, mostly using IT systems. There are three main parts:

Behaviour scoringscoring:: we use statistical models that help to predict whether the customer will have problems repaying, based on data about how they use their accounts. Our models also use data from credit reference agencies
Credit reference agenciesagencies:: we often use data from agencies on how the borrower is handling credit from other lenders in our behaviour scoring models. We also buy services like proprietary scorecards or account alerts, which tell us as soon as the customer does something that concerns us (such as missing a payment to another bank)
Other Santander accountsaccounts:: every month, we also look at how the customer is using their other accounts with us, so we can identify problems early.

The way we use this monitoring to manage risk varies by product. For revolving credit facilities like credit cards and overdrafts, it might lead us to raise or lower credit limits. Our monitoring can also mean we change our minds about whether a product is still right for a customer andcustomer. This can influence whether we approve an application for re-financing.refinancing. In these ways we can balance our customers’ needs and their ability to manage credit.

For secured lending, our monitoring also needs to take account of changes in property prices. We use an independent agency to estimate the property’s current value every three months. TheyWe use statistical models based on recent sales prices and valuations in that local area. A lack of data can mean our confidence in the model’s valuation drops below a certain minimum level, and in that case we use the House Price Index (HPI) instead.

If we find evidence that a customer is in financial difficulties, we might also talk tocontact them about arrears management orincluding forbearance, which we explain in more detail below.

4. Arrears management

We have several strategies for managing arrears and we start using them as soon as possible. Thisthese can be used before the customer has formally defaulted, and oftenor as early as the day after a missed payment. We try to understandassess the problems a customer is having, so we can offer them the right help to bring their account up to date as soon as possible.

The strategy we use depends on the risk and the customer’s circumstances. We provide a range of tools to assist customers in reaching an affordable and acceptable solution. That could mean visiting the customer, offering debt counselling by a third party, or paying off the debt using money from their other accounts with us (where we have the right to do so).

Forbearance

If a customer islets us know they are having financial difficulty, we always tryaim to come to an arrangement with them before they actually default. Their problems mightcan be the result of something like losing their job, falling ill, a relationship breaking down, or the death of someone close to them.

Forbearance is mainly for mortgages and unsecured loans. We very rarely offer it for vehicle consumer finance.

 

 

Santander UK plc    55


Annual Report 20152016

Risk review

 

 

    

 

Forbearance options include extending the term to make monthly payments more manageable, or reducing payment obligations but this is considered on a case by case basis to ensure we continue to lend responsibly, help customers be able to continue to afford their payments and is undertaken in line with risk policies we have in place. We may offer the following types of forbearance. We only do this if our assessments indicate the customer can meet the revised payments:

 

Action

 

Description

  
Capitalisation 

We offer two main types, which are often combined with term extensions and, in the past, interest-only concessions:

 

–  If the customer cannot afford to increase their monthly payment enough to pay off their arrears in a reasonable time, but has been making their monthly payments (usually for at least six months), then we can add the arrears to the mortgage balance.

 

–  We can also add to the mortgage balance at the time of forbearance unpaid property charges which are due to a landlord and which we pay on behalf of the customer to avoid the lease being forfeited.

 

  
Term extension 

We can extend the term of the loan, making each monthly payment smaller. At a minimum, we expect the customer to pay the interest in the short-term and have a realistic chance of repaying the full balance in the long-term. We may offer this option if the customer is up-to-date with their payments, but showing signs of financial difficulties. For mortgages, the customer must also meet our policies for maximum loan term and age when they finish repaying (usually no more than 75).

 

  
Interest-only 

In the past, if it was not possible or affordable for a customer to have a term extension, we may have agreed to let them pay only the interest on the loan for a short time – usually less than a year. We only agreed to this where we believed their financial problems were temporary and they were likely to recover. Since March 2015 we no longer provide this option as a concession. Instead, interest-only has only been offered as a short-term standard collections arrangement. We now record any related shortfall in monthly payments as arrears and report them to the credit reference agencies. As a result, we no longer classify new interest-only arrangements agreed since March 2015 as forbearance. We continue to manage and report all interest-only arrangements offered before this date as forbearance.

 

  

Reduced payment

arrangements

 

 We can suspend overdraft fees and charges while the customer keeps to a plan to reduce their overdraft each month.

When we agree to any of these solutions with a customer,forbearance, we report the account as forborne. We also review our loanimpairment loss allowances for them. Some of theseThese accounts may stay in our performing portfolio but we report them separately from other performing accounts as forborne. We classify a loan as forborne until it is fully repaid.

If an account is performing when we agree forbearance, we automatically classify it as forborne. We only classify it as NPL once it meets our standard criteria for NPL. If an account is in NPL when we agree forbearance, we keep it in the NPL category until the customer repays all the arrears, including those that existed before forbearance started.

We assess and review our loan loss allowances regularly and have them independently reviewed. We look at a number of factors, including the:

Cash flow available to service debt
Value of collateral (mostly mortgages). We use an agency to do this. They use models to estimate property values with data from recent property sales and valuations in that local area.

Other changes in contract terms

Apart from forbearance, we have sometimes changed the contract terms ofto keep a contract to improve ourgood relationship with a customer.customer and the customer outcome. These customers showed no signs of financial difficulties at the time, so we do not classify the contract changes as forbearance, and most of the loans were paid backrepaid without any problems.

We do not classify insolvency solutions for credit card customers as forbearance. This is because they are set by regulations and codes of practice, rather than as a result ofnot by our policy.

5. Debt recovery

When a customer cannot or will not keep to an agreement for paying off their arrears, we turn to the law and begin litigation and recovery.will consider recovery options. We only do this afteronce we have made every reasonable efforttried to get the account back in order. To recover what we are owed, we may use a debt collection agency, sell the debt to another company, or take the customer to court.

For secured retail loans (mostly mortgages), we sometimescan delay bringing in the lawyers or put legal action on hold.action. That can happen if the customer shows evidence that they will be able to pay off the mortgage or pay back the arrears, or if they are regularly making at least their normal monthly payment.arrears. We aim to repossess only repossess as a last resort.resort when other options have been exhausted or if necessary to protect the property from damage or third party claims.

We make sure our estimated losses from repossessed properties are realistic by getting two independent valuations on each property, as well as the estimated cost of selling it. These form the basis of our impairment loss allowance calculations. Where we do enforce the possession of properties held as collateral, we use external agents to realise the value and settle the debt. During this process we do not own the property but we do administer the sale process. Any surplus funds are returned to the borrower or are otherwise dealt with in accordance with insolvency regulations.

Risk measurement and control

Retail Banking involves managing large numbers of accounts, so it produces a huge amount of data. This allows us to take a more analytical and data intense approach to measuring risk. This is reflected in the wide range of statistical models we use across the credit risk lifecycle. We use:

Risk strategy and planning: econometric models
Assessment and origination: application scorecards, and attrition, pricing, impairment and capital models
Monitoring: behavioural scorecards and profitability models
Arrears management: models to estimate the proportion of cases that will result in possession (known as roll rates)
Debt recovery: recovery models.

64  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

RETAIL BANKINGWe assess and review our impairment loss allowances regularly and have them independently reviewed. We look at a number of factors, including the cash flow available to service debt. We also use an agency to value collateralCREDIT RISK REVIEW

RESIDENTIAL MORTGAGES

We offer mortgages to people who want to buy a house, and offer additional borrowing (known as further advances) to existing mortgage customers. The property must be in the UK (except for a small amount of lending in the Isle of Man).

Lending

We analyse mortgage movements in 2015 in the table below. In this table:

Gross lending includes new business, further advances and any flexible mortgage drawdown against available limits
Redemptions and paydowns refer to customer payments, over-payments, clearing mortgage balances or re-financing away from us
The data does not include accrued interest and we have presented it before deducting impairment loss allowances.

£m

At 1 January 2015(1)

150,057

New business

25,228

Further advances/Flexi drawdowns

1,255

Redemptions/paydowns

(23,721)

At 31 December 2015(1)

152,819

(1)All mortgage balances are in the UK and continue accruing interest. Balances include interest we have charged to the customer’s account, but do not include interest they have accrued that we have not charged to their account yet.

In 2015, there were also £18.0bn (2014: £14.4bn) of internal transfers where we kept existing customers with maturing products on newmostly mortgages.

 Mortgage provision models

Mortgages are our largest product, so we pay particular attention to how we calculate the provision we need for them. Our provision models are statistically-derived collective models, except for fraud and properties in possession, which we provide for individually. We have two main models – a credit model and a maturity risk model (for interest-only mortgages).

In 2015, we enhanced our credit model to:

–  Increase its granularity for mortgages with an LTV over 100%

–  Refine its treatment of poorly performing cases

–  Update the segmentation used to estimate loss propensities

–  Change the use of loss per case and loss factor to a loss ratio, which takes account of the exposure of each account. This estimates the percentage of balances that will be lost on possession using our observed loss experience.

As a result of our enhancements to our credit model, we reduced the number and scale of model overlays applied to our previous model. In view of the increase in house prices in 2015 and improvement in other economic drivers of impairment, we also reviewed our approach to continue to ensure the segments in the model

have similar credit characteristics.

This ensured that our provisions remain allocated appropriately to different parts of the portfolio.

We also updated our maturity risk model to reflect long-run average house price trends. The model now recognises the possibility of loss for all estimated LTVs at maturity, not just those above 75% as in the past.

We ran the new models in parallel in the second half of the year and compared the results with the provisions estimated from the prior models and our model overlays. This showed there was no significant change to our mortgage provision under the new models compared to the adjusted old models. The new models were subject to our model governance framework and approved by the Board Audit Committee in November 2015.
LOGO

Annual Report 2015

Risk review

Borrower profile

In these charts, ‘home movers’ include both existing customers moving house and taking out a new mortgage with us, and customers who switch their mortgage to us when they move house. ‘Re-mortgagers’ are external customers who are re-mortgaging with us. We have not included internal re-mortgages, further advances and any flexible mortgage drawdowns in the new business figures.

LOGOLOGO

2015 compared to 2014(unaudited)

The mortgage borrower mix was broadly unchanged in 2015, with the majority of total stock home movers and remortgagers, at 45% and 33%, respectively, at 31 December 2015 (2014: 43% and 35%, respectively). First-time buyers represented 19% (2014: 20%) of total stock and 3% (2014: 2%) was buy-to-let. This was driven by an underlying stability in target market segments, product pricing and distribution strategy.

Buy-to-let new business increased from 5% to 9% at 31 December 2015, in line with our business objectives to support additional lending for this sector. We have a particular focus on non-professional landlords as this segment is more closely aligned with residential mortgages, and also accounts for the majority of the buy-to-let market. In 2015, we completed 12,700 buy-to-let mortgages at an average LTV of 70%.

Interest rate profile

The interest rate profile of our mortgage asset stock was:

      2015           2014 
      £m     %           £m     % 

Fixed rate

     82,570       54           70,720       47  

Variable rate

     34,402       23           35,476       24  

Standard Variable Rate (SVR)

     35,847       23            43,861       29  
              152,819                      100                    150,057                      100  

2015 compared to 2014(unaudited)

In 2015, the proportion of SVR loan balances and variable rate mortgages both decreased to 23% (2014: 29% and 24% respectively) and fixed rate mortgages increased to 54% (2014: 47%). This was driven by new business flows and consumer sentiment about expected future interest rate movements as well as the availability of competitively-priced fixed rate products.

 

 

6656    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

RETAIL BANKING – CREDIT RISK REVIEW

RESIDENTIAL MORTGAGES

We offer mortgages to people who want to buy a property, and offer additional borrowing (known as further advances) to existing mortgage customers. The property must be in the UK, except for a small amount of lending in the Isle of Man and Jersey.

Borrower profile

In this table, ‘home movers’ include both existing customers moving house and taking out a new mortgage with us, and customers who switch their mortgage to us when they move house. ‘Remortgagers’ are external customers who are remortgaging with us. We have not included internal remortgages, further advances and any flexible mortgage drawdowns in the new business figures.

    Stock        New business 
   2016       2015(1)       2016       2015(1) 
    £m   %        £m   %        £m   %        £m   % 

First-time buyers

   29,143    19      29,659    19      4,193    17      4,493    18 

Home movers

   68,158    44      67,130    45      11,072    45      12,319    49 

Remortgagers

   50,325    33      51,074    33      7,092    29      6,023    24 

Buy-to-let

   6,648    4         4,956    3         2,212    9         2,393    9 
            154,274                    100                 152,819                    100                 24,569                    100                 25,228                    100 

 

(1)  The 2015 numbers in this table are unaudited.

 

2016 compared to 2015(unaudited)

The mortgage borrower mix remained broadly unchanged, reflecting underlying stability in target market segments, product pricing and our distribution strategy.

 

We continued to build our buy-to-let book by focusing on non-professional landlords, as this segment is closely aligned with residential mortgages and accounts for the majority of the volume in the buy-to-let market. In 2016 we completed 12,400 buy-to-let mortgages, representing 9% of the value of our new business flow, at an average LTV of 67%. In line with the market, we saw a spike in buy-to-let mortgages ahead of the April 2016 stamp duty increase. Buy-to-let lending was lower in the quarters following the stamp duty increase, but remained positive.

 

In addition to the new business included in the table above, there were £18.1bn (2015: £18.0bn) of internal remortgages where we kept existing customers with maturing products on new mortgages. We also provided £1.2bn (2015: £1.3bn) of further advances and flexible mortgage drawdowns.

 

Interest rate profile

 

The interest rate profile of our mortgage asset stock was:

 

   

 

 

 

 

 

 

                                  2016        2015 
                                  £m   %        £m   % 

Fixed rate

               91,817    59      82,570    54 

Variable rate

               33,627    22      34,402    23 

Standard Variable Rate (SVR)

 

                       28,830    19         35,847    23 
                                          154,274                    100                   152,819                    100 

2016 compared to 2015(unaudited)

SVR attrition was driven by customer refinancing, either internally or through remortgaging, repayments and customer sentiment over expected lower for longer interest rates. The SVR attrition was £7,017m (2015: £8,014m).

Santander UK plc    57


Annual Report 2016

Risk review

 

Geographical distribution

The Santander UK new business data in these tables is new business starting incover each of the years we show. The Council of Mortgage Lenders (CML) new business data for 20152016 covers the nine months ended 30 September 20152016 because that was the only data available for 20152016 when we went to print. The percentages are calculated on a value weighted basis.

 

UK region    2015        2014     2016        2015 
    Santander UK     CML (unaudited)     Santander UK     CML (unaudited)     Santander UK  CML (unaudited)     Santander UK  CML (unaudited) 
    Stock     New business     New business     Stock     New business     New business     Stock     New business New business     Stock     New business New business 
    %     %     %       %     %     %     %     % %       %     % % 

East Anglia

     3       3       4        3       3       3  

London

     23       28       21        22       26       22       24      27   18       23      28  21 

Midlands

     10       10       12        11       10       12  

North and North West

     10       8       10        11       8       10  

Midlands and East Anglia

     13      13   17       13      13  16 

North

     15      12   17       15      12  16 

Northern Ireland

     3       1       1        3       1       1       2      1   1       3      1  1 

Scotland

     5       4       7        5       4       7       5      3   7       5      4  7 

South East excluding London

     30       32       27        29       32       29       30      34   28       30      32  27 

South West and Wales

     11       10       12        11       11       11  

Yorkshire and Humberside

     5       4       6        5       5       5  

South West and Wales and other

     11      10   12       11      10  12 
     100       100       100        100       100       100       100      100   100       100      100  100 

20152016 compared to 20142015(unaudited)

At 31 December 2015,2016, the lending profile of the portfolio representedcontinued to represent a diverse geographical footprint across the UK, while continuing to reflect a concentration around London and the South East.

Larger loans

The mortgage asset stock of larger loans was:

 

Stock    South East including London        UK 

Individual mortgage loan size

    

2015

£m

     

2014

£m

        

2015

£m

     

2014

£m

 

Less than £0.25m

     50,325       51,712        114,555       117,269  

£0.25m–£0.5m

     21,848       18,929        29,060       25,617  

£0.5m–£1m

     6,828       5,271        7,922       6,213  

£1m–£2m

     1,060       768        1,123       827  

> £2m

     155       124         159       131  

Average loan size for new business

Stock – individual mortgage loan size    South East including London        UK 
     2016     2015       2016     2015 
      £m      £m        £m      £m 

<£0.25m

     48,355      50,325       110,415      114,555 

£0.25m–£0.50m

     25,040      21,848       32,871      29,060 

£0.50m–£1.0m

     8,438      6,828       9,668      7,922 

£1.0m–£2.0m

     1,099      1,060       1,161      1,123 

>£2.0m

     157      155        159      159 

 

At 31 December 2016, there were 65 (2015: 64) individual mortgages greater than £2m. During the year there were 13 (2015: 25) new individual mortgages greater than £2m.

 

Average loan size for new business

 

The average loan size for new business in 2016 and 2015 was:

 

 

 

 

UK region                     2016 £000     2015 £000 

South East including London

                     264      248 

Rest of the UK

                     144      136 

UK as a whole

                     198      186 

The average loan size for new business in 2015 and 2014 was:

UK region

    

    

2015

£000

     

2014

£000

 

South East including London

     248       229  

Rest of the UK

     136       125  

UK as a whole

     186       169  

2015 compared to 2014(unaudited)

In 2015, the average loan size for new business increased in line with the overall rise in house prices, to £186,000 for the UK overall, £248,000 for the South East including London and £136,000 for the rest of the UK. The average loan-to-income multiple of ourmortgage lending during the year, representing average earnings of new business mortgage lending in 2015at inception, was 3.10 (2014: 3.11)3.16 (2015: 3.10).

 

 

Annual Report 201558    Santander UK plc

Risk review


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

 

Other key risks

    

 

Loan-to-value analysis

This table shows the LTV distribution for mortgage asset stock, NPL stock and new business. We used our estimate of the property’s value at the balance sheet date. We have included fees added to the loan in the calculation. And ifIf the product is on flexible terms, the calculation only includes the drawn loan amount, not undrawn limits.

 

LTV    2015        2014     2016        2015 
          of which:           of which:           of which:           of which: 
    

Stock

%

     

    NPL stock

%

     

New business

%

       

Stock

%

     

    NPL stock

%

     

New business

%

     

Stock

%

     

    NPL stock

%

     

New business

%

       

Stock

%

     

    NPL stock

%

     

New business

%

 

up to 50%

     40       33       16        36       25       17  

<50%

     46      39      17       40      33      16 

>50–75%

     42       36       41        44       36       43       41      36      43       42      36      41 

>75–80%

     6       6       16        6       7       14       5      5      15       6      6      16 

>80–85%

     4       5       11        5       6       9       3      4      8       4      5      11 

>85–90%

     3       4       12        3       6       12       2      3      10       3      4      12 

>90–95%

     2       3       4        2       4       5       1      3      7       2      3      4 

>95–100%

     1       3               1       4              1      2             1      3       

>100% i.e. negative equity

     2       10               3       12              1      8             2      10       
     100       100       100        100       100       100       100      100      100       100      100      100 

Collateral value of residential properties(1)(2)

     £152,432m       £2,190m       £25,228m        £149,561m       £2,342m       £25,078m       £153,989m      £2,043m      £24,569m       £152,432m      £2,190m      £25,228m 

                         
    %     %     %       %     %     %                          
    %     %     %       %     %     % 

Simple average(3)LTV (indexed)

     45       50       65        47       55       65       43      46      65       45      50      65 

Value weighted average(4)LTV (indexed)

     41       44       60        43       50       60  

Valuation weighted average(4)LTV (indexed)

     39      40      60       41      44      60 

 

(1)Includes collateral against loans in negative equity of £2,285m£1,588m at 31 December 2015 (2014: £3,073m)2016 (2015: £2,285m).
(2)The collateral value we have shown is limited to the balance of each associated individual loan. It does not include the impact of overcollateralisationover-collateralisation (where the collateral has a higher value than the loan balance).
(3)Unweighted average of LTV of all accounts.
(4)Total of all loan values divided by the total of all valuations.

20152016 compared to 20142015(unaudited)

In 2015,2016, we maintained our prudent lending criteria, with an average LTV of 65% on new lending (2014:(2015: 65%). Our lending with an LTV of over 85% was 16%accounted for 17% of the new business flow (2014: 17%(2015: 16%). Stock LTV was lower at 43% (2015: 45%).

At 31 December 2015, our stock LTV was broadly unchanged at 45% (2014: 47%). It continued to perform well, supported by house price increases and2016, the improving economic environment which helped capital repayments by borrowers.

In September 2015, we withdrew from the UK Government’s Help to Buy scheme but we continue to offer mortgages with an LTVparts of over 90% under the same terms, due to the good performance of Help to Buy mortgages and reflecting the healthy market for customers with smaller deposits.

At 31 December 2015, the loans in negative equity thatwhich were effectively uncollateralised (before taking account of loanimpairment loss allowances) reduced to £387m (2014: £496m)£285m (2015: £387m).

Credit performance

 

    2015
£m
     2014
£m
     2016
£m
     

2015

£m

 

Mortgage loans and advances to customers(1)

     152,819       150,057  

Mortgage loans and advances to customers of which:

     154,274      152,819 

Performing(4)(1)

     148,963       145,598       150,895      148,963 

Early arrears:(4)

     1,604       1,941       1,269      1,604 

– 31 to 60 days

     979       1,185       793      979 

– 61 to 90 days

     625       756       476      625 

NPLs:(4)(3)

     2,252       2,459       2,110      2,252 

– By arrears

     1,826       2,133       1,578      1,826 

– By bankruptcy

     34       44       21      34 

– By maturity default

     263       210       316      263 

– By forbearance

     83       72       160      83 

– By PIPs(3)

     46         

PIPs(3)not classified as NPL

            59  

– By properties in possession (PIPs)

     35      46 

 

(1)Include Social Housing loans and finance leases.
(2)Excludes mortgages where the customer did not pay for between 31 and 90 days, arrears, bankruptcy, maturity default, forbearance and forbearance NPL.PIPs NPLs. Includes £3,486m£2,959m of mortgages (2014: £4,208m)(2015: £3,486m) where the customer did not pay for 30 days or less.
(3)(2)Mortgages are classified as NPL in line with the definitionsWe define NPLs in the ‘Credit risk management’ section.
(4)(3)All mortgagesNPLs are in the UK and continue accruing interest. The balances include interest we have charged to the customer’s account, but don’t include any interest they have accrued but we have not charged to their account yet.

 

 

68  Santander UK plc    59


    Risk
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Conduct risk

Annual Report 2016

Risk review

    

Other key risks

 

Non-performing loans and advances(1)(2)

An analysis of mortgage NPLs is presented below.

      

2015

£m

     

2014

£m

 

Mortgage loans and advances to customers of which:(2)(3)

     152,819       150,057  

Early arrears

     1,604       1,941  

NPLs

     2,252       2,459  

Impairment loan loss allowances

     424       579  
        
      %     % 

Early arrears ratio(4)

     1.05       1.29  

NPLs ratio(5)

     1.47       1.64  

Coverage ratio(6)

     19       24  
      2016
£m
     

2015

£m

 

Mortgage loans and advances to customers of which:

     154,274      152,819 

Early arrears

     1,269      1,604 

NPLs(2)

     2,110      2,252 

Impairment loss allowances

     279      424 
        
      %     % 

Early arrears ratio(3)

     0.82      1.05 

NPL ratio(4)

     1.37      1.47 

Coverage ratio(5)

     13      19 

 

(1)Mortgages are classified as NPL in line with the definitionsWe define NPLs in the ‘Credit risk management’ section.
(2)Include Social Housing loans and finance leases.
(3)All mortgagesNPLs are in the UK and continue accruing interest. The balances include interest we have charged to the customer’s account, but do not include any interest they have accrued but we have not charged to their account yet.
(4)(3)Mortgages in early arrears as a percentage of mortgages.
(5)(4)Mortgage NPLs as a percentage of mortgages.
(6)(5)Impairment loss allowances as a percentage of NPLs.

NPL movements in 2016

We analyse NPL movements in 20152016 in the charttable below. ‘Entries’ are loans which we have classified as NPL in the year and exclude ‘Policy entries’ that are due to definition changes. ‘PIP sales’ are loans that have been legally discharged when we have sold the property, and include any written-off portion. ‘Exits’ are loans that have been repaid (in full or in part), and loans that have returned to performing status. Forbearance activity does not change the NPL status.

 

LOGO
£m

At 1 January 2016

2,252

Entries

974

PIP sales

(71

Exits

(1,045

At 31 December 2016

2,110

20152016 compared to 20142015(unaudited)

In 2015,2016, mortgage NPLs decreased to £2,252m£2,110m at 31 December 2015 (2014: £2,459m)2016 (2015: £2,252m) and the NPL ratio decreased to 1.37% (2015: 1.47% (2014: 1.64%), including Properties in Possession (PIPs). Exits exceeded entries by £176m due to improving delinquency trends, reflecting portfolio vintage composition and associated credit quality. Impairment releases, and the decreases in theLower NPL and coverage ratios reflectedwere driven by the improving quality of our mortgage portfolio, the continued good performance of the portfolio supported by low interest rates, risingrise in house prices, andas well as an update to our mortgage model. There were no policy entries into NPLs in the supportive economic environment. Policy entries of £57m mainly reflected us including PIPs in NPLs. Prior years have not been restated.year.

 

 

Annual Report 2015

Risk review

Forbearance

Forbearance started in the year(1)(2)

The balances that entered forbearance in 2015 and 2014 were:

      2015        2014 
      £m     %        £m     % 

Capitalisation

     287       61        254       47  

Term extensions

     167       35        175       33  

Interest-only

     19       4         105       20  
      473       100         534       100  

(1)We have included mortgages in the year they were forborne.
(2)The figures reflect the forbearance activity in the year, regardless of whether there was any forbearance on the accounts before.

Forbearance total position

a) Performance when they entered forbearance

The balances at 31 December 2015 and 2014, analysed by their payment status when they entered forbearance and the forbearance we applied, were:

      Capitalisation
£m
     Term extension
£m
     Interest-only
£m
     Total
£m
 

2015(1)

                

Forbearance of NPL

     393       99       264       756  

Forbearance of Non-NPL

     1,297       735       880       2,912  
      1,690       834       1,144       3,668  

2014(1)

                

Forbearance of NPL

     331       95       297       723  

Forbearance of Non-NPL

     1,334       806       1,004       3,144  
      1,665       901       1,301       3,867  

(1)We base forbearance type on the first forbearance on the accounts. Tables only show accounts that were open at the year-end.

b) Performance at the year-end

The balances at 31 December 2015 and 2014 analysed by their payment status at the year-end and the forbearance we applied were:

      

Capitalisation

    

£m

     

Term extension

    

£m

     

Interest-only

    

£m

     

Total

    

£m

     Impairment
allowance
£m
 

2015(1)

                    

In arrears

     412       123       305       840       34  

Performing

     1,278       711       839       2,828       27  
      1,690       834       1,144       3,668       61  

Proportion of portfolio

     1.1%       0.5%       0.7%       2.4%         

2014(1)

                    

In arrears

     425       144       390       959       59  

Performing

     1,240       757       911       2,908       55  
      1,665       901       1,301       3,867       114  

Proportion of portfolio

     1.1%       0.6%       0.9%       2.6%         

(1)We base forbearance type on the first forbearance on the accounts. Tables only show accounts that were open at the year-end.

7060    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

Forbearance

Forbearance started in the year(1)

The balances that entered forbearance in 2016 and 2015 were:

        2016        2015 
        £m   %        £m   % 

Capitalisation

    330    68       287    61 

Term extension

    152    32       167    35 

Interest-only

                   19    4 
        482    100        473    100 

 

(1)  The figures reflect the forbearance activity in the year, regardless of whether there was any forbearance on the accounts before.

 

Forbearance total position(1)

 

The balances at 31 December 2016 and 2015, analysed by their payment status at the year-end and the forbearance we applied, were:

 

   

 

 

   

Capitalisation

    

£m

   

    Term extension

    

£m

   

    Interest-only

    

£m

        

Total

    

£m

   Impairment
    loss allowances
£m
 

2016

            

In arrears

  293    78    226       597    24 

Performing

  466    222    481        1,169    7 
   759    300    707        1,766    31 

Proportion of portfolio

  0.5%    0.2%    0.4%        1.1%      

2015

            

In arrears

  412    123    305       840    34 

Performing

  1,278    711    839        2,828    27 
   1,690    834    1,144        3,668    61 

Proportion of portfolio

  1.1%    0.5%    0.7%        2.4%      

(1)We base forbearance type on the first forbearance on the accounts. Tables only show accounts that were open at the year-end.

20152016 compared to 20142015 (unaudited)

The forbearance started in 2015 was lower than in 2014.2016 increased slightly compared to 2015. We also changed our forbearance policy in March 2015, so we no longer offer interest-only concessions to customers in financial difficulties. Instead, we offer reduced repayment arrangements for a time. Their account stays on capital and interest terms and any shortfall in capital repayment is added to the arrears.

At 31 December 2016, the total stock of forbearance reduced by 52% to £1,766m (2015: £3,668m). This decrease was mainly due to the application of exit criteria to our forbearance policy in 2016 as described in ‘Forbearance’ in ‘Credit risk management’ in the ‘Credit risk – Santander UK group level’ section. Applying these exit criteria to our forbearance stock at 31 December 2015, the loans reported as forborne would reduce by £1,652m to £2,016m.

At 31 December 2016, the proportion of accounts in forbearance for more than six months that had made their last six months’ contractual payments increaseddecreased slightly to 74% (2015: 85% (2014: 83%). Accounts in forbearance that were performing decreased to £1.2bn or 66% by value (2015: £2.8bn or 77% by value (2014: £2.9bn or 75% by value). mainly due to the application of exit criteria as described above. The weighted average LTV of all accounts in forbearance was 36% (2015: 35% (2014: 38%) compared to the weighted average portfolio LTV of 39% (2015: 41% (2014: 43%).

At 31 December 2015,2016, impairment loss allowances as a percentage of the overall mortgage portfolio were 0.18% (2015: 0.28% (2014: 0.39%). The equivalent ratio for performing accounts in forbearance was 0.60% (2015: 0.95% (2014: 1.89%), and for accounts in arrears in forbearance was 4.02% (2015: 4.07% (2014: 6.15%). The higher ratios for accounts in forbearance reflect the higher levels of impairment loss allowances we hold on these accounts. This reflects the higher risk on them.

At 31 December 2015,2016, the carrying value of mortgages classified as multiple forbearance increased to £98m (2014: £89m)£128m (2015: £98m).

Other changes in contract terms

At 31 December 2015,2016, there were £5.7bn (2014: £6.3bn)£5.1bn (2015: £5.7bn) of other mortgages on the balance sheet that we had modified since January 2008. We agreed these modifications in order to keep a good relationship with the customer. The customers were not showing any signs of financial difficulty at the time, so we don’t classify these changes as forbearance.

We keep the performance and profile of the accounts under review. At 31 December 2015:2016:

The average LTV was 35% (2015: 39% (2014: 43%) and 94% (2014: 93%(2015: 94%) of accounts had made their last six months’ contractual payments
The proportion of accounts that were 90 days or more in arrears was 1.57% (2015: 1.60% (2014: 1.61%).

 

 

Santander UK plc    61


Annual Report 20152016

Risk review

 

 

    

 

HIGHER RISK LOANS AND OTHER SEGMENTSPORTFOLIOS OF PARTICULAR INTEREST

Introduction(unaudited)

We are mainly a residential prime lender and we do not originate sub-prime or second charge mortgages. Despite that, some types of mortgages have higher risks and others stand out for different reasons. These are:

 

    Product

  

Description

  
Interest-only loans and part interest-only, part repayment loans  

With an interest-only mortgage, the customer pays the interest every month but does not repay the money borrowed (the principal) until the end of the mortgage. Some mortgages have a part that is interest-only, with the rest being a normal repayment mortgage. Customers with part interest-only, part repayment mortgages still have to pay back a lump sum at the end of their mortgage for the interest-only part.

 

Since 2009, we have reduced the risk from new interest-only mortgages by lowering the maximum LTV (it has been 50% since 2012). When a customer plans to repay their mortgage by selling the property, we now only allow that if they own more than a set proportion of the equity.

 

Customers with interest-only mortgages have to make arrangements to repay the principal at the end of the mortgage. We have a strategy to make sure that we tell these customers that they have to do this. We send them messages with their annual mortgage statements, and we run contact campaigns to encourage them to tell us how they plan to repay. We have done this for all customers whose mortgages mature before 2020, and plan to extendwe are extending these campaigns to those with later maturities.

 

If customers know they will not be able to repay their mortgage in full when it ends, or if their mortgage has already passed the date when it should have ended, we talk to them. If we think it is in the customer’s interests (and they can afford it), we look at other ways of managing it. That can mean turning the mortgage into a standard repayment one, and extending it. Or, if the customer is waiting for their means of repaying it (an investment plan or bonds, for example) to mature, it can just mean extending it. We only turn to legal action as a last resort.

 

  
Flexible loans  

Flexible mortgages allow customers to pay more or less than their usual amount each month, or even to take ‘payment holidays’ when they pay nothing at all. Customers do not have to take (or draw down) the whole loan all at once – so if they took out a mortgage big enough to allow them to build a home extension after three years, they do not have to start paying interest on that extra money until they are ready to spend it. There are conditions on when and how much customers can draw down:

 

–   There are often limits on how much can be drawn down in any month

 

–   The customer cannot be in payment arrears

 

–   The customer cannot have insolvency problems, such as a county court judgement, bankruptcy, an individual voluntary arrangement, an administration order or a debt relief order.

 

A customer can ask us to increase their credit limit (the total amount they are allowed to borrow on their mortgage), but that means we will go through our full standard credit approval process. We can also lower the customer’s credit limit at any time, so it never goes above 90% of the property’s current market value.

 

FlexibleWe no longer offer flexible loan products are no longer offered for new mortgages.

We analyse the flexible loans portfolio to identify customers who might be using these facilities to self-forbear (such as regularly drawing down small amounts). If there is any sign that the credit risk has significantly increased, we reflect this in our provision calculations.

 

  

Loans with an LTV

>100%

>100%
  

Where the mortgage balance is more than the houseproperty is now worth, we cannot recover the full value of the loan by repossessing and selling the house.property. This means there is a higher credit risk on these loans. In some cases, houseproperty prices have fallen, so mortgages we gave in the past with lower LTVs now have LTVs overgreater than 100%. Before 2009, we sometimes allowed customers to borrow more than the price of the house.property.

 

  
Buy-to-let loans  

WeGiven that we have a relatively small share of the Buy-to-letbuy to let market, but we believe that we still have an opportunity to grow our presence in a controlled manner. We focus on amateurnon-professional landlords, as this segment is more closely aligned with residential mortgages and covers most of the Buy-to-letbuy-to-let market. Our policy is that Buy-to-letbuy-to-let mortgages should finance themselves, with the rent covering the mortgage payments and other costs. Even so, there is always the risk that income from the property may not cover the costs – if the landlord cannot find tenants for a while, for example.

 

In 2015,recent years, we refined our Buy-to-letbuy-to-let proposition to appeal to a wider catchment, and we are improvinghave improved our systems to cater for this segment. We continue to adhere tohave prudent lending criteria, and have specific policies for Buy-to-let.buy-to-let. We will lend on up to five buy-to-let properties, to a maximum 75% LTV. The first applicant must earn a minimum basic income of at least £25,000 per year, and we require evidence of income in all cases.

 

We also use a Buy-to-letbuy-to-let affordability rate as part of our assessment about whether or not to lend. This means that the rental income must be at least 125%145% of the monthly mortgage interest payments when calculated using a stressed interest rate. During the year we increased this from 125% to reflect the reduction in mortgage interest tax relief for higher rate tax paying landlords.

 

The arrears performance of these mortgages has continued to be relatively stable with arrears and loss rates remaining low.

 

 

7262    Santander UK plc


    Risk  Risk              
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Conduct risk

 

  

Other key risks

 

 

Higher riskPortfolios of particular interest loans – borrower profile(1)

 

    2015        2014     2016        2015 
    

Stock

£m

     

New business

£m

       

Stock

£m

     New business
£m
     

Stock

£m

   

New business

£m

       

Stock

£m

     New business
£m
 

Full interest-only loans

     44,050       4,178        45,952       3,197       41,707    3,404       44,050      4,178 

Part interest-only, part repayment loans(2)

     15,299       1,996        15,602       2,580       14,535    1,567       15,299      1,996 

Flexi loans

     13,951       508        15,203       756  

Other flexible loans(3)

     5,156               6,177         

Flexible loans(3)

     16,853    251       19,107      508 

Loans with LTV >100%

     2,672               3,569              1,873           2,672       

Buy-to-let

     4,956       2,393        3,138       1,270       6,648    2,212       4,956      2,393 

Interest-only and LTV >100%

     1,980       1        2,592              1,411           1,980      1 

 

(1)Where a loan falls into more than one category, we have included it in all the categories that apply.
(2)Mortgage balance includes both the interest-only part of £10,918m (2014: £10,915m)£10,560m (2015: £10,918m) and the non-interest-only part of the loan.
(3)Legacy Alliance & LeicesterFlexible loans new business consists of drawdowns under existing facilities. We no longer offer flexible loans that work in a more limited way than our current Flexi loan product.for new mortgages.

20152016 compared to 20142015(unaudited)

In 2015,2016, the value and proportion of interest-only loans together with part interest-only, part repayment loans reduced, reflecting our strategy to manage down the overall exposure to this lending profile.

Buy-to-let lending in 2015 increased to2016 remained stable at 9% (2014: 5%(2015: 9%) of new business as described in the ‘Borrower profile’ section.

From a mortgage asset stock perspective, loans with a current LTV greater than 100% in 2015>100% at 31 December 2016 decreased to 1% (2015: 2% (2014: 3%) driven by rising house prices.

Higher riskPortfolios of particular interest loans – credit performance

 

       Segment of particular interest(1)                 Segment of particular interest(1)        
     

Total

    

£m

 

 

 

     

Interest-only

    

£m

 

 

 

     

Part interest-only,
part repayment
£m
 
 
 
     

Flexible(2)

    

£m

 

 

 

     

LTV >100%

    

£m

 

 

 

     

Buy-to-let

    

£m

 

 

 

     

Other
portfolio

£m

 
(3)  

 

2016

                            

Mortgage portfolio

     154,274      41,707      14,535      16,853      1,873      6,648      90,570 

Performing

     150,895      40,185      14,066      16,472      1,661      6,621      89,483 

Early arrears:

                            

– 31 to 60 days

     793      360      111      71      33      7      314 

– 61 to 90 days

     476      224      70      45      22      2      191 

NPLs

     2,110      938      288      265      157      18      582 

NPL ratio

     1.37%      2.25%      1.98%      1.57%      8.38%      0.27%      0.64% 

PIPs

     35      15      7      4      13      1      9 
   

 

 

Total

    

£m

  

  

  

   

 

 

Interest-only

    

£m

  

  

  

   
 
 
Part interest-only
part repayment
£m
  
  
  
   

 

 

Flexible(2)

    

£m

  

  

  

   

 

 

LTV > 100%

    

£m

  

  

  

   

 

 

Buy-to-let

    

£m

  

  

  

   
 

 

Other
portfolio

£m

  
(3)  

  

2015

                                          

Mortgage portfolio

   152,819     44,050     15,299     19,107     2,672     4,956     84,786       152,819      44,050      15,299      19,107      2,672      4,956      84,786 

Performing

   148,963     42,280     14,742     18,711     2,358     4,929     83,537       148,963      42,280      14,742      18,711      2,358      4,929      83,537 

Early arrears:

                                          

– 31 to 60 days

   979     441     143     81     48     7     382       979      441      143      81      48      7      382 

– 61 to 90 days

   625     289     87     52     38     5     238       625      289      87      52      38      5      238 

NPLs

   2,252     1,040     327     263     228     15     629       2,252      1,040      327      263      228      15      629 

NPL ratio

   1.47%     2.36%     2.14%     1.38%     8.53%     0.30%     0.74%       1.47%      2.36%      2.14%      1.38%      8.53%      0.30%      0.74% 

Properties In possession

   46     23     9     6     22     1     9  

2014

              

Mortgage portfolio

   150,057     45,952     15,602     21,380     3,569     3,138     78,582  

Performing

   145,598     43,909     14,930     20,966     3,135     3,105     77,152  

Early arrears:

              

– 31 to 60 days

   1,185     528     171     85     76     12     459  

– 61 to 90 days

   756     354     118     63     51     3     282  

NPLs

   2,459     1,134     372     262     285     18     675  

NPL ratio

   1.64%     2.47%     2.38%     1.23%     7.99%     0.57%     0.86%  

Properties In possession

   59     27     11     4     22          14  

PIPs

     46      23      9      6      22      1      9 

 

(1)Where a loan exhibitsfalls into more than one segment of particular interest,category, we have included it in all the categories that apply. As a result, the sum of the mortgages in the segments of particular interest and the other portfolio willdoes not agree to the total mortgage portfolio.
(2)Includes legacy Alliance & Leicester flexible loans that work in a more limited way than our current Flexi loan product.
(3)Includes other loans that are not in any segment of particular interest.

 

 

Santander UK plc    63


Annual Report 20152016

Risk review

 

 

    

 

Portfolios of particular interest loans – interest only sub analysis(unaudited)

Full interest-only maturity profile

 

    Term
expired
£m
     Within 2
years
£m
     Between
2-5 years
£m
     Between
5-15 years
£m
     

Greater than
15 years

£m

     

Total

    

£m

 

2016

                        

Full interest-only portfolio

     506      1,884      3,308      21,154      14,855      41,707 

of which value weighted average LTV (indexed) is >75%

     36      241      239      2,483      1,957      4,956 
  

Term

expired

£m

   

Within 2

years

£m

   

Between

2-5 years

£m

   

Between

5-15 years

£m

   

Greater than

15 years

£m

   

Total

    

£m

 

2015

                                    

Full interest-only portfolio

   429     1,840     3,464     20,601     17,716     44,050       429      1,840      3,464      20,601      17,716      44,050 

of which value weighted average LTV (indexed) is greater than 75%

   30     264     382     3,137     3,714     7,527  

2014

            

Full interest-only portfolio

   337     1,631     3,785     20,225     19,974     45,952  

of which value weighted average LTV (indexed) is greater than 75%

   46     170     570     3,871     5,689     10,346  

of which value weighted average LTV (indexed) is >75%

     30      264      382      3,137      3,714      7,527 

Part interest-only, part repayment maturity profile

                                    
  Term
expired
£m
   Within 2
years
£m
   Between
2-5 years
£m
   Between
5-15 years
£m
   

Greater than

15 years

£m

   

Total

    

£m

     Term
expired
£m
     Within 2
years
£m
     Between
2-5 years
£m
     Between
5-15 years
£m
     

Greater than

15 years

£m

     

Total

    

£m

 

2016

                        

Part interest-only, part repayment portfolio

     7      230      722      6,237      7,339      14,535 

of which value weighted average LTV (indexed) is >75%

           7      24      529      851      1,411 

2015

                                    

Part interest-only, part repayment portfolio

   5     230     726     6,231     8,107     15,299       5      230      726      6,231      8,107      15,299 

of which value weighted average LTV (indexed) is greater than 75%

        9     30     642     1,301     1,982  

2014

            

Part interest-only, part repayment portfolio

   4     235     745     6,199     8,419     15,602  

of which value weighted average LTV (indexed) is greater than 75%

   1     6     36     758     1,914     2,715  

of which value weighted average LTV (indexed) is >75%

           9      30      642      1,301      1,982 

20152016 compared to 20142015(unaudited)

At 31 December 2015,2016, interest-only loans, part interest-only, part repayment loans, and loans with an LTV >100% had a higher than average NPL ratio. However, the NPL ratiosNPLs for these portfolios improvedreduced in 20152016 in line with wider portfolio trends.

For full interest-only mortgages, of the £675mtotal £506m that was term expired at 31 December 2016, 92% continued to pay the interest due under the expired contract terms. Of the £822m that matured in 2015:2016:

£353m448m was subsequently repaid
none£nil was refinanced under normal credit terms
£45m39m was refinanced under forbearance arrangements
£277m335m remained unpaid and was classified as term expired at 31 December 2015.2016.

Of the total £429m that was term expired at 31 December 2015, 91% continued to pay the interest due under the expired contract terms.

For part interest-only, part repayment mortgages, of the £55m£64m that matured in 2015:2016:

£46m53m was subsequently repaid
£6mnil was refinanced under normal credit terms
£7m was refinanced under forbearance arrangements
£3m4m remained unpaid and was classified as term expired at 31 December 2015.2016.

Flexible mortgages let customers draw down extra funds at any time – up to a predefined limit. This means customers can change their monthly payments, or take payment holidays. These drawdowns are subject to the conditions that are outlined above. We also analyse the flexible loans portfolio to identify customers who might be using these facilities to self-forbear (such as regularly drawing down small amounts). If there is any sign that the credit risk has significantly increased, we reflect this in our provision calculations.

At 31 December 2015,2016, there were 113,232 (2014: 122,354)103,213 (2015: 113,232) flexible mortgage customers, with undrawn facilities of £6,608m (2014: £6,633m)£6,373m (2015: £6,608m) and a utilisation rate of 66% (2015: 68% (2014: 70%). The portfolio’s value weighted LTV (indexed) was 31% (2015: 32% (2014: 35%).

In 2015, good market conditions meant that ourAt 31 December 2016 the stock of PIPs decreased.of £35m (2015: £46m) remained low.

Portfolios of particular interest loans – forbearance(1)(2)

The main types of forbearance arrangements which started in 2016 and 2015 were:

      Interest-only(3)    Flexible      LTV >100%      Buy-to-let 

2016

              

Total value

     £322m    £56m            £9m 

Proportion of the total forbearance started in the year

     67%    12%            2% 

2015

              

Total value

     £290m    £60m            £8m 

Proportion of the total forbearance started in the year

     61%    13%            2% 

(1)The figures reflect the amount of forbearance in the year, regardless of whether any forbearance on the accounts before.
(2)Where a loan falls into more than one category, we have included it in all the categories that apply.
(3)Comprises full interest-only loans and part interest-only, part repayment loans.

2016 compared to 2015(unaudited)

The forbearance started in 2016 was higher than in 2015, broadly in line with the overall increases seen in flows into forbearance in 2016.

 

 

7464    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

Higher risk loans – forbearance(1)(2)(3)(4)

The main types of forbearance arrangements which started in 2015 and 2014 were:

      Interest-only(4)    Flexible       LTV >100%       Buy-to-let  

2015

              

Total value

    £290m     £60m              £8m  

Proportion of portfolio(5)

     61%     13%              2%  

2014

              

Total value

    £298m     £59m              £3m  

Proportion of portfolio(5)

     56%     11%              1%  

(1)Mortgages are included within the year that they were forborne.
(2)The figures by year reflect the amount of forbearance activity undertaken during the year irrespective of whether any forbearance activity has previously been undertaken on the forborne accounts.
(3)Where a loan exhibits more than one of the higher risk criteria, it is included in all the applicable categories.
(4)Comprises full interest-only loans and part interest-only, part repayment loans.
(5)Portfolio of total forbearance arrangements which commenced during the year.

2015 compared to 2014(unaudited)

The average monthly value of higher risk loans starting forbearance in 2015 was broadly stable.

Annual Report 2015

Risk review

    

 

VEHICLEBUSINESS BANKING, CONSUMER FINANCE AND OTHER UNSECURED FINANCELENDING

We provide vehiclebusiness banking, consumer finance and other unsecured finance for personal and business banking customers. This includes personal loans, credit cards business banking and bank account overdrafts.

Lending

We analyse movements in 20152016 and 20142015 in the tables below.

 

           Other unsecured                        Other unsecured        
     

Business

banking

£m

(2) 

 

 

   

Consumer
finance
£m
 
 
 
     

Personal
loans
£m
 
 
 
     

Credit
cards
£m
 
 
 
     

Overdrafts

    

£m

 

 

 

     

Total

    

£m

 

 

 

2016

                      

At 1 January

     2,413    6,290      2,201      2,834      536      14,274 

Net lending in the year(1)

     (86   474      28      (341     15      90 

At 31 December

     2,327    6,764      2,229      2,493      551      14,364 
    

Vehicle

consumer

finance

£m

     

Personal

loans

    

£m

     

Credit

cards

    

£m

     

Business

banking

    

£m

     

Overdrafts

    

    

£m

     

Total

    

    

£m

 

2015

                                              

At 1 January

     3,303       2,208       2,247       155       544       8,457       2,644    3,303      2,208      2,247      544      10,946 

Net lending in the year(1)

     526       (7)       587       (5)       (8)       1,093       (231   526      (7     587      (8     867 

Acquisitions

     2,461                                   2,461           2,461                        2,461 

At 31 December

     6,290       2,201       2,834       150       536       12,011       2,413    6,290      2,201      2,834      536      14,274 

(1) Includes consumer finance gross lending of £3,111m in 2016 (2015: £2,958m).

(2) Restated. For discussion see Note 46

Credit performance

(1) Includes consumer finance gross lending of £3,111m in 2016 (2015: £2,958m).

(2) Restated. For discussion see Note 46

Credit performance

   

   

 

                Other unsecured        

2014

                        

At 1 January

     3,145       2,016       1,679       151       543       7,534  

Net lending in the year(1)

     158       192       568       4       1       923  

At 31 December

     3,303       2,208       2,247       155       544       8,457  
     

Business

banking

£m

(6) 

 

 

   

Consumer
finance
£m
 
 
 
     

Personal
loans
£m
 
 
 
     

Credit
cards
£m
 
 
 
     

Overdrafts

    

£m

 

 

 

     

Total

    

£m

 

 

 

2016

                      

Loans and advances to customers of which:

     2,327    6,764      2,229      2,493      551      14,364 

Performing(1)

     2,216    6,682      2,188      2,422      501      14,009 

Early arrears

     3(2)    50      24      23      25      125 

NPLs(3)

     108    32      17      48      25      230 

Impairment loss allowances

     57    146      55      77      37      372 

NPL ratio(4)

                       1.60% 

Coverage ratio(5)

                            162% 

2015

                      

Loans and advances to customers of which:

     2,413    6,290      2,201      2,834      536      14,274 

Performing(1)

     2,254    6,217      2,157      2,771      483      13,882 

Early arrears

     4(2)    45      27      23      25      124 

NPLs(3)

     155    28      17      40      28      268 

Impairment loss allowances

     75    136      60      86      42      399 

NPL ratio(4)

                       1.88% 

Coverage ratio(5)

                            149% 

 

(1)Includes vehicle consumer finance gross lendingExcludes loans and advances to customers where the customer did not pay for between 31 and 90 days and NPLs.
(2)Excludes early arrears relating to small business customers transferred from our Commercial Banking segment in the fourth quarter of £2,958m in 2015 (2014: £1,609m).2016.

Credit performance

             Other unsecured        
      

Vehicle

consumer

finance

£m

     

Personal

loans

    

£m

     

Credit

cards

    

£m

     

Business

banking

    

£m

     

Overdrafts

    

    

£m

     

Total

    

    

£m

 

2015

                        

Loans and advances

     6,290       2,201       2,834       150       536       12,011  

Performing

     6,217       2,157       2,771       138       483       11,766  

In early arrears

     45       27       23       4       25       124  

NPLs(1)(2)

     28       17       40       8       28       121  

Impairment loss allowance

     136       60       86       14       42       338  

NPL ratio(2)

                         1.01%  

Coverage ratio(3)

                                        279%  

2014

                        

Loans and advances

     3,303       2,208       2,247       155       544       8,457  

Performing

     3,259       2,151       2,185       141       480       8,216  

In early arrears

     29       34       25       5       34       127  

NPLs(1)(2)

     15       23       37       9       30       114  

Impairment loss allowance

     93       76       73       14       46       302  

NPL ratio(2)

                         1.35%  

Coverage ratio(3)

                                        265%  

(1)(3)Banking and consumer credit lending is classified as non-performing in accordance with the definitions providedWe define NPLs in the ‘Credit risk management’ section.
(2)(4)NPLs as a %percentage of total loans and advances.advances to customers.
(3)(5)Total impairment loanImpairment loss allowances as a %percentage of NPL stock. Total loanNPLs. Impairment loss allowances relate to early arrears and performing assets (i.e. the IBNO provision) as well as accounts classified as NPL and henceNPLs, so the ratio exceeds 100%.
(6)Restated. For discussion see Note 46

20152016 compared to 20142015(unaudited)

Total lending increased by £3,554m or 42% in 2015, mainly drivenBusiness banking balances were flat, impacted by the start of the PSA cooperationeconomic uncertainty and resulting slowdown in February 2015.activity. NPLs decreased by 30% to £108m (2015: £155m).

Consumer finance balances increased 8% to £6,764m (2015: £6,290m), with higher retail loans and car dealer funding. Other unsecured lending balances which include personal loans, credit cards, business banking and overdrafts, increased 11% in line with the 1I2I3 World loyalty strategy.

In 2015, NPLs increased by £7m or 6% to £121m (2014: £114m) but the NPL ratio decreased by 34 basis points5% in an increasingly competitive market.

At 31 December 2016 forbearance across Business banking, Consumer finance and Other unsecured lending reduced by 16% to 1.01% (2014: 1.35%)£169m (2015: £200m). The decrease in the NPL ratio was due to asset growth, mainly through the PSA cooperation.

 

 

76Santander UK plc    65


Annual Report 2016

Risk review

Credit risk – other segments

Overview

In Commercial Banking, we offer loans, bank accounts, treasury services, invoice discounting, cash transmission, trade finance and asset finance.

In Global Corporate Banking, we are exposed to credit risk through lending and selling treasury products to large corporates, and through treasury market activities.

In Corporate Centre, exposures come from asset and liability management of our balance sheet and our non-core and Legacy Portfolios in run-off.

Credit risk management

In this section, we explain how we manage and mitigate credit risk.

Credit risk review

In this section, we analyse our credit risk exposures and how they are performing. We also focus on forbearance and portfolios of particular interest.

Our main portfolios are:

Commercial Banking

Global Corporate Banking

Corporate Centre

—   SME and mid corporate – banking, lending and treasury services principally to enterprises with an annual turnover up to £500m.

—   Commercial Real Estate – lending to UK customers, primarily on tenanted property assets, with a focus on the office, retail, industrial and residential sectors.

—   Social Housing – lending and treasury services for UK Housing Associations who own portfolios of residential real estate that is rented out.

—   Sovereign and Supranational – securities issued by local and central governments, and government guaranteed counterparties. We hold them for liquidity needs and short-term trading.

—   Large Corporate – loans and treasury products for large corporates to support their working capital and liquidity needs.

—   Financial Institutions – mainly derivatives, repurchase and reverse repurchase transactions (known as repos and reverse repos), and stock borrowing/lending.

—   Sovereign and Supranational – securities issued by local and central governments, and government guaranteed counterparties, held for liquidity needs.

—   Structured Products – There are two portfolios. The ALCO portfolio is high quality assets, chosen for diversification and liquidity. The Legacy Treasury asset portfolio is mainly asset-backed securities.

—   Derivatives – older total return swaps we held for liquidity, that we are running down.

—   Legacy Portfolios in run-off – assets from acquisitions that do not fit with our strategy. These include certain commercial mortgages.

—   Social Housing – older Social Housing loans that do not fit with our strategy.

OTHER SEGMENTS – CREDIT RISK MANAGEMENT

LOGOLOGO   

For more on our approach to credit

risk at a Santander UK group level,

see pages 45 to 46

In Commercial Banking, we classify a majority of our customers as non-standardised, but we also have SME customers, a high volume portfolio with smaller individual exposures that we mainly classify as standardised. In Global Corporate Banking and Corporate Centre, we classify all our customers as non-standardised. Non-standardised customer transactions are typically higher in value, and have more diverse credit characteristics than our standardised customer transactions.

We described how we manage credit risk on standardised customers in the previous section ‘Credit risk – Retail Banking’. We take the same approach to managing credit risk on standardised customers in Commercial Banking, Global Corporate Banking and Corporate Centre, except we do not use scorecards and credit reference agencies. In the rest of this section, we explain how we manage credit risk on our non-standardised customers.

1. Risk strategy and planning

For details of how we set risk strategy and plans, see the ‘Santander UK group level – credit risk management’ section. For treasury products, we take credit risk up to limits for each client. We control, manage and report risks on a counterparty basis, regardless of which part of our business takes the risk.

66    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

  Credit risk – Commercial Banking

Overview

We offer loans, bank accounts, treasury services, invoice discounting, cash transmission, trade finance and asset finance.

Credit risk management

In this section, we explain how we manage credit risk, including how we mitigate it.

Credit risk review

In this section, we analyse our credit risk exposures and how they are performing. We also focus on forbearance and higher risk loans. Our main portfolios are:

Mid-Corporate and SME – banking, lending and treasury services principally to enterprises with an annual turnover up to £500m.

Commercial Real Estate – commercial mortgages and treasury services for retail, office, and industrial projects for all phases of development, from land acquisition through construction.

Social Housing – lending and treasury services for UK Housing Associations who own portfolios of residential real estate that is rented out.

COMMERCIAL BANKING – CREDIT RISK MANAGEMENT

We classify most of our customers as non-standardised. Their transactions are for larger amounts of money, and have more diverse credit characteristics. We also have SME customers, a high volume portfolio with smaller individual exposures, that we mainly classify as standardised.

We described how we manage credit risk on standardised customers in the previous section ‘Credit risk – Retail Banking’. We take the same approach to managing credit risk on standardised customers in Commercial Banking, except we do not use scorecards and credit reference agencies.

In the rest of this section, we explain how we manage credit risk on non-standardised customers.

Risk strategy and planning

For details of how we set risk strategy and plans for Commercial Banking, see the ‘Santander UK group level – credit risk management’ section.

2. Assessment and origination

ManagingWe do a thorough risk assessment to make sure customers can meet their obligations before we approve a credit risk begins with lending responsibly. That means only lending to customers who:

Can afford to pay us back, even if things get tighter for them
Are committed to paying us back.

application. We do this mainly by assigning each customer a credit rating, using our internal rating scale (see ‘Credit quality’ in the ‘Santander UK group level – credit risk review’ section)). To do this, we look at the customer’s financial history and broader trends in the economy – backed up by the expert judgement of a risk analyst. We review our internal ratings at least every year.

We also assess the underlying risk of the transaction, taking into account any mitigating factors (see the table below)following tables) – and how it fits with our risk policies, limits and Risk Appetite, as set by the Board. We consider transactions in line with credit limits approved by the relevant credit authority. Our Executive Risk Control Committee is responsible for setting those limits, as well as reviewinglimits. In Global Corporate Banking and approvingCorporate Centre, a specialist analyst usually reviews a transaction at the highest value transactions.

Annual Report 2015

Riskstart and over its life. They base their review

on the financial strength of the client, its position in its industry, and its management strengths.

Credit risk mitigation

The types of credit risk mitigation, including collateral, across each of our portfolios is:are as follows.

Commercial Banking:

 

Portfolio

 

Description

  
Mid-Corporate

SME and SMEmid

corporate

 

Includes both secured and unsecured lending. We can use covenants (financial or non-financial) to support a customer’s credit rating. For example, we can set limits on how much they can spend or borrow, or how they operate as a business. We can take mortgage debentures as collateral. These are charges over a company’s assets. We can also take guarantees, but we do not treat them as collateral, and we do not put a cash value on them unless they are secured against something tangible.

a tangible asset. We base our lending decision on the customer’s trading cash flow. If they default, we will work with defaulted customers to consider debt restructuring options. We generally do not take control of their assets except as a last resort.when restructuring options have been exhausted or to protect our position in relation to third party claims. In this case, we might appoint an administrator.

We also lend against assets (like vehicles and equipment) and invoices for some of our customers. For assets, we value them before we lend. For invoices, we review the customer’s ledgers regularly and lend against debtors that meet agreed criteria. If the customer defaults, we repossess and sell their assets or call incollect on their invoices.

 

  

Commercial Real

Estate

 

We take a first legal charge on commercial property as collateral. The loan is subject to strict criteria, including the:

–    Condition,the property condition, age and location, of the property

–    Quality of the tenant

–    Terms quality, lease terms and length, ofand the lease

–    Experiencesponsor’s experience and creditworthiness of the sponsors.

creditworthiness. Before we agree the loan, we visit the property and get an independent professional valuation. This valuation assesses the property, the tenant and future demand (such as comparing the market rent to the current rent). Loan agreements typically allow us to get revaluations every 24 months, after that, or more frequently if it is likely that the covenants may be breached. We also view the property each year.

 

  
Social Housing 

We take a first legal charge on portfolios of residential real estate owned and let by UK Housing Associations as collateral. We re-valuerevalue this every three to five years (in line with industry practice), using the standard methods for property used for social housing.Social Housing. The value would be considerably higher if we based it on normal residential use. The value of the collateral is in all cases in excess ofmore than the loan balance. On average, the loan balance is 25% to 50% of the implied market value, using our LGD methodology. We have not had a default, loss or repossession on Social Housing.

Older Social Housing loans that do not fit our current business strategy are managed and reported in Corporate Centre.

 

Global Corporate Banking:

Portfolio

Description

Sovereign and

Supranational

In line with market practice, there is no collateral against these assets.
Large Corporate

Most of these loans and products are unsecured, but we attach covenants to our credit agreements. We monitor whether borrowers keep in line with them so we detect any financial distress early. We also have a small structured finance portfolio, where we hold legal charges over the assets we finance.

Financial Institutions

We use standard legal agreements to reduce credit risk on derivatives, repos and reverse repos, and stock borrowing/lending. We also hold collateral and trade through central counterparties (CCPs) to reduce risk.

Netting– We use netting agreements where they have legal force – mainly in the UK, the rest of Europe and the US. These mean that if a counterparty defaults, we can legally offset what we owe them and what they owe us, and settle the net amount. However, netting agreements often do not mean we can offset assets and liabilities for accounting purposes, as transactions are usually settled on a gross basis. In line with market practice, we use standard legal agreements. For derivatives, we use ISDA Master Agreements; for repos and reverse repos, we use Global Master Repurchase Agreements; and for stock borrowing/ lending and other securities financing, we use Global Master Securities Lending Agreements.

Collateral– We use the Credit Support Annex with the ISDA Master Agreement. This gives us collateral for our net exposures. The collateral can be cash, securities or equities. For stock borrowing/lending, and repos and reverse repos, it includes high quality liquid debt securities and highly liquid equities listed on major developed markets. For derivatives, it is cash or high quality liquid debt securities. We revalue our exposures and collateral every day and adjust the collateral to reflect any deficits or surpluses. We have processes for controlling how we value and manage collateral. This includes documentation reviews and reporting. Collateral has to meet our ‘collateral parameters’ policy. This controls the quality and how much of any one kind of collateral we can hold. That gives us confidence we will be able to cash in the collateral when a client defaults. We have these controls for both equities and debt securities. The collateral we hold for reverse repos is worth at least 100% of our exposure.

CCPs– These are intermediaries between a buyer and a seller – generally a clearing house. We use CCPs as a way to reduce counterparty credit risk in derivatives.

Santander UK plc    67


Annual Report 2016

Risk review

Corporate Centre:

Portfolio

Description

Sovereign and

Supranational

In line with market practice, there is no collateral against these assets.
Structured Products

These are our ALCO and Legacy Treasury asset portfolios. These assets are unsecured, but benefit from senior positions in the creditor hierarchy. Their credit rating reflects the over-collateralisation in the structure, and the assets that underpin their cash flows and repayment schedules. We use a detailed expected cash flow analysis to assess if there is any impairment.

We take into account the structure and assets backing each individual security. We set up an impairment loss allowance if we know an issuer has financial difficulties or they are not keeping to the terms of the contract.

Derivatives

We manage the risk on this portfolio in the same way as for the derivatives in Global Corporate Banking.

Legacy Portfolios in

run-off

We often hold collateral through a first legal charge over the underlying asset or cash.

We get independent third party valuations on fixed charge security like aircraft or ships in line with industry guidelines. We then decide if we need to set up an impairment loss allowance. To do that, we bear in mind:

–  The borrower’s ability to generate cash flow

–  The age of the assets

–  Whether the loan is still performing satisfactorily

–  Whether or not the reduction in value is likely to be temporary

–  Whether there are other ways to solve the problem.

Where a borrower gets into difficulty we look to dispose of the collateral, either with agreement or through the insolvency process. We do this as early as possible, to minimise any loss. We rarely take ownership of collateral.

Social Housing

We manage the risk on this portfolio in the same way as for the Social Housing portfolio in Commercial Banking.

3. Monitoring

We regularly monitor and report our credit risk by portfolio, segment, industry, location and customer. We give our Executive Risk Control Committee a detailed analysis of our credit exposures and risk trends every month. We also report our larger exposures and risks to the Board Risk Committee every month.

Our Watchlist

For non-standardised customers, we also use a Watchlist to help us identify potential problem debt early. Just because a customer is on our Watchlist does not always mean they have defaulted. It just means that something has happened that may make them more likely to default inhas increased the future.probability of default. There are several reasons we might put customers on this list. For example, if they suffer a downturn in trade, breach a covenant, lose a major contract, slip into early arrears, or their key management resign. Whatever the trigger, we review the case to assess the potential financial impact.

We classify Watchlist cases as:

Enhanced monitoringmonitoring:: for less urgent cases. If they are significant, we start to monitor them more often
Proactive managementmanagement:: for more urgent or serious cases. We may ask fortake steps to restructure debt including extending the term, taking more collateral, agreeagreeing a lower credit limit or seekseeking repayment of the loan.loan through refinancing or other means.

We assess cases on the Watchlist for impairment collectively, unless they are in the hands of our Restructuring & Recoveries team at which point we assess them individually. If a case becomes NPL, we take it off the Watchlist and assess it for impairment individually.

When a customer is put on the Watchlist,included in proactive management, we usually revaluereview the value of any collateral as part of working out what to do next. We also assess whether we need to set up an impairment loss allowance. This is based on the expected future cash flows and the value of the collateral compared to the loan balance. We also take into account any forbearance we offer (which we describe later on). This includes whether any extra security or guarantees are available, the likelihood of more equity and the potential to enhance value through asset management.

In Global Corporate Banking and Corporate Centre we monitor the credit quality of our portfolios of treasury products daily. We rarely take control of the collateral, except as a last resort.use both internal and third-party data to detect any potential credit deterioration.

 

 

7868    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

4. Arrears management

We identify problem debt by close monitoring, supported by our Watchlist process. When there is a problem, our relationship managers are the first to act, supported by the relevant credit risk expert. If a case becomes more urgent or needs specialist attention, and if it becomes NPL, we transfer it to our Restructuring & Recoveries team.

We tryaim to act before a customer actually defaults (to prevent it, if possible). The strategy we use depends on the type of customer, their circumstances and the level of risk. If all else fails or in extreme cases, we may decide to take legal action. We use restructuring and rehabilitation tools to try to help our customers find their own way out of financial difficulty and agree on a plan that works for both of us. We do not want to lose good customers, and when we help them through difficult times they are more likely to stay with us when things improve.

We tryaim to identify warning signs early by close monitoring of customers’ financial and trading data, checking to make sure they are not breaching any covenants, and by having regular dialogue with them. Once a month, we hold Watchlist meetings to agree a strategy for each portfolio. Our Restructuring & Recoveries team attend these meetings, and we may hand over more serious cases to them that have become urgent or serious.them.

Forbearance

If a customer is having financial difficulty, we always try to come to an arrangementwill work with them before they actually default.default to see if the difficulty can be addressed through forbearance. Their problems might be clear from the results of covenant testing, reviews of trading and other data they give us under the terms of their loan or as part of our ongoing conversations with them.

We may offer the following types of forbearance. We only do this if our assessments indicate the customer can meet the revised payments:

 

Action

 

Description

  
Term extension 

We can extend the term of the loan, making each payment smaller.loan. At a minimum, we expect the customer to be able to pay the interest in the short-term and have a realistic chance of repaying the full balance in the long-term.

 

We may offer this option if the customer is up-to-date with their payments, but showing signs of financial difficulties. We may also offer this option where the loan is about to mature and near-term refinancing is not possible on market terms.

 

  
Interest-only 

We can agree to let a customer pay only the interest on the loan for a short time – usually less than a year. We only agree to this if we believe their financial problems are temporary and they are going to recover.

 

After the interest-only period, we expect the customer to go back to making full payments of interest and capital once they are in a stronger financial position. We regularly look at the customer’s financial situation to see when they can afford to do that.

 

  

Other payment

rescheduling (including

(including

capitalisation)

 

If a customer is having cash flow issues, we may agree to lower or stop their payments until they have had time to recover. We may:

 

–  Reschedule payments to better match the customers’ cash flow – for example if the business is seasonal

 

–  Provide a temporary increase in facilities to cover peak demand ahead of the customer’s trading improving.

 

We might do this by adding their arrears to their loan balance (we call this arrears capitalisation) or drawing from an overdraft.

We may also offer other types of forbearance, including providing new facilities, interest rate concessions, seasonal profiling and interest roll-up.

In rare cases, we agree to forgive or reduce part of the debt. For larger companies this could include debt-for-equity swaps, where we agree to exchange some of the debt for equity in the borrower. We only do this when their balance sheet is materially over-leveraged but we think the business can be turned around. We only tend to do this if the borrower raises new cash equity, puts in place a turnaround plan, and we believe that management can deliver their strategy.

The book value of the converted debt is written off and, to begin with, the value of the equity is held at zero. We reassess it regularly in line with the borrower’s performance.

 

When we agree to any of these solutions with a customer,forbearance, we report the account as forborne. We also review our loanimpairment loss allowances for them. Many of theseThese accounts may stay in our performing portfolio but we report them separately from other performing accounts as forborne. We classify a loan as forborne until it is fully repaid.

If an account is performing when we agree forbearance we usually classify it as sub-standard. Once we seeand there is clear evidence that the customer is consistently meeting their new terms and the risk profile has improved,is improving, we may reclassifyclassify the loan as fully performing. If an account is in NPL when we agree forbearance, we keep it in the NPL category. Once we see that the customer is consistently meeting the new terms (usually for at least three months), we reclassify the loan as performing.

We assess our loan loss allowances regularly and have them independently reviewed. We look at a number of factors, including the:

Cash flow available to service debt
Value of collateral, based on third-party professional valuations.

 

 

Santander UK plc    69


Annual Report 20152016

Risk review

 

 

    

 

Other forms of debt management

WeWhen customers are in financial difficulty we can also manage debt in other ways, depending on the facts of the specific case:

 

Action

 

Description

  

Waiving or changing

covenants

 

If a borrower breaks a covenant, we can either waive it or change it, taking their latest and future financial position into account. We may also add a condition that they muston the use all theirof any surplus cash (after operating costs) to pay down their debt to us.

  

Asking for more

collateral or

guarantees

 

If a borrower has unencumbered assets, we may accept them as new or extra collateral in return for betterrevised financing terms. We may also take a guarantee from other companies in the same group and/or major shareholders. We only do this where we believe the guarantor will be able to meet their commitment.

  
Asking for more equity 

Where a borrower can no longer pay the interest on their debt, we may accept fresh equity capital from new or existing investors to change the capital structure in return for better terms on the existing debt.

 

5. Debt recovery

Consensual arrangements

Where we cannot find a solution like any of the ones we describe above, we may look for an exit. WeIf circumstances permit, we aim to do this by agreeing with the borrower tothat they will sell some or all of their assets on a voluntary basis before they become insolvent. We may alsoor agree to give them time to refinance their debt with another lender.

Enforcement and recovery

Where we cannot find a way forward or reach a consensual arrangement, we may try to recover what we are owedconsider recovery options. This can be through:

The insolvency process
Selling offEnforcing over any collateral
Selling the debt on the secondary market.market
Considering other legal action available to recover what we are owed from debtors and guarantors.

If there is a shortfall, we raise a loanwrite it off against the impairment loss allowance and write it offheld, once the sale has gone through.

80  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

COMMERCIAL BANKING – CREDIT RISK REVIEW

In Commercial Banking, credit risk arisescertain very rare instances we may act as mortgagee in possession of assets held as collateral against non-performing commercial lending. In such cases the assets are carried on asset balancesour balance sheet and off-balance sheet transactions such as credit facilities or guarantees. As a result, committed exposures are typically higher than asset balances.

Commercial Banking – committed exposures

Rating distribution

These tables show our credit risk exposureclassified according to our internal rating scale (see the ‘Credit quality’ section) for each portfolio. On this scale, the higher the rating, the better the quality of the counterparty.

      

Mid Corporate
and SME

£m

     Commercial
Real Estate
£m
     Social
Housing
£m
     

Total

    

£m

 

2015

                

9

     14              970       984  

8

     116       1       892       1,009  

7

     335       659       257       1,251  

6

     2,440       5,555       50       8,045  

5

     4,396       3,486              7,882  

4

     4,214       574              4,788  

1 to 3

     536       215              751  

Other(1)

     292       56              348  
      12,343       10,546       2,169       25,058  

2014

                

9

     109       1       378       488  

8

     402       288       611       1,301  

7

     489       579       234       1,302  

6

     1,883       4,670       60       6,613  

5

     3,653       3,695              7,348  

4

     3,735       517              4,252  

1 to 3

     571       222              793  

Other(1)

     353       86              439  
      11,195       10,058       1,283       22,536  

(1)Consists of smaller exposures mainly in the commercial mortgages portfolio. We use scorecards for them, instead of a rating model.

Annual Report 2015

Risk review

Geographical distribution

We classify geographical location according to country of risk – in other words, the country where each counterparty has its main business activity or assets. If our clients have operations in many countries, we use their country of incorporation.

      

Mid Corporate
and SME

£m

     Commercial
Real Estate
£m
     Social
Housing
£m
     

Total

    

£m

 

2015

                

UK

     12,269       10,546       2,169       24,984  

Peripheral eurozone

     25                     25  

Rest of Europe

     47                     47  

US

                            

Rest of world

     2                     2  
      12,343       10,546       2,169       25,058  

2014

                

UK

     11,110       10,058       1,283       22,451  

Peripheral eurozone

     17                     17  

Rest of Europe

     42                     42  

US

                            

Rest of world

     26                     26  
      11,195       10,058       1,283       22,536  

2015 compared to 2014(unaudited)

Our lending to customers has grown consistently since 2008, and we continue to operate within our prudent Risk Appetite. At 31 December 2015, 99% (2014: 99%) of our portfolio was with UK counterparties.

In 2015, our committed exposures increased by £2.5bn or 11% to £25.1bn. Our Mid Corporate and SME exposures grew by 10% to £12.3bn in 2015, maintaining a positive momentum despite an increasingly competitive market that was contracting for much of the year. Our Commercial Real Estate portfolio increased by 5% to £10.5bn with new business levels more than offsetting repayments.

Our Social Housing portfolio increased by 69% to £2.2bn, driven by refinancing of longer-dated loans previously managed in Corporate Centre onto shorter maturities and on current market terms.

Commercial Banking – credit risk mitigation

At 31 December 2015, the collateral we held against impaired loans was 43% (2014: 50%) of the carrying amount of the impaired loan balances.

82  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

Commercial Banking – credit performance

We monitor exposures that show potentially higher risk characteristics using our Watchlist process (described in ‘Risk monitoring’ in the ‘Credit risk management’ section). The table below shows the exposures we monitor, and those we classify as non-performing by portfolio at 31 December 2015 and 2014:

      

Mid Corporate
and SME

£m

     

Commercial

Real Estate

£m

     Social
Housing
£m
     

Total

    

£m

 

2015

                

Total Committed Exposure of which:(1)

     12,343       10,546       2,169       25,058  

– Performing (Non-Watchlist)

     10,617       10,083       2,162       22,862  

– Watchlist: Enhanced Monitoring

     969       150       7       1,126  

– Watchlist: Proactive Management

     341       123              464  

– Non-performing exposure(2)

     416       190              606  

Total impaired exposure of which:

     416       190              606  

– Performing

                            

– Non-performing(2)

     416       190              606  

Total Observed impairment loss allowances of which:

     162       56              218  

– Performing

                            

– Non-performing(2)

     162       56              218  

IBNO(3)

                 42  

Total impairment loss allowance

                          260  

2014

                

Total Committed Exposure of which:(1)

     11,195       10,058       1,283       22,536  

– Performing (Non-Watchlist)

     9,683       9,229       1,253       20,165  

– Watchlist: Enhanced Monitoring

     741       483       30       1,254  

– Watchlist: Proactive Management

     371       63              434  

– Non-performing exposure(2)

     400       283              683  

Total impaired exposure of which:

     411       283              694  

– Performing

     11                     11  

– Non-performing(2)

     400       283              683  

Total Observed impairment loss allowances of which:

     158       99              257  

– Performing

     4                     4  

– Non-performing(2)

     154       99              253  

IBNO(3)

                 48  

Total impairment loss allowance

                          305  

(1)Includes committed facilities and derivatives. We define ‘Enhanced Monitoring’ and ‘Proactive Management’ in the ‘Risk monitoring‘ section.
(2)Non-performing exposure includes committed facilities and derivative exposures. So it can be bigger than the NPLs in the table on page 84 which only include drawn balances.
(3)Allowance for incurred but not observed (IBNO) losses as described in Note 1 to the Consolidated Financial Statements.

Annual Report 2015

Risk review

Non-performing loans and advances(1)(2)

We analyse Commercial Banking NPLs below:

      

2015

£m

     

2014

£m

 

Loans and advances to customers of which:(2)

     20,943       18,637  

NPLs(3)

     586       664  

Impairment loan loss allowances

     260       305  
      %       %  

NPL ratio(4)

     2.80       3.56  

Coverage ratio(5)

     44       46  

(1)We define NPLs in the ‘Credit risk management’ section.
(2)Include Social Housing loans and finance leases.
(3)All NPLs are in the UK and continue accruing interest. The balances include interest we have charged to the customer’s account. They do not include accrued interest we have not charged to the account yet.
(4)NPLs as a percentage of loans and advances.
(5)Impairment loan loss allowances as a percentage of NPLs.

We analyse NPL movements in 2015 below. ‘Entries’ are loans which we have classified as NPLs in the year. ‘Exits (including repayments)’ are the part of loans that has been repaid (in full or in part), plus loans that returned to performing status. ‘Write-offs’ are the unrecovered part of loans where we have exhausted recovery options, including realising any collateral. Forbearance does not change the NPL status.

LOGO

2015 compared to 2014(unaudited)

In our Mid Corporate and SME portfolio, exposures subject to enhanced monitoring increased by £228m. This increase was spread across a number of borrowers and sectors and was partially offset by a decrease of £30m in exposures subject to proactive management.

In our Commercial Real Estate portfolio, exposures subject to enhanced monitoring decreased by £333m, driven by successful refinancing and repayments. Exposures subject to proactive management increased by £60m, driven by a single legacy case against which we are adequately secured.

At 31 December 2015, only £7m (0.3%) of our Social Housing portfolio exposures were subject to enhanced monitoring (2014: £30m and 2.3%).

NPLs reduced slightly to £586m at 31 December 2015 (2014: £664m) with lower levels of new entries due to the improved trading performance of borrowers.

The NPL ratio decreased to 2.80% at 31 December 2015 (2014: 3.56%), with credit quality remaining strong. The improvement in the NPL ratio was driven by the NPL reductions above, and an overall increase in loans and advances to customers.

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Conduct risk

Other key risks

Commercial Banking – forbearance

We only make forbearance arrangements for lending to customers. We have not needed to make any forbearance arrangements with our Social Housing counterparties.

Forbearance started in the year(1)

The exposures that entered forbearance in 2015 and 2014 were:

      2015        2014 
      

Mid Corporate

and SME

£m

     

Commercial

Real Estate

£m

     

        Total

    

£m

        

Mid Corporate

and SME

£m

     

Commercial

Real Estate

£m

     

        Total

    

£m

 

Term extension

     32       4       36        23       78       101  

Interest-only

     82       15       97        37       14       51  

Other payment rescheduling

     59       34       93         123       27       150  
      173       53       226         183       119       302  

(1)The figures reflect the forbearance activity in the year, regardless of whether there was any forbearance on the accounts before.

Forbearance total position

a) Performance when they entered forbearance

The exposures at 31 December 2015 and 2014, analysed by their payment status when they entered forbearance and the forbearance we applied, were:

      Term
extension
£m
     Interest-only
£m
     Other payment
rescheduling
£m
     

Total

    

£m

     Impairment
allowance
£m
 

2015(1)

                    

Forbearance of NPL

     4       46       42       92       35  

Forbearance of Non-NPL

     163       261       189       613       111  
      167       307       231       705       146  

2014(1)

                    

Forbearance of NPL

     37       13       8       58       16  

Forbearance of Non-NPL

     234       318       187       739       124  
      271       331       195       797       140  

(1)We base forbearance type on the first forbearance we applied. Tables only show accounts that were open at the year-end.

b) Performance at the year-end

The exposures at 31 December 2015 and 2014 analysed by their payment status at the year-end and the forbearance we applied were:

      Term
extension
£m
     Interest-only
£m
     Other payment
rescheduling
£m
     

Total

    

£m

     Impairment
allowance
£m
 

2015(1)

                    

Non-performing

     95       169       141       405       144  

Performing

     72       138       90       300       2  
      167       307       231       705       146  

Proportion of portfolio

     0.7%       1.2%       0.9%       2.8%         

2014(1)

                    

Non-performing

     154       132       103       389       136  

Performing

     117       199       92       408       4  
      271       331       195       797       140  

Proportion of portfolio

     1.2%       1.5%       0.9%       3.5%         

(1)We base forbearance type on the first forbearance we applied. Tables only show accounts that were open at the year-end.

Annual Report 2015

Risk review

This data may be analysed by portfolio, as follows:

Mid Corporate and SME

      Term
extension
£m
     Interest-only
£m
     Other payment
rescheduling
£m
     

Total

    

£m

     Impairment
allowance
£m
 

2015(1)

                    

Non-performing

     20       140       116       276       108  

Performing

     22       79       85       186       1  
      42       219       201       462       109  

Proportion of Mid Corporate and SME portfolio

     0.3%       1.8%       1.6%       3.7%         

2014(1)

                    

Non-performing

     26       92       97       215       84  

Performing

     28       79       85       192       4  
      54       171       182       407       88  

Proportion of Mid Corporate and SME portfolio

     0.5%       1.5%       1.6%       3.6%         

 

(1)  We base forbearance type on the first forbearance we applied. Tables only show accounts that were open at the year-end.

 

Commercial Real Estate

 

     

  

      Term
extension
£m
     Interest-only
£m
     Other payment
rescheduling
£m
     

Total

    

£m

     Impairment
allowance
£m
 

2015(1)

                    

Non-performing

     75       29       25       129       36  

Performing

     50       59       5       114       1  
      125       88       30       243       37  

Proportion of Commercial Real Estate portfolio

     1.2%       0.8%       0.3%       2.3%         

2014(1)

                    

Non-performing

     128       40       6       174       52  

Performing

     89       120       7       216         
      217       160       13       390       52  

Proportion of Commercial Real Estate portfolio

     2.2%       1.6%       0.1%       3.9%         

(1)We base forbearance type on the first forbearance we applied. Tables only show accounts that were open at the year-end.

2015 compared to 2014(unaudited)

The forbearance started in 2015 was lower than in 2014, with a significant reduction in our Commercial Real Estate portfolio as the credit quality continued to improve.

The cumulative forbearance stock decreased at 31 December 2015, as cases from older vintages in our Commercial Real Estate portfolio continue to work their way through the forbearance process (see the ‘Higher risk loans and other segments of particular interest’ section) and fewer cases entered forbearance. In our Mid Corporate and SME portfolio, the cases are newer and it will therefore take longer for them to exit. The accounts in forbearance as a percentage of the portfolio continued to decrease to 2.8% at 31 December 2015 (2014: 3.5%).

At 31 December 2015, 87% (2014: 93%) of total forborne exposure entered forbearance before default. At 31 December 2015, 43% (2014: 51%) of total forborne exposure was keeping to the forbearance terms showing that much of the action had been effective. The remaining cases moved to NPL despite the forbearance.

Debt-for-equity swaps

We also had £10m (2014: £10m) of equity securities that arose from debt-for-equity swaps at 31 December 2015.

86  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

HIGHER RISK LOANS AND OTHER SEGMENTS OF PARTICULAR INTEREST

The Commercial Real Estate market has experienced a challenging environment in the years following the financial crisis and has seen regular cyclical downturns. In particular, Commercial Real Estate loans originated before 2009 are a segment of relatively higher risk.

Higher risk loans – credit performance

We analyse Commercial Real Estate non-performing exposures and weighted average LTVs at 31 December 2015 and 2014 between loans originated before 2009 and afterwards below:

      2015        2014 
     Original vintage             Original vintage       
      

Pre-2009

    

     

2009

onwards

     

Total

    

        

Pre-2009

    

     

2009

onwards

     

Total

    

 

Total committed exposure

     £876m       £9,670m       £10,546m        £1,288m       £8,770m       £10,058m  

Non-performing exposure ratio

     16.6%       0.5%       1.8%        18.3%       0.5%       2.7%  

Weighted average LTV

     61%       51%       52%         66%       52%       54%  

2015 compared to 2014(unaudited)

At 31 December 2015, 77% (2014: 85%) of the non-performing exposures were pre-2009 loans. The pre-2009 loans were written on market terms at that time which, compared to more recent times, included higher original LTVs, lower interest coverage and exposure to development or letting risk. After the significant downturn in the Commercial Real Estate market in 2008 and 2009, some of these customers suffered financial stress. This meant they were unable to meet the contractual payment terms, comply with covenants, or achieve refinancing/repayment at maturity. As a result, the pre-2009 sub-portfolio has experienced higher non-performing rates.

In light of the market deterioration, we significantly tightened our lending criteria from 2009 onwards. We reduced the maximum acceptable LTV and avoided loans with significant letting or development risks. At 31 December 2015, loans with material letting or development risks were only 4% (2014: 4%) of the total Commercial Real Estate portfolio. As a result, the sub-portfolio of loans originating from 2009 onwards continues to perform significantly better than the pre-2009 sub-portfolio. At 31 December 2015, the pre-2009 sub-portfolio was 8% (2014: 13%) of the total Commercial Real Estate portfolio.

Higher risk loans – sector analysis

Sector

    2015
%
     2014
%
 

Office

     26       22  

Retail

     22       23  

Industrial

     16       16  

Residential

     12       13  

Mixed use

     13       12  

Student accommodation

     3       3  

Hotels and leisure

     5       6  

Other

     3       5  
      100       100  

The Commercial Real Estate portfolio was well diversified by sector at 31 December 2015 and 2014.

Annual Report 2015

Risk review

Higher risk loans – LTV analysis

The table below shows the LTVs of loans at 31 December 2015 and 2014. The LTVs are shown for the non-standardised portfolio (see the ‘Credit risk management’ section), which at £8.7bn was 83% of the total Commercial Real Estate portfolio at 31 December 2015 (2014: £8.7bn representing 86%). The rest of the portfolio consists of smaller value transactions, mainly commercial mortgages. These loans have not been included below.

      2015        2014 
      

Stock

%

     

New business

%

        

Stock

%

     

New business

%

 

Up to 50%

     40       42        33       31  

50% to 60%

     40       42        39       49  

60% to 70%

     17       16        21       20  

70% to 80%

     2               4         

80% to 90%

     1               1         

90% to 100%

                    1         

>100% i.e. negative equity

                     1         
      100       100         100       100  

2015 compared to 2014(unaudited)

At 31 December 2015, the LTV profile of the portfolio remained conservative with 80% (2014: 72%) of the portfolio at or below 60% LTV. This reflects the vintage of the portfolio as 92% (2014: 87%) was originated in 2009 or later. Most higher LTV deals are older deals still in the portfolio.

In 2015, no new business was written above 70% LTV, and 84% was written at or below 60% LTV.

At 31 December 2015, the average LTV, weighted by exposure, was 52% (2014: 54%). The weighted average LTV of new deals in 2015 was 52% (2014: 52%).

Higher risk loans – refinancing risk

As part of our annual review process, for Commercial Real Estate loans approaching maturity, we look at the prospects of refinancing the loan on current market terms and applicable credit policy. We also look at other aspects (such as covenant compliance) which could mean we have to put the case on the Watchlist. In addition, if we do not receive an acceptable refinancing proposal six months before the loan matures, we put it on the Watchlist.

At 31 December 2015, Commercial Real Estate loans of £1,471m (2014: £1,342m) were due to mature within 12 months. Of these, £144m, i.e. 10% (2014: £139m, i.e. 10%) had an LTV ratio higher than is acceptable under our current credit policy. £139m of this (2014: £139m) had been put on the Watchlist or recorded as NPL and had an impairment loss allowance of £20m (2014: £40m).

88  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

  Credit risk – Global Corporate Banking

Overview

We are exposed to credit risk through lending and selling treasury products to large corporates, and through treasury markets activities.

Credit risk management

In this section, we explain how we manage credit risk, including how we mitigate it.

Credit risk review

In this section, we analyse our credit risk exposures and how they are performing. We also focus on forbearance. Our main portfolios are:

Sovereign and Supranational – securities issued by local and central governments, and government-guaranteed counterparties. We hold them for liquidity needs and short-term trading.

Large Corporate – loans and treasury products for large corporates to support their working capital and liquidity needs.

Financial Institutions – mainly derivatives, repurchase and reverse repurchase transactions (known as repos and reverse repos), and stock borrowing/lending.

GLOBAL CORPORATE BANKING – CREDIT RISK MANAGEMENT

We classify our customers as non-standardised. Their transactions are for larger amounts of money, and have more diverse credit characteristics. We are exposed to credit risk through lending, selling treasury products, and treasury markets activities.

We set out how we manage credit risk on lending to non-standardised customers in the section ‘Credit risk – Commercial Banking’. We take the same approach in Global Corporate Banking.

In the rest of this section, we set out how we manage credit risk on treasury products and treasury markets activities where it differs from our approach for lending.

Risk strategy and planning

We take credit risk on treasury products up to limits for each client. We control, manage and report risks on a counterparty basis, regardless of which part of our business takes the risk – Global Corporate Banking or Corporate Centre.

Assessment and origination

A specialist analyst usually reviews a transaction at the start and over its life. They base their review on the financial strength of the client, its position in its industry, and its management strengths.

Monitoring

We monitor the credit quality of our portfolios of treasury products daily. We use both internal and third-party data to detect any potential credit deterioration.

Forbearance

We have not entered into forbearance on our treasury markets activities.accounting policies.

Risk measurement and control

We measure the credit risk on treasury products by adding their potential future exposure to market movements over their lives to their fair value. Then we add it to any other exposure and measure the total against our credit limits for each client.

Annual Report 2015

Risk review

Credit risk mitigation

The typesWe assess our impairment loss allowances regularly and have them independently reviewed. We look at a number of credit risk mitigation,factors, including collateral, across each of our portfolios are:

the:

Cash flow available to service debt
    PortfolioDescription

Sovereign and Supranational

In line with market practice, there is no collateral against these assets.
Large Corporate

Most of these loans and products are unsecured, but we attach covenants to our credit agreements. We monitor whether borrowers keep in line with them so we detect any financial distress early. Includes a small structured finance portfolio, where we hold legal charges over the assets we finance.

Financial Institutions

We use standard legal agreements to reduce credit risk on derivatives, repos and reverse repos, and stock borrowing/lending. We also hold collateral and trade through central counterparties (CCPs) to reduce risk.

Netting – We use netting agreements where they have legal force – mainly in the UK, the rest of Europe and the US. These mean that if a counterparty defaults, we can legally offset what we owe them and what they owe us, and settle the net amount. However, netting agreements often do not mean we can offset assets and liabilities for accounting purposes, as transactions are usually settled on a gross basis.

In line with market practice, we use standard legal agreements:

–    Derivatives: ISDA Master Agreements

–    Repos and reverse repos: Global Master Repurchase Agreements

–    Stock borrowing/lending and other securities financing: Global Master Securities Lending Agreements.

Collateral– We use the Credit Support Annex with the ISDA Master Agreement. This gives us collateral for our net exposures. The collateral can be cash, securities or equities:

–    For stock borrowing/lending, and repos and reverse repos, it includes high-quality liquid debt securities and highly liquid equities listed on major developed markets

–    For derivatives, it is cash or high quality liquid debt securities.

We revalue our exposures and collateral every day and adjust the collateral to reflect any deficits or surpluses.

We have processes for controlling how we value and manage collateral. This includes documentation reviews and reporting. Collateral has to meet our ‘collateral parameters’ policy. This controls the quality and how much of any one kindValue of collateral, we can hold. That gives us confidence we will be able to cash in the collateral when a client defaults. We have these controls for both equities and debt securities.

The collateral we hold for reverse repos (including securities financing) is worth at least 100% of our exposure.

CCPs – These are intermediaries between a buyer and a seller – generally a clearing house. We use CCPs as a way to reduce counterparty credit risk in derivatives.

based on third-party professional valuations.

 

 

9070    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

GLOBAL CORPORATE BANKINGOTHER SEGMENTS – CREDIT RISK REVIEW

In Global Corporate Banking, creditCredit risk arises on asset balances and off-balance sheet transactions such as credit facilities or guarantees. That meansAs a result, committed exposures are typically higher than asset balances. But in the

However, committed exposures tables below, wecan be smaller than the asset balances on the balance sheet due to netting. We show Sovereigns and Supranationals net of short positions. They also include Sovereignpositions and Supranational exposures that form part of our liquidity management strategy, managed by Short Term Markets on behalf of Corporate Centre.

Large Corporate reverse repurchase agreement exposures are shown net of repurchase agreement liabilities and include OTC derivatives. As a result,In addition, the committed exposures can be smaller than the asset balances on the balance sheet.

The derivative and other treasury product exposures (which are classified as ‘Financial Institutions’) shown are also typically lower than the asset balances. This is because we show our overall risk exposure which takes into account our procedures to mitigate credit risk. The asset balances on our balance sheet only reflect the more restrictive netting permitted by IAS 32.

Global Corporate BankingOther segments credit risk – committed exposures

Rating distribution

These tables show our credit risk exposure according to our internal rating scale (see the ‘Credit quality’ in the ‘Santander UK group level – credit risk review’ section) for each portfolio. On this scale, the higher the rating, the better the quality of the counterparty.

 

      

Sovereign and

Supranational

£m

     

Large

Corporate

£m

     

Financial

Institutions

£m

     

Total

    

£m

 

2015

                

9

     889       3       266       1,158  

8

     2,889       1,769       3,811       8,469  

7

     789       5,963       2,982       9,734  

6

            8,351       446       8,797  

5

            3,823       10       3,833  

4

            123              123  

1 to 3

            32              32  

Other

                            
      4,567       20,064       7,515       32,146  

2014

                

9

     2,679       20       210       2,909  

8

     4,079       1,631       3,229       8,939  

7

     928       4,444       2,928       8,300  

6

            8,361       220       8,581  

5

            3,146       79       3,225  

4

            56              56  

1 to 3

            155       103       258  

Other

                            
      7,686       17,813       6,769       32,268  
    

9

(AAA to

AA-)

£m

 

 

 

 

   

8

      (A+ to A)

    

£m

 

 

 

 

   

7

          (A- to

BBB+)

£m

 

 

 

 

   

6

      (BBB to

BBB-)

£m

 

 

 

 

   

5

      (BB+ to

BB-)

£m

 

 

 

 

   

4

      (B+ to B)

    

£m

 

 

 

 

   

1 to 3

      (B- to D)

    

£m

 

 

 

 

   

          Other

    

    

£m

(1) 

 

 

 

  

          Total

    

    

£m

 

 

 

 

2016

                 

Commercial Banking

                 

SME and mid corporate

   22    112    344    2,826    4,219    3,142    533    130   11,328 

Commercial Real Estate

           302    5,852    2,754    498    118    1   9,525 

Social Housing

   1,355    1,499    215                       3,069 
    1,377    1,611    861    8,678    6,973    3,640    651    131   23,922 

Global Corporate Banking

                 

Sovereign and Supranational

   1,025    3,111    977                       5,113 

Large Corporate

   204    2,028    5,347    9,493    4,296    56    75    1   21,500 

Financial Institutions

   439    3,877    2,913    597    49               7,875 
    1,668    9,016    9,237    10,090    4,345    56    75    1   34,488 

Corporate Centre

                 

Sovereign and Supranational

   34,474                               34,474 

Structured Products

   1,597    1,755    654                       4,006 

Derivatives

       175    312                       487 

Legacy Portfolios in run-off(2)

   2    1    5    540    215    69    63    480   1,375 

Social Housing

   3,313    2,707    548    43                   6,611 
    39,386    4,638    1,519    583    215    69    63    480   46,953 

2015

                 

Commercial Banking

                 

SME and mid corporate(3)

   14    115    330    2,505    4,167    3,235    361    147   10,874 

Commercial Real Estate(3)

           656    5,236    3,118    459    186    27   9,682 

Social Housing

   970    892    257    50                   2,169 
    984    1,007    1,243    7,791    7,285    3,694    547    174   22,725 

Global Corporate Banking

                 

Sovereign and Supranational

   889    2,889    789                       4,567 

Large Corporate

   3    1,769    5,963    8,351    3,823    123    32       20,064 

Financial Institutions

   266    3,811    2,982    446    10               7,515 
    1,158    8,469    9,734    8,797    3,833    123    32       32,146 

Corporate Centre

                 

Sovereign and Supranational

   24,153                               24,153 

Structured Products

   1,437    1,394    761                       3,592 

Derivatives

       484    268    21                   773 

Legacy Portfolios in run-off(2)

       1    6    702    164    146    84    596   1,699 

Social Housing

   3,423    2,940    1,072    213                   7,648 
    29,013    4,819    2,107    936    164    146    84    596   37,865 

(1)Consists of smaller exposures mainly in the commercial mortgage portfolio. We use scorecards for them, instead of a rating model.
(2)Consists of commercial mortgages and residual structured and asset finance loans (shipping, aviation, and structured finance).
(3)Restated. For discussion see Note 46

 

 

Santander UK plc    71


Annual Report 20152016

Risk review

 

 

    

 

Geographical distribution

We classify geographical location according to country of risk – in other words, the country where each counterparty has its main business activity or assets unless there is a full risk transfer guarantee in place, in which case we use the guarantor’s country of domicile instead. If our clients have operations in many countries, we use their country of incorporation.

 

      

Sovereign and

Supranational

£m

     

Large

Corporate

£m

     

Financial

Institutions

£m

     

Total

    

£m

 

2015

                

UK

            16,858       3,647       20,505  

Peripheral eurozone

     789       762       775       2,326  

Rest of Europe

     872       1,926       1,170       3,968  

US

            171       1,277       1,448  

Rest of world

     2,906       347       646       3,899  
      4,567       20,064       7,515       32,146  

2014

                

UK

     850       15,054       3,197       19,101  

Peripheral eurozone

     928       649       967       2,544  

Rest of Europe

     1,716       1,741       916       4,373  

US

     2       30       1,331       1,363  

Rest of world

     4,190       339       358       4,887  
      7,686       17,813       6,769       32,268  
    

UK

    

£m

   

          Peripheral

eurozone

£m

   

              Rest of

Europe

£m

   

                US

    

£m

   

          Rest of

World

£m

   

              Total

    

£m

 

2016

            

Commercial Banking

            

SME and mid corporate

   11,188    18    65    57        11,328 

Commercial Real Estate

   9,525                    9,525 

Social Housing

   3,069                    3,069 
    23,782    18    65    57        23,922 

Global Corporate Banking

            

Sovereign and Supranational

   332    977    666        3,138    5,113 

Large Corporate

   17,793    815    2,541    73    278    21,500 

Financial Institutions

   4,282    582    1,047    1,175    789    7,875 
    22,407    2,374    4,254    1,248    4,205    34,488 

Corporate Centre

            

Sovereign and Supranational

   26,693        1,569    4,770    1,442    34,474 

Structured Products

   1,352    5    1,524        1,125    4,006 

Derivatives

   312        12    163        487 

Legacy Portfolios in run-off

   1,205                170    1,375 

Social Housing

   6,611                    6,611 
    36,173    5    3,105    4,933    2,737    46,953 

2015

            

Commercial Banking

            

SME and mid corporate(1)

   10,800    25    47        2    10,874 

Commercial Real Estate(1)

   9,682                    9,682 

Social Housing

   2,169                    2,169 
    22,651    25    47        2    22,725 

Global Corporate Banking

            

Sovereign and Supranational

       789    872        2,906    4,567 

Large Corporate

   16,858    762    1,926    171    347    20,064 

Financial Institutions

   3,647    775    1,170    1,277    646    7,515 
    20,505    2,326    3,968    1,448    3,899    32,146 

Corporate Centre

            

Sovereign and Supranational

   19,354        1,093    2,526    1,180    24,153 

Structured Products

   1,202    2    1,546    50    792    3,592 

Derivatives

   289        194    290        773 

Legacy Portfolios in run-off

   1,420    8    27    21    223    1,699 

Social Housing

   7,648                    7,648 
    29,913    10    2,860    2,887    2,195    37,865 

2015 compared to 2014(unaudited)

In 2015, our committed exposures decreased by £0.1bn or 1% to £32.1bn mainly due to decreases in our Sovereign and Supranational portfolio, partially offset by increases in our Large Corporate and Financial Institutions portfolios.

Sovereign and Supranational exposures decreased by 41% in 2015. This reflected reduced holdings in Japanese, Swiss, Danish and UK Government securities as part of normal liquid asset portfolio management and short-term markets trading activity. The portfolio profile stayed mainly short-term (up to one year) reflecting the purpose of the holdings.

Large Corporate exposures increased by 13% in 2015 with continued focus on high-rated multinational companies. Growth was mainly in the UK, with some diversification in other countries with counterparties with good credit quality. The portfolio profile stayed mainly short to medium-term (up to five years), reflecting the type of finance we provided to support our clients’ needs. The weighted average credit quality remained broadly consistent in the year.

At 31 December 2015 our committed exposures in respect of direct lending to oil and gas customers was £1.7bn (2014: £1.7bn) and to mining customers was £1.2bn (2014: £1.1bn).

Financial Institutions exposures increased by 11% in 2015, mainly driven by higher fair values of exposures cleared through CCPs. The increase in our Rest of Europe exposure was mainly in new securitisation swaps and insurance coverage to support the receivable repurchase activity of our Large Corporate clients. The increase in our Rest of world exposure was mainly due to investment in highly-rated covered bonds.

Global Corporate Banking – credit risk mitigation

At 31 December 2015 the top 20 biggest clients with derivative exposure made up 70% (2014: 76%) of our total derivative exposure, all of which are banks and CCPs. The weighted-average credit rating was 7.4 (2014: 7.6).

In addition, at 31 December 2015, we held no collateral against impaired loans in the Large Corporate portfolio (2014: 8% of the carrying amount of the impaired loan balances).

(1)Restated. For discussion see Note 46

 

 

9272    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

2016 compared to 2015(unaudited)

Commercial Banking

In 2016, our committed exposures increased by 5% to £23.9bn (2015: £22.7bn), despite a competitive environment, economic uncertainty and the resulting slowdown in SME activity this year:

Our SME and mid corporate exposures increased by 4% to £11.3bn (2015: £10.9bn) due to growth in the mid corporate portfolio more than offsetting a slight reduction in SME exposures.
Our Commercial Real Estate portfolio decreased by 2% to £9.5bn (2015: £9.7bn) as we actively manage exposures to certain segments in line with our proactive risk management practices.
Our Social Housing portfolio increased by 41% to £3.1bn (2015: £2.2bn), driven by refinancing of longer-dated loans previously managed in Corporate Centre onto shorter maturities (and on current market terms).

Global Corporate Banking

In 2016, our committed exposures increased by 7% to £34.5bn (2015: £32.1bn) mainly due to increases in our Sovereign and Supranational and Large Corporate portfolios:

Sovereign and Supranational exposures increased by 12% to £5.1bn (2015: £4.6bn). Increased holdings, primarily in UK Government securities, were partly offset by decreases in European government securities as part of normal liquid asset portfolio management and short-term markets trading activity. The portfolio profile stayed mainly short-term (up to one year), reflecting the purpose of the holdings. Our rest of world exposures principally comprised of Japan, as in 2015.
Large Corporate exposures increased by 7% to £21.5bn (2015: £20.1bn) driven by lending and origination activities relating to project and acquisition finance and transactional services, as well as increased lending to a number of our trading corporate customers. At 31 December 2016, our direct lending committed exposure to oil and gas customers was £1.8bn (2015: £1.7bn) and to mining customers was £1.4bn (2015: £1.2bn). Credit quality remained broadly stable. The portfolio profile stayed mainly short to medium-term (up to five years), reflecting the type of finance we typically provide to support our clients’ needs.
Exposures in our Financial Institutions portfolio increased by 5% to £7.9bn (2015: £7.5bn) due to normal business activity.

Corporate Centre

In 2016, committed exposures increased by 24% to £47.0bn (2015: £37.9bn) mainly driven by our Sovereign and Supranational portfolio:

Exposures in our Sovereign and Supranational portfolio are mainly cash at central banks and highly-rated liquid assets we hold as part of normal liquid asset portfolio management. The increase of 43% in the overall exposure to £34.5bn (2015: £24.2bn) was driven by an increase in deposits in the UK as well as the purchase of a held-to-maturity portfolio of UK sovereign bonds.
Legacy Portfolios in run-off reduced in 2016 by 19% to £1.4bn (2015: £1.7bn) driven by sales of aviation and shipping assets.
Social Housing exposures reduced in 2016 by 14% to £6.6bn (2015: £7.6bn) as we continued to refinance longer-dated loans onto shorter maturities (and on current market terms) that are then managed in Commercial Banking.

Santander UK plc    73


Annual Report 2016

Risk review

 

 

Other segments – credit risk mitigation

Commercial Banking

At 31 December 2016, the collateral we held against impaired loans was 42% (2015: 42%) of the carrying amount of the impaired loan balances.

Global Corporate Banking

At 31 December 2016 the top 20 clients with derivative exposure made up 69% (2015: 70%) of our total derivative exposure, all of which were banks and CCPs. The weighted-average credit rating was 7.3 (2015: 7.4). At 31 December 2016 and 2015, we held no collateral against impaired loans in the Large Corporate portfolio.

Corporate Centre

We reduce credit risk in derivatives with netting agreements, collateralisation and the use of CCPs. At 31 December 2016 we had cash collateral of £457m (2015: £551m) held against our Legacy Portfolios in run-off. The collateral we held against impaired loans was 100% (2015: 100%) of the carrying amount of the impaired loan balances.

Other segments – credit performance

We monitor exposures that show potentially higher risk characteristics using our Watchlist process (described in ‘Risk monitoring’ in the ‘Credit risk management’ section). The table below shows the exposures we monitor, and those we classify as non-performing by portfolio at 31 December 20152016 and 2014:2015:

 

    

Sovereign and

Supranational

£m

   

Large

Corporate

£m

   

Financial

Institutions

£m

   

Total

    

£m

 

2015

        

Total Committed Exposure of which:(1)

   4,567     20,064     7,515     32,146  

– Performing – (Non-Watchlist)

   4,567     18,176     7,459     30,202  

– Watchlist: Enhanced Monitoring

        1,758     4     1,762  

– Watchlist: Proactive Management

        120     52     172  

– Non-performing exposure(2)

        10          10  

Total impaired exposure of which:

        10          10  

– Performing

                    

– Non-performing(2)

        10          10  

Total Observed impairment loss allowances of which:

        9          9  

– Performing

                    

– Non-performing

        9          9  

IBNO(3)

         24  

Total impairment loss allowance

                  33  

2014

        

Total Committed Exposure of which:(1)

   7,686     17,813     6,769     32,268  

– Performing – (Non-Watchlist)

   7,686     16,499     6,703     30,888  

– Watchlist: Enhanced Monitoring

        1,172     5     1,177  

– Watchlist: Proactive Management

        89     61     150  

– Non-performing exposure(2)

        53          53  

Total impaired exposure of which:

        137          137  

– Performing

        84          84  

– Non-performing

        53          53  

Total Observed impairment loss allowances of which:

        49          49  

– Performing

        21          21  

– Non-performing(2)

        28          28  

IBNO(3)

         24  

Total impairment loss allowance

                  73  
    Committed Exposure     
       Watchlist           
    

        Performing

    

    

£m

 

 

 

 

   

        Enhanced

Monitoring

    

£m

 

 

 

 

   

Proactive

    Management

    

£m

 

 

 

 

   

Non-performing

exposure

    

£m

 

(1) 

 

 

  

                Total

    

    

£m

(2) 

 

 

 

  

Observed

impairment loss

allowances

£m

 

 

 

 

2016

          

Commercial Banking

          

SME and mid corporate

   9,744    892    331    361   11,328   139 

Commercial Real Estate

   9,136    161    49    179   9,525   44 

Social Housing

   2,930    139           3,069    
    21,810    1,192    380    540   23,922   183 

Global Corporate Banking

          

Sovereign and Supranational

   5,113               5,113    

Large Corporate

   20,702    659    70    69   21,500   33 

Financial Institutions

   7,671    202    2       7,875    
    33,486    861    72    69   34,488   33 

Corporate Centre

          

Sovereign and Supranational

   34,474               34,474    

Structured Products

   4,006               4,006    

Derivatives

   487               487    

Legacy Portfolios in run-off

   1,273    20    9    73   1,375   31 

Social Housing

   6,447    164           6,611    
    46,687    184    9    73   46,953   31 

Total observed impairment loss allowances

                          247 

Allowance for IBNO(3)

                          91 

Total impairment loss allowances

                          338 

 

(1)Non-performing exposure includes committed facilities and derivative exposures. So it can exceed the NPLs in the table on page 76 which only include drawn balances.
(2)Includes committed facilities and derivatives. We define ‘Enhanced Monitoring’ and ‘Proactive Management’ in the ‘Risk monitoring‘ section.
(2)Non-performing exposure includes committed facilities and derivative exposures. So it can be bigger than the NPLs in the table on page 94 which only include drawn balances.
(3)Allowance for incurred but not observed (IBNO) losses as described in Note 1 to the Consolidated Financial Statements.

 

 

74    Santander UK plc


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

Other key risks

    Committed Exposure     
       Watchlist           
    

        Performing

    

    

£m

 

 

 

 

   

        Enhanced

Monitoring

    

£m

 

 

 

 

   

Proactive

    Management

    

£m

 

 

 

 

   

Non-performing

exposure

    

£m

 

(1) 

 

 

  

                Total

    

    

£m

(2) 

 

 

 

  

Observed

impairment loss

allowances

£m

 

 

 

 

2015

          

Commercial Banking

          

SME and mid corporate(4)

   9,424    844    307    299   10,874   119 

Commercial Real Estate(4)

   9,306    123    93    160   9,682   43 

Social Housing

   2,162    7           2,169    
    20,892    974    400    459   22,725   162 

Global Corporate Banking

          

Sovereign and Supranational

   4,567               4,567    

Large Corporate

   18,176    1,758    120    10   20,064   9 

Financial Institutions

   7,459    4    52       7,515    
    30,202    1,762    172    10   32,146   9 

Corporate Centre

          

Sovereign and Supranational

   24,153               24,153    

Structured Products

   3,592               3,592    

Derivatives

   773               773    

Legacy Portfolios in run-off

   1,493    102    10    94   1,699   55 

Social Housing

   7,574    74           7,648    
    37,585    176    10    94   37,865   55 

Total observed impairment loss allowances

                          226 

Allowance for IBNO(3)

                          108 

Total impairment loss allowances

                          334 

(1)Non-performing exposure includes committed facilities and derivative exposures. So it can exceed the NPLs in the table on page 76 which only include drawn balances.
(2)Includes committed facilities and derivatives. We define ‘Enhanced Monitoring’ and ‘Proactive Management’ in the ‘Risk monitoring‘ section.
(3)Allowance for incurred but not observed (IBNO) losses as described in Note 1 to the Consolidated Financial Statements.
(4)Restated. For discussion see Note 46

2016 compared to 2015(unaudited)

Commercial Banking

In our SME and mid corporate portfolio, exposures subject to enhanced monitoring increased by 6% to £892m (2015: £844m), exposures subject to proactive management increased by 8% to £331m (2015: £307m) and non-performing exposures increased by 21% to £361m (2015: £299m). These increases were spread across a number of sectors and related mainly to trading concerns for certain customers.

In our Commercial Real Estate portfolio, exposures subject to enhanced monitoring increased to £161m (2015: £123m) and exposures subject to proactive management decreased to £49m (2015: £93m). Non-performing exposures increased marginally to £179m (2015: £160m) due to a loan of £50m that moved to non-performance which was partially offset by a number of exits on legacy cases. The £50m loan that moved to non-performance has fully repaid in 2017 and without this case non-performing exposures would have decreased at 31 December 2016. The portfolio remains well covered with an NPL coverage ratio of 32% and low write-offs of £1m.

In our Social Housing portfolio, exposures subject to enhanced monitoring increased to £139m (2015: £7m) due to the addition of two customers following governance issues.

Global Corporate Banking

In our Large Corporate portfolio, exposures subject to enhanced monitoring decreased by 63% to £659m (2015: £1,758m) driven by the return of two large cases to performing as a result of improved trading. Exposures subject to proactive management decreased by 42% to £70m (2015: £120m) driven by repayments on two cases. Non-performing exposures increased to £69m (2015: £10m) due to the movement of a single exposure to non-performing.

In our Financial Institutions portfolio, exposures subject to enhanced monitoring increased to £202m (2015: £4m) due to concerns over capitalisation and the litigation impact on one of our trading customers.

Corporate Centre

In our Legacy Portfolios in run-off portfolio, exposures subject to enhanced monitoring decreased to £20m (2015: £102m) driven by sales of aviation and shipping assets.

In our Social Housing portfolio, exposures subject to enhanced monitoring increased to £164m (2015: £74m) due to the addition of two customers following governance issues.

Santander UK plc    75


Annual Report 20152016

Risk review

 

 

    

 

Non-performing loans and advances(1)(2)

We analyse Global Corporate Banking NPLs below.

    2015
£m
     2014
£m
   

        Commercial

Banking

    

£m

   

Global

          Corporate

Banking

£m

   

          Corporate

Centre

    

£m

 

2016

      

Loans and advances to customers of which:(2)

     5,470       5,224     19,381    5,659    6,478 

NPLs(3)

     10       53     518    63    73 

Impairment loan loss allowances

     33       73  

Impairment loss allowances

   220    57    61 

      
    %     %   %   %   % 

NPL ratio(4)

     0.18       1.01     2.67    1.11    1.12 

Coverage ratio(5)

     330       138     42    90    84 

      

2015

      

Loans and advances to customers of which:

   18,680    5,470    7,391 

NPLs(3)

   439    10    87 

Impairment loss allowances

   199    33    102 

      
  %   %   % 

NPL ratio(4)

   2.35    0.18    1.18 

Coverage ratio(5)

   45    330    117 

 

(1)We define NPLs in the ‘Credit risk management’ section.
(2)IncludeIncludes Social Housing loans and finance leases.
(3)All NPLs are in the UK and continue accruing interest. The balances include interest we have charged to the customer’s account. They do not include accrued interest we have not charged to the account yet.
(4)NPLs as a percentage of loans and advances to customers.
(5)Total impairmentImpairment loss allowances as a percentage of NPLs. Total loanImpairment loss allowances relate to early arrears and performing assets (i.e. the IBNO provision) as well as NPLs, so the ratio is more thancan exceed 100%.

NPL movements in 2016

We analyse NPL movements in 20152016 below. ‘Entries’ are loans which we have classified as NPLs in the year.2016. ‘Exits (including repayments)’ are the part of loans that has been repaid (in full or in part), plus loans that returned to performing status. ‘Write-offs’ are the unrecovered part of loans where we have exhausted recovery options, including realising any collateral. Forbearance does not change the NPL status.

 

LOGO

2015 compared to 2014(unaudited)

Watchlist exposures subject to proactive management increased to £172m at 31 December 2015 (2014: £150m). Watchlist exposures subject to enhanced monitoring increased in our Large Corporate portfolio in 2015, mainly relating to holdings in the mining sector. This was due to falls in the prices of metal and coal. In our Sovereign and Supranational portfolio, no exposures were subject to proactive management or enhanced monitoring.

NPLs decreased to £10m (2014: £53m) and the NPL ratio decreased to 0.18% at 31 December 2015 (2014: 1.01%). This was due to the exit of a single loan of £49m and asset growth in the year.

Global Corporate Banking – forbearance

Our approach to forbearance in Global Corporate Banking is the same as for Commercial Banking, although the volumes are much lower. This reflects the credit quality of the portfolio. At 31 December 2015, there was a single forborne case of £10m (2014: £53m) which was classified as NPL.

    

        Commercial

Banking

    

£m

  

Global

          Corporate

Banking

£m

  

          Corporate

Centre

    

£m

 

At 1 January 2016

   439   10   87 

Entries

   269   54   101 

Exits (including repayments)

   (180  (1  (64

Write offs

   (10     (51

At 31 December 2016

   518   63   73 

 

 

94  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

  Credit risk – Corporate Centre

Overview

Exposures come from asset and liability management of our balance sheet and our non-core and Legacy Portfolios in run-off.

Credit risk management

In this section, we explain how we manage credit risk, including how we mitigate it.

Credit risk review

In this section, we analyse our credit risk exposures and how they are performing. We also focus on forbearance. Our main portfolios are:

Sovereign and Supranational – securities issued by local and central governments, and government-guaranteed counterparties, held for liquidity.

Structured products

There are two portfolios:

    ALCO portfolio: high quality assets, chosen for diversification and to meet our liquidity needs

    Legacy Treasury asset portfolio: mainly asset-backed securities.

Derivatives – older total return swaps we held for liquidity, that we are running down.

Legacy Portfolios in run-off– assets from acquisitions that do not fit with our strategy. These include certain commercial mortgages.

Social Housing – older Social Housing loans that do not fit with our strategy.

CORPORATE CENTRE – CREDIT RISK MANAGEMENT

We classify our customers as non-standardised. Their transactions are typically higher in value, and have more diverse credit characteristics. We are exposed to credit risk through lending and derivative transactions.

We set out how we manage credit risk on lending to non-standardised customers in the section ‘Credit risk – Commercial Banking’. We also set out how we manage credit risk on derivatives in the section ‘Credit risk – Global Corporate Banking’. We take the same approaches in Corporate Centre.

Annual Report 2015

Risk review

Credit risk mitigation

The types of credit risk mitigation, including collateral, for each of our portfolios are:

    Portfolio

Description

Sovereign and

Supranational

In line with market practice, there is no collateral against these assets.

Structured products

These are our ALCO and legacy Treasury asset portfolios:

ALCO portfolio: High quality assets, chosen for diversification and to meet our liquidity needs

Legacy Treasury asset portfolio: Mainly asset-backed securities.

These assets are unsecured, but benefit from senior positions in the creditor hierarchy. Their credit rating reflects the

over-collateralisation in the structure, and the assets that underpin their cash flows and repayment schedules.

We use a detailed expected cash flow analysis to assess if there is any impairment. We take into account the structure and

assets backing each individual security. We set up a loan loss allowance if we know an issuer has financial difficulties or

they are not keeping to the terms of the contract.

Derivatives

We manage the risk on this portfolio in the same way as for the derivatives in Global Corporate Banking. For more on this, see the earlier section ‘Credit risk – Global Corporate Banking’.

Legacy Portfolios in

run-off

We often hold collateral through a first legal charge over the underlying asset or cash. With commercial mortgages, we do not have the right to a new professional valuation unless there is a default.

We get independent third party valuations on fixed charge security like aircraft or shipping assets in line with industry guidelines. We then decide if we need to set up an impairment loss allowance. To do that, we bear in mind:

– The borrower’s ability to generate cash flow

– The age of the assets

– Whether the loan is still performing satisfactorily

– Whether or not the reduction in value is likely to be temporary

– Whether there are other ways to solve the problem.

Where a borrower gets into difficulty we look to dispose of the collateral, either with agreement or through the insolvency process. We do this as early as possible, to minimise any loss. We rarely take ownership of collateral.

Social Housing

We manage the risk on this portfolio in the same way as for the Social Housing portfolio in Commercial Banking. For more on this, see the earlier section ‘Credit risk – Commercial Banking’.

9676    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

CORPORATE CENTREOther segmentsCREDIT RISK REVIEWforbearance

Credit risk arises on assets in the balance sheet and in off-balance sheet transactions. We show the committed exposure in the tables below. This takes into account our proceduresonly make forbearance arrangements for lending to mitigate credit risk. It also excludes Sovereign exposures managed by Short Term Markets in Global Corporate Banking.

Corporate Centre – committed exposures

Rating distribution

These tables show our credit risk exposure according to our internal rating scale (see the ‘Credit quality’ section) for each portfolio. On this scale, the higher the rating, the better the quality of the counterparty.customers.

 

      Sovereign and
Supranational
£m
     Structured
Products
£m
     

Derivatives

 

£m

  

Legacy Portfolios
in run-off(2)

£m

     Social
Housing
£m
     

Total

    

£m

 

2015

                     

9

     24,153       1,437                  3,423       29,013  

8

            1,394       484    1       2,940       4,819  

7

            761       268    6       1,072       2,107  

6

                   21    702       213       936  

5

                       164              164  

4

                       146              146  

1 to 3

                       84              84  

Other(1)

                       596              596  
      24,153       3,592       773    1,699       7,648       37,865  

2014

                     

9

     29,029       1,558                  2,784       33,371  

8

            1,013       741    3       4,215       5,972  

7

            753       561    615       1,485       3,414  

6

                       385       223       608  

5

            7           136              143  

4

                       165              165  

1 to 3

                       89              89  

Other(1)

                       774              774  
      29,029       3,331       1,302    2,167       8,707       44,536  
    

        Commercial

Banking

    

£m

   

Global

          Corporate

Banking

£m

   

          Corporate

Centre

    

£m

 

2016

      

In-flow during the year(1)

      

– Term extension

   74    11     

– Interest-only

   73        6 

– Other payment rescheduling

   142        6 
    289    11    12 

Stock(2)

      

– Term extension

   168    11    1 

– Interest-only

   158        20 

– Other payment rescheduling

   208    10    16 
    534    21    37 

Of which:

      

– Non-performing

   344    10    15 

– Performing

   190    11    22 
    534    21    37 

Proportion of portfolio

   2.2%    0.1%    2.7% 

2015(3)

      

In-flow during the year(1)

      

– Term extension

   33         

– Interest-only

   77        7 

– Other payment rescheduling

   68    10    6 
    178    10    13 

Stock(2)

      

– Term extension

   145        36 

– Interest-only

   230        51 

– Other payment rescheduling

   170    10    33 
    545    10    120 

Of which:

      

– Non-performing

   318    10    36 

– Performing

   227        84 
    545    10    120 

Proportion of portfolio

   2.4%    <0.1%    7.0% 

 

(1)Consists of smaller exposures mainlyThe figures reflect the forbearance activity in the commercial mortgage portfolio. We use scorecards for them, insteadyear, regardless of a rating model.whether there was any forbearance on the accounts before.
(2)Consists of commercial mortgages and residual structured and asset finance loans (shipping, aviation, and structured finance).We base forbearance type on the first forbearance we applied. Tables only show accounts open at the year-end.
(3)Restated. For discussion see Note 46

 

 

Santander UK plc    77


Annual Report 20152016

Risk review

 

 

    

 

Geographical distribution

We classify geographical location according to country of risk – in other words, the country where each counterparty has its main business activity or assets unless there is a full risk transfer guarantee in place, in which case we use the guarantor’s country of domicile instead. If our clients have operations in many countries, we use their country of incorporation.

      Sovereign and
Supranational
£m
     Structured
Products
£m
     

Derivatives

 

£m

     

Legacy Portfolios
in run-off

£m

     Social
Housing
£m
     

Total

    

£m

 

2015

                        

UK

     19,354       1,202       289       1,420       7,648       29,913  

Peripheral eurozone

            2              8              10  

Rest of Europe

     1,093       1,546       194       27              2,860  

US

     2,526       50       290       21              2,887  

Rest of world

     1,180       792              223              2,195  
      24,153       3,592       773       1,699       7,648       37,865  

2014

                        

UK

     22,621       966       285       1,706       8,707       34,285  

Peripheral eurozone

            73              20              93  

Rest of Europe

     553       1,544       581       36              2,714  

US

     4,823       85       436       25              5,369  

Rest of world

     1,032       663              380              2,075  
      29,029       3,331       1,302       2,167       8,707       44,536  

20152016 compared to 20142015(unaudited)

InCommercial Banking

At 31 December 2016 and 2015 committed exposures decreasedwe only had forbearance arrangements with our SME and mid corporate and Commercial Real Estate customers. Forbearance started in the year increased by £6.7bn or 15%£111m to £37.9bn£289m in 2016 (2015: £178m) mainly due to increased activity in a relatively small number of loans.

At 31 December 2016, the cumulative forbearance stock reduced by 2% to £534m (2015: £545m). This decrease was mainly due to the application of exit criteria to our forbearance policy in 2016 as described in the ‘Forbearance summary’ of the ‘Santander UK group level – credit risk review’ section. Applying these exit criteria to our forbearance stock at 31 December 2015, the loans reported as forborne would reduce by £127m to £418m. The exit criteria impact was partially offset by an increase in the stock position of forbearance due to the inflows in the year in our SovereignSME and Supranationalmid corporate portfolio. Sovereign and Supranationals exposures mostly are cash at central banks and highly-rated liquid assets we hold as part of normal liquid asset portfolio management. The overall decrease in exposures in 2015 was driven by the reduction of UK Government securities and deposits in the US. The increase in Rest of Europe exposures was mainly issues guaranteed by the German and Austrian Governments.

The increaseaccounts in Structured Products exposuresforbearance as a percentage of the portfolio reduced to 2.2% (2015: 2.4%). At 31 December 2016, 78% (2015: 88%) of the cumulative forbearance stock had entered forbearance before default.

Global Corporate Banking

At 31 December 2016, there were two forborne cases totalling £21m (2015: one case totalling £10m), of which £10m (2015: £10m) was classified as NPL.

Corporate Centre

At 31 December 2016 and 2015 we had only made forbearance arrangements for the Legacy Portfolios in 2015 reflectedrun-off.

At 31 December 2016, the purchase of securitisationscumulative forbearance stock in the UK, and covered bond issuances mainly by Australian and Canadian banks and mostly with maturities of less than five years.

Derivative exposures decreased in 2015 as we continued to reduce this portfolio.

our Legacy Portfolios in run-off decreased further in 2015reduced by 69% to £37m (2015: £120m). This decrease was partly due to the disposal of several aviation and shipping deals as well as the application of an exit criteria to our ongoingforbearance policy in 2016 as described above. Applying these exit strategy. A recalibration of the internal credit rating model for this portfolio during the year resulted in some movements, mainly between rating bands 6 and 7, but on a like-for-like basis there has been no reduction in the overall credit quality of the book.

Social Housing exposures reduced in 2015 as we continuedcriteria to refinance longer-dated loans onto shorter maturities (and on current market terms) that are then managed in Commercial Banking.

Corporate Centre – credit risk mitigation

Most Structured Products are unsecured but benefit from senior positions in the creditor hierarchy. We reduce credit risk in derivatives with netting agreements, collateralisation and the use of CCPs. For details of our approach to credit risk mitigation, see the ‘Credit Risk Management – Global Corporate Banking’ section.

Atforbearance stock at 31 December 2015, we had cash collateral of £551m (2014: £670m) held against our Legacy Portfolios in run-off. The collateral we held against impairedthe loans was 100% (2014: 100%) of the impaired loan balances.reported as forborne would reduce by £39m to £81m.

 

 

9878    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Corporate CentrePORTFOLIOS OF PARTICULAR INTEREST

Introduction(unaudited)

Some types of lending have higher risk and others stand out for different reasons. In the section below we provide further details of our Commercial Real Estate and Social Housing portfolios.

Product

Description

Commercial Real Estate

The Commercial Real Estate market experienced a challenging environment in the immediate years after the last financial crisis and has previously seen regular cyclical downturns. In addition to the disclosures on the Commercial Real Estate portfolio earlier in this section, we include below more detail on credit management, credit performance, and LTV and sector analyses.

Social Housing

The Social Housing sector in the UK is critical in ensuring the supply of affordable housing across the country. Housing associations now play a prominent role in addressing the UK’s shortage of housing stock across all tenures. The sector benefits from a zero-loss default history aided by its regulated nature. We hold a significant position in this market. Continued investment in this sector is seen as a direct way to support the UK and, indirectly, the wider community initiatives undertaken by our customers.

Commercial Real Estate

Commercial Real Estate – credit performance

We monitor exposures that show potentially higher risk characteristics using our Watchlist process (described in ‘Risk monitoring’ in the ‘Credit risk management’ section). The table below shows the exposures we monitor, and those we classify as non-performing by portfoliomain Commercial Real Estate credit performance metrics at 31 December 20152016 and 2014:2015:

 

      Sovereign and
Supranational
£m
     Structured
Products
£m
     

Derivatives

 

£m

   

Legacy Portfolios
in run-off

£m

     Social
Housing
£m
     

Total

    

£m

 

2015

                      

Total Committed Exposure of which:(1)

     24,153       3,592       773     1,699       7,648       37,865  

– Performing (Non-Watchlist)

     24,153       3,592       773     1,493       7,574       37,585  

– Watchlist: Enhanced Monitoring

                        102       74       176  

– Watchlist: Proactive Management

                        10              10  

– Non-performing exposure(2)

                        94              94  

Total impaired exposure of which:

                        94              94  

– Performing

                                        

– Non-performing(2)

                        94              94  

Total Observed impairment loss allowances of which:

                        55              55  

– Performing

                                        

– Non-performing(2)

                        55              55  

IBNO(3)

                       47  

Total impairment loss allowance

                                      102  

2014

                      

Total Committed Exposure of which:(1)

     29,029       3,331       1,302     2,167       8,707       44,536  

– Performing (Non-Watchlist)

     29,029       3,331       1,302     1,917       8,707       44,286  

– Watchlist: Enhanced Monitoring

                        94              94  

– Watchlist: Proactive Management

                        14              14  

– Non-performing exposure(2)

                        142              142  

Total impaired exposure of which:

                        238              238  

– Performing

                        96              96  

– Non-performing(2)

                        142              142  

Total Observed impairment loss allowances of which:

                        109              109  

– Performing

                        31              31  

– Non-performing(2)

                        78              78  

IBNO(3)

                       71  

Total impairment loss allowance

                                      180  
    

Customer loans

    

£bn

(1) 

 

 

  

            NPLs

    

£m

(2)(3) 

 

 

  

            NPL  ratio

    

%

(4) 

 

 

  

  NPL coverage

    

%

(5) 

 

 

  

Gross write-offs

    

£m

 

 

 

   

Impairment

  loss allowances

£m

 

 

 

2016

   9.0   180   2.00   32   1    58 

2015

   9.2   168   1.83   43   13    72 

 

(1)Includes committed facilities and derivatives. We define ‘Enhanced Monitoring’ and ‘Proactive Management’Comprises commercial real estate drawn loans in the ‘Risk Monitoring‘ section.business banking portfolio of our Retail Banking segment of £365m (2015: £447m) and in the Commercial Real Estate portfolio of our Commercial Banking segment of £8,678m (2015: £8,726m).
(2)Non-performing exposure includes committed facilities and derivative exposures. So it can be bigger than the NPLs in the table on page 100 which only include drawn balances.
(3)Allowance for incurred but not observed (IBNO) losses as described in Note 1 to the Consolidated Financial Statements.

Annual Report 2015

Risk review

Non-performing loans and advances(1)(2)

We analyse Corporate Centre NPLs below.

      2015
£m
                 2014
£m
 

Loans and advances to customers of which:(2)

     7,391       8,276  

NPLs(3)

     87       134  

Impairment loan loss allowances

     102       180  
      %     % 

NPLs ratio(4)

     1.18       1.62  

Coverage ratio(5)

     117       134  

(1)We define NPLs in the ‘Credit risk management’ section.
(2)Include Social Housing loans and finance leases.
(3)All NPLs are in the UK and continue accruing interest. The balances include interest we’ve charged to the customer’s account. They don’t include accrued interest we haven’t charged to the account yet.
(4)NPLs as a percentage of loans and advances to customers.customer loans.
(5)Total impairment loanImpairment loss allowances as a percentage of NPLs. Total loanImpairment loss allowances relate to early arrears and performing assets (i.e. the IBNO provision) as well as NPLs, so the ratio is more thancan exceed 100%.

We analyse NPL movements in 2015 below. ‘Entries’ are loans which we have classified as NPLs in the year. ‘Exits (including repayments)’ are the part of loans that has been repaid (in full or in part) plus loans that returned to performing status. ‘Write-offs’ are the unrecovered part of loans where we have exhausted recovery options, including realising any collateral. Forbearance does not change the NPL status.

LOGO

20152016 compared to 20142015(unaudited)

Watchlist exposures subjectAt 31 December 2016, our non-performing loan ratio was 2.00% (2015: 1.83%) reflecting our conservative credit risk policy. The increase in ratio was due to proactive management were stable at £10ma loan of £50m that moved to non-performance which was partially offset by a number of exits on legacy cases. The £50m loan that moved to non-performance has fully repaid in 2017 and without this case non-performing loans would have decreased at 31 December 2015 (2014: £14m)2016. Commercial Real Estate loans written before 2009 totalled £543m (2015: £692m). Watchlist exposures subjectThe pre-2009 loans were written on market terms which, compared with more recent times and following a significant tightening in our lending criteria, included higher original LTVs, lower interest coverage and exposure to enhanced monitoring increased to £176m (2014: £94m) due todevelopment risk.

Commercial Real Estate – LTV analysis

The tables below show the additionLTVs (based on the drawn balance and our latest estimate of two Social Housing cases.

NPLs decreased to £87mthe property’s current value) of the portfolio at 31 December 2016 and 2015:

Loans and advances to customers  2016        2015 
    £m   %        £m   % 

<=70%

   7,886    88      7,841    86 

>70–100%

   194    2      291    3 

>100% i.e. negative equity

   88    1      45     

Standardised portfolio(1)

   652    7         815    9 

Total with collateral

   8,820    98      8,992    98 

Development loans

   223    2         181    2 
              9,043                100                   9,173                100 
              
NPLs  2016        2015 
    £m   %        £m   % 

<=70%

   9    5      27    16 

>70–100%

   74    41      72    43 

>100% i.e. negative equity

   74    41      44    26 

Standardised portfolio(1)

   5    3         7    4 

Total with collateral

   162    90      150    89 

Development loans

   18    10         18    11 
    180    100         168    100 

(1)Consists of smaller value transactions, mainly commercial mortgages.

Santander UK plc    79


Annual Report 2016

Risk review

Commercial Real Estate – sector analysis

The table below shows the sector analysis of the portfolio at 31 December 2016 and 2015:

Sector  2016        2015 
    £m   %        £m   % 

Office

   2,359    26      2,071    23 

Retail

   1,739    19      1,813    20 

Industrial

   1,274    14      1,385    15 

Residential

   1,016    11      1,029    11 

Mixed use

   1,184    13      1,073    12 

Student accommodation

   224    3      230    2 

Hotels and leisure

   389    5      460    5 

Other

   206    2      297    3 

Standardised portfolio(1)

   652    7         815    9 
              9,043                100                   9,173                100 

(1)Consists of smaller value transactions, mainly commercial mortgages.

2016 compared to 2015 (2014: £134m)(unaudited)

The Commercial Real Estate portfolio of £9,043m (2015: £9,173m) is well diversified across sectors, with no significant regional or single name concentration, representing 33% (2015: 35%) of our total lending to corporates and 4% (2015: 5%) of total customer loans. Customer loans decreased as we continuedactively manage exposures to exit from exposurescertain segments in line with our run-off strategy.proactive risk management practices.

At 31 December 2016, the LTV profile of the portfolio remained conservative with £7,886m (2015: £7,841m) of the non-standardised portfolio assets at or below 70% LTV.

Loans with development risk were only 2% (2015: 2%) of the total Commercial Real Estate portfolio. Development lending is typically on a non-speculative basis with significant pre-lets in place and/or pre-sales in place.

In 2016, no new business was written above 70% LTV, and 95% was written at or below 60% LTV . At 31 December 2016, the average LTV of the non-standardised portfolio, weighted by exposure, was 50% (2015: 52%). The weighted average LTV of new deals in 2016 was 48% (2015: 52%).

The average loan balance at 31 December 2016 was £4.8m (2015: £4.2m) and the top ten exposures made up 8% (2015: 8%) of the total Commercial Real Estate portfolio exposure.

Commercial Real Estate – refinancing risk

As part of our annual review process, for Commercial Real Estate loans approaching maturity, we look at the prospects of refinancing the loan on current market terms and applicable credit policy. Where this seems unlikely we put the case on our Watchlist.

At 31 December 2016, Commercial Real Estate loans of £1,408m (2015: £1,367m) were due to mature within 12 months. Of these, £161m, i.e. 11% (2015: £142m, i.e. 10%) had an LTV ratio higher than is acceptable under our current credit policy. At 31 December 2016, £149m of this (2015: £138m) had been put on our Watchlist or recorded as NPL ratio decreased to 1.18% (2014: 1.62%) for the same reason. Inand had an impairment loss allowance of £31m (2015: £20m).

Social Housing

At 31 December 2016 and 2015, the coverage ratio decreased to 117% (2014: 134%), reflecting exits from exposures with high provision levels.our total Social Housing exposure in Commercial Banking and Corporate Centre was:

    2016        2015 
    

            Drawn

£m

 

 

   

            Total

£m

 

 

        

            Drawn(1)

£m

 

 

   

            Total

£m

 

 

Commercial Banking

   1,897    3,069      1,274    2,169 

Corporate Centre

   5,442    6,611         6,216    7,648 
    7,339    9,680         7,490    9,817 

(1)These numbers are unaudited.

 

 

10080    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

Corporate Centre – forbearance

We have only made forbearance arrangements for the Legacy Portfolios in run-off.

Forbearance started in the year(1)

The exposures that entered forbearance in 2015 and 2014 were:

      2015             2014 
      £m     £m 

Term extension

            41  

Interest-only

     7       13  

Other payment rescheduling

     6       22  
      13       76  

(1)The figures by year reflect the forbearance undertaken in the year irrespective of whether there was any previous forbearance on the accounts.

a) Performance status when entering forbearance

The forborne exposures at 31 December 2015 and 2014 when they originally entered forbearance, analysed by their payment status, was:

      Term extensions     Interest-only   Other payment
rescheduling
     Total     Impairment  
allowance  
      £m     £m   £m     £m     £m  

2015(1)

                  

Forbearance of NPL

            5     4       9      2  

Forbearance of Non-NPL

     36       46     29       111      26  
      36       51     33       120      28  
                  

2014(1)

                  

Forbearance of NPL

            10     8       18      8  

Forbearance of Non-NPL

     61       64     188       313      42  
      61       74     196       331    �� 50  

 

(1)  We categorise forbearance types based on the first forbearance on the accounts. Tables only show accounts open at the end of the year.

 

b) Performance status at the year-end

The current status of forborne exposures analysed by their payment status, at 31 December 2015 and 2014 was:

 

      Term extensions     Interest-only   Other payment
rescheduling
     Total     Impairment  
allowance  
      £m     £m   £m     £m     £m  

2015(1)

                  

Non-performing

     21       8     7       36      26  

Performing

     15       43     26       84      2  
      36       51     33       120      28  

Proportion of Legacy Portfolios in run-off

     2.1%       3.0%     1.9%       7.0%       

2014(1)

                  

Non-performing

     49       29     8       86      47  

Performing

     12       45     188       245      3  
      61       74     196       331      50  

Proportion of Legacy Portfolios in run-off

     2.8%       3.4%     9.0%       15.3%       

(1)We categorise forbearance types based on the first forbearance on the accounts. Tables only show accounts open at the end of the year.

2015 compared to 2014(unaudited)

In 2015, we carried out less forbearance in our Legacy Portfolios in run-off due to the reducing portfolio and lower incidence of financial difficulty. The cumulative stock of forborne exposure reduced significantly in the year as we continued to exit exposures where we saw the opportunity.

Annual Report 2015

Risk review

 

 

 

    Market risk

 

        

 

Overview(unaudited)

 

Market risk comprises trading market risk and banking market risk.

 

Trading market risk is the risk of losses in on-on and off-balance sheet trading positions, due to movements in market prices or other external factors.

 

Banking market risk is the risk of loss of income or economic value due to changes to interest rates in the banking book or to changes in exchange rates, where such changes would affect our net worth through an adjustment to revenues, assets, liabilities and off-balance sheet exposures in the banking book.

 

The current low rate environment remains a key concern for the industry as a whole. If rates were not to increase, Santander UK would lose opportunities to increase margins in the future.

In this section, we set out which of our assets and liabilities are exposed to trading and banking market risk. Then we explain how we manage these risks and discuss our key market risk metrics.

 

Key metrics(unaudited)

 

 

NIM sensitivity to +50bps+/-50bps parallel shocks increased to £240m and £(82)m respectively (2015: £131m and to -50bps increased to £39m£39m) in absolute terms

 

The movement in NIM sensitivities in 20152016 was largely due to market volatility and reduced levels of the yield curve following the UK referendum on EU membership and the subsequent Base Rate cut. This, combined with retail liability products re-pricing (including changes to the terms of our 1I2I3 Current Account and some variable rate savings products) and changes in the underlying models used for risk measurement purposes. Themanagement assumptions, used in these have been updatedhas increased NIM sensitivities to better reflect the current low rate environment.both up and down 50bps parallel shocks.

 

 

Economic Value of Equity (EVE) sensitivity to +50bps reduced+/-50bps parallel shocks decreased to £54m and £(30)m respectively (2015: £86m and to -50bps reduced to £(54)mm) in absolute terms

 

The decreasesreduction in 2015EVE sensitivities in 2016 largely reflected our hedging activity to mitigate the risks of a continuing low interest rate environment, the increased volume of fixed rate assets left unhedged as well as the changes in the underlying modelsmanagement assumptions used for risk measurement purposes mentioned above.

 

 

Available-for-sale securities three month stressed loss increased to £259m£280m (2015: £259m)

 

The increase in 2015at 31 December 2016 was largelymainly due to more severe stresses to the underlying market risk factors to reflectportfolio growth from new asset purchases and a more prudent methodology, and changesrise in the compositionGBP value of our bond portfolio as part of normal liquidity management activities.foreign currency denominated assets following the UK referendum on EU membership.

 

 

 

 

 

 

 

 

102  Santander UK plc    81


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Annual Report 2016

Risk review

 

Other key risks

    

 

BALANCE SHEET ALLOCATION BY MARKET RISK CLASSIFICATION

We analyse our assets and liabilities exposed to market risk between trading and banking market risk as follows:

 

       2015               2014                2016                  2015         
  Market risk classification   Market risk classification        Market risk classification       Market risk classification      
        Trading
£m
   Banking
£m
   

Total

£m

   Trading
£m
   Banking
£m
   

Total    

£m    

 Key risk factors  Trading
£m
   Banking
£m
   Total
£m
        Trading
£m
   Banking
£m
   Total    
£m    
 Key risk factors

Assets subject to market risk

                              

Cash and balances at central banks

        16,842     16,842            21,104     21,104       Interest rate, foreign exchange       17,107    17,107          16,842    16,842      Interest rate, foreign exchange

Trading assets

   23,961          23,961       21,700          21,700       Equity, foreign exchange, interest rate   30,035        30,035      23,961        23,961      Equity, foreign exchange, interest rate

Derivative financial instruments

   17,698     3,213     20,911       18,760     4,261     23,021       Equity, foreign exchange, interest rate   18,101    7,370    25,471      17,698    3,213    20,911      Equity, foreign exchange, interest rate

Financial assets designated at fair value

   438     1,960     2,398       433     2,448     2,881       Interest rate, credit spread   516    1,624    2,140      438    1,960    2,398      Interest rate, credit spread

Loans and advances to banks

        3,548     3,548            2,057     2,057       Foreign exchange, interest rate       4,348    4,348          3,548    3,548      Foreign exchange, interest rate

Loans and advances to customers

        198,045     198,045            188,691     188,691       Interest rate       199,738    199,738          198,045    198,045      Interest rate

Loans and receivables securities

        52     52            118     118       Foreign exchange, interest rate       257    257          52    52      Foreign exchange, interest rate

Available-for-sale securities

        9,012     9,012            8,944     8,944       Foreign exchange, interest rate, inflation, credit spread       10,561    10,561          9,012    9,012      Foreign exchange, interest rate, inflation, credit spread

Held-to-maturity investments

       6,648    6,648              –      Interest rate

Macro hedge of interest rate risk

        781     781            963     963       Interest rate       1,098    1,098          781    781      Interest rate

Retirement benefit assets

        556     556             315     315       Equity, foreign exchange, interest rate, inflation, credit spread       398    398           556    556      Equity, foreign exchange, interest rate, inflation, credit spread
   48,652    249,149    297,801       42,097    234,009    276,106      
   42,097     234,009     276,106        40,893     228,901     269,794       

Liabilities subject to market risk

                              

Deposits by banks

        8,278     8,278            8,214     8,214       Foreign exchange, interest rate       9,769    9,769          8,278    8,278      Foreign exchange, interest rate

Deposits by customers

        164,074     164,074            153,606     153,606       Interest rate       177,172    177,172          164,074    164,074      Interest rate

Trading liabilities

   12,722          12,722       15,333          15,333       Equity, foreign exchange, interest rate   15,560        15,560      12,722        12,722      Equity, foreign exchange, interest rate

Derivative financial instruments

   17,950     3,558     21,508       19,241     3,491     22,732       Equity, foreign exchange, interest rate   20,018    3,085    23,103      17,950    3,558    21,508      Equity, foreign exchange, interest rate

Financial liabilities designated at fair value

        2,016     2,016            2,848     2,848       Interest rate, credit spread   1,665    775    2,440          2,016    2,016      Interest rate, credit spread

Debt securities in issue

        49,615     49,615            51,790     51,790       Foreign exchange, interest rate       50,346    50,346          49,615    49,615      Foreign exchange, interest rate

Subordinated liabilities

        3,885     3,885            4,002     4,002       Foreign exchange, interest rate       4,303    4,303          3,885    3,885      Foreign exchange, interest rate

Macro hedge of interest rate risk

        110     110            139     139       Interest rate       350    350          110    110      Interest rate

Retirement benefit obligations

        110     110             199     199       Equity, foreign exchange, interest rate, inflation, credit spread       262    262           110    110      Equity, foreign exchange, interest rate, inflation, credit spread
   30,672     231,646     262,318        34,574     224,289     258,863          37,243    246,062    283,305       30,672    231,646    262,318      

We classify assets or liabilities as trading market risk (in total or just in part) as follows:

 

    Balance sheet classification

 

 

Market risk classification

 

 

Trading assets and liabilities

 

 

We classify all our trading portfolios as trading market risk. This is because we are planning to sell or repurchase them in the near future or they belong to a group of financial instruments we usually hold for the short term.short-term. For more on this, see Notes 1211 and 28 to the Consolidated Financial Statements.

 

 

Financial assets and liabilities designated at fair value

 

 

We classify a portfolio of roll-up mortgages (loans which are repaid with interest once the borrower vacates the property) as trading market risk. We also classify our warrant programmes, our Global Structured Solutions Programme and structured customer deposits as trading market risk. This is because they are managed on a fair value basis in line with a documented strategy, and data on them is provided on that basis to management. For more, see Note 14Notes 13 and 29 to the Consolidated Financial Statements. We classify all our other financial assets and liabilities designated at fair value as banking market risk.

 

 

Derivative financial instruments

 

 

For accounting purposes, we classify derivatives as held for trading unless they are designated as being in a hedging relationship. Most of our derivative exposures arise from sales and trading activities and are treated as trading market risk. We treat derivatives not risk managed on a trading intent basis as banking market risk. They include non-qualifying hedging derivatives and derivatives qualifying for fair value and cash flow hedge accounting. For more on derivatives in hedge accounting relationships, and our use of non-qualifying hedges, see Note 1312 to the Consolidated Financial Statements.

 

 

82    Santander UK plc


    Managing and controlling market risk

Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

 

  

We include market risk in our Risk Appetite Framework. There are specific Risk Appetite limits, controls and management processes for trading market risk and banking market risk.

    —

We manage and control market risk within clear parameters. We measure and monitor our risk exposures against these limits. There are specific levels that trigger relevant teams to take action or alert people in other functions. This means we can limit the impact of any negative market movements, while also improving our earnings. We keep the business units that originate market risk separate from the functions responsible for managing, controlling and overseeing risk.

    —

We document and maintain a complete set of written policies, procedures and processes to help identify, assess, manage and report market risk.Other key risks

 

Annual Report 2015

Risk review

    

 

TRADING MARKET RISK

OUR KEY TRADING MARKET RISKS(unaudited)

Our main exposure to trading market risk is in the Global Corporate BankBanking and is an inherent part of providing financial services for our customers. It comes from the provision ofproviding derivative products and services to corporate and business customers. It also comes from our short-term market activities and hedging of structured products designed for onward sale to retail and wholesale investors. The exposures are mainly affected by market movements in interest rates, equities, property, credit spreads, and foreign exchange. We have no exposures in Retail Banking, Commercial Banking or Corporate Centre.

Trading market risk can reduce our net income. Its effect can be seen in our Consolidated Income Statement, where it appears in the ‘Net trading and other income’ line, under ‘Net trading and funding of other items by the trading book’.

TRADING MARKET RISK MANAGEMENT

    Managing and controlling trading market risk

    —

Our framework for dealing with market risk is part of our overall Risk Framework. The Market Risk Framework sets out our high-level arrangements and minimum standards for managing, controlling and overseeing trading market risk.

    —

Our Risk Appetite sets the controls, risk limits and key risk metrics for trading market risk. The key risk metrics include a stress economic loss limit and risk-factor stress scenarios. We report these key metrics to the Board Risk Committee and the Executive Risk Committee each month.

Risk measuresappetite

Our framework for dealing with market risk is part of our overall Risk Framework. The market risk Framework sets out our high-level arrangements and minimum standards for managing, controlling and overseeing trading market risk. Our Risk Appetite sets the controls, risk limits and key risk metrics for trading market risk. The key risk metrics include a stress economic loss limit and risk-factor stress scenarios. We report these key metrics to the Board Risk Committee and the Executive Risk Control Committee each month.

Risk measurement(unaudited)

We have a range of ways of measuring trading market risk, but one of the most important is a statistical measure based on a historical simulation of events called ‘Value at Risk’ (VaR).

VaR

    VaR

 

 

    —

 

VaR estimates the maximum losses that we might suffer because of unfavourable changes in the markets.

 

 

    —

 

To calculate VaR we run a historical simulation, at a given confidence level, over a specified time period.

 

 

    —

 

We use one or two years of daily price history, with each day given equal weighting.

 

 
    — 

This means we include most market risk factors that could make a difference, and it gives us a consistent way of assessing risk for all these factors in all our portfolios.

 

 

    —

 

We work with three main types of VaR, which all use the same calculation models. They are Internal VaR, Regulatory VaR and Stressed VaR. We have governance and controls for all forms of VaR, and we regularly review and assess them.

 

    Internal VaR

 

 
    — 

We use this to calculate the total VaR in our trading book. It covers all the risk classes: interest rate, equity, property, credit (spread) and foreign exchange. We use two years of data for this simulation.

 

 
    — 

Like the rest of the Banco Santander, group, we use a time horizon of one day and a confidence level of 99%. For any given day’s trading position, we would expect to suffer losses greater than the VaR estimate 1% of the time – once every 100 trading days, or two to three times a year.

 

 
    — 

For Internal VaR, we also calculate a time-weighted VaR using Banco Santander’s method. This gives more weight to the most recent days in the last two years, which means VaR changes more quickly in line with current market volatility. That gives us a better indication of how the market’s behaviour is changing, mitigating some limitations of VaR.

    —

We measure Internal VaR every day, comparing itthe equally-weighted result with the time-weighted result and report the higher against the Santander UK and business unit level limits. These Santander UK limits are approved by the Executive Risk Control Committee. We do this for each business,also report our equally-weighted VaR against asset class and individual desk.desk level limits. Whenever we find a limit has been exceeded, we report it, following the Market Risk Framework.market risk framework.

 

    Regulatory VaR and Stressed VaR

 

 
    — 

We use these VaR models to calculate how much capital we need to hold for trading market risk. For these calculations, we only look at the factors for which we hold approval from the PRA. For credit and foreign exchange and property – factors which are not approved by the PRA for our VaR capital models – we use the standardised approach to calculate how much capital to hold. For more on this, see the ‘Capital requirement measures’ section.

 

 
    — 

For Regulatory VaR, we use a time horizon of ten days and a confidence level of 99%. To calculate the ten-day time horizon, we use the one-day VaR multiplied by the square root of ten. This is the industry standard approach to scaling known as the square‘square root of timetime’ approach. We use the same two years of history as with Internal VaR. Stressed VaR is the same, except that we use only one year of history, from a time when markets were stressed.stressed relative to our current portfolio.

 

 
    — 

We have governance and controls for all forms of VaR, and we regularly review and assess them. The PRA also assesses Regulatory VaR and Stressed VaR.

 

 

 

104  Santander UK plc    83


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Annual Report 2016

Risk review

 

Other key risks

    

 

The limitations of VaR

The main limitation of VaR is that it assumes what happened in the past is a reliable way to predict what will happen in the future. If something that affected the markets over the past two years is no longer relevant, then the actual value at risk could be much more or less than the VaR predicts.

Sometimes it is obvious that the past data will not predict the future: there is unlikely to be enough data on the history of the market if a product is brand new, for example. In that case, we use proxy data – calculations of what might have happened if the product had existed. That helps make VaR data more complete, but it makes it less accurate. We control and keep a record of how we use proxy data.

Another limitation is that VaR is based on positions at the end of the business day. So the actual value at risk at 1pm could be higher than that at the end of the day. And, when we are calculating a ten-day time horizon using the square‘square root of timetime’ approach, it means we do not capture the actual ten-day price movements. This can lead to under or over estimating the ten-day result. But we analyse this every quarter and the analysis is also sent to the PRA.

There is also the fact that VaR gives no guide to how big the loss could be on the 1% of trading days that it is greater than the VaR. To make up for that (and for other reasons), we use stress testing and expected shortfall analysis, which we explain later in this section.

Using a time horizon of one day means VaR does not tell us everything about exposures that we cannot liquidate or hedge within a day, or products with infrequent pricing or whose structures are more complex. We monitor those exposures using illiquid riskrisks metrics (explained in ‘Other ways of measuring risk’) and stress testing. In addition to using the illiquid risk metric,risks metrics, to ensure such exposures are adequately included in our regulatory capital requirements, we have developed the Risks Not in VaR (RNIV) framework, has been developed.in line with the regulatory requirement.

In general, VaR takes account of the main ways risk factors affect each other, and the way most market movements affect valuations. But the more complex the products, and the larger the markets’ current movements, the less well the model is likely to fare.

Back-testing – comparing VaR estimates with reality

Every day, we back-test the one day 99% Internal and Regulatory VaR. That means looking at the VaR estimates for the last 250 days and seeing how they compare to the actual profits and losses. Or, to be more precise, how they compare to the market risk-related revenue, as the CRR and PRA define it. It is not normally possible to back-test the Stressed VaR model, because it is not intended to tell us anything about our performance in normal conditions.

To back-test VaR, we use a one-day time horizon. Our back-testing looks at two different types of profit and loss metrics:

Actual Cleaned:Actual: trading profit and loss, less fees, commissions, brokerage, reserves that are not related to market risk, and day-oneDay One sales profits and losses
Hypothetical Cleaned:Hypothetical: like the ‘Actual Cleaned’‘Actual’ type but also excluding intra-day figures and the effects of the passage of time. It is, in effect, just leaving the pure market risk driven effects on the profit and loss.

Exceptions

Back-testing allows us to identify exceptions – times when the predictions were out of line with what happened. We can then look for trends in these exceptions, which can help us decide whether we need to changerecalibrate our VaR model.

The CRR sets out criteria for how many exceptions are acceptable.acceptable in the Regulatory VaR model. The PRA’s Supervisory Statements clarify themthe requirements further. If there are five or more exceptions in 250 days, then points are added to our capital requirement multiplier. In 2015,2016, as in 2014,2015, no points were added to our multiplier, and we did not find any trends in the exceptions we experienced.

Other ways of measuring risk

As well as VaR, we use the following methods to measure risk:

 

    Method

 

 

 

Description

 

  
Profit and loss 

The value of our tradeable instruments, likesuch as shares and bonds, changes constantly. We report our profits and losses from them every day.

 

  
Non-statistical measures 

We also have ways of measuring risk that do not depend on statistics. That includes looking at how sensitive we are to the variables we use to value our market risk positions. We record all our market risk exposures, set limits to the sensitivities for each, and then check every day whether we are staying within those limits.

 

  
Illiquid risks 

The financial instruments that we cannot sell or hedge in a day are classified as ‘illiquid risks’. We measure and monitor those differently depending on how long they would take to sell or hedge. There are three categories: less than a month, one to six months, or moregreater than six months. We check each category every day against our limits.

 

  

Expected shortfall (ES)

analysis

 

We also use a measurement called expected shortfall (ES) analysis that future Basel Committee on Banking Supervision requires.ES analysis. It goes some way to mitigate the limitations of the VaR model. ES allows us to better measure how big the loss could be on the 1% of the trading days that it is greater than VaR.

 

84    Santander UK plc


Time-weighted VaR
  

We calculate a time-weighted VaR using Banco Santander’s group-wide method. This gives more weight to the most recent days in the last two years, which means VaR changes more quickly in line with current market volatility. That gives us a better indication of how the market’s behaviour is changing, mitigating some limitations of VaR.

Risk
   
Risks Not in VaR (RNIV)governanceCredit riskMarket riskLiquidity riskCapital riskPension risk  

For Regulatory and Stressed VaR, we use the RNIV framework to assess theConduct risk factors that we do not cover fully in VaR-based capital assessment. These risk factors are often when there is not enough (or no) market data from the past, or when the quality of the data is not good enough. They tend to be for products that are not priced regularly, or whose risk structure is more complex. When we are monitoring and reporting them, we usually include these risk factors in our illiquid risk metrics. The RNIV framework is part of our model for trading market risk capital needs.

Other key risks

 

Annual Report 2015

Risk review

    

 

Stress testing

The Basel Capital Accord underlined that stress testing is an essential part of risk management. It helps us to measure and control the risk of losses in difficult, volatile or unusual markets, and makes us more transparent as the scenarios are easy to understand in headline terms.

Stress testing scenarios

The scenarios we use for stress testing are part of our process for setting our trading market risk appetite, and they are central to the monthly Board Risk Appetite reporting. These scenarios are also part of the daily processes for setting and monitoring risk management limits.

The scenarios we create are partly inspired by past events, like the global financial crisis. But they also include plausible ways that unusual market conditions could come aboutoccur in future. This includes changes in things like interest rates, equity prices, exchange rates and credit spreads.

Some scenarios are more severe than others. We consider them all, along with VaR, so that we have a more complete and accurate idea of our overall risk profile. When we set the sizes of the ‘shocks’ (sudden market changes) in each scenario, we look at how long each different type of risk would last. This is because we can sell some assets more easily than others. If it would take a long time to sell a particular asset in the stressed circumstances, we need to apply a correspondingly large shock to that asset (as prices will move further over a longer time period).

That helps us to see how different amounts of liquidity in the markets would affect us if a ‘stress event’, such as an equity crash, happened. It is important to make sure that the stress result we report is as realistic as possible.

How we use stress testing

We use limits to manage how much risk we take. They are expressed as how much we could lose in a stress event. We need to make sure the effects of potential poor market conditions do not exceed the Risk Appetite set by the Board.

Each of our desks uses stress testing as part of their daily risk management metrics. We regularly inform senior managers – including the Executive Risk Control Committee and the Board Risk CommitteesCommittee – about the results of our stress calculations, based on our current positions.

Capital requirement measures(unaudited)

Whenever we make changes to our models, we assess their effect on our capital requirements. Sometimes that means we need to tell the PRA and get their approval before we can make the change.

The Internal Models Approach (IMA)

The PRA has given us permission to use the IMA, described in the CRR, and every three months the PRA reviews what we are doing. The IMA means we can use Regulatory and Stressed VaR and RNIV to calculate the capital requirement for the risk factors and businesses we have got PRA approval for.

The standardised approach

For risk factors and businesses not included in the IMA, we use the standardised approach set out by the CRR and PRA’s Supervisory Statements. At 31 December 2015, this amounted to 17% of our total market risk capital requirement.

Stressed versus Regulatory VaR

Stressed VaR is the biggest part of our trading market risk capital requirements. In 2015, it was an average of five times bigger than the Regulatory VaR part; in 2014 it was also five times bigger. The factors that had the biggest effect on Stressed VaR in 2015 were interest rate delta and interest rate basis, and in 2014 were interest rate delta, interest rate basis and equity volatility. (There is more explanation of each of those factors in the footnotes to the table below.)

The difference is caused by the way the market was behaving during the time the Stressed VaR data covers. We regularly check the stress period we use, to make sure we are using the worst period of stress since 2007 that is relevant to our portfolio.

Risks Not in VaR (RNIV) risk capital

In 2015, RNIV risk factors made up, on average, less than 5% (2014: 4%) of our IMA capital requirements for trading market risk. The biggest of these factors is dividend risk, caused by changes in market expectations about dividends. The VaR approach does not capture this risk very well because of the illiquid nature of the risk factor.

We normally find new RNIVs by analysing profit and loss, and new products. Then we include them in our calculation of our capital requirement, whether or not they are material at the time.

We can use two approaches to calculate how much RNIV capital we should hold, depending on what kind of market data is available. The first approach means doing a calculation like those for Regulatory and Stressed VaR. For this approach we also use a multiplication factor, following the CRR and PRA rules. The second approach is stress-based, using sensitivities and plausible stressed market moves.

At the moment, we only have stress-based RNIVs. And each individual RNIV value is independent, so it does not benefit from diversification in the capital requirements calculation.

106  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

    Method

 

 

Other key risks

Description

The Internal Models

Approach (IMA)

The PRA has given us permission to use the IMA, in line with CRR, and every three months the PRA reviews what we are doing. The IMA means we can use Regulatory and Stressed VaR and RNIV to calculate the trading market risk capital requirement for the risk factors and businesses that we have PRA approval for.

The standardised

approach

For risk factors and businesses not included in the IMA, we use the standardised approach set out by the CRR and PRA Supervisory Statements. At 31 December 2016, this amounted to 10% of our total market risk capital requirement.

Stressed versus

Regulatory VaR

Stressed VaR is the biggest part of our trading market risk capital requirements. In 2016, and 2015 it was an average of five times bigger than the Regulatory VaR part. The factors that had the biggest effect on Stressed VaR in 2016 and 2015 were interest rate delta and interest rate basis. (Further explanation of each of those factors in the footnotes to the table in the ‘Trading market risk review’ section.)

The difference is caused by the way the market was behaving during the time the Stressed VaR data covers. We regularly check the stress period we use, to make sure we are using the worst period of stress since 2007 that is relevant to our portfolio.

Risks Not in VaR (RNIV)

risk capital

These risk factors can arise when there is not enough (or no) market data from the past, or when the quality of the data is not good enough. They tend to be for products that are not priced regularly, or whose risk structure is more complex.

In 2016, RNIV risk factors made up, on average, less than 4% (2015: 5%) of our IMA capital requirements for trading market risk. The biggest individual risk factor is dividend risk, caused by changes in market expectations about dividends. The VaR approach does not capture this risk very well because of the illiquid nature of the risk factor. We normally find new RNIVs by analysing profit and loss, and new products. Then we include them in our calculation of our capital requirement, whether or not they are material at the time, and inform the regulator in the appropriate manner.

We can use two approaches to calculate how much RNIV capital we should hold, depending on what kind of market data is available. The first approach means doing a calculation like those for Regulatory VaR and Stressed VaR. For this approach we also use a multiplication factor, following the CRR and PRA rules. The second approach is stress-based, using sensitivities and plausible stressed market moves. At the moment, we only have stress-based RNIVs. And each individual RNIV value is independent, so it does not benefit from diversification in the capital requirements calculation.

 

Risk mitigation(unaudited)

We manage and control trading market risk within clear parameters. We measure and monitor our risk exposures against these limits. There are specific levels that trigger relevant teams to take action or alert people in other functions. This means we can limit the impact of any negative market movements, while also improving our earnings. We keep the business units that originate trading market risk separate from the functions responsible for managing, controlling and overseeing risk.

Risk monitoring and reporting(unaudited)

We document and maintain a complete set of written policies, procedures and processes to help identify, assess, manage and report trading market risk.

Santander UK plc    85


Annual Report 2016

Risk review

    

 

Risk reviewTRADING MARKET RISK REVIEW

VaR

This table shows our Internal VaR for 2013, 2014 and 2015. There are figures for exposure to each of the main classes of risk. Andrisk for each year, we show the highest figures, the lowest, the average,2016 and those at the year end.

2015. The VaR figures show how much the fair values of all our tradeable instruments (like shares or bonds) could have changed. Since trading instruments are recorded at fair value, these are also the amounts by which they could have increased or reduced our net income.

 

 

 
Trading  Year-end exposure  Average exposure  Highest exposure   Lowest exposure 
instruments          2015
£m
      2014
£m
      2013
£m
          2015
£m
      2014
£m
      2013
£m
          2015
£m
       2014
£m
       2013
£m
           2015
£m
       2014
£m
       2013
£m
 

 

 

Interest rate risks(1)

   2.0    2.2    3.0    2.8    3.6    4.7    4.6     5.6     7.6     1.7     1.9     2.9  

Equity risks(2)

   0.8    0.6    1.4    0.7    1.0    1.9    1.1     1.9     4.6     0.5     0.5     0.7  

Property risks(3)

       0.1    0.1        0.1    0.1         0.1     0.2          0.1       

Credit (spread)

           0.3        0.2    0.4    0.2     0.6     1.0               0.2  

  risks(4)

                  

Other risks(5)

   0.1    0.1        0.1        0.1    0.1     0.1     0.5                 

 

 

Correlation

   (0.9  (0.6  (1.5  (0.9  (1.1  (2.2                             

offsets(6)

                  

 

 

Total correlated

   2.0    2.4    3.3    2.7    3.8    5.0    4.7     6.3     8.0     1.6     1.9     3.0  

one-day VaR

                  

 

 
Trading instruments      Year-end exposure               Average exposure               Highest exposure                Lowest exposure     
    

2016

£m

  

2015

£m

       

2016

£m

  

2015

£m

       

2016

£m

   

2015

£m

        

2016

£m

   

2015  

£m  

 

Interest rate risks(1)

   2.9   2.0     2.5   2.8     3.6    4.6      1.7    1.7   

Equity risks(2)

   1.4   0.8     0.9   0.7     1.5    1.1      0.6    0.5   

Credit (spread) risks(3)

                       0.2          –   

Foreign exchange risks

   1.5   0.1        1.4   0.1        2.2    0.1         0.1    –   

Correlation offsets(4)

   (2.3  (0.9       (2.0  (0.9                        –   

Total correlated one-day VaR

   3.5   2.0        2.8   2.7        3.6    4.7         1.7    1.6   

 

(1)This measures the effect of changes in interest rates and how volatile they are. The effects are on cash instruments, securities and derivatives. This includes swap spread risk (the difference between swap rates and government bond rates), basis risk (changes in interest rate tenor basis) and inflation risk (changes in inflation rates).
(2)This measures the effect of changes in equity prices, volatility and dividends on stock and derivatives.
(3)Property risk measures the effect of changes in the property indices and is mainly captured by the illiquid risk framework. The property interest rate VaR is included under interest rate risk.
(4)This measures the effect of changes in the credit spread of corporate bonds orand credit derivatives.
(5)The other risks here include foreign exchange risk, which measures the effect of changes in foreign exchange rates and how volatile they are.
(6)(4)The highest and lowest exposures for each risk type did not necessarily happen on the same day as the highest and lowest total correlated one-day VaR. It is impossible to calculate a corresponding correlation offset effect, so we have not included it in the table.

 

LOGOLOGO

Back-testing(unaudited)

The graph below shows our one-day 99% Internal VaR compared to the Actual and Hypothetical profit and loss:

LOGO

2016 compared to 2015

The back-testing exceptions that occurred in 2016 were driven by isolated events and no changes or recalibrations to the VaR model were deemed necessary. The exception at the end of December 2016 was driven by year-end demand for US dollars in the foreign exchange swap market and a general lack of liquidity over the year-end. This resulted in a material widening of spreads in the very short end of US dollar-Japanese yen and US dollar cross currency swaps. These losses were reversed in the first week of 2017 as forward rates normalised.

 

 

Annual Report 201586    Santander UK plc

Risk review


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

 

Other key risks

    

 

BANKING MARKET RISK

OUR KEY BANKING MARKET RISKS(unaudited)

Banking market risk mainly comes from providing banking products and services to customers – as well as structural exposures in our balance sheet.sheet exposures. It arises in Retail Banking, Commercial Banking and Corporate Centre.

Banking market risks come about inall our business segments. In Retail Banking and Commercial Banking onlyit arises as a by-product of writing customer business. Our main exposures are interest rates (yieldbusiness and basis), inflation and credit spreads. Wewe transfer banking marketmost of these risks in Retail Banking and Commercial Banking to Corporate Centre who manage them. Corporate Centre also manages structural exposures arising in our balance sheet, such as foreign exchange and income statement volatility. We have no exposures in Global Corporate Banking.

The only kindstypes of material banking market risk we keepkept in Retail Banking and Commercial Banking are short-term mismatches due to forecasting variances in prepayment and launch risk – that is, where customers pre-pay loans before their contractual maturity or do not take the expected volume of new products. In Global Corporate Banking, it arises from short term markets and lending to corporates, which we also transfer to Corporate Centre to manage. Corporate Centre also manages our structural exposures in our balance sheet exposures, such as foreign exchange and income statement volatility risk.

We have always treated Banking market risk as a significant risk. Due to global and domestic uncertainty following the financial crisis, we considered banking market risk to be an emerging and future risk. In recent years, the Base Rate has been held at historically low levels, and has been considered unlikely to rise. However, in 2015, the economic outlook for the UK and the expectation of interest rate rises increased. If the Base Rate does not rise as expected and continues to stay at current low levels, our net interest margins could be negatively impacted. In this context, we now consider Banking market risk to be a top risk. We continue to monitor events and forecasted rates closely while taking an enterprise wide approach to mitigate risks.

Our main exposures tokey banking market risks come from:are:

 

    Key risks

 

 

Description

 

  

Interest rate risk

 

The main parts are:

Yield curve riskrisk:: comes from timing mismatches in the re-pricingrepricing of fixed and variable rate assets, liabilities and off- balanceoff-balance sheet instruments. It also comes from investing non-interest-bearing liabilities in interest-bearing assets.

We mainly measure yield curve risk with Net Interest Margin (NIM) and Economic Value of Equity (EVE) sensitivity analysis. We supplement this with other risk measures, like stress testing, and VaR. The NIM and EVE sensitivities cover all material yield curve risk in the banking book balance sheet.

 

Basis risk:comes from pricing assets using a different rate index to the liabilities funding them. We’reWe are exposed to basis risks associated with Base Rate, reserve rate linked assets we deposit with central banks, the Sterling Overnight Index Average (SONIA) rate, and LIBOR rates of different terms.

We are particularly exposed to the difference between Base Rate linked rates earned on customer assets, and wholesale (LIBOR-linked) rates paid on liabilities funding those assets.

 

  

Inflation and

spread risks

 

This isarises when the value of (or income from) our assets or liabilities is affected by changes in the market levels of inflation and credit spreads. We hold portfolios of securities for liquidity and investment purposes that are exposed to these risks. We account for our assets in these portfolios as available-for-sale securities. We recognise the volatility in their fair value in Other Comprehensive Income,comprehensive income, until they are sold or unless it reflects an impairment in the asset’s fair value, in which case we recognise it is recognised in the Income Statement.

We monitor the market risks of these portfolios using sensitivities, VaR and stress tests. We report them against limits and triggers to senior management daily and to ALCO and Risk Management Committee monthly. The VaR we report captures all key sources of volatility (including interest rate risk and inflation and spread risks) to fully reflect the potential volatility.income.

 

  

Foreign exchange risk

 

Our non-trading businesses operate mainly in sterling markets, so we do not create significant foreign exchange exposures. The only exception is money we raise in foreign currencies, which is covered in the ‘Wholesale funding’ section.

We hedge our foreign currency funding positions back to sterling, so our foreign exchange positions tend to be residual exposures that remain after hedging. These positions could be, for example, to ‘spot’ foreign exchange rates or to cross currency basis. We monitor foreign exchange risk against absolute net exposures and VaR-based limits and triggers.

For more, see ‘Redenomination risk’ in the ‘Country risk exposure’ section and ‘Term Issuance’we discuss in the ‘Wholesale funding’ section.

 

  

Income statement

volatility risk

 

Most of our assets and liabilities in our banking book balance sheet are accrual accounted.measured at amortised cost. We sometimes manage thetheir risk profile from these assets and liabilities by using derivatives. As all derivatives are accounted for at fair value, thisthe difference in accounting treatment can lead to volatility in the income statement. This happens even where the derivative is an economic hedge of the asset or liability.

 

We mitigate this volatility mainly through hedge accounting. We monitor any hedge accounting ineffectiveness that might lead to income statement volatility, with a VaR measure and trigger, reported monthly.

For our accounting policies for derivatives and hedge accounting, see Note 1 to the Consolidated Financial Statements.

BANKING MARKET RISK MANAGEMENT

Risk appetite

Our framework for dealing with market risk is part of our overall Risk Framework. The market risk Framework sets out our high-level arrangements and minimum standards for managing, controlling and overseeing banking market risk. Our Risk Appetite sets the controls, risk limits and key risk metrics for banking market risk. We articulate Risk Appetite by the income and value sensitivity limits we set in our Risk Appetite, and NIM and EVE sensitivity limits set by Banco Santander.

108  Risk measurementSantander UK plc(unaudited)


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

    Managing and controlling banking market risk

    —

We control banking market risk based on the Balance Sheet Management Risk Framework.

    —

We articulate Risk Appetite by both the income and value sensitivity limits we set based on:

– Our Risk Appetite

– The limits for NIM and EVE sensitivities set by the Banco Santander group.

    —

ALCO is responsible for managing our risk exposure, within limits. We also use triggers to flag when our exposures are nearing our limits. This also controls other material risk types, such as basis risk. To manage interest rate risk, we use derivatives (typically interest rate swaps) and natural offsets between asset and liability positions. We report positions to ALCO and the Board Risk Committee monthly.

Risk measures

For banking market risk, we mainly measure our market risk exposures with both NIM and EVE sensitivity analysis – supported by the risk measures we explained in the Trading‘Trading market risk management’ section. We also monitor our interest rate repricing gap.

NIM and EVE sensitivities

NIM and EVE sensitivity measures are commonly used in the financial services industry. The calculations for NIM and EVE sensitivities involve many assumptions, including expected customer behaviour (such as early repayment of loans) and how interest rates may move.

These assumptions are a key part of the overall control framework, so we update and review them regularly. Our NIM and EVE sensitivities include the interest rate risk from all our banking book positions. Our banking book positions generate almost all our reported net interest income.

 

 

    NIM sensitivity

 

 
    —  

NIM sensitivity is an income-based measure we use to forecast the changes to interest income and interest expense in different scenarios. It gives us a combined impact on net interest income over a given period – usually 12 months.

 

 
    —  

We calculate NIM sensitivity by simulating the net interest marginNIM using two yield curves. The difference between the two net interest marginNIM totals is the NIM sensitivity.

 

 

    —

  

Our main model assumptions are that:

–  The balance sheet is dynamic, meaning it includes the run-off of current assets and liabilities as well as retained and new businessbusiness.

–  We use a behavioural balance sheet rather than contractual one. This means we adjust balances for behavioural or assumed profile. We do this with most retail products whose behavioural maturity is less than the contractual maturity. This is usually because customers are exercising the option for early withdrawal or prepayment, or there is no contractual maturity.

 

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Risk review

 

    EVE sensitivity

 

 
    —  

We calculate EVE as the change in the net present value of all the interest rate sensitive items in the banking book balance sheet for a defined set of instantaneous parallel shifts in the yield curve.

 

    —  

We use a static balance sheet, all balance sheet items run-off according to their contractual, behavioural or assumed run-off behaviour (whichever is appropriate), and there is no retained or new business.

 

The limitations of sensitivities

We use sensitivities to measure the impact of standard, instantaneous, parallel shifts in relevant yield curves, (usingusing a 0% interest rate floor where needed).needed. The advantage of using standard parallel shifts is they generally give us a constant measure of the size of our market risk exposure, with a simple and consistent stress. This compares to specific scenarios like ‘flat rates’. The magnitude of flat rates depends on the shape of the current curve and the shift required to reach the flat rate scenario.

There is one exception to the relative simplicity of parallel shifts. In order to prevent negative interest rates, the yield curve may be ‘floored’ at 0%.

Using material parallel shocks does not always seem realistic, or it might not necessarily test the scenarios that have the most impact on us. So we run non-parallel stress tests too – to calculate the impact of some plausible non-parallel scenarios, and over various time periods for income stresses (usually one or three years).

Other ways of measuring risk

Annual Report 2015

Risk review

As well as using sensitivities and stress tests, we can measure banking market risk using net notional positions. This can give us a simple expression of our exposure, although it generally needs to be combined with other risk measures to cover all aspects of a risk profile, such as projected changes over time. The final metric we can use is VaR. VaR can be useful because it captures changes in economic values. However, VaR will not reflect the actual impact of most of our banking book assets and liabilities on our income statement. This is because they are accounted for at amortised cost rather than fair value.

Stress testing

We use stress testing of market risk factors to complement the risk measurement we get from standard sensitivities.

Stress testing scenarios

Simple stress tests (like parallel shifts in relevant curves), give us clear measures of risk control and a consistent starting point for setting limits. More complex, multi-factor and multi-time period stress tests can:

Give us information about specific potential events
Test various outcomes that we might not capture through parallel stresses or VaR-type measures because of data or model limitations.

can give us information about specific potential events and test various outcomes that we might not capture through parallel stresses or VaR-type measures because of data or model limitations. We can also use stress tests to estimate losses in extreme market events beyond the confidence level used in VaR models.

We discuss stress testing results at senior level management committees. They affect Corporate Centre’s decisions by highlighting possible risks in the banking book and the effectiveness of remedial actions we could take. We compare stress test results with stress limits and triggers set by our internal committees, or against metrics set by the PRA. If the results are over our limits or triggers, we take remedial actions and follow an escalation process.

We can adapt stress tests to reflect current concerns or market conditions quicker than we can with other risk measures, like VaR. We can include both individual business area stresses and Santander UK-wide scenarios.

Our stress tests fall into one of these categories:

Specific, deterministic stress tests that are not referenced to market history or expectations (parallel stresses of a given size, for example)
Historic, deterministic stress tests with changes in market risk factors based either on specific past events (like the situation in the fourth quarter of 2008) or on our statistical analysis of changes in the past
Hypothetical, deterministic stress tests, with the changechanges in market risk factors based on our judgement of possible future rates in a given scenario.

We can produce stress tests using either income or value measures. They cover one or more categories of exposures accounted for on an accruals basis or at fair value. We use expert judgement both in defining appropriate hypothetical stress tests and any adjusting assumptions based on the balance sheet, management actions and customer behaviour.

Other waysHow we use stress testing

We discuss stress testing results at senior level management committees. They affect Corporate Centre’s decisions by highlighting possible risks in the banking book and the effectiveness of measuringremedial actions we could take. We compare stress test results with stress limits and triggers set by our internal committees, or against metrics set by the PRA. If the results are over our limits or triggers, we take remedial actions and follow an escalation process.

Risk mitigation(unaudited)

We hedge our foreign currency funding positions back to sterling, so our foreign exchange positions tend to be residual exposures that remain after hedging. These positions could be, for example, to ‘spot’ foreign exchange rates or to cross currency basis. We monitor foreign exchange risk against absolute net exposures and VaR-based limits and triggers. For more, see ‘Our funding strategy and structure’ and ‘Term issuance’ in the ‘Liquidity risk’ section.

As well as using sensitivitiesWe mitigate income statement volatility mainly through hedge accounting. We monitor any hedge accounting ineffectiveness that might lead to income statement volatility, with a VaR measure and trigger, reported monthly. For our accounting policies for derivatives and hedge accounting, see Note 1 to the Consolidated Financial Statements. We typically hedge the interest rate risk of the portfolio of securities we hold for liquidity and investment purposes with interest rate swaps, retaining spread and inflation exposures. These retained exposures are the key drivers of the VaR and stress tests we can measureuse to assess the risk of the portfolio.

Risk monitoring and reporting(unaudited)

We monitor the banking market riskrisks of the portfolios held for liquidity and investment purposes using net notional positions. This can give us a simple expressionsensitivities, VaR and stress tests. We report them against limits and triggers to senior management daily and to ALCO and Executive Risk Control Committee monthly. The VaR we report captures all key sources of our exposure, although it generally needsvolatility (including interest rate, inflation and credit spread risks) to be combined with other risk measures to cover all aspects of a risk profile (like projected changes over time).

The final metric we can use is VaR. VaR can be useful because it captures changes in economic values. However, VaR will notfully reflect the actual impact of most of our banking book assets and liabilities on our income statement. This is because they are accounted for at amortised cost rather than fair value.potential volatility.

Risk review

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Other key risks

BANKING MARKET RISK REVIEW

Interest rate risk

Yield curve risk

The table below shows how our base case income and valuation would be affected by a 50 basis point parallel shift (both upwards and downwards) applied instantaneously to the yield curve at 31 December 20152016 and 2014.2015. Sensitivity to parallel shifts represents the amount of risk in a way that we think is both simple and scalable. 50 basis points is the stress we typically focus on for banking market risk controls, although we also monitor sensitivities to other parallel shifts.and non-parallel shifts as well as scenarios.

 

    2015        2014     2016         2015 
    +50bps
£m
     -50bps
£m
       +50bps
£m
     -50bps
£m
     +50bps
£m
     -50bps
£m
        +50bps
£m
     -50bps
£m
 

NIM sensitivity

     131       39        15       5       240      (82      131      39 

EVE sensitivity

     86       (54      103       (195

EVE sensitivity (unaudited)

     54      (30      86      (54

2016 compared to 2015(unaudited)

The movement in NIM sensitivities in 20152016 was largely due to market volatility and reduced levels of the yield curve following the UK referendum on EU membership and the subsequent Base Rate cut. This, combined with retail liability products re-pricing (including changes to the terms of our 1I2I3 Current Account and some variable rate savings products) and changes in underlying management assumptions, has increased NIM sensitivities to both up and down 50bps parallel shocks.

The reduction in EVE sensitivities in 2016 largely reflected our hedging activity to mitigate the underlying models used for risk measurement purposes. The assumptions used in these have been updated to better reflectrisks of a continuing low interest rate environment, the current low rate environment. The increased volume of fixed rate assets left unhedged overas well as the yearchanges in the underlying management assumptions used for risk measurement purposes mentioned above.

We have also contributedtaken actions to be prepared for the increases. These increases were partially offset by growthpossibility of negative interest rates in bank account liability volumes.the UK, including a review of our systems and models, and to ensure any potential impact on our customers is appropriately managed.

Basis risk(unaudited)

We measure basis risk using various risk measures, including VaR. The VaR measure uses the same VaR methodology as our trading book. The Basis Riskbasis risk VaR at 31 December 2015 was £1m (2014: £3m). It reflects our basis risk exposure between the Base Rate, reserve rate linked assets deposited with central banks, the Sterling Overnight Index Average (SONIA) rate and between LIBOR ratesLondon Interbank Offered Rates (LIBOR) of different terms.

2016 compared to 2015

The reductionbasis risk VaR at 31 December 2016 was £13m (2015: £1m). The increase in 2016 was largely due to underlying net basis position changes as a result of the continued reduction in SVR mortgages and growth in bank account liability volumes and a continued reduction in SVR mortgages. This was partially offsetvolumes.

Interest rate repricing gap(unaudited)

The table below shows the interest rate repricing gap of our balance sheet by including ten years of market data in the VaR model, instead of only two years, which resulted in more severe stresses being applied.repricing buckets.

    3 months
£m
  1 year £m   3 years £m  5 years £m  >5 years £m  Not sensitive
£m
  Total £m 

2016

         

Assets

   139,262   31,817    54,289   16,883   16,358               17,337               275,946 

Liabilities

   166,131               20,418                23,231   18,451   25,517   26,000   279,748 

Off-balance sheet

   (15,463  7,596    (611  7,361   4,919      3,802 

Net gap

   (42,332  18,995    30,447   5,793   (4,240  (8,663   

2015

         

Assets

   139,374   25,911    49,349               19,414   10,097   16,397   260,542 

Liabilities

   149,444   23,186    21,304   14,063               24,910   26,801   259,708 

Off-balance sheet

   (18,615  1,274    10,799   (1,213  6,921      (834

Net gap

   (28,685  3,999    38,844   4,138   (7,892  (10,404   

Inflation and spread risks(unaudited)

The VaR of the portfolios of securities we held for liquidity and investment purposes was £5m at 31 December 2015 was £3m (2014: £5m)2016 (2015: £3m). The main risk factors remain the inflation and spread risk exposures of these positions. The reductionincrease in VaR in 20152016 was mainly due toas a decreaseresult of portfolio growth and rebalancing, plus the impact of more volatile market data used in inflation risk driven by the ageing of the index-linked gilt portfolio.VaR calculation.

We regularly stress test these portfoliosthe portfolio against historical and hypothetical scenarios. Using the possible losses we estimate from the stress tests, we establish limits that complement our VaR-based limits. At 31 December 2015,2016, using historic deterministic stress tests, we estimated the worst three month stressed loss for these portfolios to be £259m (2014: £218m)£280m (2015: £259m). The increase in 2015simulated stress loss from these portfolios was mainly due to more severe stresses to the underlying market risk factors to reflectportfolio growth from both new asset purchases, and a more prudent methodology, and changesrise in the compositionGBP value of our bond portfolio as partforeign currency denominated assets, following the fall in the value of normal liquidity management activities.GBP after the UK referendum on EU membership.

 

 

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Annual Report 2016

Risk review

 

Other key risks

    

 

 

Liquidity risk

 

        

 

 

Overview(unaudited)

Liquidity risk is the risk that while still being solvent, we do not have sufficient liquid financial resources available to meet our obligations as they fall due, or we can only secure such resources at excessive cost.

 

It is split into three parts:

    Funding or structural liquidity risk: the risk that we may not have sufficient liquid assets to meet the payments required at a given time due to maturity transformation.

    Contingent liquidity risk: the risk that future events may require a larger than expected amount of liquidity i.e. the risk of not having sufficient liquid assets to meet sudden and unexpected short-term obligations.

 

    Market liquidity risk:the risk that assets we hold to mitigate the risk of failing to meet our obligations as they fall due, which are normally liquid, become illiquid when they are needed.

In this section, we describe our sources and uses of liquidity and how we manage liquidity risk. We also analyse our key liquidity metrics, including our Liquidity Coverage Ratio (LCR) and our eligible liquidity pool.

 

We then explain our funding strategy and structure and we also analyse our loan to deposit ratio (LDR) and our wholesale funding. Finally we analyse how we have encumbered some of our assets to support our funding activities.

 

Key metrics(unaudited)

 

 

LCR increasedimproved to 139% (2015: 120%)

 

Our LCR eligible liquidity pool decreasedincreased by £0.8bn£12.0bn to £38.7bn,£50.7bn at 31 December 2016, mainly reflecting lowerprudent liquidity funding requirements, largely dueplanning and an increase in the collateral received for derivatives used to short and medium-term funding maturities.hedge our foreign currency medium term issuance after the UK referendum on EU membership.

 

Wholesale funding with maturity of <1yr downup to £21.1bn£21.4bn (2015: £21.1bn)

 

Wholesale funding with a residual maturity of less than one year decreasedincreased by £2.0bn£0.3bn to £21.1bn in 2015,£21.4bn at 31 December 2016, reflecting changes in the maturity profile of our medium-termwholesale funding.

 

LCR eligible liquidity pool coverage of wholesale funding of <1yr increased to 237% (2015: 183%)

 

Our LCR eligible liquidity pool significantly exceeded wholesale funding with a residual maturity of less than one year, with a 183% coverage ratio up from 171% in 2014.of 237% at 31 December 2016.

 

Loan-to-deposit ratio reduced to 121%

The LDR reduced to 121% in 2015 from 124% in 2014, mainly driven by the continued strong growth in retail current accounts and deposits in Commercial Banking and Global Corporate Banking.

 

 

 

 

 

 

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Risk review


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

 

Other key risks

    

 

SOURCES AND USES OF LIQUIDITY(unaudited)

Our main sources of liquidity

Most of our customer lending is financed by customer deposits. Although these funds are mostly callable, they give us a stable and predictable core of funding. This is due to the nature of retail accounts and the breadth of our retail customer relationships.

We also have a strong wholesale funding investor base, which is diversified across locationsproduct types and product types. Wegeographies. Through the wholesale markets we have active relationships within many counterparties across various sectors. These includesectors including banks, other financial institutions, corporates and investment funds. Our main sources ofWe access the wholesale funding are:

Secured and unsecured money-market funding (includes unsecured cash, repurchase agreements, certificates of deposit and commercial paper issuance)
Senior debt issuance (includes public and private bond issuances)
Asset-backed funding (includes securitisation and covered bond issuance)
Subordinated debt and capital issuance (although the main purpose is not funding).

Our main programmesmarkets for issuingsubordinated debt, are managed by (and in the name of)longer-dated senior unsecured debt, covered bonds and shorter-dated senior unsecured debt, through Abbey National Treasury Services plc on its own behalf. Our US commercial paper programme is managed by (and in the name of) Abbey National Treasury Services plc, US branch. However, some issuances still remain in the namefor structured notes and short-term funding and through securitisations of Abbey National North America LLC – a guaranteed subsidiary of Santander UK plc.certain assets. For more on our programmes, see NoteNotes 16, 29 and 30 toin the Consolidated Financial Statements.

We generate funding on the strength of our balance sheet, our profitability and our own network of investors. We do not rely on guarantees from Banco Santander SA or any other member of the Banco Santander group.Santander. We do not raise funds to finance other members of the Banco Santander group or guarantee their debts (other than some of our own subsidiaries). As a PRA-regulated group, Santander UK plc has to meet our PRA liquidity needs on a stand-alonestandalone basis. This means we have to prove to the PRA we can withstand liquidity and capital stress tests.

While we manage our funding and liquidity on a stand-alonestandalone basis, we do coordinate our issuance plans with the rest of the Banco Santander group where appropriate. And whileappropriate and we comply with rules set by the PRA, other regulators, and Banco Santander standards. While we manage, consolidate and monitor liquidity risk centrally, we also monitor, measuremanage and controlmonitor it in the business area it comes from.

Our main uses of liquidity

Our main uses of liquidity are:

Funding our lending in Retail Banking and Commercial Banking
Paying interest expenses
Paying dividends to shareholders
Repaying debt
Consideration for business combinations.

are to fund our lending in Retail Banking and Commercial Banking, pay interest expense, pay dividends to shareholders, and repay debt. Our ability to pay dividends depends on various factors. These include our regulatory capital needs, distributable reserves and financial performance.

We also use liquidity as consideration for business combinations.

112  OUR KEY LIQUIDITY RISKSSantander UK plc(unaudited)


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Other key risks

Our key liquidity risks

Through our liquidity risk appetite framework, we manage our funding or structural contingent and market and contingentliquidity risks wherever they arise. This can be in any of the following areas:

 

 

    Key risks

 

  

Description

 

 

Retail and Corporatecorporate deposit outflows

    Risk of outflowsOutflows if we are seen as more of a credit risk than our peers.
 

Wholesale secured and unsecured

liquidity outflows

  

 

  

Risk of wholesaleWholesale unsecured deposits failing to roll over at maturity date.

 

Risk ofAn inability to replace wholesale secured funding with less liquid collateral failing to roll over at maturity date, or the roll over of funding into a form that requires more highly liquid collateral.

on maturity.

 

Off-balance sheet

activities

  

 

 

 

 

  

Risk of collateralCollateral outflows that could happen if our credit rating was downgraded. Credit rating downgrades could also lead to higher costs or less capacity to raise funding.

 

Risk of outflowsOutflows of collateral we owe but that have not yet been called.

 

Risk of outflowsOutflows of collateral due to market movements.

 

Risk of drawdownsDrawdowns on committed facilities based on facility type, and counterparty type and creditworthiness.

 

 

Other risks

  

  

Funding concentrations – the risk of outflows against concentrations of wholesale secured financing providers.

Intra-day cash flows – risk of shortfall on the liquidity we need to support intra-day needs.

Intra-group commitments and support – the risk of cash in our subsidiaries becoming unavailable to the wider Santander UK group and contingent calls for funding from subsidiaries and affiliates.

Non-contractualFranchise retention – outflows – the risk of outflows that are not contractual but are neededwe need to support our future business and reputation.

 

 

 

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LIQUIDITY RISK MANAGEMENT

Introduction(unaudited)

We manage liquidity risk on a consolidated basis. We created our governance, oversight and control frameworks, and our liquidity risk appetite (LRA), on the same basis.

Under this model, (andand the PRA’s regulatory liquidity rules)rules, Santander UK plc and its subsidiaries Abbey National Treasury Services plc and Cater Allen Limited form the Domestic Liquidity Sub-group (DoLSub). EachIt is assumed that each member of the DoLSub is required towill support the others by transferring surplus liquidity in times of stress. We manage liquidity flows between the DoLSub and other areas of our business efficiently. The same arrangement existed before October 2015 under the Defined Liquidity Group rules of the PRA in place until that date.

Risk appetite

Our liquidity risk appetite statement is based on the principles of liquidity management we use to manage our balance sheet. It also supports our need to meet or exceed the rules of our regulators.

Our liquidity management principles are that we:

Meet or exceed all PRA liquidity requirements
Ensure that all maturing liabilities can be refinanced as they fall due
Maintain a level of customer loans versus customer deposits and prevent an over-reliance on wholesale markets
Maintain enough capacity to realise liquid assets within an appropriate period to support our liquidity risk appetite
Avoid an over-reliance on funding from a single product, customer or counterparty
Maintain long-term funding to match long-term assets
Maintain a sufficient level of unencumbered assets to support current and future funding and collateral requirements.

Our liquidity risk appetite is approved by the Board, under advice from the Board Risk Committee. Our liquidity risk appetite, in the context of our overall Risk Appetite, is reviewed and approved by the Board each year, or more often if needed.

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Other key risks

Risk measurement(unaudited)

We use a number of metrics to manage liquidity risk. These include metrics that show the difference between cash and collateral inflows and outflows in different time periods. They also include structural metrics, such as our loan-to-deposit ratio and our level of encumbered assets.

Stress testing(unaudited)

We also have a liquidity stress test framework in place that includes the most plausible and significant stress scenario. It is approved as part of our liquidity risk appetite. To fit with our risk appetite, the liquidity outflows that come from this stress test must be fully covered with high-quality liquid assets.

We must cover the outcome of other plausible (but less likely) stress tests with a combination of:

–  High-quality liquid assets

–  Other liquid assets

–  Management actions sanctioned at the right level of governance.

Our Risk division runs our stress tests. They are:

 

    Our approach to liquidity riskTest

Description

 

 
    —Our liquidity risk appetite stress 

A comprehensive stress test that looks at all our risks during an idiosyncratic shock in a time of market-wide disruption that causes a loss of confidence in our brand. We identify, assess, managereviewed and report liquidity risk in line with our liquidity risk framework.

    —

We aim to comply withrevised our liquidity risk appetite stress in 2016 and requirements of our regulators. We do this by holding prudent levels of highly liquid assets. We also manage possible cashhave retained the stress scenario whilst updating the calculated outflows and make sure we have access to fundsresulting from a wide range of sources.

    —

Our Board delegates responsibility for liquidity risk to the CEO. In turn, he delegates the:

–  Management to the CFO

–  Control and oversight to the CRO and the Risk Division.it.

 

 
Global economic stress 

We maintain strong operational and management governance as part of our overall liquidity and funding risk management framework. We aim to be as resilient as possible to liquidity and funding stresses. We do this by structuring our balance sheetA stress test that looks at a slowdown in emerging markets that results in a prudent and sensible way.downturn in the UK housing market.

 

 
US stress 

Our framework appliesStress tests that look at the impact of losing the confidence of US investors, affecting our access to all aspects of liquidity risk. It is in line with our liquidity risk appetite and we monitor it on a daily, weekly and monthly basis. We do this through different committees and levels of management, including ALCO and the Board Risk Committee.US funding markets.

 

 
Acute retail stress 

Stress tests that look at the impact of losing the confidence of retail depositors, causing major, acute loss of deposits.

We have clear responsibilities for short-term funding, medium-term funding, encumbrance, collateral

Slow retail stress

Stress tests that look at the impact of a prolonged period of loss of deposits.

Wholesale stress

A stress test that incorporates an adverse assessment of the impact of the UK referendum on EU membership, where losing corporate and liquid asset management. This also ensures we managewholesale customer confidence causes us a prolonged period of loss of deposits.

Protracted stress

A 12-month stress with a three-month period of severe liquidity risksconstraint and the loss of retail customer confidence and subsequent loss of deposits.

Eurozone stress

A stress test that looks at a scenario in our daily operations, strategywhich a major deterioration in the eurozone economies has a knock-on (or contagion) effect on us, causing severe liability outflows and planning.rating agency action.

 

We also conduct sensitivity analysis and reverse stress testing for instant liquidity shocks by each key liquidity risk. We do this to understand the impacts they would have on our liquidity risk appetite and our regulatory liquidity metrics.

We also monitor our PRA Individual Liquidity Guidance and our Liquidity Coverage Ratio (LCR) to ensure we continue to meet the PRA requirements, and we monitor our Net Stable Funding Ratio (NSFR) even though the rules for this are not yet finalised.

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Risk review

Risk mitigation(unaudited)

The Board aims to make our balance sheet resilient at all times and for it to be perceived as such by stakeholders. This preserves our short and long-term viability. The Board recognises that as we are involved in maturity transformation, we cannot hold enough liquidity to cover all possible stress scenarios. The Board requires us to hold enough liquidity to make sure we will survive the most plausible and significant stress scenario. We do this by keeping a prudent balance sheet structure and maintaining our approved liquid resources. We review this scenario regularly to keep it relevant to the current economic and market environment.

Ongoing business management

Within our framework of prudent funding and liquidity management, we manage our activities to minimise our liquidity risk.

We do this inhave clear responsibilities for short-term funding, medium-term funding, encumbrance, collateral and liquid asset management. This ensures we manage liquidity risks as part by distinguishingof our ongoing business management and within our daily operations, strategy and planning. We distinguish between short-term and strategic activities.activities as follows:

 

 

    Short-term tactical liquidity management

 

Liquid resources 

We maintain liquid assets, contingent liquidity and defined management actions to source funds. We do this to cover unexpected demands on cash in both a plausible and significant stress scenario and other more distant and severe but less probable scenarios. Our main stress events are large and unexpected deposit withdrawals by retail customers and the loss of unsecured wholesale funding.

 

Funding profile

 

We use metrics to help control outflows in different maturities.maturities and concentrations.

 

Intra-day collateral management

 

We make sure we have enough collateral to support our involvement in payment and settlement systems.

 

 

    Strategic funding management

 

  

Structural balance sheet shape

 

We manage our:

–  Maturityour maturity transformation, (wherewhere we invest shorter-term funding in longer-term assets)

–  Useassets. We also manage our use of wholesale funding for non-marketable assets,

–  Use and our use of non-marketable assets to generate liquidity.

 

  
Wholesale funding strategy 

We avoid:

–  Relyingavoid relying too much on any individual or groups of customer, currency, market or product that might become highly correlated in a time of stress

–  Excessivestress. We also avoid excessive concentrations in the maturity of our wholesale funding.

 

  
Wholesale funding capacity 

We maintain and promote our client relationships, monitor our line availability and maintain our funding capacity by using lines and markets.

 

We set limits and triggers for our key tactical and strategic liquidity risk drivers. We monitor and report them monthly to oversight committees and the Board.

114  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

Our liquidity risk appetite(unaudited)

The Board aims to make our balance sheet resilient at all times and for it to be perceived as such by stakeholders. This preserves our short and long-term viability. The Board recognises that as we are involved in maturity transformation, we cannot hold enough liquidity to cover all possible stress scenarios.

The Board requires us to hold enough liquidity to make sure we will survive the most plausible and significant stress scenario. We do this by keeping a prudent balance sheet structure and maintaining our approved liquid resources. We review this scenario regularly to keep it relevant to the current economic and market environment.

Our liquidity risk appetite statement is based on the principles of liquidity management we use to manage our balance sheet. It also supports our need to meet or exceed the rules of our regulators.

Our liquidity management principles are that we:

Use a funding structure that is in line with the composition of our asset base
Maintain a suitable retail deposit base. We do this by attracting stable deposits, but not relying too much on products that have tended, in the past, to be unstable in times of stress
Balance the growth of our assets and liabilities
Use short-term funding to manage our short-term commitments and volatility in funding
Use long-term funding to give diversification, manage the liquidity structure of our balance sheet and support our liquid resources
Use a funding strategy that:
Avoids relying too much on short-term wholesale funding
Attracts sustainable commercial deposits
Diversifies our sources, products and tenor of funding
Complies with our encumbrance policy.

Our liquidity risk appetite is approved by the Board, under advice from the Board Risk Committee. Our liquidity risk appetite, in the context of our overall risk appetite, is reviewed and approved by the Board each year or more often if needed. This can be due to changes in our business or approach. We do this to make sure our liquidity risk appetite stays in line with our current and planned business activities.

The CEO, under advice from the Executive Risk Committee, approves more detailed liquidity risk limits. The CRO, supported by the Risk Division, monitors our compliance with our liquidity risk appetite.

As well as the liquidity risk appetite, we comply with rules set by the PRA, other regulators and Banco Santander group standards.

Annual Report 2015

Risk review

Stress testing(unaudited)

We have a liquidity stress test framework in place that includes the most plausible and significant stress scenario. It is approved as part of our liquidity risk appetite. The liquidity outflows that come from this stress test must, to fit with our risk appetite, be fully covered with high-quality liquid assets.

We must cover the outcome of other plausible (but less likely) stress tests with a combination of:

High-quality liquid assets
Other liquid assets
Management actions sanctioned at the right level of governance.

Our Risk Division runs these stress tests. They are:

    Activity

Description

Our liquidity risk appetite stress

A comprehensive stress test that looks at all our risks during an idiosyncratic shock in a time of market-wide disruption that causes a loss of confidence in our brand.

Global economic stress

A stress test that looks at a slowdown in emerging markets that results in a downturn in the UK housing market.

US stress

Stress tests that look at the impact of losing the confidence of investors in the US, affecting our access to US funding markets.

Acute retail stress

Stress tests that look at the impact of losing the confidence of retail depositors, causing major, acute loss of deposits.

Slow bleed stress

Stress tests that look at the impact of a prolonged loss of deposits.

Wholesale stress

A stress test where losing corporate and wholesale customer confidence causes us a prolonged loss of deposits.

Protracted stress

A 12-month stress with a three-month period of severe liquidity constraint and the loss of retail customer confidence and subsequent loss of deposits

Eurozone severe

stress

A stress test that looks at a more extreme scenario in which a major deterioration in the eurozone economies has a knock-on (or contagion) effect on us, causing severe liability outflows and rating agency action.

We also conduct sensitivity analysis and reverse stress testing for instant liquidity shocks by each key liquidity risk. We do this to understand the impacts they would have on our liquidity risk appetite and our regulatory liquidity metrics.

Financial adaptability

We also consider our ability to change the amounts and timing of cash flows to respond to unexpected needs or opportunities. To determine our financial adaptability, we have considered our ability to:

Find new sources of finance
Get financial support from other Banco Santander group companies
Continue in business by reducing our operations or using different resources.

116  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

Compliance with internal and regulatory stress tests

In 2015, we monitored and reported the:

PRA Individual Liquidity Guidance (ILG)
Basel III regime LCR defined by the relevant EU Delegated Act and updated PRA liquidity regime.
Net Stable Funding Ratio (NSFR). We do this even though the rules for this ratio are not yet finalised.

We reviewed and revised our liquidity risk appetite in 2015. We updated it to represent the coverage of our most plausible and significant stress by qualifying liquid resources. This stress scenario is more severe than the one we used in 2014, so it requires us to hold more eligible liquid assets.

In 2014, the LRA Pillar 2 stress was focused on the next most plausible stress event that might occur. This was viewed to possibly result from the review by Standard & Poor’s (S&P) of the credit ratings of UK banks that followed the UK government decision to implement the EU Bank Resolution and Recovery Directive ahead of other EU states.

In 2015, S&P completed their review and affirmed our credit rating. As a result, we have updated the scenario. The most plausible stress that we could face is now considered more distant but more significant than the one in 2014. This is due to the current economic and geopolitical climate.

This table shows the Santander UK LRA and LCR reflecting the stress testing methodology in place at that time.

      

LRA

(two-month Santander UK
specific requirement)

     LCR 
      2015
£bn
     2014
£bn
     2015
£bn
     2014(1)
£bn
 

Eligible liquidity pool

     34.4       36.6       37.8       38.9  

Asset inflows

     0.8       0.5       1.5       1.0  

Stress outflows:

                

Retail and commercial deposit outflows

     (9.2     (5.3     (7.6     (7.0

Wholesale funding and derivatives

     (9.0     (12.8     (16.3     (19.0

Contractual credit rating downgrade exposure

     (4.4     (5.3     (5.9     (7.3

Drawdowns of loan commitments

     (2.7     (2.2     (3.1     (3.0

Other

     (1.2     (1.6              

Total stress net cash outflows

     (25.7     (26.7     (31.4     (35.3

Surplus

     8.7       9.9       6.4       3.6  

Liquidity pool as a percentage of anticipated net cash flows

     134%       137%       120%       110%  
(1)Non-IFRS measure. See page 332.

Annual Report 2015

Risk review

OUR LIQUIDITY POOL

To minimise our liquidity risk we hold a portfolio of unencumbered liquid assets at all times.

Our liquidity risk appetite and regulatory requirements determine the size and composition of this portfolio.

LCR eligible liquidity pool

This table shows the carrying value and liquidity value of the assets in our eligible liquidity pool at 31 December 2015 and 2014. It also shows the weighted average carrying value in the year:

      Carrying value        Liquidity value(1)        Weighted average carrying value in
the year
 
      2015
£bn
           2014
£bn
              2015
£bn
           2014
£bn
        

      2015

£bn

     

 ��    2014

£bn

 

Cash and deposits with central banks

     15.9       22.5        15.9       22.5        19.1       24.5  

Government bonds

     18.1       13.1        17.8       13.1        12.5       5.6  

Supranational bonds and multilateral development banks

     1.2       1.0        1.2       1.0        1.1       0.9  

Covered bonds

     2.1       1.8        1.8       1.6        2.3       2.0  

Asset-backed securities

     0.7       0.5        0.7       0.4        0.6       0.2  

Corporate bonds

     0.1               0.1               0.1       0.6  

Equities

     0.6       0.6         0.3       0.3         0.5       0.8  
      38.7       39.5         37.8       38.9         36.2       34.6  

(1)Liquidity value is the carrying value with the applicable LCR haircut applied.

Our LCR eligible liquidity pool consists of high-quality liquid assets included in the LCR.

The key qualifying criteria are:

Available cash and central bank reserves that we can draw
Government bonds or government-guaranteed bonds, but only if the issuer is a central government, central bank, local authority or a regional government of the European Economic Area (EEA) and other sovereigns. They must meet minimum credit ratings
Supranational bonds and multilateral development banks or issuances guaranteed by these bodies
Covered bonds. They must meet minimum credit ratings or residual weighted average lives, asset coverage levels, issue size and other criteria for local regulation
Senior tranches of asset-backed securities. These include RMBSs issued by an EEA country. They are subject to minimum credit ratings, loan-to-value levels, residual weighted average lives and exposure levels
Corporate bonds. They must meet minimum credit ratings, maximum tenor on issuance and size
Equity shares that are listed on major stock indices. They must meet type of issuer and minimum price volatility levels.

We regularly test the liquidity of our eligible liquidity pool, in line with PRA and Basel rules. We do this by realising some of the assets through repurchase or outright sale to the market. We make sure that over any 12-month period we realise a significant part of our eligible liquidity pool.

As well as our eligible liquidity pool, we have access to otherhold a portfolio of unencumbered assets.liquid assets at all times. Our LRA and regulatory requirements determine the size and composition of this portfolio. These assets give us a source of contingent liquidity. Weliquidity, as we can realise some of these assetsthem in a time of stress to create liquidity through repurchase or outright sale to the market.

Recovery and resolution framework

In the event of a liquidity or capital stress, Santander UK has developed a series of actions that would be taken that form part of the Recovery and Resolution framework. This enables us to respond to a wide variety of stresses, from mild to severe, in a coordinated and efficient manner. It addresses how a capital or liquidity stress would be managed as part of our wider incident management processes. It defines three stages of severity which are invoked in response to triggers across a range of metrics falling outside threshold levels, or a qualitative assessment of potential serious risks to our financial position and balance sheet strength. All of these metrics are part of our existing risk management processes.

As part of our Recovery and Resolution framework, we also consider our ability to change the amounts and timing of cash flows to respond to unexpected events. To determine our financial adaptability, we consider our ability to:

– Find new sources of finance

– Get financial support from other Banco Santander companies

– Continue in business by reducing our operations or using different resources.

Risk monitoring and reporting(unaudited)

We monitor liquidity risk on a daily, weekly and monthly basis. We do this through different committees and levels of management, including ALCO and the Board Risk Committee.

 

 

11894    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

LIQUIDITY RISK REVIEW(unaudited)

Liquidity Coverage Ratio

This table shows our LCR and LRA reflecting the stress testing methodology in place at that time.

      LCR         LRA 
             

(two-month Santander UK

specific requirement)

 

 

      

2016

 

£bn

     

2015

 

£bn

         

2016

 

£bn

     

2015

 

£bn

 

Eligible liquidity pool

     50.1      37.8          45.2      34.4 

Asset inflows

     1.9      1.5       1.3      0.8 

Stress outflows:

                 

Retail and commercial deposit outflows

     (8.2     (7.6      (9.8     (9.2

Wholesale funding and derivatives

     (21.0     (16.3      (8.1     (9.0

Contractual credit rating downgrade exposure

     (5.6     (5.9      (5.0     (4.4

Drawdowns of loan commitments

     (3.1     (3.1      (2.5     (2.7

Other

                     (3.2     (1.2

Total stress net cash outflows

     (36.0     (31.4         (27.3     (25.7

Surplus

     14.1      6.4          17.9      8.7 

Eligible liquidity pool as a percentage of anticipated net cash flows

     139%                  120%          166%      134% 

LCR eligible liquidity pool

This table shows the carrying value and liquidity value of the assets in our eligible liquidity pool at 31 December 2016 and 2015. It also shows the weighted average carrying value in the year:

      Carrying value        Liquidity value(1)         Weighted average carrying
value in the year
 
      2016
£bn
     

2015

£bn

        2016
£bn
     

2015

£bn

         

2016

£bn

     

2015

£bn

 

Cash and balances at central banks

     16.0                      15.9       16.0                      15.9       19.0      19.1 

Government bonds

     29.5      18.1       29.5      17.8       18.4      12.5 

Supranational bonds and multilateral development banks

     1.5      1.2       1.5      1.2       1.4      1.1 

Covered bonds

     2.9      2.1       2.6      1.8       2.6      2.3 

Asset-backed securities

     0.7      0.7       0.5      0.7       0.8      0.6 

Corporate bonds

           0.1             0.1             0.1 

Equities

     0.1      0.6              0.3          0.5      0.5 
      50.7      38.7        50.1      37.8          42.7      36.2 

(1)   Liquidity value is the carrying value with the applicable LCR haircut applied.

Santander UK plc    95


Annual Report 2016

Risk review

    

 

Balance sheet classification

This table shows the carrying value of the assets in our eligible liquidity pool in our Consolidated Balance Sheet, or their treatment as off-balance sheet, at 31 December 20152016 and 2014.2015.

 

           On balance sheet     Off balance sheet        On-balance sheet        Off-balance sheet 
    Eligible
liquidity
pool
     Cash and
balances at
central banks
     Trading
assets
   Available-for-
sale securities
     Loans and
receivables
securities
     Collateral
received/
(pledged)
   Eligible
liquidity
pool
   Cash and
balances at
central banks
   Trading
assets
   Loans and
receivables
securities
   Available-for-
sale securities
   Held-to-
maturity
investments
       Collateral
received/
(pledged)
 
    £bn     £bn     £bn   £bn     £bn     £bn   £bn   £bn   £bn   £bn   £bn   £bn        £bn 

2016

                
Cash and balances at central banks   16.0    16.0                       
Government bonds   29.5        5.3        5.0    6.4      12.8 

Supranational bonds and multilateral development banks

   1.5                1.4          0.1 
Covered bonds   2.9                2.9           
Asset-backed securities   0.7            0.1    0.6           

Equities

   0.1        4.5                   (4.4
   50.7    16.0    9.8    0.1    9.9    6.4       8.5 

2015

                                      

Cash and deposits with central banks

     15.9       15.9                          –   
Cash and balances at central banks   15.9    15.9                       

Government bonds

     18.1              3.9     4.3              9.9      18.1        3.9        4.3          9.9 
Supranational bonds and multilateral development banks     1.2                   1.2              –      1.2                1.2           

Covered bonds

     2.1                   2.4              (0.3)     2.1                2.4          (0.3

Asset-backed securities

     0.7                   0.6       0.1       –      0.7            0.1    0.6           

Corporate bonds

     0.1                   0.1              –      0.1                0.1           

Equities

     0.6              5.7                   (5.1)     0.6        5.7                   (5.1
     38.7       15.9       9.6     8.6       0.1       4.5      38.7    15.9    9.6    0.1    8.6           4.5 

2014

                      
Cash and deposits with central banks     22.5       22.5                          –   
Government bonds     13.1              6.3     4.5              2.3   
Supranational bonds and multilateral development banks     1.0                   1.1              (0.1)  
Covered bonds     1.8                   2.2              (0.4)  
Asset-backed securities     0.5                   0.4       0.1       –   
Corporate bonds                                      –   
Equities     0.6              3.5                   (2.9)  
     39.5       22.5       9.8     8.2       0.1       (1.1)  

Geographical distribution

This table shows the geographical distribution of the carrying value of the assets in our eligible liquidity pool at 31 December 20152016 and 2014:2015:

 

    UK
£bn
     US
£bn
     EEA
£bn
     Other
£bn
     Total
£bn
 

2016

                    
Cash and balances at central banks     12.5      3.5                  16.0 
Government bonds(1)     23.1      2.9      2.8(2)      0.7(3)      29.5 
Supranational bonds and multilateral development banks(4)     0.1      0.8            0.6      1.5 
Covered bonds(5)     0.6      0.1      1.2      1.0      2.9 
Asset-backed securities(6)     0.5            0.1      0.1      0.7 
Equities                 0.1            0.1 
     36.8      7.3      4.2      2.4      50.7 
    UK
£bn
         USA
£bn
               EEA
£bn
           Other
£bn
                      Total
£bn
 

2015

                                    
Cash and deposits with central banks     13.7       2.2                 15.9  
Government bonds(3)     10.6       4.9       1.5(1)    1.1(2)    18.1  
Cash and balances at central banks     13.7      2.2                  15.9 
Government bonds(1)     10.6      4.9      1.5(2)      1.1(3)      18.1 
Supranational bonds and multilateral development banks(4)     0.1       0.6            0.5     1.2       0.1      0.6            0.5      1.2 
Covered bonds(5)     0.3       0.1       1.1     0.6     2.1       0.3      0.1      1.1      0.6      2.1 
Asset-backed securities(6)     0.5              0.1     0.1     0.7       0.5            0.1      0.1      0.7 
Corporate bonds(7)                   0.1          0.1                   0.1            0.1 
Equities     0.1              0.4     0.1     0.6       0.1            0.4      0.1      0.6 
     25.3       7.8       3.2     2.4     38.7       25.3      7.8      3.2      2.4      38.7 

2014

                
Cash and deposits with central banks     18.1       4.4                 22.5  
Government bonds(3)     9.2       3.2       0.6(1)    0.1(2)    13.1  
Supranational bonds and multilateral development banks(4)            0.5       0.5          1.0  
Covered bonds(5)     0.3              1.4     0.1     1.8  
Asset-backed securities(6)     0.3              0.2          0.5  
Corporate bonds(7)                               
Equities     0.4              0.1     0.1     0.6  
     28.3       8.1       2.8     0.3     39.5  

 

(1)Consists of GermanyAAA rated bonds of £0.9bn (2014: £0.6bn)£8.6bn (2015: £11.6bn), NetherlandsAA+ rated bonds of £0.3bn (2015: £5.1bn), AA rated bonds of £20.0bn (2015: £0.3bn), AA- rated bonds of £0.2bn (2014: £nil), France of £0.2bn (2014:(2015: £nil) and other countriesA rated bonds of £0.2bn (2014: £nil)£0.4bn (2015: £1.1bn).
(2)Consists of JapanGermany of £1.1bn (2014:£1.8bn (2015: £0.9bn), Netherlands of £0.4bn (2015: £0.2bn), Belgium of £0.2bn (2015: £nil), France of £0.1bn (2015: £0.2bn) and Switzerlandother countries of £nil (2014: £0.1bn)£0.3bn (2015: £0.2bn).
(3)Consists of AAA rated bondsJapan of £11.6bn (2014: £8.4bn)£0.4bn (2015: £1.1bn), AA+ rated bondsSwitzerland of £5.1bn (2014: £4.6bn), AA rated bonds£0.2bn (2015: £nil) and Canada of £0.3bn (2014: £0.1bn) and A rated bonds of £1.1bn (2014:£0.1bn (2015: £nil).
(4)Consists of AAA rated bonds of £1.2bn (2014: £0.9bn) and AA+ rated bonds of £nil (2014: £0.1bn)£1.5bn (2015: £1.2bn).
(5)Consists of AAA rated bonds of £2.0bn (2014: £1.7bn),£2.9bn (2015: £2.0bn) and AA+ rated bonds of £0.1bn (2014: £nil) and A rated bonds of £nil (2014:(2015: £0.1bn).
(6)Consists of AAA rated bonds of £0.7bn (2014: £0.5bn)(2015: £0.7bn).
(7)Consists of AA rated bonds of £0.1bn (2014: £nil)£nil (2015: £0.1bn).

 

 

Annual Report 2015

Risk review

Currency analysis

This table shows the carrying value of our eligible liquidity pool by major currencies at 31 December 2015 and 2014:

      US Dollar
£bn
     Euro
£bn
     Sterling
£bn
        Other
£bn
        Total
£bn
 

2015

     9.8       1.5       26.3       1.1       38.7  

2014

     9.6       1.4       28.3       0.2       39.5  

Composition of the eligible liquidity pool

This table shows the allocation of the carrying value of the assets in our eligible liquidity pool for LRA, PRA and LCR purposes at 31 December 2015 and 2014. Following the PRA’s adoption of the EBA regime in 2015, the qualifying criteria for inclusion in the eligible liquidity pool for PRA and LCR purposes are now aligned.

      Eligible     Of which     Of which     Of which LCR eligible 
     liquidity     LRA     PRA                   
     pool     eligible     eligible     Level 1     Level 2A     Level 2B 
      £bn     £bn     £bn     £bn     £bn     £bn 

2015

                        

Cash and deposits with central banks

     15.9       14.8       15.9       15.9                

Government bonds

     18.1       18.1       18.1       17.0       1.1         

Supranational bonds and multilateral development banks

     1.2       1.2       1.2       1.2                

Covered bonds

     2.1       1.8       2.1       1.5       0.6         

Asset backed securities

     0.7       0.4       0.7                     0.7  

Corporate bonds

     0.1              0.1              0.1         

Equities

     0.6       0.6       0.6                     0.6  
      38.7       36.9       38.7       35.6       1.8       1.3  

2014

                        

Cash and deposits with central banks

     22.5       20.8       20.8       22.5                

Government bonds

     13.1       13.1       12.6       13.1                

Supranational bonds and multilateral development banks

     1.0       1.0       1.0       1.0                

Covered bonds

     1.8       1.8              1.4       0.4         

Asset backed securities

     0.5       0.5                            0.5  

Corporate bonds

                                          

Equities

     0.6                 ��                 0.6  
      39.5       37.2       34.4       38.0       0.4       1.1  

2015 compared to 2014(unaudited)

Late 2014 and the first half of 2015 saw an easing of monetary policy after the European Central Bank (ECB) announcement in January of a programme of sovereign bond purchases which is planned to continue until March 2017 or until a sustained adjustment to inflation is achieved. In addition, general concerns about global economic growth and the risk of deflation led other central banks to ease their monetary policy. This resulted in lower short-term interest rates and, with some volatility, longer-term rates.

Investor sentiment remained positive through the year, continuing the trend in 2014 of a search for enhanced yield and increased appetite for riskier assets. This positive trend was not significantly impacted by uncertainty surrounding Greece and the eurozone. In the second half of the year, focus shifted towards the economic situation in China and emerging markets. This saw a withdrawal of capital from these areas, and a focus on the timing and trajectory of rate increases in the US and the UK. Other geopolitical tensions did not have a discernible impact.

In 2015, we continued to benefit from our strong liquidity position and conservative balance sheet structure. This was reflected by S&P affirming our credit rating as part of their UK banking assessment, while some peer banks experienced a credit rating downgrade.

Throughout 2015, we maintained robust risk management controls to monitor and manage the levels of our eligible liquidity pool and encumbrance. Our eligible liquidity pool significantly exceeded wholesale funding of less than one year, with a coverage ratio of 183% at 31 December 2015 (2014: 171%). The change in the coverage ratio (which is expected to be volatile due to the management of normal short-term business commitments) was driven mainly by:

A decrease in wholesale funding with a residual maturity of less than one year of £2.0bn to £21.1bn at 31 December 2015 (2014: £23.1bn). This reflected changes in the maturity profile of our medium-term funding.
An offsetting decrease in eligible liquidity pool assets by £0.8bn to £38.7bn at 31 December 2015 (2014: £39.5bn). This reflected lower liquidity requirements, largely due to the phasing of short-term funding and of medium-term maturities.

The LCR increased to 120% at 31 December 2015 (2014: 110%(1)).

(1) Non-IFRS measure. See page 332.

12096    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Currency analysis

This table shows the carrying value of our eligible liquidity pool by major currencies at 31 December 2016 and 2015:

      US Dollar
£bn
     Euro
£bn
     Sterling
£bn
     Other
£bn
     

Total  

£bn  

 

2016

     10.1      2.4      37.6      0.6      50.7   

2015

     9.8      1.5      26.3      1.1      38.7   

Composition of the eligible liquidity pool

 

This table shows the allocation of the carrying value of the assets in our eligible liquidity pool for LRA and LCR purposes at 31 December 2016 and 2015.

 

 

 

      LCR eligible liquidity pool     Of which 
      Level 1
£bn
     Level 2A
£bn
     Level 2B
£bn
     Total  
£bn  
     LRA eligible
£bn
 

2016

                    

Cash and balances at central banks

     16.0                  16.0        15.0 

Government bonds

     28.9      0.6            29.5        29.5 

Supranational bonds and multilateral development banks

     1.5                  1.5        1.5 

Covered bonds

     1.7      1.2            2.9        2.9 

Asset-backed securities

                 0.7      0.7        0.3 

Equities

                 0.1      0.1        0.1 
      48.1      1.8      0.8      50.7        49.3 

2015

                    

Cash and balances at central banks

     15.9                  15.9        14.8 

Government bonds

     17.0      1.1            18.1        18.1 

Supranational bonds and multilateral development banks

     1.2                  1.2        1.2 

Covered bonds

     1.5      0.6            2.1        1.8 

Asset-backed securities

                 0.7      0.7        0.4 

Corporate bonds

           0.1            0.1         

Equities

                 0.6      0.6        0.6 
      35.6      1.8      1.3        38.7        36.9 

2016 compared to 2015

Throughout 2016, we maintained robust risk management controls to monitor and manage the levels of our eligible liquidity pool and encumbrance. Our LCR eligible liquidity pool significantly exceeded wholesale funding of less than one year, with a coverage ratio of 237% at 31 December 2016 (2015: 183%), and our LCR improved to 139% at 31 December 2016 (2015: 120%). The change in the coverage ratio (which is expected to be volatile due to the management of normal short-term business commitments) and the LCR was mainly due to an increase in the eligible liquidity pool assets of £12.0bn to £50.7bn at 31 December 2016 (2015: £38.7bn). This mainly reflected prudent liquidity planning and an increase in the collateral received for derivatives used to hedge our foreign currency medium term issuance after the UK referendum on EU membership. In addition, some of the increase was driven by anticipation of the greater requirements expected when the EU adopts Regulatory Technical Standards for assessing additional collateral outflows on derivatives contracts.

Santander UK plc    97


Annual Report 2016

Risk review

OUR FUNDING STRATEGY AND STRUCTURE

Funding strategy(unaudited)

Our funding strategy continues to be based on maintaining a conservatively structured balance sheet and diverse sources of funding.

Most of our funding comes from customer deposits. The rest is sourced from a mix of secured and unsecured funding in the wholesale markets. ThisOverall this means that we do not rely too heavily on wholesale funds, both medium and short-term.funds. This is reflected in our customer loan-to-deposit ratio which is monitored against limits on a monthly basis. At the same time, it makes sure our sources of funding are not too concentrated on any one product. We have checks and controls to limit our asset encumbrance from secured funding operations. As part of maintaining a diverse funding base, we raise funding in a number of currencies, including euro, and convert it into sterling through currency swaps to fund our commercial assets which are largely sterling denominated.

Our base of stable retail and corporate deposits is a key funding source for us. We leverage our large and diverse customer base to offer products that give us a long-term sustainable source of funding. We do this by focusing on building long-term relationships. More than 90% of our total core retail customer liabilities are covered by the Financial Services Compensation Scheme (the FSCS).

Behavioural maturities

The contractual maturity of balance sheet assets and liabilities highlights the maturity transformation that underpins the role of banks to lend long-term, but to fund themselves mostly with shorter-term liabilities, like customer deposits.

We achieve this by diversifying our funding operations across a wide customer base, both in numbers and by type of depositor. In practice, the behavioural profiles of many liabilities show more stability and longer maturity than the contractual maturity. This is especially true of many types of retail and corporate deposits that, while they may be repayable on demand or at short notice, have shown good stability even in times of stress.

We model behaviour profiles using our experience of historical customer behaviour. We use these behavioural maturities to determine the funds transfer pricing interest rates at which we reward and charge our business units for sources and uses of funds. We will apply this rate until a customer changes onto a different product or service offered by us or by one of our competitors.

We continue to improve the quality of our retail, commercial and wholesale deposits. Across all customer segments, we aim to deepen our customer relationships. We do this to lengthen the contractual and behavioural profile of our liability base. In Retail Banking, we support this aim with attractive products such as the 1l2l3 World offering.

Deposit funding

This table shows our customer loans, customer deposits and loan-to-deposit ratio at 31 December 2015 and 2014.Our Retail Banking and Commercial Banking activities are mostly funded by customer deposits. The rest is funded by long-term debt and equity (including funding secured against our customer loans and advances).through wholesale markets.

The data for our business segments does not include accrued interest. The total data includes accrued interest but does not include repurchase and reverse repurchase agreements.

      

Customer
loans

£bn

   

Customer
deposits

£bn

   

Loan-to-
deposit ratio

%

 

2015

        

Retail Banking

     164.8     137.3     120  

Commercial Banking

     20.9     18.1     115  

Global Corporate Banking

     5.5     3.0     183  

Corporate Centre

     7.4     3.9     190  

Total customer loans and deposits

     198.6     162.3    

Adjust for: fair value loans, loan loss reserves, accrued interest and other

     (0.6   0.9       

Statutory loans and advances to customers/deposits by customers(1)

     198.0     163.2    

Less: repurchase agreements and reverse repurchase agreements

     (1.0   (0.5     

Total(2)

     197.0     162.7     121  

2014

        

Retail Banking

     158.5     129.6     122  

Commercial Banking

     18.7     15.3     122  

Global Corporate Banking

     5.2     2.3     226  

Corporate Centre

     8.3     5.2     160  

Total customer loans and deposits

     190.7     152.4    

Adjust for: fair value loans, loan loss reserves, accrued interest and other

     (2.0   1.2       

Statutory loans and advances to customers/deposits by customers(1)

     188.7     153.6    

Less: repurchase agreements and reverse repurchase agreements

     (0.2   (0.5     

Total(2)

     188.5     153.1     124  

(1)The customer loans and customer deposits numbers are the balances disclosed in Notes 16 and 27 to the Consolidated Financial Statements respectively. The customer deposits balance above excludes downstreamed funding from our immediate parent, Santander UK Group Holdings plc, of £0.8bn (2014: £nil).
(2)We calculate the total loan-to-deposit ratio as loans and advances to customers (excluding reverse repurchase agreements) divided by deposits by customers (excluding repurchase agreements).

 

 

Annual Report 201598    Santander UK plc

Risk review


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

 

Other key risks

    

 

Wholesale funding

Wholesale funding and issuance model(unaudited)

The Banco Santander group is a multiple point of entry resolution group. This means that should it fail, it would be split up into parts. Healthy parts might be sold or be maintained as a residual group without their distressed sister companies. The resolution or recapitalisation of the distressed parts might be effected via ‘bail in’ of bonds that had been issued to the market by a regional intermediate holding company.

Santander UK Group Holdings plc is a single point of entry resolution group. This means that resolution would work downwards from the group’s holding company (i.e. Santander UK Group Holdings plc). Losses in subsidiaries would first be transferred up to Santander UK Group Holdings plc. If the holding company is bankrupt as a result, the group needs resolving. The ‘bail in’ tool is applied to the holding company, with the equity being written off and bonds converted into equity as necessary into equity to recapitalise the group. Those bondholders would become the new owners. Theowners, and the group would stay together.

Santander UK Group Holdings plc is the immediate holding company of Santander UK plc, which in turn is the immediate parent company of Abbey National Treasury Services plc. This structure as set out below, is a Bank of England recommended configuration which aims to resolve banks without disrupting the activities of their operating companies, thereby maintaining continuity of services for customers.

Our current structure is:

 

LOGOLOGO

The cross guarantees have the effect of aligning the interests of the class of creditors covered by the cross guarantees across the operating companies.

The PRA regulates our capital (including dividends and AT1 coupon payments) and large exposures. We are also required to satisfy the PRA that we can withstand capital and liquidity stresses on a standalone basis.

Santander UK Group Holdings plc issues:

Senior unsecured
Subordinated debt.

Santander UK plc and ANTS plc issuance includes:

Covered bonds
Mortgages for RMBS vehicles
Senior unsecured
Short-term funding, such as commercial paper and certificates of deposit.

During 2015, we received further clarity regarding the TLAC and MREL requirements. We believe the most efficient way of meeting the majority of our requirements will be through the issuance of senior unsecured debt from Santander UK Group Holdings plc, downstreamed to our operating companies transparently in a compliant form.

Composition of wholesale funding(unaudited)

We are active in the wholesale markets and we have direct access to both money market and long-term investors through our funding programmes. This makes our wholesale funding well diversified by product, maturity, geography and currency. This includes currencies available across a range of channels from:

Money markets
Repo markets
Seniorfrom money markets, repo markets, senior unsecured, secured, medium-term and subordinated debt.

2016 compared to 2015

As part of our ring-fence planning, from 1 June 2016, Santander UK plc became the issuer in respect of the outstanding notes issued by Abbey National Treasury Services plc under its US$30bn Euro Medium Term Note Programme, its Euro 35bn Global Covered Bond Programme, and its US SEC registered debt shelf. Santander UK plc also became the issuer for the following standalone securities: the Euro 60m Guaranteed Step-Down Fixed / Inverse Floating Rate Notes due 2019, and the £166,995,000 Zero Coupon Amortising Guaranteed Notes due 2038.

Except for the covered bonds, which will continue to have the secured guarantee of Abbey Covered Bonds LLP, all notes transferred to Santander UK plc by Abbey National Treasury Services plc and all notes issued by Santander UK plc in the future under these programmes will be the sole liability of Santander UK plc and will not be guaranteed by any other entity.

Going forward, Santander UK plc is intended to be our main operating company issuer of senior unsecured debt and covered bonds. Santander UK Group Holdings plc will be the issuer of subordinated debt and Minimum Requirement for Own Funds and Eligible Liabilities (MREL) / Total Loss Absorbing Capacity (TLAC) eligible senior unsecured debt.

Santander UK plc    99


Annual Report 2016

Risk review

Maturity profile of wholesale funding

This table shows our main sources of wholesale funding. It does not include securities financing repurchase and reverse repurchase agreements. The table is based on exchange rates at issue and scheduled repayments. It does not reflect the final contractual maturity of the funding.

   <=1 month  >1 and  >3 and  >6 and  >9 and  Sub-total  >1 and  >2 and  >5 years  Total 
     <=3 months  <= 6 months  <=9 months  <=12 months  <=1 year  <=2 years  <=5 years       
   £bn  £bn  £bn  £bn  £bn  £bn  £bn  £bn  £bn  £bn 
2016          
Downstreamed from Santander UK Group Holdings plc to Santander UK plc(1) 
Senior unsecured – public benchmark                       2.7   1.3   4.0 

– privately placed

                          0.1   0.1 

Subordinated liabilities and equity (including

AT1 issuances)

                       0.8   1.7   2.5 
                        3.5   3.1   6.6 
Other Santander UK plc          
Deposits by banks  0.1               0.1            0.1 
Senior unsecured – public benchmark(2)     0.9      0.9      1.8   2.1   6.7   2.1   12.7 

– privately placed(2)

  0.9         0.4   0.2   1.5   0.6   1.4   0.2   3.7 
Covered bonds(2)  1.0      0.8      1.4   3.2   1.8   6.1   4.1   15.2 
Securitisation and structured issuance(3)  0.8   0.3   1.1   1.4   0.9   4.5   1.3   0.7   0.6   7.1 
Term Funding Scheme                       4.5      4.5 
Subordinated liabilities  0.1               0.1   0.2   0.2   2.2   2.7 
   2.9   1.2   1.9   2.7   2.5   11.2   6.0   19.6   9.2   46.0 
Other group entities          
Deposits by banks  0.4         0.2      0.6            0.6 
Certificates of deposit and commercial paper  2.9   3.1   1.3   0.7   0.4   8.4            8.4 
Senior unsecured – privately placed(2)                    0.1   0.5   0.5   1.1 
Securitisation and structured issuance(4)  0.3   0.3   0.2   0.2   0.2   1.2   0.9   0.4      2.5 
   3.6   3.4   1.5   1.1   0.6   10.2   1.0   0.9   0.5   12.6 
Total  6.5   4.6   3.4   3.8   3.1   21.4   7.0   24.0   12.8   65.2 
Of which: – secured  2.1   0.6   2.1   1.6   2.5   8.9   4.0   11.7   4.7   29.3 

 – unsecured

  4.4   4.0   1.3   2.2   0.6   12.5   3.0   12.3   8.1   35.9 
2015(5)          
Downstreamed from Santander UK Group Holdings plc to Santander UK plc(1) 
Senior unsecured – public benchmark                       0.8      0.8 
Subordinated liabilities and equity (including AT1 issuances)                       0.8   1.7   2.5 
                        1.6   1.7   3.3 
Other Santander UK plc          
Deposits by banks  0.1   0.2            0.3            0.3 
Securitisation and structured issuance(3)  0.9      0.7   1.3   0.5   3.4   4.4   1.7   0.7   10.2 
Subordinated liabilities                    0.1   0.4   2.3   2.8 
   1.0   0.2   0.7   1.3   0.5   3.7   4.5   2.1   3.0   13.3 
Other group entities          
Deposits by banks  0.1   0.6            0.7            0.7 
Certificates of deposit and commercial paper  1.6   3.2   1.7   0.6   0.1   7.2            7.2 
Senior unsecured – public benchmark(2)        0.7         0.7   1.8   7.1   3.0   12.6 

– privately placed(2)

  0.5      0.2   0.7   0.6   2.0   1.8   2.0   0.2   6.0 
Covered bonds(2)           0.9   1.6   2.5   3.2   3.7   6.9   16.3 
Securitisation and structured issuance(4)  0.9   0.7   0.7   0.8   1.2   4.3   0.4   0.6      5.3 
   3.1   4.5   4.0   3.0   3.5   17.4   7.2   13.4   10.1   48.1 
Total  4.1   4.7   4.0   4.3   4.0   21.1   11.7   17.1   14.8   64.7 
Of which: – secured  1.8   0.7   1.4   3.0   3.3   10.2   8.0   6.0   7.6   31.8 

 – unsecured

  2.3   4.0   2.6   1.3   0.7   10.9   3.7   11.1   7.2   32.9 

(1)Currently all our senior debt issued out of Santander UK Group Holdings plc is downstreamed into Santander UK plc on an equivalent rankings basis (e.g. senior unsecured is downstreamed as senior unsecured, subordinated capital instruments are downstreamed as subordinated capital instruments, etc.). However, under the end-state MREL / TLAC regime, senior unsecured debt issued out of Santander UK Group Holdings plc will be downstreamed in a form that is subordinated to senior unsecured debt, but senior to subordinated capital instruments issued out of Santander UK plc.
(2)With effect on and from 1 June 2016, Santander UK plc was substituted in place of Abbey National Treasury Services plc as principal obligor under its existing senior unsecured wholesale securities. For more on this see Notes 29 and 30 to the Consolidated Financial Statements.
(3)This includes funding from mortgage-backed securitisation vehicles where Santander UK plc is the asset originator.
(4)This includes funding from asset-backed securitisation vehicles where entities other than Santander UK plc are the asset originator.
(5)The 2015 numbers in this table are unaudited.

 

 

122100    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Maturity profile of wholesale funding

This table shows our main sources of wholesale funding. It does not include securities financing repurchase and reverse respurchase agreements. The table is based on exchange rates at issue and scheduled repayments. It does not reflect the final contractual maturity of the funding.

   Not more
than 1
month
  Over 1
but not
more than
3 months
  Over 3
but not
more than
6 months
  Over 6
but not
more than
9 months
  Over 9
but not
more than
12 months
  Sub-total
less than
1 year
  Over 1
but not
more than
2 years
  Over 2
but not
more than
5 years
  Over 5
years
  Total 
   £bn  £bn  £bn  £bn  £bn  £bn  £bn  £bn  £bn  £bn 
2015          
Deposits by banks  0.2    0.8                1.0                1.0  
(non-customer deposits)          
CDs and Commercial Paper  1.6    3.2    1.7    0.6    0.1    7.2                7.2  
Senior unsecured:          
– public benchmark(1)          0.7            0.7    1.8    7.9    3.0    13.4  
– privately placed  0.5        0.2    0.7    0.6    2.0    1.8    2.0    0.2    6.0  
Covered bonds              0.9    1.6    2.5    3.2    3.7    6.9    16.3  
Securitisation and Structured Issuance  1.8    0.7    1.4    2.1    1.7    7.7    4.8    2.3    0.7    15.5  
Subordinated liabilities and equity (including AT1 issuances)(2)                          0.1    1.2    4.0    5.3  

Total at 2015

  4.1    4.7    4.0    4.3    4.0    21.1    11.7    17.1    14.8    64.7  
Of which:          
– secured  1.8    0.7    1.4    3.0    3.3    10.2    8.0    6.0    7.6    31.8  

– unsecured

  2.3    4.0    2.6    1.3    0.7    10.9    3.7    11.1    7.2    32.9  

2014

          
Deposits by banks  0.9    0.9    0.1            1.9                1.9  
(non-customer deposits)          
CDs and Commercial Paper  2.0    4.4    1.2    0.4    0.1    8.1    0.2            8.3  
Senior unsecured:          0.2        0.9    1.1    0.6    4.7    2.5    8.9  
– public benchmark(1)          
– privately placed      0.1    0.1    0.3    0.1    0.6    2.0    1.7    0.7    5.0  
Covered bonds      0.7    2.1            2.8    2.5    5.2    7.2    17.7  
Securitisation and Structured Issuance  2.5    0.1    2.9    1.1    1.1    7.7    6.6    4.6    0.7    19.6  
Subordinated liabilities and equity (including AT1 issuances)(2)  0.1            0.8        0.9        1.3    2.6    4.8  

Total at 2014

  5.5    6.2    6.6    2.6    2.2    23.1    11.9    17.5    13.7    66.2  
Of which:          
– secured  2.5    0.8    5.0    1.1    1.1    10.5    9.1    9.8    7.9    37.3  

– unsecured

  3.0    5.4    1.6    1.5    1.1    12.6    2.8    7.7    5.8    28.9  

(1)This includes downstream funding from our immediate parent company, Santander UK Group Holdings plc. £168m (2014: £nil) was in respect of the issuance of a ¥30bn senior unsecured probond in two tranches (3 and 5 year), and £675m (2014: £nil) was in respect of the issuance of a $1bn 5 year senior unsecured SEC registered benchmark issuance. For more details see Note 30 to the Consolidated Financial Statements.
(2)This includes downstream funding from our immediate parent company, Santander UK Group Holdings plc. £1,016m (2014: £nil) was in respect of the issuance of Tier 2 Dated Subordinated Notes and £1,550m (2014: £800m) was in respect of the issuance of Perpetual Capital Securities. See Notes 31 and 36 to the Consolidated Financial Statements.

Annual Report 2015

Risk review

Currency composition of wholesale funds

When we raise term funding in foreign currencies, we use cross currency matched swaps to convert it into sterling. When we raise short-term deposits in US dollars or euros, we either swap them into sterling, use them to buy eligible liquidity pool assets or place funds at the US Federal Reserve. This table shows our wholesale funding by major currency at 31 December 20152016 and 2014.2015.

 

      Sterling %   US Dollar %   Euro %  Other currencies
%
 

2015

         

Deposits by banks (non-customer deposits)

     18     82           

CDs and Commercial Paper

     36     47     17      

Senior unsecured – public benchmark

     12     44     43    1  

                              – privately placed

     9     9     79    3  

Covered bonds

     35          64    1  

Securitisation and Structured Issuance

     52     28     20      

Subordinated liabilities and equity (including AT1 issuance)

     58     41         1  
      33     26     40    1  

2014

         

Deposits by banks (non-customer deposits)

     7     77     16      

CDs and Commercial Paper

     19     64     17      

Senior unsecured – public benchmark

     10     43     45    2  

                              – privately placed

     18     13     66    3  

Covered bonds

     32          67    1  

Securitisation and Structured Issuance

     40     30     29    1  

Subordinated liabilities and equity (including AT1 issuance)

     71     26         3  
      31     27     41    1  
      2016         2015 (unaudited) 
     Sterling      US Dollar      Euro      Other       Sterling      US Dollar      Euro      Other 
      %     %     %     %         %     %     %     % 

Downstreamed from Santander UK Group Holdings plc to Santander UK plc

 

Senior unsecured – public benchmark

     12      63      21      4             80            20 

– privately placed

                       100                          

Subordinated liabilities and equity (including AT1 issuances)

     61      39                      61      39             
      31      53      13      3          46      49            5 

Other Santander UK plc

                                 

Deposits by banks

     33      67                   22      78             

Senior unsecured – public benchmark

     12      49      39                                

– privately placed

     3      1      93      3                          

Covered bonds

     41            58      1                          

Securitisation and structured issuance

     59      29      12             59      25      16       

Term Funding Scheme

     100                                            

Subordinated liabilities

     55      45                      55      44            1 
      39      21      39      1          56      32      12       

Other group entities

                                 

Deposits by banks

     7      93                   9      91             

Certificates of deposit and commercial paper

     31      68      1             35      48      17       

Senior unsecured – public benchmark

                              13      41      46       

– privately placed

     22      59      19             9      9      79      3 

Covered bonds

                              35            64      1 

Securitisation and structured issuance

     87      5      8                36      34      30       
      41      55      4                26      24      50       

Total

     39      30      30      1          33      26      40      1 

Reconciliation of wholesale funding to the balance sheet

This table reconciles our wholesale funding to our balance sheet at 31 December 20152016 and 2014.2015.

 

       Balance sheet line item      Balance sheet line item 
   Funding     Deposits   Deposits by   Debt   Financial     Trading   Subordinated     Share capital and   Funding Deposits Deposits by Trading Financial Debt Subordinated   
   analysis     by banks    customers(2)  securities   liabilities at     liabilities   liabilities     other equity   analysis by banks customers(1) liabilities liabilities securities liabilities Share capital and 
      in issue   fair value        instruments(4)           at fair value in issue   other equity(2) 
             £bn   £bn £bn £bn £bn £bn £bn £bn £bn 
  £bn   £bn £bn £bn £bn   £bn £bn      

2015

            

Deposits by banks (non-customer deposits)

   1.0                      1.0           

CDs and Commercial Paper

   7.2             7.2                    

2016

        

Deposits by banks

  0.7   0.3      0.4             

Certificates of deposit and commercial paper

  8.4            0.5   7.9       

Senior unsecured – public benchmark

   13.4         0.8    12.6                      16.7      4.1         12.6       

– privately placed

   6.0             4.0    2.0                  4.9            1.4   3.5       

Covered bonds

   16.3             16.3                      15.2               15.2       

Securitisation and Structured Issuance

   15.5     4.2    0.5    9.7         1.1           

Securitisation and structured issuance

  9.6   2.1(3)   0.5         7.0       

Term Funding Scheme

  4.5   4.5                   

Subordinated liabilities and equity

   5.3                          3.5     1.8    5.2                  3.4   1.8 

Total wholesale funding

   64.7     4.2    1.3    49.8    2.0     2.1    3.5     1.8    65.2   6.9   4.6   0.4   1.9   46.2   3.4   1.8 

Repos

   6.6                      6.6             8.8         8.8             

Foreign exchange and hedge accounting

   0.3             (0.1           0.4         5.4      0.4         4.1   0.9    

Other

   8.1     4.1(1)                4.0(3)            9.8   2.9(3)      6.4(4)   0.5          

Balance sheet total

   79.7     8.3    1.3    49.7    2.0     12.7    3.9     1.8    89.2   9.8   5.0   15.6   2.4   50.3   4.3   1.8 

2014

            

Deposits by banks (non-customer deposits)

   1.9                      1.9           

CDs and Commercial Paper

   8.3            8.0   0.3                

2015(unaudited)

        

Deposits by banks

 1.0        1.0             

Certificates of deposit and commercial paper

 7.2              7.2       

Senior unsecured – public benchmark

   8.9            8.9                     13.4     0.8        12.6       

– privately placed

   5.0            2.5   2.5                 6.0           2.0  4.0       

Covered bonds

   17.7            17.7                     16.3              16.3       

Securitisation and Structured Issuance

   19.6     4.8   0.5   14.1         0.2           

Securitisation and structured issuance

 15.5   4.2(3)  0.5  1.1     9.7       

Subordinated liabilities and equity

   4.8                         3.7     1.1   5.3                 3.5  1.8 

Total wholesale funding

   66.2     4.8   0.5   51.2   2.8     2.1   3.7     1.1   64.7  4.2  1.3  2.1  2.0  49.8  3.5  1.8 

Repos

   8.4                      8.4            6.6        6.6             

Foreign exchange and hedge accounting

   0.7            0.6            0.1        0.3              (0.1)  0.4    

Other

   8.4     3.4(1)                4.8(3)  0.2        8.1   4.1(3)      4.0(4)             

Balance sheet total

   83.7     8.2   0.5   51.8   2.8     15.3   4.0     1.1   79.7  8.3  1.3  12.7  2.0  49.7  3.9  1.8 

 

(1)MainlyThis is included in our balance sheet total of £177,172m (2015: £164,074m).
(2)This is £14m (2015: £14m) fixed/floating rate non-cumulative callable preference shares, £235m (2015: £235m) Step-up Callable Perpetual Reserve Capital Instruments, £nil (2015: £7m) of Step-up Callable Perpetual Preferred Securities and £1,550m (2015: £1,550m) Perpetual Capital Securities. See Note 36 to the Consolidated Financial Statements.
(3)Securitisation and structured issuance comprise of repurchase agreements. Other comprises of items in the course of transmission and other deposits.deposits, excluding the Term Funding Scheme. See Note 26 to the Consolidated Financial Statements.
(2)This is included in our balance sheet total of £164,074m (2014: £153,606m).
(3)(4)Short positions in securities and unsettled trades, cash collateral and short-term deposits. See Note 28 to the Consolidated Financial Statements.
(4)This is £14m (2014: £35m) fixed/floating rate non-cumulative callable preference shares, £235m (2014: £297m) Step-up Callable Perpetual Reserve Capital Instruments, £7m (2014: £7m) of Step-up Callable Perpetual Preferred Securities and £1,550m (2014: £800m) Perpetual Capital Securities. See Note 36 to the Consolidated Financial Statements.

 

 

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As well as deposit and wholesale funding, we have access to thesethe UK Government schemes:

i) Funding for Lending Scheme (FLS)

The FLS is designed to boost lending to UK households and non-financial companies. It does this by giving funding to banks and building societies for an extended period – it links bothschemes included in the price and quantity of funding to the net UK non-financial sector lending over a specified period. The FLS lets participants borrow UK Treasury bills in exchange for eligible collateral in a drawdown window.

ii) Contingent Term Repo Facility (CTRF)

The CTRF gives short-term liquidity to the market through monthly auctions using eligible collateral as security.

iii) Indexed Long-Term Repo (ILTR)

The ILTR is aimed at banks, building societies and broker-dealers with a predictable need for liquid assets. The Bank of England offers funds via an ILTR operation once each calendar month, normally with a six-month maturity. Participants can borrow using eligible collateral as security.

table below. For each of these schemes, eligible collateral includes all collateral that is eligible in the Bank of England’s Discount Window Facility.

    Scheme

Description

Term Funding Scheme (TFS)

The TFS aims to reinforce the transmission of Base Rate cuts to the interest rates actually faced by households and businesses by providing term funding to banks at rates close to Base Rate. The TFS allows participants to borrow central bank reserves in exchange for eligible collateral. It links the price and quantity of funding to net lending to UK households, the non-financial sector and non-bank credit providers over a specified period.

Funding for Lending Scheme (FLS)

The FLS is designed to boost lending to UK households and non-financial companies. It does this by giving funding to banks and building societies for an extended period – it links both the price and quantity of funding to the net UK non-financial sector lending over a specified period. The FLS lets participants borrow UK Treasury bills in exchange for eligible collateral in a drawdown window.

Contingent Term Repo Facility (CTRF)

The CTRF will be activated by the Bank of England in response to actual or prospective market-wide stress. It gives short-term liquidity to the market through monthly auctions using eligible collateral as security.

Indexed Long-Term Repo (ILTR)

The ILTR is aimed at banks, building societies and broker-dealers with a predictable need for liquid assets. The Bank of England offers funds via an ILTR operation once each calendar month, normally with a six-month maturity. Participants can borrow using eligible collateral as security.

Term issuance

In 2015,2016, our external term issuance (sterling equivalent) was:

 

    Sterling     US Dollar     Euro     Yen     Total     Total     Sterling
£bn
     US Dollar
£bn
     Euro
£bn
     Other
£bn
     Total 2016
£bn
     Total 2015(1)
£bn
 
                            2015     2014 
    £bn     £bn     £bn     £bn     £bn     £bn 

Securitisations

     0.9       0.8                     1.7       1.8  

Covered bonds – public benchmark

     0.7              0.7              1.4       2.2  

– privately placed

                                          

Structured notes

     0.1                            0.1       0.4  

Downstreamed from Santander UK Group Holdings plc to Santander UK plc

Downstreamed from Santander UK Group Holdings plc to Santander UK plc

 

        

Senior unsecured – public benchmark

     0.8       1.9       2.5       0.2       5.4       4.7       0.5      1.8      0.8            3.1      0.8 

– privately placed

                   1.7              1.7       3.0                         0.1      0.1       

Subordinated debt and equity (including AT1 issuance)

     0.8       1.0                     1.8       0.8                                     1.8 
     0.5      1.8      0.8      0.1      3.2      2.6 

Other Santander UK plc

                        

Securitisations

     0.3      0.3                  0.6      1.0 

Covered bonds

     0.5            0.1            0.6       

Term Funding Scheme

     4.5                        4.5       
     5.3      0.3      0.1            5.7      1.0 

Other group entities

                        

Securitisations

     0.8                        0.8      0.7 

Covered bonds

                 0.8            0.8      1.4 

Senior unsecured – public benchmark

           1.4                  1.4      4.6 

– privately placed

     0.1      0.3      0.6            1.0      1.8 
     0.9      1.7      1.4            4.0      8.5 

Total gross issuances

     3.3       3.7       4.9       0.2       12.1       12.9       6.7      3.8      2.3      0.1      12.9      12.1 

(1) The 2015 numbers in this table are unaudited.

20152016 compared to 20142015(unaudited)

Together with our immediate parent, Santander UK Group Holdings plc, our overall funding strategy remains to develop and sustain a diversified funding base. We also need to fulfil regulatory requirements as well as to support our credit ratings. As in 2014,2015, the majority of our new issuance in 2016 was in the unsecured markets.

2015 provided, on the whole, stable 2016 presented a challenging market conditions. Mid-year was dominated by market instability caused by uncertainty over Greece’s membership of the eurozone.for issuance. In the secondfirst half of the year we saw increasedmarket sentiment was dominated by global economic growth concerns and fears centred around the Chinese economy and oil prices, resulting in weaker equity markets and a slump in bank capital. The UK’s vote to leave the EU was followed by immediate market volatility, duesterling depreciation and further spread widening. However, the effects on credit were short lived and by August spreads were back to the immediate pre-referendum levels and continued to tighten, ultimately ending up at January levels. In the face of geo-political and economic situation in Chinauncertainty, the Bank of England continued to provide support through further rounds of monetary stimulus, introducing the TFS and certain markets, and price pressuresmaintaining the low interest rate environment. The US election result generated much activity in the commodities market. However,rates space but credit remained stable.

Taking advantage of the funding markets thatconstructive market windows through 2016, we operate in continued to offer us economically viable sources of funding. Our cost of wholesale funding continued to fall due to replacing more expensive MTF maturities with lower cost new issuanceremained active in the now lower spread environment. However,wholesale markets. In addition, the TFS provides a useful source of low cost funding and we have utilised the scheme as part of funding associated with issuances downstreamed from our immediate parent is likelycommitment to offset this reduction in the future.

continue lending to UK individuals and business. In 2015,2016, our term issuancefunding was £12.1bn (2014: £12.9bn)£12.9bn (2015: £12.1bn), of which our medium term issuance£8.4bn (2015: £10.3bn) was £10.3bn (2014: £12.1bn):medium-term issuance:

We issued seventwo public senior unsecured securities and received downstreamed funding, in the form of loans that rank pari passu with our existing senior unsecured liabilities, from threefour public issuances by our immediate parent. These threedownstreamed funding issuances from the Company included an inaugural $1bntwo USD SEC registered 5 year senior unsecured SEC registered benchmark transaction in Octoberbenchmarks totalling $2.5bn, as well as the issuance of our first senior unsecured probond in the Japanese markets in December – ¥30bn in two tranches (3a £500m 10 year and 5 year)a1bn 7 year transaction.
InThe two public issuances were USD SEC registered 3 year securities out of Abbey National Treasury Services plc totalling $2bn. With effect on and from 1 June 2015, the Company issued £750m Perpetual Capital Securities and in September, the Company issued $1.5bn of Tier 2 Dated Subordinated Notes in two tranches (10 and 30 year). In each instance these were issued to our immediate parent,2016, Santander UK Group Holdings plc was substituted in place of Abbey National Treasury Services plc as principal obligor in respect of these issuances.
We also issued residential mortgage-backed securities, asset-backed securities and two public covered bonds. These forms of financing permit us to benefit from our prime UK mortgage assets.

Maturities in 20152016 were £12.3bn (2014: £14.4bn)£13.5bn (2015: £12.3bn). At 31 December 2015,2016, 67% (2014: 65%(2015: 67%) of wholesale funding had a maturity of greater than one year, with an overall residual duration of 41 months (2015: 43 months (2014: 40 months).

In 2015, our continuing strategy of building closer customer relationships through the 1I2I3 World retail offering created additional current account liabilities that further strengthened this stable funding source.

We made no additional drawings of Treasury Bills under the FLS in 2015. The total drawn down remained £2.2bn at 31 December 2015 (2014:drawdown from the TFS was £4.5bn (2015: £nil) and £3.2bn (2015 £2.2bn). under FLS.

 

 

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Encumbrance(unaudited)

An asset is encumbered if it has been pledged as collateral against an existing liability. This means it is no longer available to secure funding, meet collateral needs or be sold to reduce future funding needs.

Being able to pledge assets as collateral is an integral part of a financial institution’s operations. It includes:

Asset securitisation or related structured funding
Pledging collateral to support using payment or settlement systems
Entering into derivatives, securities repurchase agreements and securities borrowing arrangements.

An asset is encumbered if it has been pledged as collateral against an existing liability. This means it is no longer available to secure funding, meet collateral needs or be sold to reduce future funding needs.

We do various things that lead to asset encumbrance. These include where we:

Enter into securitisation, covered bonds, and repurchase agreements (including central bank programmes) to access medium and long-term funding
Enter into short-term funding transactions. These include repurchase agreements, reverse repurchase agreements and stock borrowing to support our trading strategies
Participate in payment and settlement systems
Post collateral as part of derivatives activity.

We monitor our mix of secured and unsecured funding sources in our funding plan. We aim to use our available collateral efficiently to raise secured funding and to meet our other collateralised obligations.

Our biggest source of encumbrance is where we use our mortgage portfolio to raise funds via securitisation, covered bonds or other structured borrowing. We control our levels of encumbrance from these by setting a minimum level of unencumbered assets that must be available after factoring in:

Our future funding plans
Whether we can use our assets for our future collateral needs
The impact of possible stress conditions
Our current level of encumbrance.

On-balance sheet encumbered and unencumbered assets

 

  Assets encumbered as a result of transactions   Other assets (comprising assets encumbered at the central bank       Assets encumbered as a result of transactions    Other assets (comprising assets encumbered at the central bank    
  with counterparties other than central banks    and unencumbered assets)      with counterparties other than central banks     and unencumbered assets)    
                      Assets not positioned at the central bank                       Assets not positioned at the central bank  Total 

Total

assets

 
  As a result   As a result   Other   Total   Assets positioned   Readily   Other assets   Cannot be   Total   Total  As a result As a result Other Total   Assets positioned Readily Other assets Cannot be   
  of covered   of securitis-           at the central bank   available for   that are   encumbered       assets  of covered of securitis-       at the central bank available for capable of encumbered     
  bonds   ations           (i.e. pre-positioned   encumbrance   capable of              bonds ations       (i.e. pre-positioned encumbrance being       
                  plus encumbered)       being                        plus encumbered)   encumbered       
                          encumbered              £m £m £m £m    £m £m £m £m £m £m 
  £m   £m   £m   £m   £m   £m   £m   £m   £m   £m 

2015

                     
Cash and balances at central banks(1)(2)                        340     16,502               16,842     16,842  

2016

           
Cash and balances at central        600   600    370   16,137         16,507   17,107 
banks(1)(2)           
Trading assets             14,305     14,305           2,298     7,358          9,656     23,961          13,582   13,582       2,807   13,646      16,453   30,035 
Derivative financial instruments                                       20,911     20,911     20,911                          25,471   25,471   25,471 
Financial assets designated at fair value                             1,721     677          2,398     2,398  
Financial assets designated at                  1,463   677      2,140   2,140 
fair value           
Loans and advances to banks             91     91           462     2,995          3,457     3,548          115   115       1,030   3,203      4,233   4,348 
Loans and advances to customers   23,390     24,111     13     47,514      27,648     96,872     5,640     20,371     150,531     198,045    20,234   19,996   25   40,255    23,801   96,741   18,137   20,804   159,483   199,738 
Loans and receivables securities                             52               52     52                    257         257   257 
Available-for-sale securities             1,716     1,716           7,296               7,296     9,012          937   937       9,624         9,624   10,561 
Held-to maturity investments        1,747   1,747       4,901         4,901   6,648 
Macro hedge of interest rate risk                                       781     781     781                          1,098   1,098   1,098 
Interests in other entities                                       48     48     48                          61   61   61 
Intangible assets                                       2,231     2,231     2,231                          2,316   2,316   2,316 
Property, plant and equipment                                  1,597          1,597     1,597                       1,491      1,491   1,491 
Current tax assets                                       49     49     49  
Deferred tax assets                                                   
Retirement benefit assets                                       556     556     556                          398   398   398 
Other assets                                        1,375     1,375     1,375                         1,473   1,473   1,473 

Total assets

   23,390     24,111     16,125     63,626       27,988     125,203     18,267     46,322     217,780     281,406    20,234   19,996   17,006   57,236   24,171   132,960   37,154   51,621   245,906   303,142 

 

(1)Encumbered cash and balances at central banks areinclude minimum cash balances we are required to hold at central banks for regulatory purposes.
(2)Readily realisable cash and balances at central banks are amounts held at central banks as part of our liquidity management activities.

 

 

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  Assets encumbered as a result of transactions   Other assets (comprising assets encumbered at the central bank       Assets encumbered as a result of transactions    Other assets (comprising assets encumbered at the central bank    
  with counterparties other than central banks    and unencumbered assets)      with counterparties other than central banks     and unencumbered assets)    
                      Assets not positioned at the central bank                       Assets not positioned at the central bank  Total 

Total

assets

 
  As a result   As a result   Other   Total   Assets positioned   Readily   Other assets   Cannot be   Total   Total  As a result As a result Other Total   Assets positioned Readily Other assets Cannot be   
  of covered   of securitis-           at the central bank   available for   that are   encumbered       assets  of covered of securitis-       at the central bank available for capable of encumbered     
  bonds   ations           (i.e. pre-positioned   encumbrance   capable of              bonds ations       (i.e. pre-positioned encumbrance being       
                  plus encumbered)       being                        plus encumbered)   encumbered       
                          encumbered              £m £m £m £m    £m £m £m £m £m £m 
  £m   £m   £m   £m   £m   £m   £m   £m   £m   £m 

2014

                     
Cash and balances at central banks(1)(2)                        318     22,244               22,562     22,562  

2015

           
Cash and balances at central              340  16,502        16,842  16,842 
banks(1)(2)           
Trading assets             15,086     15,086           802     5,812          6,614     21,700         14,305  14,305      2,298  7,358     9,656  23,961 
Derivative financial instruments                                       23,021     23,021     23,021                         20,911  20,911  20,911 
Financial assets designated at fair value             8     8           2,100     773          2,873     2,881  
Financial assets designated at                 1,721  677     2,398  2,398 
fair value           
Loans and advances to banks             122     122                1,935          1,935     2,057         91  91      462  2,995     3,457  3,548 
Loans and advances to customers   25,468     27,902          53,370      32,461     77,703     8,581     16,576     135,321     188,691   23,390  24,111  13  47,514   27,648  96,872  5,640  20,371  150,531  198,045 
Loans and receivables securities                             118               118     118                   52        52  52 
Available-for-sale securities             1,527     1,527           7,417               7,417     8,944         1,716  1,716      7,296        7,296  9,012 
Macro hedge of interest rate risk                                       963     963     963                         781  781  781 
Interests in other entities                                       38     38     38                         48  48  48 
Intangible assets                                       2,187     2,187     2,187                         2,231  2,231  2,231 
Property, plant and equipment                                  1,624          1,624     1,624                      1,597     1,597  1,597 
Current tax assets                                                                          49  49  49 
Deferred tax assets                                                   
Retirement benefit assets                                       315     315     315                         556  556  556 
Other assets                                        876     876     876                        1,375  1,375  1,375 

Total assets

   25,468     27,902     16,743     70,113       32,779     110,384     18,725     43,976     205,864     275,977   23,390  24,111  16,125  63,626  27,988  125,203  18,267  46,322  217,780  281,406 

 

(1)Encumbered cash and balances at central banks areinclude minimum cash balances we are required to hold at central banks for regulatory purposes.
(2)Readily realisable cash and balances at central banks are amounts held at central banks as part of our liquidity management activities.

Encumbered assetsAssets encumbered as a result of transactions with counterparties other than central banks mainly relatedrelate to funding we had secured against loans and advances to customers, and cash collateral in trading assets that we posted to meet margin needs on derivatives.

Unencumbered assets classified as readily realisableavailable for encumbrance include cash and securities we hold in our eligible liquidity pool. They also include other unencumbered assets that give us a source of contingent liquidity. We do not rely on these extra unencumbered assets in our liquidity risk appetite, but we might use some of them in a time of stress. We can create liquidity by using them as collateral for secured funding or through outright sale.

Unencumbered assets that are not classified as readily realisableavailable for encumbrance are mainly derivatives and customer loans and advances.

Customer loans and advances to customers and banks.

Loans and advances to customers are only classified as readily realisableavailable if they are already in a form we can use to raise funding without any other actions on our part. This includes excess collateral that is already in a secured funding structure. It also includes collateral that is pre-positioned at central banks and is available for use in secured financing.

All other loans and advances are classified as not readily realisable,available, but some would still be suitable for use in secured funding structures.

Encumbrance of customer loans and advances

We have issued prime retail mortgage-backed and other asset-backed securitised products to a diverse investor base through our mortgage-backed and other asset-backed funding programmes. For more on this, see Note 1716 to the Consolidated Financial Statements.

We have raised funding with:

Mortgage-backed notes, both issued to third parties and retained – the latter being central bank eligible collateral for funding purposes in other Bank of England Swiss National Bank, and US Federal Reserve facilities
Other asset-backed notes.

We also have a covered bond programme. Under this, we issue securities to investors guaranteedsecured by a pool of ring-fenced residential mortgages.

At 31 December 2015,For more on how our total notes issued externally from secured programmes (securitisations and covered bonds) decreasedhave been issued externally and also retained, and what we have used them for, see Notes 16 and 39 to £25,885m (2014: £32,373m). This included gross issuance of £3,068m (2014: £4,023m) and redemptions of £9,840m (2014: £8,440m). We retained a total of £11,110m (2014: £14,373m) of notes issued under securitisation and covered bond programmes. We used some of these:the Consolidated Financial Statements.

As collateral for raising funds via third-party bilateral secured funding transactions, which totalled £5,393m at 31 December 2015 (2014: £6,444m)
To create collateral that we could use in future for liquidity purposes.

20152016 compared with 2014to 2015(unaudited)

Our level of encumbrance from external and internal issuance of securitisations and covered bonds decreased in 20152016 as planned. This reflected our desire to shift new wholesale funding issuance away from the secured markets where possible. We expect our overall level of encumbrance to continue to decrease in 2016.2017.

 

 

Annual Report 2015

Risk review

CREDIT RATINGS(unaudited)

Contractual credit rating downgrade exposure (cumulative cash flow)

    Cumulative cash outflow 
   One-notch    Two-notch 
   downgrade    downgrade 
    £bn    £bn 

2015

      

Securitisation derivatives

  2.6     2.6  

Contingent liabilities and derivatives margining

  2.0     2.3  

Total contractual funding or margin requirements

  4.6     4.9  

2014

      

Securitisation derivatives

  3.3     4.1  

Contingent liabilities and derivatives margining

  2.6     3.0  

Total contractual funding or margin requirements

  5.9     7.1  

128104    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

CREDIT RATINGS(unaudited)

Contractual credit rating downgrade exposure (cumulative cash flow)

This table shows the cash flow exposure of Santander UK plc to a credit rating downgrade:

      Cumulative cash outflow 
      One-notch
downgrade
£bn
     Two-notch
downgrade
£bn
 

2016

        

Securitisation derivatives

     3.3      3.4 

Contingent liabilities and derivatives margining

     1.3      1.6 

Total contractual funding or margin requirements

     4.6      5.0 

2015

        

Securitisation derivatives

     2.6      2.6 

Contingent liabilities and derivatives margining

     2.0      2.3 

Total contractual funding or margin requirements

     4.6      4.9 

Santander UK plc    105


Annual Report 2016

Risk review

 

Capital risk(unaudited)

 

 

Overview(unaudited)

 

Capital risk is the risk that we do not have an adequate amount or quality of capital to meet our internal business objectives, regulatory requirements, market expectations and dividend payments, including AT1 coupons.

 

In this section, we set out how we are regulated by the PRA (as a UK authorised banking group) and the ECB (asEuropean Central Bank (ECB) as a member of Banco Santander. We also provide details of the wider Banco Santander group).Bank of England’s 2016 stress testing exercise and an update on emerging rules.

 

We explain how we manage capital on a standalone basis as an autonomous subsidiary within the wider Banco Santander group.Santander.

 

We then analyse our capital resources and key ratios including our leverage and risk weighted assets (RWAs).capital ratios.

 

Key metrics(unaudited)

 

Strong CET 1CET1 capital ratio of 11.6% (2015: 11.6%)

 

Our CET 1CET1 capital ratio reduced from 11.9%remained at 11.6% in 2014 adversely impacted2016, comfortably above the regulatory minimum. Steady capital generation and RWA management offset by long-term rates volatility impact on the PPI provision chargedefined benefit pension scheme accounting position. RWAs were up 2% to £87.6bn, with asset growth and the impact of £450m.

Improved PRA end point Tier 1 leverage ratio of 4.0%

Our ratiomarket volatility, which increased from 3.8% in 2014 drivencredit and counterparty risk, partially offset by £750m AT1 issuance in June 2015.

RWA management, including securitisation transactions.

 

Total capital resources increased to £15.6bn£16.2bn (2015: £15.6bn)

In addition to the £750m AT1 issuance above, our total capital

Capital resources increased due to US$1.5bnwith higher profits and steady capital generation, partially offset by long-term rates volatility on the accounting position of Tier 2 issuances.the defined benefit pension scheme.

 

 

 

 

 

Annual Report 2015106    Santander UK plc

Risk review


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

 

Other key risks

    

 

THE SCOPE OF OUR CAPITAL ADEQUACY

Regulatory supervision

Santander UK plc is incorporated in the UK. For capital purposes, we are subject to prudential supervision by the following regulators:

PRAPRA:: as we are a UK authorised banking group
ECBECB:: as we are a member of theBanco Santander. The ECB supervises Banco Santander group. The ECB started to supervise the Banco Santander group in 2014 as part of the Single Supervisory Mechanism (SSM).

Although we are part of the Banco Santander, group, we do not have any guarantees from our ultimate parent Banco Santander SA and we operate as an autonomous subsidiary. As we are regulated by the PRA, we have to meet the PRA capital requirements on a standalone basis. We also have to show the PRA that we can withstand capital stress tests without the support of our parent. Reinforcing our corporate governance framework, the PRA exercises oversight through its rules and regulations on the Board and senior management appointments.

Santander UK Group Holdings plc becameis the holding company of Santander UK plc in January 2014. From this date, Santander UK Group Holdings plc becameand is the head of the Santander UK group for regulatory capital and leverage purposes.

The basis of consolidation for our capital disclosures is the same one we use for our consolidated financial statements.

Our approach to CRD IV

We apply Banco Santander SA’s approach to capital measurement and risk management for CRD IV. As a result, Santander UK plc is classified as a significant subsidiary of Banco Santander SA.

For more on the CRD IV risk measurement of our exposures, see Banco Santander SA’s Pillar 3 report.Consolidated Financial Statements.

20152016 compared to 20142015(unaudited)

The Basel Committee on Banking Supervision produced revised standards for minimum capital requirements for market risk in January 2016. These standards, with other proposed revisions to the capital treatment of interest rate risk in the banking book, operational risk, credit risk standardised approaches and capital floors, have the potential to significantly impact the measurement of RWAs over the medium term. This could have a negative impact on our capital ratios.

Other negative impacts to our capital position are possible from EBA Regulatory Technical Standards, which continue to be produced to extend the CRD IV rules, and from changes to the UK Pillar 2 regime to be implemented by the PRA in 2016.

In addition, the Financial Stability Board (FSB) finalised proposals on TLAC and MREL requirements which define minimum levels of loss absorbency required for globally significant banking groups from 2019. These will apply to us as we are a subsidiary of the globally significant Banco Santander group. They will also be a factor inDecember 2016 the Bank of England determination of the level oflaid out its plans for setting loss absorbing capacity requirements for large UK banks, including Santander UK. These requirements are applicable from 1 January 2020, and we will need to have under the EU Bank Recovery and Resolution Directive (BRRD). currently estimate a transitional MREL recapitalisation requirement of £7bn, in terms of January 2017 Pillar 2A requirements.

We will need to ensure that we have enough capital and loss absorbing eligible liabilitiesplan to meet this level.

130  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

our requirement largely through the issuance of senior unsecured debt from our holding company. This debt will then be downstreamed to the operating company in a compliant form. We have made good progress to date with £5.3bn of senior unsecured debt issued from our holding company to date.

CAPITAL RISK MANAGEMENT

Risk appetite

Our approach to capital management is centralised. We base it on the economic capital requirements of our assessment ofbusiness and what the regulators ask of us, and the economic capital impacts of our business.us. We operate within the capital risk framework and appetite approved by our Board. This takes into account:account the commercial environment we operate in, our strategy for each of our material risks and the potential impact of any adverse scenarios or stresses on our capital position.

The commercial environment we operate in
Our strategy for each of our material risks
The potential impact of any adverse scenarios or stresses on our capital position.

We decide how to allocate capital as part of our strategic planning. We base our decisions on the relative returns on capital using economic and regulatory capital measures and we balance the return on capital generated by our established retail presence in the UK with our plans to grow our corporate presence. We achieve the efficient utilisation of economic and regulatory capital through managing return on capital performance against targets, together with central capital management which includes the use of securitisations to reduce risk. The Board is responsible for capital management strategy and policy and ensuring that capital resources are appropriately monitored and controlled within internal and regulatory limits. Authority for capital management flows to the CEO and from him to specific individuals who are members of the Capital Committee.

As we do not benefit from any guarantees from our parent and we are an autonomous subsidiary, the Board (and some subsidiary boards) are responsible for managing, controlling and assuring capital risk. We quantify regulatory capital demand for credit, market, operational, pension obligation and securitisation risk in line with what the PRA requires of us.

The Capital Committee adopts a centralised capital management approach that is driven by Santander UK’s corporate purpose and strategy. This approach takes into account the commercial and regulatory environment in which Santander UK operates, Santander UK’s Risk Appetite, the management strategy for each of our material risks (including whether or not capital provides an appropriate risk mitigant) and the impact of appropriate adverse scenarios and stresses on our capital requirements. This approach is reviewed annually as part of the Santander UK ICAAP.

Decisions on the allocation of capital resources are conducted as part of Santander UK’s strategic three year planning process 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 our capital needs.

Santander UK plc, Abbey National Treasury Services plc, and Cater Allen Limited, which are the three PRA-regulated entities within the Santander UK group, are party to a capital support deed dated 23 December 2015 (the Capital Support Deed) with certain other non-regulated subsidiaries of Santander UK plc and Santander UK Group Holdings plc. The parties to the Capital Support Deed constitute a core UK group as defined in the PRA Rulebook. Exposures of each of the three regulated entities to other members of the core UK group are exempt from large exposure limits that would otherwise apply. The purpose of the Capital Support Deed is to facilitate the prompt transfer of available capital resources from, or repayment of liabilities by, the non-regulated parties to any of the regulated parties in the event that one of the regulated parties has breached or is at risk of breaching its capital resources requirements or risk concentrations requirements. The core UK group permission expires on 31 December 2018.

Santander UK plc    107


Annual Report 2016

Risk review

Risk measurement

We quantifyapply Banco Santander SA’s approach to capital measurement and risk management for CRD IV. As a result, Santander UK plc is classified as a significant subsidiary of Banco Santander SA. For more on the CRD IV risk measurement of our exposures, see Banco Santander SA’s Pillar 3 report.

Key metrics(unaudited)

The main metrics we use to measure capital risk are:

    Key risk metrics

Description

CET1 capital ratio

Common Equity Tier 1 capital as a percentage of risk-weighted assets.

Total capital ratio

CRD IV end-point Tier 1 capital divided by risk-weighted assets.

Stress testing (unaudited)

We plan for severe periods of stress and we set out what action we would take if an extremely severe period of stress threatened our viability and solvency. This could include suspending dividends, selling assets, reducing some business activity and issuing more capital.

On an ongoing basis, and in accordance with the latest ICAAP review, we forecast our regulatory and internal capital requirements based on the approved capital volumes allocated to business units as part of our corporate planning process. Each year we create a capital plan, as part of our ICAAP. We forecast our regulatory and internal capital needs and capital resources based on our medium-term business plan.

Alongside this plan, we develop a series of macroeconomic scenarios to stress test our capital requirements and confirm that we have adequate regulatory capital demandresources to meet our projected and stressed regulatory capital requirement and to meet our obligations as they fall due. Internally assigned buffers augment the various regulatory minimum capital criteria. We hold buffers to ensure there is sufficient time for credit, market, operational, pension obligationmanagement actions to be implemented against unexpected movements.

The latest PRA stress test results were released on 30 November 2016. We significantly exceeded the PRA’s stress test CET1 threshold requirement of 7.3%, with a stressed CET1 ratio of 9.9%. Additionally, we exceeded the leverage threshold requirement of 3.0%, with a stressed leverage ratio of 3.6% after allowed management actions. We were the most resilient of the UK banks with a maximum draw down of 170 basis points on our CET1 ratio. The outcome of the stress test underlines the quality and securitisationstrength of our UK-based balance sheet as well as our strong risk management practices. The Bank of England’s CET1 hurdle rate comprises the CRR Pillar 1 minimum of 4.5% and the Pillar 2A CET1 minimum of 2.8%. The latter minimum came into effect on 1 January 2017 and represents an increase of 0.6 percentage points over the previous Pillar 2A CET1 minimum of 2.2%, which was applicable until 31 December 2016.

Risk mitigation

We manage capital transferability between our subsidiaries in line with whatour business strategy, our risk and capital management policies, and UK laws and regulations. There are no legal restrictions on us moving capital resources promptly, or repaying liabilities, between the PRA requires of us.Company and its subsidiaries.

 

    Our approach to capital risk

 

 
  — 

Strategic capital risk management– each year we create a capital plan, as part of our ICAAP. We forecast our regulatory and internal capital needs and capital resources based on our medium-term business plan. We also stress test our capital needs and resources using a set of macroeconomic scenarios.

 

 
  — 

Short-term, tactical capital risk management– we monitor and report regularly against our capital plan to identify any change in business performance that might affect our capital. Every month, we also review the economic assumptions we use to create and stress test our capital plan. We do this to identify any potential reduction in our capital.

 

 
  — 

Allocating capital resources– we decide how to allocate capital as part of our strategic planning. We base our decisions on the relative returns on capital using economic and regulatory capital measures.

 

 
  — 

Planning for severe periods of stress– we set out what action we would take if an extremely severe period of stress threatened our viability and solvency. This could include suspending dividends, selling assets, reducing some business activity and issuing more capital.

 

We share our ICAAP document with the PRA. The PRA then informs us of how much capital (Pillar 2A),Risk monitoring and of what quality, it thinks we should hold in addition to Pillar 1 to meet the overall financial adequacy rule. At 31 December 2015, the PRA’s Pillar 2A guidance to us was 3.6% of RWAs (2014: 3.6%), of which 2.0% (2014: 2.0%), or 56% (2014: 56%) of Pillar 2A, should be met by CET 1 capital.reporting

We managemonitor and report regularly against our capital transferability betweenplan to identify any change in business performance that might affect our subsidiariescapital. Every month, we also review the economic assumptions we use to create and stress test our capital plan. We do this to identify any potential reduction in line with our business strategy, our risk and capital management policies, and UK laws and regulations. Nothing from a practical or legal point of view stops us moving capital resources promptly, or repaying liabilities, between the Company and its subsidiaries.

For more on our objectives, policies and processes for managing capital, see Note 45 to the Consolidated Financial Statements.capital.

 

 

Annual Report 2015

Risk review

CAPITAL RESOURCES

Key capital ratios

The calculations below are consistent with our regulatory filings for 2015 and 2014.

Our key capital ratios are:

      

2015

%

     

2014

%

 

CET 1 capital ratio

     11.6       11.9  

Total capital ratio

     18.2       17.9  

132108    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

RegulatoryCAPITAL RISK REVIEW

Capital resources(unaudited)

Key capital resourcesratios

The calculationstables below are consistent with our regulatory filings for 2016 and 2015. Our key capital ratios were:

      

2016

%

     

2015

%

 

CET1 capital ratio

     11.6      11.6 

AT1

     1.8      1.8 

Grandfathered Tier 1

     0.8      0.8 

Tier 2

     4.3      4.0 

Total capital ratio

     18.5      18.2 

The total subordination available to Santander UK plc bondholders was 18.5% (2015: 18.2%) of RWAs.

2016 compared to 2015

The CET1 capital ratio remained at 11.6% at 31 December 2016 (2015: 11.6%), with steady capital generation and RWA management offset by long-term rates volatility impact on the defined benefit pension scheme accounting position.

Our total capital ratio increased to 18.5% at 31 December 2016 (2015: 18.2%), due to the issuance of Tier 2 instruments.

Regulatory capital resources

The table below is consistent with our regulatory filings for 2016 and 2015. We manage our capital on a CRD IV basis. During the years ended 31 December 2016 and 2015, we held capital over and 2014.

above our regulatory requirements, and managed internal capital allocations and targets in accordance with our capital and risk management policies. This table shows our regulatory capital.

��

      2015      2014  
      £m      £m  

Common Equity Tier 1 (CET 1) capital instruments and reserves:

        

– Capital instruments and related share premium accounts

     8,725        8,725   

– Retained earnings

     4,679        4,056   

– Accumulated other comprehensive income, other reserves and non-controlling interest

     449        273   

CET 1 capital before regulatory adjustments

     13,853        13,054   

CET 1 regulatory adjustments:

        

– Additional value adjustments

     (98)       (101)  

– Intangible assets (net of tax)

     (2,199)       (2,174)  

– Fair value reserves related to gains or losses on cash flow hedges

     (254)       (262)  

– Negative amounts resulting from the calculation of regulatory expected loss amounts

     (670)       (484)  

– Gains or losses on liabilities valued at fair value resulting from changes in own credit standing

     (72)       (17)  

– Deferred tax assets that rely on future profitability excluding timing differences

     (8)       (11)  

– Defined benefit pension fund assets

     (416)       (249)  

– Dividend accrual

     (18)       –   

– Deduction for minority interests

     (135)       –   

Total regulatory adjustments to CET 1

     (3,870)       (3,298)  

CET 1 capital

     9,983        9,756   

Additional Tier 1 (AT1) capital instruments:

        

– Capital instruments

     1,550        800   

– Amounts of qualifying items subject to phase out from AT1

     708        1,066   

AT1 capital before regulatory adjustments

     2,258        1,866   

Total regulatory adjustments to AT1

     –        –   

AT1 capital

     2,258        1,866   

Tier 1 capital

     12,241        11,622   

Tier 2 capital instruments:

        

– Capital instruments

     2,547        1,819   

– Amounts of qualifying items subject to phase out from Tier 2

     834        1,253   

Tier 2 capital before regulatory adjustments

     3,381        3,072   

Total regulatory adjustments to Tier 2

     –        –   

Tier 2 capital

     3,381        3,072   

Total capital

     15,622        14,694   
      

2016

£m

     

2015

£m

 

CET1 capital before regulatory adjustments

     14,285      13,853 

Total regulatory adjustments to CET1 capital

     (4,084     (3,870

CET1 capital

     10,201      9,983 

AT1 capital

     2,271      2,258 

Tier 1 capital

     12,472      12,241 

Tier 2 capital

     3,772      3,381 

Total regulatory capital

     16,244      15,622 

Our total capital consists of:

CET 1 capital instruments and reserves

Capital instruments and related share premium accounts consist of ordinary share capital of £3,105m (2014: £3,105m) and share premium of £5,620m (2014: £5,620m).

We also include retained earnings of £4,679 (2014: £4,056m) and accumulated other comprehensive income, other reserves and non-controlling interests of £449m (2014: £273m). These are per our Consolidated Balance Sheet.

Annual Report 2015

Risk review

CET 1CET1 regulatory adjustments

These are adjustments to CET 1CET1 capital required by CRD IV. They are:

Additional value adjustments:Prudent valuation adjustments of £98m (2014: £101m) assessed using an approach set by the PRA
Intangible assets:Goodwill and intangible assets of £2,199m (2014: £2,174m) net of deferred tax of £35m (2014: £22m). These are goodwill on acquired businesses and capitalised software costs
Fair value reserves relating to gains or losses on cash flow hedges: Gains of £254m (2014: gains of £262m) which were recognised in reserves
Negative amounts resulting from the calculation of regulatory expected loss amounts: Excess expected losses deduction of £670m (2014: £484m). This is the excess of expected losses using our Internal Rating-Based (IRB) and Advanced Internal Rating-Based (AIRB) models, and impairment loss allowances under IFRS. For our accounting policy on this, see Note 1 to the Consolidated Financial Statements. We calculate expected losses using risk inputs based on either through-the-cycle or economic downturn estimates. These estimates are conservative due to regulatory floors. At the moment they are higher than our impairment loss allowances under IFRS. This is because we only reflect losses incurred at the balance sheet date under IFRS
Gains or losses on liabilities valued at fair value resulting from changes in our own credit standing: These are:
A debit valuation adjustment of £58m (2014: £28m) due to changes in OTC derivatives
Changes in liabilities designated at fair value through profit and loss of £14m (2014: £11m) due to changes in our own credit risk
Deferred tax assets that rely on future profitability excluding timing differences: Assets of £8m (2014: £11m)
Defined benefit pension fund assets: Assets of £416m (2014: £249m) net of deferred tax of £140m (2014: £66m)
Dividend accrual:Our foreseeable future dividends from current year profits of £18m (2014: £nil)
Deduction for minority interests:The non-controlling interest of £135m (2014: £nil) on the PSA cooperation.

AT1 capital instruments

AT1 capital consists of

These are preference shares and innovative/hybrid Tier 1 securities. None of the instruments we issued before 1 January 2014 fully meet the CRD IV AT1 capital rules, which apply from that date. These instruments will be phased out by CRD IV rules which restrict their recognition as capital. The £750m Fixed Rate Reset Perpetual Additional Tier 1 Capital Securities (net of issuance costs) and the £800m Perpetual Capital Securities we issued since then fully meet the CRD IV AT1 capital rules.

Tier 2 capital

Tier 2 capital consists ofThese are fully CRD IV eligible Tier 2 instruments and grandfathered Tier 2 instruments whose recognition as capital is being phased out under CRD IV.

 

 

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Conduct risk

    

Other key risks

Movements in regulatory capital

The calculations below are consistent with our regulatory filings for 2015 and 2014.

Movements in our capital were:

      2015      2014  
      £m      £m  

CET 1 capital

        

Opening amount

     9,756        8,969   

– Increase in retained earnings

     623        679   

– Increase in opening reserves due to the adoption of IFRIC 21

     –        70   

– Increase in comprehensive income and other reserves

     176        389   

– Increase/(decrease) in additional value adjustments

            (26)  

– (Increase)/decrease in intangible assets (net of tax)

     (25)       145   

– Decrease/(increase) in fair value reserves related to gains and losses on cash flow hedges

            (372)  

– (Increase)/decrease in negative amounts resulting from the calculation of regulatory expected loss amounts

     (186)       60   

– (Loss)/gain on liabilities valued at fair value resulting from changes in own credit standing

     (55)         

– Increase in defined benefit pension fund assets

     (167)       (155)  

– Increase in dividend accrual

     (18)       –   

– Increase in deductions for minority interests

     (135)       –   

– Decrease/(increase) in deferred tax assets that rely on future profitability excluding timing difference

            (11)  

Closing amount

     9,983        9,756   

AT1 capital

        

Opening amount

     1,866        1,298   

– Increase in capital instruments and related share premium accounts

     750        800   

– Decrease in amount of qualifying items and related share premium amounts subject to phase out from AT1

     (358)       (232)  

Closing amount

     2,258        1,866   

Tier 2 capital

        

Opening amount

     3,072        3,020   

– Increase in capital instruments

     728        52   

– Decrease in qualifying items subject to phase out from Tier 2

     (419)       –   

– Increase in minority interest deductions

     –        –   

Closing amount

     3,381        3,072   

Total regulatory capital

     15,622        14,694   

2015 compared to 2014(unaudited)

We complied with the PRA’s capital adequacy rules throughout 2015 and 2014. The changes in our CET 1 capital reflected movements in our ordinary share capital and profits for 2015 and 2014 after we adjusted them to comply with the PRA’s rules.

In 2015, our CET 1 capital increased by £227m to £9,983m. This was largely due to profits for the year attributable to equity holders of the parent of £939m, less interim ordinary dividends declared of £427m. In 2015, the increase in our AT1 capital was due to the issuance of £750m Perpetual Capital Securities to our immediate parent company.

In 2014, our CET 1 capital increased by £787m to £9,756m. This was largely due to profits for the year attributable to equity holders of the parent of £1,110m, less an interim ordinary dividend declared of £487m. In 2014, the increase in our AT1 capital was due to the issuance of £800m of Perpetual Capital Securities to our immediate parent company.

The latest PRA stress test results were released on 1 December 2015. The Santander UK Group Holdings plc group (including the Santander UK group) significantly exceeded the PRA’s stress test CET 1 capital ratio threshold requirement of 4.5%, with a stressed CET 1 capital ratio of 9.5%. Additionally, it exceeded the leverage threshold requirement of 3.0%, with a stressed leverage ratio of 3.3%.

The PRA stress test focused on vulnerabilities in UK banks to increased global financial risks and lower global economic growth, particularly in developing markets. It also included a severe stress scenario for the UK property market, coupled with rising unemployment and the Base Rate remaining lower for longer. The outcome of the stress tests demonstrated our continuing resilience, robust balance sheet and credit strength.

Annual Report 20152016

Risk review

 

 

    

 

Regulatory Leverage

The CRD IV rules include proposals to use a leverage ratio to complement risk-based capital ratios. The rules to calculate the leverage ratio have now been set in the EU by European Commission Delegated Regulation. We also have to meet a minimum level for the end-point Tier 1 leverage ratio under rules set by the PRA.

The table below shows our leverage ratio, which we calculated using the rules set by the PRA. This is the same as the leverage ratio for the Santander UK Group Holdings plc prudential consolidation group. Our ratio was greater than the minimum of 3% at 31 December 2015 and 2014.

      

2015 

£m 

     

2014 

£m 

 

Regulatory exposure

     284,950        276,296   

End-point Tier 1 capital

     11,533        10,556   

PRA end-point Tier 1 leverage ratio

     4.0%        3.8%   

Under the CRD IV rules, we adjust our total assets per the Consolidated Balance Sheet to calculate our regulatory exposure for leverage purposes. We do this as follows:

      

2015 

£m 

     

2014 

£m 

 

Total assets per the Consolidated Balance Sheet

     281,406        275,977   

Derivatives netting and potential future exposure

     (12,214)       (14,385)  

Securities financing current exposure add-on

     3,356        2,275   

Removal of IFRS netting

     1,718        2,036   

Commitments calculated in accordance with Basel Committee Leverage Framework

     13,285        13,299   

CET 1 regulatory adjustments

     (2,601)       (2,906)  
      284,950        276,296   

The adjustments are:

Derivatives netting and potential future exposure: where netting is allowed to calculate RWAs for derivatives, it is also allowed for leverage purposes. This is partially offset by including the PFE we use to calculate RWAs
Securities financing current exposure add-on: we include an add-on for securities financing transactions to show current exposure for leverage purposes
Removal of IFRS netting: where netting of assets and liabilities is allowed under IFRS, but not under the Basel rules, we remove it for leverage purposes
Commitments calculated in accordance with Basel Committee Leverage Framework: we add the gross value of undrawn commitments for leverage purposes after we apply regulatory credit conversion factors
CET 1 regulatory adjustments: where we have deducted assets from CET 1, they can be deducted for leverage purposes.

136  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

Risk-weighted assets (RWAs)

The calculations below are consistent with our regulatory filings for 2015 and 2014.

RWAs by risk    

2015

£bn

     

2014

£bn

 

Credit risk

     71.0       66.3  

Counterparty risk

     5.1       5.1  

Market risk

     2.8       4.3  

Operational risk

     6.9       6.6  
      85.8       82.3  

RWAs by segment    

2015

£bn

     

2014

£bn

 

Retail Banking

     42.4       38.4  

Commercial Banking

     20.9       19.9  

Global Corporate Banking

     15.4       16.8  

Corporate Centre

     7.1       7.2  
      85.8       82.3  

2015 compared to 2014         Pension risk(unaudited)

RWAs increased by £3.5bn to £85.8bn (2014: £82.3bn), broadly in line with asset growth and reflecting the £2.5bn RWAs from the PSA cooperation we consolidate. This was partially offset by decreases in market and counterparty credit risk in Global Corporate Banking.

Credit risk RWAs increased by £4.7bn to £71.0bn (2014: £66.3bn), primarily driven by an increase in unsecured consumer and vehicle finance lending, following the start of the PSA cooperation, growth in commercial banking customer loans, and growth in mortgage lending. Counterparty risk RWAs remained stable at £5.1bn (2014: £5.1bn) in line with balance sheet and off balance sheet exposures in securities financing transactions and derivatives. Market risk RWAs decreased by £1.5bn to £2.8bn (2014: £4.3bn) due to position changes and market movements. Operational risk RWAs increased by £0.3bn to £6.9bn (2014: £6.6bn) driven by increased operating income over an average 3 year period.

Retail Banking RWAs increased by £4.0bn to £42.4bn (2014: £38.4bn) mostly reflecting the start of the PSA cooperation and growth in mortgages. Commercial Banking RWAs increased by £1.0bn to £20.9bn (2014: £19.9bn) driven by growth in customer loans. Global Corporate Banking RWAs decreased by £1.4bn to £15.4 (2014: £16.8bn) primarily due to decreases in market risk RWAs. Corporate Centre RWAs remained broadly flat at £7.1bn (2014: £7.2bn) with the reduction in non-core customer loan exposures offset by a small increase in operational risk RWAs.

Exposure and RWAs by division and risk

In the next tables, we analyse RWAs by division and risk. We show the balance sheet amount, the equivalent regulatory exposure, the risk-weighting we apply to those exposures, and the resulting RWAs.

The main differences between our balance sheet and our regulatory exposures are:

For secured lending in Retail Banking, and for Commercial Banking and Corporate Centre customer assets, the exposure is larger. This is because it includes undrawn credit facilities. We use a credit conversion factor (CCF) to adjust for them
For counterparty risk, the exposure is smaller. This is because repurchase, reverse repurchase, securities financing and derivative transactions are shown net of any collateral and netting agreements
For liquid assets, the exposure is smaller. This is because reverse repurchase transactions are shown net of collateral received
For other assets, the exposure is smaller. This is because derivatives that hedge debt issuances are shown net of any collateral and netting agreements
Intangible assets are deducted from capital resources, so they are not included in the RWAs.

We use CRD IV to calculate our capital. We also use the Retail IRB and AIRB approaches for our credit portfolios. Residential lending capital requirements include securitised mortgages. We calculate operational risk RWAs using the standardised approach. We base it on three-year average income.

Annual Report 2015

Risk review

In the table below, regulatory exposure is the EAD calculated in accordance with CRD IV and related PRA supervisory statements. EAD for customer loans includes undrawn credit facilities and we have adjusted it for a credit conversion factor. We have calculated EAD for repo, reverse repo, securities financing and derivative transactions net of any associated collateral. We include regulatory adjustments and potential future exposure (PFE) elements if it is appropriate.

             Regulatory exposure     Risk-weighting applied     RWAs 
     Balance     Standardised     IRB     Total     Standardised     IRB     Total     Standardised     IRB     Total 
     sheet     approach     approach           approach     approach           approach     approach       
      £bn     £bn     £bn     £bn     %     %     %     £bn     £bn     £bn 

2015

                                        

Retail Banking

                                        

– Secured lending

     152.8       0.1       162.7       162.8       83.6       15.5       15.6       0.1       25.3       25.4  

– Unsecured lending

     12.0       9.4       7.9       17.3       79.1       56.8       68.9       7.4       4.5       11.9  

– Operational risk

                                                      5.1              5.1  
Commercial Banking                                        

– Customer assets

     20.9       10.6       12.9       23.5       111.7       63.8       85.4       11.8       8.2       20.0  

– Operational risk

                                                      0.9              0.9  
Global Corporate Banking                                        

– Credit risk

     5.5       5.1       4.9       10.0       96.1       53.1       75.0       4.9       2.6       7.5  

– Counterparty risk

     26.3       3.9       5.6       9.5       41.0       50.0       46.3       1.6       2.8       4.4  

– Market risk(1)

                                                      2.7              2.7  

– Operational risk

                                                      0.8              0.8  

Corporate Centre

                                        

– Customer assets(2)

     7.4       1.2       7.5       8.7       66.1       8.0       16.3       0.8       0.6       1.4  

– Counterparty risk

     2.3              0.6       0.6                                   0.5       0.5  

– Eligible liquid assets(3)

     34.2       22.4              22.4                                            

– Market risk(1)

                                                      0.1              0.1  

– Operational risk

                                                      0.1              0.1  
Intangible assets and securitisation deductions     2.2                                                                 

Other assets(4)

     17.8       10.2       2.8       13.0       45.3       14.1       38.6       4.6       0.4       5.0  
      281.4       62.9       204.9       267.8                            40.9       44.9       85.8  

2014

                                        

Retail Banking

                                        

– Secured lending

     150.1       0.2       159.2       159.4       50.0       15.3       15.3       0.1       24.3       24.4  

– Unsecured lending

     8.4       5.8       7.1       12.9       77.6       63.4       69.8       4.5       4.5       9.0  

– Operational risk

                                                      5.0              5.0  
Commercial Banking                                        

– Customer assets

     18.7       11.7       11.4       23.1       95.7       71.1       83.5       11.2       8.1       19.3  

– Operational risk

                                                      0.6              0.6  
Global Corporate Banking                                        

– Credit risk

     5.2       4.9       4.4       9.3       93.9       56.8       76.3       4.6       2.5       7.1  

– Counterparty risk

     29.9       2.8       5.7       8.5       57.1       52.6       54.1       1.6       3.0       4.6  

– Market risk(1)

                                                      4.1              4.1  

– Operational risk

                                                      1.0              1.0  

Corporate Centre

                                        

– Customer assets(2)

     8.3       1.4       8.5       9.9       64.3       11.8       19.2       0.9       1.0       1.9  

– Counterparty risk

                                                             0.2       0.2  

– Eligible liquid assets(3)

     30.9       29.0              29.0                                            

– Market risk(1)

                                                      0.2              0.2  

– Operational risk

                                                                      
Intangible assets and securitisation deductions     2.2                                                                 

Other assets(4)

     22.3       8.8       2.8       11.6       42.0       42.9       42.2       3.7       1.2       4.9  
      276.0       64.6       199.1       263.7                            37.5       44.8       82.3  

(1)We calculate market risk RWAs using both the internal model-based and standardised approaches. We have described this in more detail in the ‘Market risk’ section of the Risk review.
(2)Mostly Social Housing.
(3)We include reverse repurchase agreements collateralised by eligible sovereign securities.
(4)We have not allocated segmentally the balance sheet amounts of other assets, although we have allocated the RWAs to Corporate Centre. The RWAs cover credit risk, market risk and operational risk.

138  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

 

 

 

 

 

Pension risk(unaudited)Overview

 

Pension risk is the risk caused by our contractual or other liabilities with respect to a pension scheme (whether established for our employees or those of a related company or otherwise). It also refers to the risk that we will need to make payments or other contributions with respect to a pension scheme due to a moral obligation or for some other reason.

In this section, we explain how we manage pension risk, including how we mitigate the risk. We also give some insight into

Key metrics

Deficit at Risk increased to £1,688m (2015: £1,420m)

The Deficit at Risk increased to £1,688m due to significant falls in long-term interest rates in 2016 that resulted in a higher estimated liability value and widened the gap between Scheme assets and liabilities. This was partially offset by higher interest rate hedging levels in the Scheme following the risk management action undertaken in 2016.

Funded defined benefit scheme accounting surplus reduced to £175m (2015: £483m)

The net accounting surplus of the funded defined benefit pension schemes reduced to £175m. This was due to an increase in liabilities caused mainly by a fall in high grade corporate bond rates, partly offset by strong asset performance, and by changes in our pension investment strategy.

discount and inflation rate methodology assumptions.

 

110    Santander UK plc


  

Key metrics

Risk
    

Pension VaR decreased to £1,260m

    

The pension VaR decreased by £80m to £1,260m at 31 December in 2015 (2014: £1,340m) due to a slightly higher real interest rate reducing the size of the discounted liability.

Defined benefit scheme accounting surplus increased to £483m

The improvement in the position was mainly driven by gains of £319m from adjustments in actuarial assumptions in the year.

      

Annual Report 2015

Risk review

governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

 

Other key risks

    

 

OUR KEY PENSION RISKS

Definition

Pension risk is one of our key financial risks and arises mainly because Santander UK plc is the sponsor of the Santander (UK) Group Pension Scheme (the Scheme), a defined benefit scheme. Pension scheme liabilities mainly vary with changes in long-term interest rates and inflation, the longevity of scheme members, and legislation. Pension scheme assets mainly vary with changes in interest rates, inflation expectations, credit spreads, exchange rates and equity and property prices.

Our risk is that over the long-term the Scheme’s assets, together with future returns and any additional future contributions, might not be sufficient to meet liabilities as they fall due. In circumstances whereWhere the value of the Scheme’s assets is lower than the Scheme’s liabilities, we could have to (or might choose to) make extra contributions to the Scheme.contributions. We might also need to hold more capital to mitigatereflect this risk.

OurSources of risk

The key pension risk factors are:the Scheme is exposed to are the following:

Investment risk
Interest rate risk
Longevity risk
SalaryInflation risk
Inflation risk.

The Scheme liabilities and their value mainly vary with changes in long-term interest rates, reflected in changes in the reference bond yield, and inflation. In addition, due to the long-term nature of the obligation, the value of the Scheme is also impacted by changes to the longevity (i.e. the mortality) of Scheme members over time as well as changes in their future salaries, and legislation. The Scheme liabilities are mainly in respect of current and past employees and are expected to stretch beyond 2080, with an average duration of 21 years. The Scheme assets are subject to investment risk and mainly vary with changes in interest rates, inflation expectations, credit spreads, exchange rates and equity and property prices.

Both our accounting and regulatory capital positions can be sensitive to changes in key economic data and assumptions used in our valuation methodologies. These include the assumptions used in our discount, inflation and mortality rates.

For more details on the size of our defined benefit pension schemes, as well as the nature of these risks, see Note 34 to the Consolidated Financial Statements.Statements, which includes a sensitivity analysis showing the key actuarial assumptions that our defined benefit pension scheme accounting position is exposed to.

OurIn addition to our defined benefit schemes we also have a defined contribution plans result inplan for certain employees. This carries far less market risk exposure for us as they placeit places the responsibility for choosing investments directly with employees. However, we remain exposed to operational and reputational risks. To manage these risks, we monitor the performance of defined contribution investment funds and we engage with our people to ensure they are given enough information about the options available to them.

PENSION RISK MANAGEMENT

Scheme governance

The Scheme operates under a trust deed. The corporate trustee, Santander (UK) Group Pension Trustee Limited (the Trustee) is a wholly owned subsidiary of the Santander UK group. It delegates investment decisions to the board of Santander (CF) Trustee Limited (referred to as the Common Fund Trustee Board). It is a private limited company owned by six Trustee directors, three appointed by Santander UK plc and three by the Trustee. The Common Fund Trustee Board was created in 2008 to make investment decisions on behalf of the Trustee, improving the investment decision making process. It meets on a monthly basis as the primary forum for both the Trustee and us to propose, discuss, analyse and agree investment and risk management strategies.

In addition to reviewing our pension risk appetite and approving actuarial valuations, the Santander UK Executive level Pensions Committee also discusses and forms views on the Scheme’s investment strategy before the Common Fund Trustee Board meetings. Whilst working together for the benefit of our past and current employees, our responsibilities are clearly segregated from those of the Trustee.

Risk appetite

Our appetite for pension risk is reviewed by the Pensions Committee at least once a year before being sent to the Board for approval. We ensure that our risk appetite is a key consideration in all decisions and risk management activities related to the Scheme.

We calculate risk metrics on both a technical provisions (funding) basis and an accounting basis (measured according to IAS 19 ‘Employee Benefits’). We manage and hedge pension risk on the funding basis. However, we also consider the impact on the accounting valuation basis. Both the funding and the accounting bases are key inputs into our capital calculations.

Santander UK plc    111


Annual Report 2016

Risk review

Risk measurement

Our key risk metrics include:

 

  Our approach to pension risk

  —

    Key risk metrics

 

Risk frameworkDescription– Our pension risk framework explains the way we manage risks in relation to our pension obligations.

  —Scheme assets– We hold the Scheme assets separately from our assets. The Trustee of the Scheme is responsible for investing the Scheme assets. They also maintain a Statement of Investment Principles.
The Trustee delegates investment and hedging decisions to the Santander UK Common Fund Trustee Board (referred to as the Common Fund).

The Common Fund Trustee Board meets on a monthly basis. It is the primary forum for both the Trustee and us to propose, discuss, analyse and agree investment and risk management strategies. As the sponsor of the Scheme, we discuss and form our views on these topics at the Pensions Committee and the Pensions Risk Forum before the Common Fund Trustee Meeting.

 

  
  —Deficit at Risk 

Risk AppetiteWe set our pension risk appetite within our wider Risk Framework. We monitor it onuse a monthly basisVaR and report it to risk committees and the Pensions Committee. In the event of a trigger being exceeded, it is reported to the Executive Risk Committee, Board Risk Committee and to the Board. Senior management will then decide what, if any, remedial action should be recommended, which is then discussed with the Trustee.

  —Our risk metrics– We monitor pension risk using a number of risk metrics. Our regular reporting metrics mainly include VaR, stress testing and risk factor sensitivities. We calculate risk metrics on both a technical provisions (funding) basis and an accounting basis (measured accordingframework to IAS 19 ‘Employee Benefits’). We manage and hedge pension risk on the funding basis. However, we also consider the impact on the accounting valuation basis. Both the funding and the accounting bases are key inputs into our capital calculations.
VaR: We model the assets and liabilities of the Scheme using a VaR framework to show the volatility ofpotential deterioration in the pension positions on a total portfolio level.current position. This ensures that we adequately capture the risks, diversification benefits and liability matching characteristics of the obligations and investments of the Scheme. We use a time period of 1 year and a 95% confidence interval in our VaR model.

Required Return

This estimates the return required per annum from the assets for the Scheme to reach a pre-defined surplus target by a fixed date in the future. The metric therefore provides a gauge on how much investment return is needed to close any funding deficit within a defined timeframe following the current contribution schedule.

CET1 Deduction Volatility

This measures the potential for capital volatility due to the deduction to capital relating to pensions.

Our stress testing examines the behaviour of the Scheme assets and liabilities in response to a range of deterministic financial and demographic shocks. We incorporate the results, and their impact on our balance sheet, income statement and capital position, into our overall enterprise wide stress test results. We perform internal forward-looking stress testing on a monthly basis and historic stress testing on a quarterly basis. We also perform stress tests to satisfy the requests of regulators such as the PRA, including for ICAAPs and PRA stress tests.

Risk mitigation

The key tools we use to mitigate pension risk are:

    Key tools

 

Stress testingDescription: We also take account

Investment strategiesThe Trustee of the impactSantander (UK) Group Pension Scheme has 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 riskscheme provides, as part of our stress testing process. The tests are designed to examineset out in the behaviourtrust deed and rules
To limit the risk of the assets failing to meet the liabilities, over the long term and liabilities of the Scheme underon a range of deterministic financial and demographic shocks. We incorporate the results of the stress tests and their impact on our balance sheet, income statement and capital position into our overall enterprise wide stress test results.shorter-term basis as required by prevailing legislation
To invest in a manner appropriate to the nature and duration of the expected future retirement benefit payments
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.

The assets of the funded plans are held independently of the Santander UK group’s assets in separate trustee administered funds. Investment strategy across the Scheme remains under regular review. The Trustee invests the Scheme assets in a diversified portfolio of UK and overseas equities, corporate and government bonds, property, infrastructure development opportunities and other assets.

Hedging strategies

The Trustee also maintains a hedging strategy to mitigate inflation and interest rate risks. Any hedging decisions are made, after agreement in principle, with the Trustee and executed by the Common Fund Trustee Board after consultation with us. This includes investing in suitable fixed income and inflation-linked assets, and entering into inflation and interest rate swaps.

Other mitigants We perform internal forward-looking stress testing on a monthly basis and historic stress testing on a quarterly basis. We also perform stress testscontinue to satisfy the requests of regulators such as the PRA, including for ICAAPs and PRA stress tests.mitigate pension risk in other ways. For example:
In 2002, the Scheme was closed to new employees
In 2008, the Santander UK Common Fund Trustee was created to make investment and hedging decisions on behalf of the Trustee, improving the investment decision making process
In 2010 the cap applied to future pension increases for active members was lowered
  

Risk factor sensitivities: We monitor and report regularly how sensitiveFrom 1 March 2015, a new cap on pensionable pay increases of 1% each year was applied to colleagues in the Scheme’s assets and liabilities are to changes in key pension risk factors. For details of the sensitivity of the Scheme’s assets and liabilities to changes in interest rates and inflation at the year-end, taking account of the current asset allocation and hedging arrangements, see Note 34 to the Consolidated Financial Statements.Scheme.

 

Risk monitoring and reporting

We monitor pension risk on a monthly basis and report on our metrics at Executive Risk Control Committee, Pensions Committee and also, where certain thresholds are exceeded (or likely to be), to the Board Risk Committee and the Board in accordance with our pension risk appetite. Senior management will then decide what, if any, remedial action should be recommended, which is then discussed with the Trustee.

 

 

140112    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

 

PENSION RISK REVIEW

2016 compared to 2015

Risk mitigationmonitoring and measurement

The Trustee has taken measuresIn 2016, the Deficit at Risk increased to mitigate inflation£1,688m (2015: £1,420m). This was mainly due to significant falls in long-term interest rates that resulted in a higher estimated liability value and widened the gap between Scheme assets and liabilities. This was partially offset by higher interest rate risks. It has done this by investinghedging levels in suitable fixed income and inflation linked assets and by entering into inflation andthe Scheme following the risk management action undertaken in 2016.

During 2016 Santander UK plc asked the Trustee to increase interest rate swaps.hedging to reduce the overall level of risk in the Scheme. As a result, at 31 December 2016 and on a funding basis, the interest rate hedging ratio had increased to 56% (2015: 50%). On an accounting basis the interest rate hedging ratio was 72% (2015: 64%). This change has reduced the potential volatility in Deficit at Risk caused by changes in long-term interest rates and has partially offset the impact of the falls in long-term interest rates in the year. The assetsinflation hedging ratio of the Scheme are invested inon a diversified portfolio of UKfunding basis was 62% (2015: 65%) and overseas equities, corporate and government bonds, property, infrastructure and other assets.on an accounting basis was 94% (2015: 99%).

We have also mitigated risk in other ways:

In 2002, the Scheme was closed to new employees
In 2008, the Santander UK Common Fund Trustee Board was created to make investment and hedging decisions on behalf of the Trustee, improving the investment decision making process
In 2010, the cap applied to future pension increases for active members was lowered
In 2014, following a review of the Scheme, pension arrangements for colleagues in the Scheme were amended through a new cap on pensionable pay increases of 1% each year from 1 March 2015.

The next funding valuation of the Scheme will be undertaken in March 2016. There remains a risk that if long-term interest rates fall, the contribution schedule required might be higher than we previously anticipated.

2015 comparedcontinue to 2014(unaudited)

In 2015, as in previous years, the Scheme was managed within the pension risk appetite triggers and limits. The risk profile of the Scheme also remained stable. For example, the Scheme continued to be 50% hedged to interest rate risk and 65% hedged to inflation risk.

We also continued to seekfocus on achieving the right balance between risk and reward. In 2015,2016, portfolio management yielded positive performance mainly from propertiesindex-linked gilts, interest rate derivatives, real estate and index-link gilts.equities. Our long-term objective is to reduce the risk of the Scheme and eliminate the deficit on a funding valuation basis within ten years.basis. The triennial funding valuation commenced as at 31 March 2016. Negotiations are still ongoing with the Trustee, the outcome of which may impact our definition of long-term goals, the risk profile and our future contributions.

In 2015, VaR (1 year, 95% confidence interval) decreased slightly to £1,260m (2014: £1,340m). This was mainly due to the slightly higher real interest rate reducing the size of the discounted liability.Accounting position

During 2015,2016, the accounting positionsurplus of the Scheme and other funded arrangements improved,reduced, with sections in surplus (retirement benefit assets) of £556m£398m at 31 December 2015 (2014: £315m)2016 (2015: £556m) and sections in deficit (retirement benefit obligations) of £73m£223m at 31 December 2015 (2014: £159m)2016 (2015: £73m). The overall position was a £483m£175m surplus at 31 December 2015 (2014: £156m2016 (2015: £483m surplus). In addition there were unfunded defined benefit scheme liabilities of £37m£39m at 31 December 2015 (2014: £40m)2016 (2015: £37m). The improvementreduction in the overall position in 2016 was due to an increase in liabilities caused mainly driven by gains of £319m from adjustmentsa fall in actuarialhigh grade corporate bond rates, which drive the discount rate, without a similar fall in inflation. This was partially offset by strong asset performance and changes in our discount rate and inflation rate assumptions methodologies referred to in the year.

Further informationcase study below.

For more on our pension obligations, including the current asset allocation and sensitivity to key risk factors, see Note 34 to the Consolidated Financial Statements.

 

Pension assumption review

IAS 19 requires our methodology for calculating Scheme liabilities to have a discount rate based on market yields of high quality corporate bonds of suitable duration and currency. There are only a limited number of higher quality Sterling denominated corporate bonds, particularly those that are longer dated. Therefore, in order to set a suitable discount rate, we need to construct a corporate bond yield curve. There are a number of ways of projecting forward the bond curve beyond the longest dated corporate bond. In the past we projected the bond curve using a gilt yield curve, ignoring high and low outliers in each duration bucket.

LOGO

In 2016 we looked at a number of alternatives to better reflect our estimate of long-dated credit risk in bond yields appropriate for the cash flow liabilities of the Scheme. Following our review, we enhanced the way we set the discount rate. We now consider a number of different data sources and methods of projecting forward the corporate bond curve.

When considering the different models, we project forward the expected cash flows of the Scheme and adopt a single equivalent cash flow weighted discount rate, subject to management judgement.

At the same time, we also enhanced our approach for setting the inflation assumption. In the past we used the spot inflation rate as implied by the Bank of England inflation curve, adjusted for an inflation risk premium. To be consistent with our discount rate methodology, we now set the inflation assumption using the expected cash flows of the Scheme and fitting them to an inflation curve to give a weighted average inflation assumption. We then adjust this by an inflation risk premium. We also adjusted the method of setting the inflation risk premium from a static measure to one based on the nominal level of implied inflation.

The new models were subject to our pensions governance framework and considered by the Board Audit Committee in November 2016. At 31 December 2016 these changes to our methodology assumptions reduced the value placed on the liabilities of the Scheme by £510m (net of tax) and had a 39 basis points positive impact on the CET1 capital ratio.

Santander UK plc    113


Annual Report 2016

Risk review

            Conduct risk(unaudited)

                 

 

Pension investment strategy

LOGO

Since 2013, the Scheme (through the Common Fund Trustee) has started to make significant investments in UK property and infrastructure.Overview

 

The aim has been to seek better risk-adjusted returns by choosing properties with strong underlying fundamentals, though often needing active management to achieve this.

Although the independent Board of the Common Fund Trustee makes the final decision on each investment, they consider the independent reviews carried out each time by our Real Estate Risk team – part of our independent Risk division.

The real estate asset portfolio began by acquiring a £430m property portfolio from the Government’s sale of former Royal Mail pension scheme assets. A further property portfolio with inflation-linked rent increases was acquired, allowing us to partly mitigate inflation risk.

Recognising the strength of the commercial property market, we have begun to sell real estate acquired in the last two years where the proceeds were ahead of business plan.

However, we also continued to increase our real estate exposure through the initial and add-on acquisitions of a number of different portfolios. These included retail/ leisure, office, residential and industrial real estate propositions.

Our longer time horizon for returns means we can take on more complex projects and find embedded value needing true active management. This does not mean just buying higher yielding and higher risk investments – each asset acquired has a clear and detailed business plan and exit strategy pre-purchase.

At its December meeting, Santander UK’s Board reviewed the property portfolio of the Scheme. In particular, our Board challenged whether the current buoyant property conditions meant that it was appropriate to consider further disposals of the portfolio. In response the likely pipeline of transactions in 2016 has been outlined, including the reasons behind them. Enhanced monitoring and managerial oversight that had been introduced for the remaining assets were also highlighted.

Annual Report 2015

Risk review

Operational risk(unaudited)

OperationalConduct risk is the risk that our decisions and behaviours lead to a detriment or poor outcomes for our customers and that we fail to maintain high standards of direct, or indirect, loss duemarket behaviour and integrity.

Our leadership team is committed to inadequate or failed internal processes, peopleensuring conduct strategy is embedded within the business and systems, or external events.the fair treatment of customers is at the heart of what we do.

In this section, we explain how we manage operational riskconduct risk. We also describe our main conduct remediation provisions, with a focus on PPI, and the key tools we use to do this. This includes how our Operational Risk Transformation Programme progressed in the year.

We discuss our top operational risks in the year, and we give some insight into cyber security developments.
We also reporthow we are supporting our operational losses in the year under CRD IV. However, we manage some of these risks in our Risk Framework within other risk types. These include conduct, regulatory and financial crime risk.
older customers.

Key metrics

 

 

Operational losses increasedPPI provision at 31 December 2016 amounted to £609m£457m (2015: £465m)

Most of our operational risk losses related

The PPI provision amounted to charges for conduct remediation, mainly relating to historic sales of PPI. Our operational risk losses increased mainly due to£457m at 31 December 2016. We made an additional conduct remediation£144m provision of £450mcharge in the fourth quarteryear, which included our best estimate of 2015.Plevin related claim costs and a £30m charge for a specific portfolio under a past business review. We will continue to review our provision levels in respect of recent claims experience and once the final FCA guidance is published, and it is possible further PPI-related provision adjustments will be required in future years.

 

Other conduct provisions at 31 December amounted to £36m (2015: £172m)

Other conduct provisions relate predominately to wealth and investment products.

 

 

 

142114    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  

Conduct risk

Other key risks

OUR KEY CONDUCT RISKS

Conduct risk is a key risk for us. We must comply with our conduct risk strategy and our conduct risk appetite to ensure we meet our aim to be the best bank for our customers. Conduct risk can result from any activity we might engage in that could impact customer outcomes. We see our key exposure to conduct risk through risk of error in: product design; sales practices; post-sale servicing; our operational processes; and complaint handling. All of these may result in the risk that we may sell products that do not meet our customers’ needs, align to their expectations or deliver the expected outcomes.

Our conduct risk statement includes four underlying types of risk:

    Key risks

Description

Product risk

The risk that we offer products and services that do not result in the right outcomes for customers.

Sales risk

The risk that we sell products and services to customers without giving them enough information to make an informed decision or we do not provide correct advice.

After-sale and servicing risk

The risk that failures of our operations, processes, servicing activity, IT infrastructure or controls result in poor outcomes for customers. This includes the risk that we do not give appropriate after-sale communications to customers, making it difficult for them to contact us, or we fail to treat customers in financial difficulties fairly.

Culture risk

The risk that we do not maintain a culture where the customer is at the centre of what we do.

Our primary regulator for conduct risk is the FCA, which focuses on the regulation of conduct by both retail and wholesale financial services firms, and whose objectives include securing an appropriate degree of protection for customers. For more on our key regulators see the ‘Regulatory risk’ section.

CONDUCT RISK MANAGEMENT

Risk appetite

We have no appetite to make decisions that lead to poor outcomes for our customers, clients or the market. Our conduct risk appetite is approved at Board level and cascaded to all business units via the conduct risk framework and associated policies.

Risk measurement

To measure conduct risk we have established metrics which are regularly reviewed by Executive and Board Committees.

For example, each business unit (such as those within our Retail Banking segment responsible for retail mortgages, banking, credit cards, loans, insurance, savings and wealth products; as well as those within our Commercial Banking, Global Corporate Banking and Corporate Centre business segments) has a tailored set of key risk indicators (KRIs) according to the conduct risks and policy principles applicable to that business unit. These are monitored through business level dashboards, which cover the end-to-end view of conduct risks (from product, sales, after-sale and servicing) for that business unit in accordance with the conduct risk appetite.

The dashboards take into account a broad range of metrics across common areas such as mystery shopping, quality assurance and complaints. For Global Corporate Banking they also include metrics around confidential information, potential conflicts of interest, culture and behaviour.

The second line Conduct and Compliance team undertakes assurance work, which includes qualitative assessments of each business unit’s conduct risks.

Santander UK plc    115


Annual Report 2016

Risk review

Risk mitigation

The conduct risk framework and associated policies inform all staff of the guiding principles, minimum standards, roles and responsibilities and governance for conduct risk, such as:

    Policies

Description

Product approval

Our product approval process has been established to minimise exposure to conduct, legal, regulatory or reputational risks in the design, marketing, sales and service of new products and services. All products and services are assessed within a formal framework to make sure they are within our risk appetite and any agreed metrics, processes and controls are in place.

Suitable advice

Guidance is provided to advisers and staff on the key principles, minimum requirements and ethical behaviours they must follow when they give advice or conduct a non-advised sale. This ensures our customers are sufficiently informed when they make a buying decision. The main products covered are mortgages, investments, savings and protection.

Training and competence

In line with regulatory expectations all staff are trained and required to maintain an appropriate standard of competence to ensure customers achieve fair outcomes.

Treating vulnerable customers fairly

Our purpose is to help people and businesses prosper and we always aim to treat customers fairly. Certain customers may be impacted financially or personally as a result of their circumstances. Our guidelines give our business areas a clear and consistent understanding of what could constitute vulnerability and the types of customers that may need additional support. The guidelines also help prevent those customers from entering financial difficulty or any other financial loss. We work with key charities and specialist third parties to develop our understanding of vulnerability. We also consider vulnerability in our product approval process, and have mandatory training on it for all our people.

The conduct risk framework and associated policies are supported by a number of tools that allow us to identify and assess any new and emerging conduct risks. These include:

    Key tools

Description

Strategy and business planning

Our Strategy and Corporate Development team help ensure alignment with overall corporate strategy, financial plans, risk appetite and operational capabilities via the annual strategy setting process. Business unit plans are derived from the overall corporate strategy and contain an assessment of conduct risk alongside our other key risk types.

Sales quality assurance

Sales are subject to internal quality assurance and, as appropriate, independent monitoring to ensure the quality of sales and practices.

Operational risk and control assessments

Operational risk and control assessments are carried out by business and business support units to provide a consolidated risk profile view across all business areas. These are completed through a centralised risk management tool to evaluate residual risk exposures and manage them across all areas.

Scenario testing and horizon scanning

Conduct risk is considered within our scenario testing which examines possible root causes and assumptions determining both the likelihood and materiality of impact, along with identification actions to enhance controls where required.

Conduct risk reporting

Dashboards provide an end-to-end view of conduct risks (from product, sales and post-sales and servicing) across all business lines to allow management to apply a lens to the management of conduct risk and understand if it is in line with risk tolerance.

Compliance monitoring

We carry out an annual assurance programme for conduct risk including mystery shopping, branch oversight and thematic reviews.

Risk monitoring and reporting

Risk and control forums have been established to support senior management in managing risk and control in the business units they are responsible for.

Reporting includes commentary on trends or root cause issues, where identified, to enable effective management action. The data reported to senior management contains essential information enabling a clear understanding of current and potential emerging conduct risks and issues. Such information is discussed at risk and control forums with upward escalation to Executive, Executive Risk Control and Board Committees.

116    Santander UK plc


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk  

Conduct risk

 

  

Other key risks

 

    

 

CONDUCT RISK REVIEW

2016 compared to 2015

In 2016, we continued to enhance the way we report and monitor conduct risk. This included improvements to how we assess conduct risk in our business decisions, and carried out related initiatives to continue to improve the outcomes for our customers. These improvements included:

Appointing the CLRO with direct responsibility for control and oversight of legal, conduct, regulatory and financial crime risk
Continuing to enhance our framework and guidance for how we support vulnerable customers including ageing customers as described in more detail below
Making further improvements to our employee reward schemes to further align them to our strategy for Simple, Personal and Fair
Enhancing legacy systems and policies and developing better management information across branch, telephony and digital channels to improve our customer journeys.

We also built on improvements made to our conduct risk framework in Global Corporate Banking, including:

Creating a dedicated first line control team enabling the development of a more holistic approach to managing non-financial risks
Refreshing the product initiative approval process to ensure robust governance and stakeholder approval arrangements
Updating employee performance reviews to include conduct metrics such as, but not limited to, completion of mandatory training and fulfilment of block leave requirements.

PPI provisions

The PPI provision amounted to £457m at 31 December 2016. We made an additional £144m provision charge in the year, which included our best estimate of Plevin related claim costs and a £30m charge for a specific portfolio under a past business review. With the FCA consultation expected to close in the first quarter of 2017, we have assessed the adequacy of our provision and applied the principles published in the August 2016 FCA consultation paper to our current assumptions. We will continue to review our provision levels in respect of recent claims experience and once the final FCA guidance is published, and it is possible further PPI-related provision adjustments will be required in future years.

Monthly utilisation during the year, excluding the impact of past business review activity, was slightly higher than the 2015 average and in line with our assumptions.

Other conduct provisions

Other conduct provisions amounted to £36m and relate predominantly to wealth and investment products.

For more on our provision for conduct remediation, including sensitivities, see Note 33 to the Consolidated Financial Statements. We explain more about these sensitivities in ‘Critical accounting policies and areas of significant management judgement’ in Note 1 to the Consolidated Financial Statements.

Ageing customers

Life expectancy is increasing. A child born in the UK today can expect to live well into their 80s and the number of people aged over 65 already outnumbers those under 16. These changes mean people can look forward to a longer period of retirement but often age brings a number of new challenges. Changes in cognitive ability, dexterity and other senses are widely recognised and associated with ageing.

We are committed to working internally and with the wider industry to recognise and better understand the challenges older people may face. By doing so we aim to provide the right customer experience, products and services to suit people of all ages.

LOGO

In 2016 we carried out a number of initiatives:

–   We enhanced our training to increase staff awareness of the challenges older people may face and how best to respond. In our vulnerable customer training we feature a real life case study of a customer with dementia to demonstrate how our behaviours can support people and provide positive outcomes.

–  We set up an internal working party to enable all areas of our business to consider the ageing population as part of our product and service design and development.

–  We are working with external partners and local communities in a number of ways:

–  We have a 3 year partnership with Age UK and we support their Ambitions for Later Life programme to help older people overcome life-changing events. We also developed a fraud and scams awareness pack in collaboration with Age UK.

–   Recognising older people often rely on help from others to manage their finances, we chair an industry working group focused on enhancing third party access.

In 2017, fingerprint biometrics are due to launch on our mobile app which will avoid the need for people to remember passwords on the move.

We will continue to work in this area in 2017 recognising that, more than ever before, we need to consider our older customers and an increasingly ageing population.

Santander UK plc    117


Annual Report 2016

Risk review

            Other key risks and areas of focus

Overview(unaudited)

Other key risks

In this section, we describe how we manage our other key risks and discuss developments in the year. Our other key risks are:

  Strategic risk: the risk of significant loss or damage arising from strategic decisions that impact the long-term interests of our key stakeholders, or from an inability to adapt to external developments

  Operational risk: the risk of direct, or indirect, loss due to inadequate or failed internal processes, people and systems, or external events. Our top three key operational risks are:

–    Cyber risk

–    Third party supplier management

–    Process and change management.

All of our top operational risks, and how we mitigate them, are described in the ‘Operational risk management’ section below. Many of these have associated technology failure and data risks.

  Financial crime risk: the risk that our employees, products, services or third parties facilitate money laundering, financing terrorism, bribery and corruption or evasion of financial sanctions

  Model risk: the risk of loss arising from decisions mainly based on results of models, due to errors in their design, application or use

  Reputational risk: the risk of damage to the way our reputation and brand are perceived by the public, clients, government, colleagues, investors, or any other interested party

–   Regulatory risk: the risk of loss, financial or reputational, from failing to comply with applicable codes and regulations.

Areas of focus

In this section, we provide more information on country risk exposures, with a focus on the eurozone. We show balances with other Banco Santander companies separately.

118    Santander UK plc


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

Other key risks  

STRATEGIC RISK(unaudited)

Similar to other risks, strategic risk can affect the long-term success and value of our business. It can arise from:

Having a partial picture of our environment. This can include the economy, new rules and regulations, shifting customer expectations, competitor activity and changes in technology
Our business model becoming out of date due to material changes in our operating environment
Misjudging our own capabilities, position in the market, or ability to implement our strategy
Pursuing initiatives like acquisitions that might not fit with our business model, or ignoring opportunities that could boost it.

Strategic risk management

    —

Risk appetite – we have a low to moderate appetite for strategic risk. This limits the risks we take and the services we are willing to provide, and is aligned to our balanced, customer-centric business model.

    —

Risk measurement – strategic risks are determined by Board and management decisions about our objectives and direction. Our Board and senior management regularly review key issues we face and potential risks.

    —Risk mitigation – we try to reduce risk by having a clear and consistent strategy. Our strategy takes account of our main stakeholders, sets out our vision and priorities, and how we achieve progress towards our goal of becoming the best UK bank. Importantly, our strategy is supported by strong values – what we call ‘The Santander Way’. It is based on our aim to be Simple, Personal and Fair in all we do. In 2016, we have continued to embed our culture through a new set of behaviours. These support colleagues in creating an environment in which they can flourish and in turn help us fulfil our aim to be the best bank for our people, customers, shareholders and communities.
We like to be prepared, so we try to plan well. We have simple and effective planning processes and regularly review our performance, products/services and strategy. Our planning helps us identify key risks and opportunities. It also helps us use our resources efficiently and find the best way to serve our customers.

Customers are at the heart of what we do. So we are constantly thinking about our customers, what they want from a bank, and the best way we can meet their ever-changing needs. We think this is one of the best ways to be a successful bank and manage strategic risks.

    —

Risk monitoring and reporting – we closely track our business environment – such as changes in the economy, customer expectations, technology, regulatory and government policies. We also look at long-term trends and how they might affect us. We engage stakeholders both inside our business and outside Santander UK (customers, shareholders, communities) to make sure we capture a wide range of views. Finally, we report a range of indicators to track our performance – these include our KPIs as set out in the ‘Strategic Report’.

2016 compared to 2015

Our business environment is always changing, and this affects how we do business. In 2016, the key changes were:

The relatively stable economic backdrop we saw in the first half of 2016 began to weaken as the year progressed with the outcome of the UK referendum on EU membership in June leading to some short-term market volatility. This gave way to more stability as markets factored in the changeable macro environment. We are nonetheless entering a period of uncertainty as the UK begins the process of leaving the EU. That said, we are well-placed to manage any potential uncertainties and deliver our strategy. As part of the global Banco Santander group, we have options available to us. Additionally, we are the only full-service scale challenger, with a track record of having achieved consistent profitability since 2007, a resilient balance sheet and relentless focus on customers and innovative solutions.
The post-financial crisis regulatory agenda had led to significant change and with it a relatively high cost of compliance. One notable initiative involves ring-fencing, with major UK banks separating their wholesale and retail operations. With this requirement due for implementation by 1 January 2019, and in light of the changeable macro environment, our Board concluded that we can better serve our customers with a ‘wide’ ring-fence structure, rather than the ‘narrow’ ring-fence originally envisaged. Under this model Santander UK plc, the ring-fenced bank, will serve our retail, commercial and corporate customers. This also maintains longer term flexibility and leads to lower overall programme implementation cost with the migration now impacting fewer customers. We intend to complete the implementation well in advance of the deadline, with implementation subject to regulatory and others approvals.
In August 2016, the Competition and Market Authority (CMA) published its final report in connection with its retail banking market investigation. While the CMA’s package of remedies is a step in the right direction to promote competition and tackle incumbency advantages, as a full-service scale challenger, we welcome steps to drive greater competition, more open business models and choice for customers, and stand ready to innovate and evolve our products and services to challenge the status quo by becoming the best bank for our customers.
We have continued to see marked shifts in customer expectations – adopting new technologies and moving to digital channels. At the same time, the scale and pace of technological change has intensified. We are embracing these changes that offer real benefits to our customers. For example, we have introduced end-to-end online processes for all key products including mortgages and investments, alongside other innovations such as advanced data analytics and our highly-rated mobile banking apps.
Competitive pressures have increased both from established players and new entrants. Our business-model and strategy are customer-focused, adaptable and innovative, so we believe we can thrive in this environment. Indeed we are embracing these opportunities as shown by our partnerships including through our FinTech fund, Santander InnoVentures, which has received another $100m funding from Banco Santander (adding to the original $100m investment). This fund invests in FinTech companies with proven expertise in their space, leveraging technology that we can benefit from and helping us challenge the market by adopting these new technologies. For example, our investment in Kabbage – an online SME lender – enables us to offer our small business customers a simple and improved lending experience whilst decreasing risk.
Overall, we embrace change and continue to make good progress towards our strategic goals. For more on this, see the ‘Strategic Report’ section.

Santander UK plc    119


Annual Report 2016

Risk review

OPERATIONAL RISK MANAGEMENT(unaudited)

OUR KEY OPERATIONAL RISKS

Operational risk is inherent in our business. As a result, we aim to manage it down to as low a level as possible, rather than eliminate it entirely. Operational risk events can have a financial impact and can also affect our business objectives, customer service and regulatory obligations. Examples of operationalOperational risk events include:can include product misselling, fraud, process failures, system downtime and damage to assets.

Product mis-selling
Fraud
Process failures
System downtime
Damage to assets.

Our top three key operational risks are:

 

  Our approach to operational risk

  —Our operational risk framework helps us to manage risk in line with our business objectives. It also:
– Describes our operational risk model
– Sets out how we control and manage our operational

    Key risks within the Risk Appetite agreed by the Board

– Helps our people understand their responsibilities

 

– Supports the identification, assessment, management and reporting of operational risk.Description

 

  
  —Cyber risk 

Our priorityThe use of technology and the internet have changed the way we live and work. It has allowed us to develop and improve the way we deal with our customers. It is critically important that we give our customers a secure environment in which to identifydeal with us. Failure to protect the information assets of the bank and reduceits customers against theft, damage or destruction from cyber attacks could result in both damage to our reputation and direct financial losses. This applies not only to our own systems but also those of our third party providers and counterparties in the riskmarket.

Outsourced and third party supplier management

We have arrangements with other Banco Santander companies (including the provision of IT infrastructure, software development, and banking operations) and external outsourced service providers. The failure of a supplier may cause operational disruption, breach of regulation, negative customer impact, financial loss or damage to reputation. We measure risk exposures and monitor risk events to help us set strategic and operational priorities.reputational damage.

 

  —Process and change management 

A key part of our business strategy is to develop and deliver new banking channels and products. These include mobile banking and third party payment products. The scale and pace of our plans increases our operational risk.

We manage key risksalso face a large number of regulatory and legal changes, impacting all areas of our business. There is more on this in the interests of all our stakeholders. We respond to key developments in our‘Regulatory risk’ section. Our business and in the environments in which we operate. We report risk events, and any required changes to controls, through our governance structure.

  —

We apply the standardised approach for Pillar 1units are reporting operational risk capital needs. We use an internal model alignedissues due to the CRD IV advanced measurement approach to assess Pillar 2 capital needs. We also use it to model operational risk lossesvolume and complexity of these changes. These changes could have financial, customer, reputational and regulatory impacts if we might incur under stressed conditions.do not manage them properly.

 

OPERATIONAL RISK MANAGEMENT

Risk appetite

Our operational risk appetite is set at a Santander UK level and at a local business unit level. It is expressed through both quantitative and qualitative measures approved by the Board. These include Santander UK’s operational risk loss appetite and key indicators. They consider each of the seven CRD IV loss event types: internal fraud, external fraud, employment practices and workplace safety, clients, products, and business practices, damage to physical assets, business disruption and systems failures, and execution, delivery, and process management.

Risk measurement and mitigation

The key toolscomponents of the operational risk toolset we use to manage operationalmeasure and mitigate risk are:

 

  Key tools

    Operational risk toolset 

Description

  

Operational risk and control assessments

 

Our business units identify and assess their operational risks to ensure that they are effectively managed and controlled within our Risk Appetite.operational risk appetite. They also ensure that we prioritise any actions needed.

New products and major change risk & control assessment

Every area identifies their risks and assesses their controls for adequacy, and formulates a plan to address any deficiencies noted.deficiencies.

  

ScenarioRisk scenario analysis

 We review the largest

This is carried out across all of our business units and involves a top down assessment of our most significant operational risks across our business.risks. Each business areaunit has a set of scenarios that it reviews and refreshes each year. This reflects changes to its risk profile, its operating environment and assessment against our Risk Appetite. The analysis gives us insight into rare but high impact events. It also allows us to better understand the potential impacts and to remediate issues. It helps us:

– Identify the events that would cause us the most financial, regulatory or reputational damage
– Take corrective action where the controls and assurance around a scenario were insufficient

– Assess capital adequacy needs.

Key risk indicators and key control indicators

We monitor key performance indicators against limits and triggers. This gives us early warning of potential risk exposures. It also allows us to create mitigation strategies. We use risk indicators to give us insight into our changing risk profile and to assess the performance of our key controls.

 

  
Key indicators

Loss data collectionTogether with their related tolerance levels, key indicators provide management with an objective view of the degree of risk or the strength of a particular control at any point in time, or provide a trend over a period of time. They also give us early warning of potential risk exposures. The most common types of key indicators we use are key risk indicators, which highlight the degree of risk, and incidentkey control indicators, which show the strength and effectiveness of controls.

management

In addition to Santander UK level metrics, we also define our operational risk appetite at the business unit level through the use of business unit level key indicators and tolerance levels.

120    Santander UK plc


Risk
governanceCredit riskMarket riskLiquidity riskCapital riskPension risk

Conduct risk

  

Other key risks  

    Operational risk toolset

Description

Operational risk losses

Our operational risk loss appetite determines the level of total operational risk loss (expected and unexpected) in any given year (on a 12 months rolling basis) that we consider to be acceptable.

Incident management

Operational incidents occur when our controls have not operated as intended leading to customer impact, financial loss, regulatory impacts and/or damage to reputation. We have processes to capture and analyse loss events. We use data from these processes to identify and correct control weaknesses. We also use root cause analysis to:

– Identifyto identify emerging themes,

– Prevent prevent or reduce the impacts of recurrence

– Support and to support risk and control assessments, scenario analysis and risk reporting.

  
Risk based insurance 

We escalate events to senior management and committees based on the impact on our finances, reputation or customers.Where appropriate, we use insurance products along with existing risk mitigation measures.

For our key operational risks we also mitigate risk in the following ways:

    Key risks

Risk mitigation

 

  

Reporting

Cyber risk
 

Reporting is an integral partWe operate a layered defence approach to cyber risk, focused on identifying, detecting, preventing, responding to and recovering from cyber attack. We continually review the effectiveness of howour controls against globally recognised security standards including the use of maturity assessments and both internal and external threat analysis. Our comprehensive approach to validation of our controls includes tests designed to replicate real-world cyber attacks, findings of which are incorporated into our ongoing plan of improvements.

For more details on the developments on this, see ‘Cyber security’ on the next page.

Outsourced and third party supplier management

We operate a supplier selection process to ensure that those with whom we manage risk. It ensures we identify, escalate and manage issues on a timely basis. We report exposures for eachintend to conduct business area through monthlymeet our risk and control reports. These include details onstandards. We also monitor and manage our ongoing supplier relationships to ensure our standards continue to be met. We manage our supplier relationships to minimise the possibility of disruption to our business as a result of the failure of a supplier.

Process and change management

Our operational risk exposuresexposure is increased where we engage in new activities, develop new products, enter unfamiliar markets or implement new business processes or technology systems. As a result, we conduct operational risk assessments for material change programmes and how we plannew product developments before they receive approval to mitigate them. We prioritise events that have a material impact on our finances, reputation, or customers by reporting them to key executives.proceed.

 

Where appropriate,Risk monitoring and reporting

Reporting is an integral part of how we manage risk. It ensures we identify, escalate and manage issues on a timely basis. We can identify exposures through operational risk and control assessments, risk scenario analysis, key indicators and incidents. We report exposures for each business unit through monthly risk and control reports. These include details on risk exposures and how we plan to mitigate them. We prioritise events that have a material impact on our finances, reputation, or customers by reporting them to key executives.

We have an overarching crisis management framework in place encompassing all levels, including the Board, senior management and business and support functions. This framework sets out the processes for managing a crisis and major incidents and is tested at least annually. Should an event occur, business continuity plans are in place to recover the services as quickly as possible. These are aligned with our key customer journeys and delivery of critical IT services.

We apply the standardised approach for Pillar 1 operational risk capital needs. We use insurance products along with existingan internal model aligned to the CRD IV advanced measurement approach to assess Pillar 2 capital needs. We also use it to model operational risk mitigation measures.losses we might incur under stressed conditions.

 

 

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Risk review

 

 

    

 

OPERATIONAL RISK REVIEW

Operational Risk Transformation Programme (ORTP)risk event losses

Our Board approved a new Operational Risk Framework in 2014. We developed an ORTP to help us deliver it, which we are rolling out, including new technology, in phases to the end of 2016. This will enable us to achieve market best practice inThe table below shows our operational risk management. In 2015 we worked to:

Specify and support the needs for a new Group Operational Risk Management system
Manage our Operational Risk Self-Assessment programme. This included recording and reporting through the new system
Complete our Scenario Analysis programme
Complete and embed our Operational Risk Assurance plan
Update the operational risk appetite approach for Board review and approval
Enhance our policies. These included operational resiliency, change management, and cyber risk.

Top operational risks

Our top operational risks at 31 December 2015 were:

    Key risks

Description

Cyber risk

In recent years, we have seen an industry-wide increase in the risks from organised crime. Cyber fraud and deception scams are a major threat to us and our customers. The risk is high due to sustained threats and industry incidents, as well as rapid changes in the methods, targets and sophistication used.

In common with other financial institutions with a large customer base, we manage and hold confidential personal customer data, as well as a large number of assets. We are subject to a range of cyber attacks, such as denial of service, malware and phishing. Cyber attacks could give rise to the loss of customer data, other sensitive data, and liquid assets (including cash). Cyber attacks could also disable the systems we use to service our customers.

We continually monitor our systems for attempted cyber attacks and undertake a comprehensive range of cyber security tests designed to replicate real attacks. This approach allows us to assess the effectiveness of our technical and non- technical controls in preventing, detecting, responding to and recovering from a cyber attack.

We have established a response and recovery plan and we conduct exercises to ensure our employees are aware of how to respond before an attack occurs. Our incident escalation framework ensures timely reporting and escalation of incidents to senior leadership and the Board. We work closely with other financial institutions, government agencies and security experts to review and improve our resilience, share data and take preventative measures in a timely manner.

In 2015, we continued to improve our systems, processes, controls and staff training to reduce cyber risk and enhance our data security. For more on this, see ‘Cyber security’ on the next page.

Supplier management

Santander UK has arrangements with Banco Santander group companies (including the provision of IT infrastructure, software development, and banking operations) and external outsourced service providers. We manage these supplier relationships to minimise the possibility of disruption to our business as a result of the failure of a supplier. The consequences to our business of such a failure may be operational disruption, unlawful conduct, negative customer impact, financial loss or reputational damage.

In order to manage this risk we operate pre-contract selection to ensure that suppliers with whom we intend to conduct business meet our risk and control standard requirements. We also monitor and manage our ongoing supplier relationships to ensure our standards continue to be met.

Process change

management

A key part of our business strategy is to develop and deliver new banking channels and products. These include mobile banking and third party payment products. The scale and pace of our plans increases our operational risk.

In addition, we face a large number of regulatory and legal changes, impacting all areas of our business. There is more on this in the Regulatory risk section. Our business units are reporting operational issues due to the volume and complexity of these changes.

These changes could have financial, customer, reputational and regulatory impacts if we do not manage them properly.

To address this in 2015, we:

–    Appointed a Chief Transformation Officer to lead and coordinate our change programmes. Part of their role is to make sure that the risks are identified, assessed, managed and reported

–    Required all major change programmes to assess operational risk before approval to proceed.

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    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

Operational losses

In the table below, we show our losses in 2016 and 2015 and 2014for reportable events with an impact greater than £10,000, split by major category. The categories reflect the CRD IV loss event types. However,type categories. Whilst reported here, we manage some of these risks in our Risk Framework withinin other risk types. These includetypes, including conduct, regulatory and financial crime risk.

 

      2015        2014(1) 
      £m     Volume        £m     Volume 

Internal fraud

            134        1       788  

External fraud

     16       96,754        20       121,976  

Employment practices and workplace safety

     1       57        1       118  

Clients, products, and business practices

     514       4        154       8  

Damage to physical assets

            15               8  

Business disruption and systems failures

            19               155  

Execution, delivery, and process management

     78       421,122         26       544,435  
      609       518,105         202       667,488  

(1)We have changed the basis of the data in this table to reflect losses charged in the year. In the past, we showed amounts paid in the year, regardless of when they had been charged. The data for 2014 has been restated accordingly.
      2016          2015 
      Value (%)     Volume (%)          Value (%)     Volume (%) 

Internal fraud

           2              2 

External fraud

     4      57        1      62 

Employment practices and workplace safety

                          

Clients, products, and business practices

     67      3        87      4 

Damage to physical assets

                         2 

Business disruption and system failures

                          

Execution, delivery, and process management

     29      38           12      30 
      100      100           100      100 

20152016 compared to 20142015(unaudited)

Operational losses

In 2015 and 2014, most2016 operational losses for reportable events with an impact greater than £10,000 totalled £227m (2015: £582m). The majority of our operational riskthese losses by value were in the ‘Clients, products, and business practices’ category. These mainly represented conduct provision charges relating to past sales of PPI products. For more on PPI, see the ‘Conduct risk’ section and Note 33 to the Consolidated Financial Statements.

Losses relating to ‘Execution, delivery, and process management’ increased due toreflect historic systems functionality and process issues. Consistent with industry experience, we continued to see a high volume of low value events in the ‘External fraud’ category which primarily related to online payment fraud.

Operational Risk Transformation Programme

Further investment was made in 2016 to complete the implementation phase of the Operational Risk Transformation Programme. A final year of investment is required in 2017 to embed the programme into business as usual and demonstrate effective operational risk management to the regulators. We also migrated our internal controls records onto the new group Operational Risk Management system.

Cyber security

In 2016, in common with other large UK financial institutions, we continued to be subject to cyber attack. This included an incident that resulted in a temporary disruption to the service offered via our digital channels, caused by a denial of service attack and launched by an unknown external third party. We continued to improve our systems, processes, controls and staff training to reduce cyber risk and enhance our data security. For more on this see ‘Cyber security’ below. In addition, during the past four years we have been building world class data centres that will provide our bank with a solid foundation to enable its digital transformation. This will provide some significant benefits to support future growth, including improved resilience and security and reduced legacy issues. For more on this see the case study on new IT infrastructure in the ‘Strategic Report’ section.

 

 

Cyber security

LOGO

Cyberspace and the internet have changed the wayThe cyber threat landscape continued to evolve rapidly in 2016. As with many financial organisations, we live and work. They have allowed uscontinued to develop and improve the way we deal with our customers.be a target for cyber attacks:

 

It is critically important that we give–   Distributed Denial of Service attacks continued to be prevalent, targeting the online services of many organisations including our customers a secure environment in which to deal with us.own. We also have obligations to our regulators to make sure our use of these technologies is safe. If we do not effectively manage and control our activities, it can give rise to significant risks. As part of this, it is critically important that we protect our data.

In 2015, we improved our cyber risk management capability through the implementation of controls to enhance our ability to detect, prevent, respond to and recover from cyber attacks. And we continually review the effectiveness of our controls against globally recognised security standards and both internal and external threat analysis.defences to minimise the impact of these attacks. The increase in domestic Internet connected devices increases the potential for large scale attacks of this type.

 

Cyber resilience–   The use of sophisticated malware targeting online banking remains common and continues to evolve rapidly. Successful action by law enforcement has disrupted, and in some cases dismantled, the criminal networks behind these attacks. We have deployed controls to protect our own systems against malware attacks and also to protect our customers through detection and prevention mechanisms.

–   Phishing attacks, particularly through fraudulent emails sent to consumers, continued to be prevalent and increasingly other methods of communication, such as text messages, are being used by attackers. We took part in the Bank of England sponsored CBEST cyber resilience exercise,have deployed controls to combat fraudulent emails that are designed to testmasquerade as originating from our effectiveness in responseorganisation.

In 2016, we further improved our cyber defences through the implementation of tools, revised processes and additional staff. Our Cyber Safe security awareness programme delivered interactive training across the business that helped staff to a real-life cyber attack. The resultsidentify suspicious activity. We also ran an annual scam awareness campaign to educate customers and the general public on the most common types of the exercise were sharedscams, with us and we included the lessons learnt in our ongoing activities.

tips to stay safe.

  

An effective defence against cyber attack is not something that can or should be achieved in isolation. We work with financial sector organisations and law enforcement to collectively improve defences. We are a founder member of the Cyber safe awareness

OurDefence Alliance, a UK-based not for profit organisation which aims to collaboratively prepare for and respond to cyber attacks. The recently established UK National Cyber Security teamCentre is also created a series of workshops to help our staff understand more about cyber threats and what they can do to help protect our customers’ data and our business. These interactive workshops discussed:

–    The history of computer hacking and how this crime has evolved into a professional business

–    Types of cyber crimes in use against banks and customers

–    How phishing emails work, incidents against us and how we are dealing with them

–    How we can protect the data we process

–    Steps each of our staff can take to ensure we classify and protect our data

–    Types of mobile attacks made by criminals and how to avoid mobile fraud.welcome development.

 

Our awareness activities also include:

–    Mandatory cyber security training and assessment in addition to existing data protection and data security modules

–    Bespoke cyber security briefings for senior staff, including Executive Committee members and Non-Executive Directors

–    Simulated phishing exercises to improve staff awareness and response capability.LOGO

Annual Report 2015

Risk review

Conduct risk(unaudited)

Conduct risk is the risk that our decisions and behaviours lead to a detriment or poor outcomes for our customers and that we fail to maintain high standards of market integrity.

In this section, we explain how we manage conduct risk, including details of the improvements we made in 2015 as part of our Conduct Risk Strategy Programme.
We also describe our main conduct remediation provisions, with a focus on PPI, and give some insight into how we support vulnerable customers.

Key metrics

PPI provision increased to £465m

In November 2015, the FCA published a consultation paper relating to the introduction of a deadline for customer PPI complaints. It also proposed rules and guidance on the application of the Plevin case.
Following our review of the consultation paper and its potential impact, we made a conduct remediation charge of £450m for the fourth quarter of 2015. This charge represents our best estimate of redress and costs, notwithstanding the ongoing nature of the consultation.

The total provision for PPI redress and related costs amounted to £465m. We will continue to review our provision levels in respect of recent claims experiences and the observed impact of the proposal to introduce a two year deadline for claims.

Other conduct provisions increased to £172m

Other conduct provisions amounted to £172m, which included £43m of additional provisions taken in the third quarter of 2015 relating to wealth and investment products.

 

 

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    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

CONDUCTFINANCIAL CRIME RISK MANAGEMENT(unaudited)

ConductOUR KEY FINANCIAL CRIME RISKS

We are committed to the strongest possible response to financial crime risk. We have always recognised that failure in this area could impact us financially, reputationally and operationally, as well as negatively affecting our customers and wider society. Geopolitical factors and new criminal offending methods can quickly alter the risks we face. In this context, we now consider financial crime risk canto be vieweda top risk. Strengthened systems and controls, an updated policy and governance framework, improved training and new intelligence and risk assessment capabilities, as fourwell as our partnership with UK authorities, are supporting us to detect and prevent financial crime.

Our key underlying risks:financial crime risks are:

 

    Key risks

 

 

Description

 

 
  Product riskMoney laundering 

We offer products and services that do not give our customersare used by criminals to transform the right outcomes.

  Sales risk

We sell unsuitable products and services to customers, give them the wrong adviceproceeds of crime into seemingly legitimate money or do not give them enough information to make an informed decision.

  After-sale and
  servicing risk

Failures of our controls and operations result in risk to customers:

– We do not provide appropriate after-sale communications to customers, making it difficult for them to contact us

– We fail to treat customers in financial difficulties fairly.

  Culture risk

We do not maintain a culture where the customer is at the centre of what we do.

  Our approach to conduct risk

  —We consider conduct risk as part of the governance around our key business decisions. To support this, our conduct risk framework sets out how we manage the risk. It includes:
Key roles and responsibilities
Our approach to risk culture and remuneration
Formal governance, escalation lines and committee structures

Our core control systems and processes.other assets.

 

  
  —Terrorist financing 

We have embedded the key principles for managing conduct risk within The Santander Way in our strategy of being Simple, Personal and Fairare used by terrorists to our customers.deposit, distribute or collect funds that are used to fund their activity.

 

  —

All colleagues are made aware of their responsibilities for conduct risk. They are made accountable through objective setting, performance management and remuneration.

  —

We aim to secure the best outcome for our customers. This means we have minimal tolerance for residual conduct risk. This allows us to pursue our business strategy without leading to poor customer outcomes.

  —We ensure ongoing assessment and management of conduct risks through our governance model:
Product approval and ongoing oversight is a crucial control in the first line of defence
Residual risks are managed through the conduct lifecycle and monitored by the second line
  
Sanctions 

Risk Appetite and policiesWe do not identify payments, customers or entities that are cascaded through the business after approval.subject to economic or international sanctions.

 

  —We have continued to enhance conduct risk identification, assessment, managementBribery and reporting across:
Strategy: we use risk assessments in business planning to proactively identify conduct risks in our strategy
Risk framework and policy: we have improved our documentation to give clearer guidance to the business
Management information: we use this to help proactively identify and manage conduct risks
Products: we have implemented a new product initiation process that gives early sight and acceptance, where appropriate, of conduct risks. We have also enhanced our ongoing monitoring through post-implementation and long-term reviews
corruption 

Culture: we have carried out trainingWe fail to put in place effective controls to prevent or detect bribery and communications in line with The Santander Way and I AM Risk programmes to support cultural change and conduct risk awareness.corruption.

 

FINANCIAL CRIME RISK MANAGEMENT

Risk appetite

We recognise the critical importance of ensuring we are not used for the purposes of financial crime. We have controls in place to manage this risk as we have a minimal tolerance for residual financial crime risk. We have a zero tolerance for non-compliance with sanctions programs and the restrictions imposed through such instruments. We cascade our risk appetite and policies throughout the business.

Risk measurement

We use a number of different tools to measure our exposure to financial crime risk:

We conduct risk assessments of customers, sectors, jurisdictions and business units to assess our risk profile and to ensure we comply with all applicable sanctions regimes
We use monthly key risk indicators to measure and report financial crime risk to senior management
Our Financial Intelligence Unit conducts assessments of particular types of threat, including drawing on information provided by law enforcement and public authorities.

Risk mitigation

Our financial crime function is focused on predicting, detecting, preventing and, where possible, disrupting financial crime.

We require all our business units to manage their activities in line with the principles and guidance in our financial crime risk framework. These requirements are set out in our anti-money laundering (AML), counter terrorist financing, sanctions, and anti-bribery and corruption policies and standards.

In line with UK and international laws and standards, we adopt a risk-based approach to financial crime risk mitigation. Key elements of this approach include:

Risk assessments– we assess customer, product, business, sector and geographic risk to target efforts to mitigate financial crime most effectively
Customer due diligence – we seek to understand customers’ activities and banking requirements and, in order to minimise the risk that we are used for money laundering or terrorist financing, we conduct regular reviews of our higher-risk customer relationships to ensure any new financial crime considerations are identified and addressed.

Risk monitoring and reporting

We monitor key financial crime developments and enhance our controls to comply with new or amended laws, regulations or industry guidance. We produce and report financial crime risk data by business unit which covers all aspects of the business life cycle. Each month we report an analysis of the financial crime key risk indicators to the Executive Risk Control Committee together with a directional indication of the risk profile and any significant deterioration of the metrics.

 

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Risk review

 

 

    

 

CONDUCTFINANCIAL CRIME RISK REVIEW

20152016 compared to 20142015(unaudited)

Our Conduct Risk Strategy Programme has delivered substantial improvements since it was set up in 2013. In 2015,2016 we continued to enhanceimprove the way we report and monitor conduct risk. We also improved how we assess conduct risk ineffectiveness of our business decisions. The Programme worked closely with, and input into, our wider cultural change initiatives. These included Simple, Personal and Fair, I AM Risk and the Santander behaviours, a new set of organisational behaviours that help us live The Santander Way.approach to tackling financial crime.

We also carried out related initiativesmade a number of enhancements to continue to improve the outcomes for our customers. We:systems and controls. Included in these, we:

Implemented a framework and guidance for how we treat and help vulnerable customers. There is more on this below
Simplified our retail product range. This made it easier for customers to understand and use them. It also simplified our sales and servicing processes
Improved our branch and distribution incentive schemesinternal data. As part of this, we introduced key indicators to focus away from volume and product-based incentives. It has also made delivering good outcomes for customers critical to successfully achieving the incentives.

Our key areas of focus for 2016 are:

Continuing to embed the conducttrack performance against our financial crime risk framework into our Commercial Banking and Global Corporate Banking businesses
ContinuingFurther automated our Suspicious Activity Reporting (SAR) process. This built on positive feedback from the National Crime Agency on the quality of our SAR submissions and improved our ability to roll outprovide high quality data.

We continued to review our financial crime policy and standards. We:

Enhanced our cultural change programme. This will alsofinancial crime compliance operating model. We put in place dedicated first line governance and operations, and hired skilled staff to support embedding the framework across the businessa more intelligence led second line approach
Monitoring areas of higher risk arising fromUpdated our business modelpolicy and strategy. These includestandards to reflect changes to laws and regulations, including the risk of unintended detrimentFourth EU Money Laundering Directive and EU Wire Transfer Regulation 2
Continued to some customers, anddevelop the increased risk of cyber attack and IT infrastructure resilience, astraining we provide to our staff. This included a resultFinancial Crime Awareness Week in July 2016 that allowed over 200 of our network transformationstaff across the country to receive briefings from external experts from government, law firms and digitalisation strategy.law enforcement.

PPI provisions

When assessing the adequacy ofWe enhanced our provision, we have applied the November 2015 FCA consultation paper, including the Plevin case,partnerships with public authorities. We:

Increased our intelligence and risk assessment capabilities including further investment in our Financial Intelligence Unit, improved country risk assessment and greater partnership with public authorities such as through the Joint Money Laundering Intelligence Task Force
Increased our external engagement with government and at industry level, to ensure we have the most up to date understanding of key financial crime compliance developments and help shape public policy making.

We also strengthened our reporting to senior management. This included enhancing our current assumptions. This application has resulted in an additional £450m provision charge for the fourth quarter of 2015, which representsrisk assessment, screening and transaction monitoring, delivered through our best estimate of the remaining redress and costs. The additional provision is predicated on the probable two-year deadline by which customers would need to make their PPI complaints and the anticipated increase in claim volumes as a result of the finite claim period.

The total provision for PPI redress and related costs amounted to £465m at 31 December 2015, which included £450m of additional provisions made for the fourth quarter of 2015. While we saw a reduction in PPI redress costs in the first half of the year, we have seen an increase in the third quarter in line with industry trends, with the fourth quarter remaining flat. Although we are comfortable with our current position, we will continue to review our provision levels in respect of recent claims experiences and the observed impact of the two-year deadline.

Other conduct provisions

Other conduct provisions amounted to £172m, which included £43m of additional provisions taken in the third quarter of 2015 relating to wealth and investment products. The additional provisions were taken following the agreement of the revised approach to redressing portfolio and structured investment customers with the FCA. Outstanding non-PPI provisions relate predominantly to wealth and investment products.

For more on our provision for conduct remediation, including sensitivities, see Note 33 to the Consolidated Financial Statements. We explain more about these sensitivities in ‘Critical accounting policies and areas of significant management judgement’ in Note 1 to the Consolidated Financial Statements.Crime Transformation Program.

 

Helping vulnerable customersPartnerships with public authorities

 

We are committedan active participant in the Joint Money Laundering Intelligence Task Force (JMLIT), which supports public-private collaboration to sharing our experience, insighttackle financial crime. The JMLIT was set up in May 2016, and best practice across our businesshas been developed with partners in government, the British Bankers Association, law enforcement and over 20 major UK and international banks under the leadership of the Financial Sector Forum.

The JMLIT analysed information and used public and private sector expertise to better understand the scale of money laundering and the industry. In this way, banking can become part of a solution rather than a problem for people facing vulnerable circumstances.methods used by criminals to exploit the UK’s financial system. It also analysed how terrorists use financial systems to finance attacks. It identified and implemented actions to address these.

 

Vulnerable customers may be impacted both financially or personally as a result of their circumstances. They may be vulnerable due to a physical or mental condition or become vulnerable due to their surroundings – for example if their town is flooded. This broad range of issues is likely to impact financial behaviour or decisions, and may require us to take a tailored and flexible approach to support their financial needs.LOGO

 

Supporting/understanding vulnerability
By helping customers to make the best decision for their situation, we will improve both the customer journey and our reputation for putting customers at the heart of all we do.

We have already set up a number of guidelines to help us develop our approach:

  

We have derived real benefits from participating in all levels of the JMLIT, including the following:

–   IntroducedThrough the consideration of vulnerabilitylegal framework provided by this partnership, we were able to provide information to the product approval process

–    Launched mandatory training for all our people

–    Became an official ‘Dementia Friend’

–    Further refined our fraudJMLIT that supported law enforcement actions to tackle a serious organised crime group involved in human trafficking and scams policy and support structure to customers

–    Piloted a scheme to centralise our probate and bereavement process and improve the overall customer and representative experience.money laundering.

 

–   Alerts and other information provided to us by the JMLIT have supported a range of financial crime prevention and detection activities. We are working with key charitieshave used information from the JMLIT to enhance our intelligence and specialist third partiesanalysis activities, as well as to developinform our understanding of vulnerability.financial crime training efforts.

 

Leveraging expertise

We estimate that almost 35,000–   The National Crime Agency, the Police and the Home Office also participated in our first Santander UK Financial Crime Awareness Week in July 2016. This allowed over 250 of our customers are British Sign Language users. To help broaden the channelscolleagues in five locations to receive briefings on new financial crime developments from external experts. This type of communication availableup to them, we are an early adopter ofdate information will support our colleagues to understand new technology that allows themfinancial crime offending techniques and therefore be better able to contact us direct using secure video links with fully qualified interpreters.

This video relay service has given these
customers a quickspot and simple methodstop financial criminals seeking to
interact with us. This is a benefit to many
customers and is a step forward in creating
barrier-free banking.
access banking services.

 

LOGO  The involvement in the JMLIT is an example of our commitment to strong partnerships with the public sector to tackle financial crime.

 

 

148124    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

 

  

Other key risks

 

    

 

Other key risks and areas of focus
Other key risks
In this section, we describe how we manage our other key risks and discuss developments in the year. Our other key risks are:
Financial crime risk: the risk that we are used to legitimise the proceeds from criminal activity which conceal their true origins. This includes money laundering, financing terrorism, sanctions, and bribery and corruption
Strategic risk: the risk of significant loss or damage arising from strategic decisions that impact the long-term interests of our key stakeholders, or from an inability to adapt to external developments
Reputational risk: the risk of damage to the way our reputation and brand are perceived by the public, clients, government, colleagues, investors, or any other interested party
Regulatory risk: the risk of loss, through financial or reputational loss, from failing to comply with applicable codes and regulations
Model risk: the risk of loss arising from decisions mainly based on results of models, due to errors in their design, application or use.
Areas of focus
In this section, we provide more information on:

Country risk exposures: we analyse our on and off-balance sheet exposures, with a focus on the eurozone. We show our exposures to the wider Banco Santander group separately

Annual Report 2015

Risk review

FINANCIAL CRIMEMODEL RISK(unaudited)

Financial crime risk canOur key model risks arise in four key areas:

  Key risks

Description

  Money laundering

We are used by criminals to transform the proceeds of crime into seemingly legitimate money or other assets.

  Terrorist financing

We are used by terrorists to deposit, distribute or collect funds that are used to fund their activity.

  Sanctions

We do not identify payments, customers or entities that are subject to economic or international sanctions.

  Bribery and
  corruption

We fail to put in place effective controls to prevent or detect bribery and corruption.

In 2015, financial crime was added as a key riskfrom potential flaws in our Risk Framework. This demonstratesmodelling techniques, or the importance we place on it.incorrect use of a model. They include risks arising from model data, systems, development, performance and governance.

 

    Our approach to financial crimeModel risk management

 

  —

We recognise the critical importance of ensuring we are not used for the purposes of financial crime. We manage our financial crime risks in line with the financial crime risk framework and the financial crime risk appetite statement.

  —

Our financial crime function strives to be world-class in predicting, detecting, preventing and, where possible, disrupting financial crime. We manage the risk through internal controls, policies, standards and procedures. We also monitor key risk indicators and management information. These are designed to ensure we comply with anti-money laundering (AML), counter terrorist financing, sanctions, and anti-bribery and corruption (ABC) laws, regulations and industry guidance.

  —

We expect all our business units to manage their activities in line with the principles and guidance in our financial crime risk framework and to comply with our AML, sanctions and ABC policies and standards.

  —

We monitor key regulatory developments and enhance our controls to comply with new or amended laws, regulations or industry guidance.

2015 compared to 2014(unaudited)

In 2015, we continued to improve our financial crime controls, culture and awareness. As part of our Financial Crime Transformation Programme, we:

Enhanced our financial crime governance, oversight, training and awareness strategy
Upgraded our financial crime policies and standards
Established a revised governance structure which holds senior management to account
Strengthened our financial crime leadership team and staff
Introduced accountability statements for senior management
Improved our management data
Rolled out mandatory training to all staff, and introduced financial crime training tailored by role
Undertook financial crime business unit risk assessments to identify and prioritise risks
Enhanced our systems, controls and processes, including our automated controls.

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    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

STRATEGIC RISK(unaudited)

Similar to other risks, strategic risk can affect the long-term success and value of our business. It can arise from:

Having a partial picture of our environment. This can include the economy, new rules and regulations, customer demands, competitor activity, and changes in technology
Our business model becoming out of date due to material changes in our operating environment
Misunderstanding our own capabilities, position in the market, or ability to implement our strategy
Pursuing initiatives like acquisitions that might not fit with our business model, or ignoring opportunities that could boost it.

  Our approach to strategic risk

    — 

Good governanceRisk appetitestrategic risks are determinedour appetite for model risk is expressed through the risk assessments of our most material risk models. This is agreed by the Board and management decisions about our objectives and direction. We make sure our Board and management decision-making processes are very thorough. As such, our Board and senior management regularly review key issues we face and potential risks.at least annually.

 

    — 

Clear strategyRisk measurement– we try to reduce risk by having a clear and consistent strategy. Our strategy takes accountconsider both the percentage of our main stakeholders, sets out our vision and priorities, and how we achieve progress towards our goalmodels that have been independently assessed, as well the outcome of becoming the best bank. Importantly, our strategy is supported by strong values – what we call ‘The Santander Way’. It is based on our aim to be Simple, Personal and Fair in all we do. In other words, how we treat our people, care for our customers, serve our shareholders and support our communities. It is also reflectedthose reviews, in our products and services.measurement of model risk.

 

    — 

Sound planningRisk mitigation– we likemitigate model risk through controls over the use of models throughout their lifecycle. We maintain a central model inventory that includes data on owners, uses and key dates. We assess how important each model is to be prepared, so we tryour business. Recommendations arising from independent reviews are tracked through to plan well. We have simple and effective planning processes and regularly review our performance, products/services and strategy. Our planning helps us identify key risks and opportunities. It also helps us use our resources efficiently and find the best way to serve our customers. We closely track our business environment – such as changes in the economy, customer expectations, technology, regulatory and government policies.resolution. We also look at long-term trendsmaintain a single approval body for new model developments, updates and how they might affect us. Finally, our planning processes involve stakeholders both inside our business and outside Santander UK (customers, shareholders, communities) to make sure we capture a wide range of views.performance tracking.

 

    — 

Being customer-centricRisk monitoring and reporting– we cannot say it often enough. Customers are at the heart of what we do. So we are constantly thinking about our customers, what they want from a bank,report model risks and the best way we can meet their ever-changing needs. We think this is one of the best ways to be a successful bank and manage strategic risks.

  —

Robust risk management– we have a strongissues using model risk management framework.and control forums. We also have a prudentescalate issues to the Executive Risk Control Committee when necessary, or if our risk appetite which limits the risks we take and the services we are willing to provide. This is aligned with our balanced and customer-centric business model. So we provide straight-forward banking services aimed at helping our customers.breached.

 

20152016 compared to 20142015(unaudited)

OurWe continue to identify new models used across the business. We determine their importance in order to compare across the model landscape, and focus management and control, as effectively as possible. We have further enhanced our model risk framework and policy, continuing its extension across the business, environment is always changing, and this affectsproviding more clarity around accountabilities of model owners, developers and reviewers. We continue to independently review the waymost material models. To improve our controls further, we do business. In 2015,have established a model risk control forum, reporting directly to the key changes were:

The post-financial crisis regulatory agenda has led to significant change and with it high costs of regulatory compliance. One notable change involves Banking Reform, with major UK banks separating their wholesale and retail operations. Here, we have analysed the required changes and begun the work to structure ourselves to comply
The Competition and Markets Authority launched a market investigation into current accounts and lending to SMEs to decide if barriers to competition exist and, if so, how to address them. As a full-service scale challenger with a strong customer focus, we welcome steps to combat inertia in personal and SME banking and promote competition
Competitive pressures have increased both from established players and new entrants. Our business model and strategy are customer-focused, adaptable and innovative, so we believe we can thrive in this environment. Indeed, we are embracing these opportunities as shown by our partnerships with Funding Circle and our FinTech fund
We are seeing rapid changes in customer expectations – adopting new technology and moving to digital channels. We are embracing these changes that offer benefits to our customers. For example, we were in the first wave of UK banks to introduce Apple Pay. We also introduced mobile tools like the highly-rated customer apps Spendlytics, KiTTi and SmartBank
Overall, we embrace change and continue to make strong progress towards our strategic priorities. For more on this, see the ‘Strategic report’ section.

Annual Report 2015

Executive Risk review

Control Committee.

REPUTATIONAL RISK(unaudited)

Reputational riskOur key reputational risks arise from failures in corporate governance or management, failures in treating customers fairly, the actual or perceived way we do business and the sectors and countries we do business with, how our clients and those who represent us conduct themselves, and how business is inherentconducted in our business. It can arise from decisionsindustry. External factors may also present a reputational risk to us, including the macro environment and behaviour which may be against laws or regulations, or out of line with society’s standards, values and expectations. Examplesperformance of the sources of this risk are:

Failures in corporate governance or management
The actual or perceived way we do business
How our clients and those who represent us conduct themselves
How business is conducted in our industry.

sector. Sustained damage to our reputation could have a material impact on our ability to operate fully. In turn, this could affect our financial performance and prospects.

Reputational risk is not static; today’s decisions may be judged by different standards tomorrow. We build this into our risk culture, evaluation and sanction procedures.

 

    Our approach to reputationalReputational risk management

 

    — 

WeRisk appetite – we have a low appetite for reputational risk, expressed in terms of the risk measures set out below, and which is agreed by the principles and responsibilities for identifying, assessing, managing and reporting this risk in our reputational risk framework.Board at least annually.

 

    — 

Risk measurement – we assess our exposure to reputational risk daily. We expect allbase this on analysis of social media, print, and broadcast media as well as political and market commentators. Our analysis considers our business unitsactivities and those of our UK peers and is designed to manage their operationshelp us identify large reputational events, or a prolonged deterioration in line with this framework.our reputation. We also expect our people to manage this risk in their own workmeasure the perception of Santander UK by complying with our policieskey stakeholder groups at least annually, using third party research. This includes employees, media, politicians and guidelines.customer groups.

 

    — 

Risk mitigation – all our business units consider reputational risk as part of their operational risk and control assessments. We regularly reviewalso consider reputational risk as part of our policiesnew product assessments. Our Corporate Affairs and proceduresMarketing Team, supported by our legal, compliance and risk teams, help our business units to mitigate reputational risk, and agree action plans as required, as part of their overall responsibility to monitor, build and protect our reputation. We focus on developments across our industry, guidance from our regulators, best practicereputation and the expectations of society.brand.

 

    — 

We measure this risk through regular surveys of howRisk monitoring and reporting we are perceived by our stakeholders. These include the media, government, regulators, customersmonitor and staff.

  —Formal committees overseereport key reputational risks and direct our assessment:

issues on a timely basis, escalating them to Executive Risk Control Committee, and Board Risk Committee and Executive Risk Committee oversee reputation issues as part of our overall Risk Appetite

necessary. Our Corporate Affairs and Marketing team, reporting to the CEO, are challenged with monitoring, building and protecting our reputation and brand

–    Corporate Affairs and Marketing reportTeam also reports regularly to our Executive Committee on Corporate Social Responsibility, Sustainability and Public Affairs policies. They do this from an environment, community and sector point of view.

20152016 compared to 20142015(unaudited)

In 2015,2016, we further strengthened governance and culture across the business. We have:have continued to:

Built on the substantial increase in resources and investment in the Compliance and Risk divisions in 2014
Continued to simplifyWork towards our business to make it easier to manage.stated corporate goals for 2018. This included reducing the number of products and services we offered, identifying improvedimproving ways of working, simplifying complex processes as well as developing technology to improve our customers’ experience
Introduced The Santander Way Committee to further embed Simple, PersonalEmbed the behaviours that support our purpose, aim and Fairvalues, most notably by including them as part of our performance appraisals. From the mid-year 2016 behaviours will carry equal weighting with achievements in all employees’ performance management
Developed a set of behaviours we expect all colleagues to embrace.Enhance our reputational risk appetite and agreed escalation processes.

In addition we continued to embed Simple, Personal and Fair across the business through the governance of The Santander Way committee. This included our Executive Committee conversations initiative and a series of events that gave employees the opportunity to ask questions about topics that are on their mind.

We worked closely with the business on communication plans for key events such as the UK Referendum on EU membership and Banking Reform. We also promoted the community and wider society support that Santander UK provides through its Corporate Social Responsibility work, and the Santander Cycles Schemes in London and Milton Keynes.

 

 

152  Santander UK plc    125


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

Annual Report 2016

Risk review

    

 

REGULATORY RISK(unaudited)

Regulatory risk arisesOur key regulatory risks arise mainly from failing to adhere with relevant laws, regulations and codes which could have serious financial and reputational consequences. We may also be adversely impacted by changes and associated uncertainty relating to UK and international regulatory requirements.

We categorise regulatory risk into financial and non-financial risk as aligned to our primary regulators who are the:

PRA, which is responsible for the prudential regulation and supervision, and whose general objective is to promote the safety and soundness of the firms it supervises; and
FCA, which focuses on the regulation of conduct by both retail and wholesale financial services firms, and whose objectives include securing an appropriate degree of protection for customers.

As well as being subject to UK regulation, as part of the Banco Santander group, we are impacted indirectly through regulation by the Banco de España (the Bank of Spain) and, at a corporate level, by the ECB following the introduction of the Single Supervisory Mechanism in November 2014. In addition, our business falls within the scope of US regulation, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, which places certain restrictions on our activities both in the UK and the US. We are also required to adhere to the rules and guidance of other regulators and voluntary code schemes which operate in the UK.

We aim to comply with relevant regulations and codes.exceed all regulatory requirements. Due to the close links between regulatory risk and the operational and conduct risk frameworks, the identification, assessment, management and reporting tools for these risks also apply where such exposures and risks have a regulatory risk impact.

  Our approach to regulatory risk

  —

We categorise regulatory risk into financial (i.e. financial prudence) and non-financial (i.e. conduct risk, described previously). This is in line with the regulatory model in the UK, where financial institutions have two key supervisors: one focusing on prudential regulation (the PRA) and one focusing on conduct (the FCA).

  —

We have no appetite for regulatory risk. To achieve this we set out the principles and responsibilities for identifying, assessing, managing and reporting this risk in our regulatory risk framework.

  —

Our framework is supported by policies, processes and standards which provide the structure for us to operate in accordance with laws, regulations and voluntary codes which apply to our activities.

  —

We monitor and report regulatory developments through formal governance committees. Our reporting captures all material regulatory reviews, investigations and developments. It also tracks the status of, and trends in, our key relationships with regulators.

20152016 compared to 20142015(unaudited)

The levelA consistent theme in recent years has been the rate and scope of the change agenda, across both regulatory risk remained high during 2015 as a result of regulatorychange and governmental bodies’ efforts to further enhance protection of consumers and market integrity through heightened supervision and regulatory change.

politically driven initiatives. In common with much of the financial services industry, we continue to experience significant levels of regulatory scrutiny. Over the course of the year this included supervisory reviews, meetings and requests for information across business lines and customer sectors. We have also seen an increased presence of the Competition Markets Authority in relation to the retail banking market investigation.

We carried out a number of regulatory-driven activities in 20152016 in response to the evolving regulatory environment. We:

Made changes to comply with regulations thatthe new requirements of the Senior Managers Regime which came into force during the year, including the recast Client Asset FCA Rulebook and Deposit Protection Rules. We also made changes to comply with the Volcker Rule (derived from the US Dodd-Frank Wall Street Reform and Consumer Protection Act)on 7 March 2016
StartedEnhanced the whistleblowing framework in line with the new whistleblowing rules which came into effect on 7 September 2016
Continued activities to ensure compliance with future regulatory regime and rule changes. These included Banking Reform ring-fencing, the new Accountability Regime and the Markets in Financial Instruments Directive II
Applied for full FCA Consumer Credit permissions following the transfer of consumer credit regulation from the OFT to the FCA in 2014.

For more on regulatory developments, see the ‘Risk factors’ section.

MODEL RISK(unaudited)

Model risk can arise from flaws in our modelling techniques, or the incorrect use of a model.

  Our approach to model risk

  —We manage model risk through a set of controls over the use of models throughout their lifecycle. We:
– Maintain a central model inventory. This includes data on owners, uses and key dates
– Assess how important each model is to our business
– Identify key model owners, developers and independent reviewers and agree their responsibilities
– Maintain a single approval body for model developments, updates and performance tracking
– Report updates to risk forums and committees. This includes risk appetite metrics

– Escalate to our senior management and committees if the predictive capability of a model deteriorates.

  —

Our independent model validation unit helps mitigate model risk. It checks how a model is built and documented, and reviews the reasons for its construction. It also checks the external environment in which a model is released, giving as full a review as possible. The output of the review is presented with the model in the approval process.

2015 compared to 2014(unaudited)

We have developed a framework to help improve the way we manage risks associated with the various models we use to make risk-based decisions. In 2015, we began to extend our model risk management practices into Retail Banking and Commercial Banking, as well as our Finance division. We identified the models we use in these areas and determined their importance to us. This will help us to compare our most important models across and within divisions.

Annual Report 2015

Risk review

COUNTRY RISK EXPOSURE

We manage our country risk exposure under our global limits framework. Within this framework, we set our Risk Appetite for each country, taking into account factors that may influence its risk profile. These can include political events, macroeconomics and the nature of the risk. We actively manage exposures if we think we need to. As an example, in recent years, we have increased our monitoring of exposures to eurozone counterparties. As part of this, we have selectively divested assets affected by events in those countries. We consider Banco Santander group-related risk separately.

The tables below show our exposures at 31 December 2015 and 2014. Total exposures are the total of balance sheet and off-balance sheet values. We calculate balance sheet values in accordance with IFRS (i.e. after netting allowed under IFRS) except for credit provisions which have been added back. Off balance sheet values are undrawn facilities and letters of credit.

We classify geographical location according to country of risk – in other words, the country where each counterparty has its main business activity or assets. That is unless there is a full risk transfer guarantee in place, in which case we use the guarantor’s country of domicile instead. If our clients have operations in many countries, we use their country of incorporation.

We show the exposures by type of counterparty. The only exception is where exposures have been guaranteed by a sovereign. In that case we show them in the ‘Government guaranteed’ category. Due to the interest in the eurozone, we show those disclosures first and highlight them separately.

The tables exclude exposures to other Banco Santander group companies. We show them separately in the ‘Balances with other Banco Santander group companies’ section.

  Central  Government    Banks(2)   Other       Retail       Corporate       Total(1) 
  and local guaranteed     financial                   
  governments       institutions                   
   £bn £bn  £bn  £bn     £bn     £bn     £bn 

2015

                

Eurozone:

                

Peripheral eurozone countries:

                

Italy

 0.8      0.1                  0.1       1.0  

Ireland

           0.1              0.6       0.7  

Spain (excluding Banco Santander)

       0.2                  0.2       0.4  

Portugal

       0.1                         0.1  

Greece

                                  

Other eurozone countries:

                

France

 0.1  0.3    2.1    0.1              1.6       4.2  

Germany

 0.1      2.2                  0.5       2.8  

All other eurozone(3)

 0.5      1.1    0.3              1.4       3.3  
  1.5  0.3    5.8    0.5              4.4       12.5  

All other countries:

                

UK

 17.0  0.4    9.6    6.8       184.1       52.5       270.4  

US

 2.5  0.2    9.0    3.2              0.1       15.0  

Japan

 2.7      1.0    0.1              1.7       5.5  

Switzerland

 0.1      0.2                  0.4       0.7  

Denmark

       0.1                  0.4       0.5  

Russia

           0.2                     0.2  

All others(4)

       1.5    0.4              1.9       3.8  
  22.3  0.6    21.4    10.7       184.1       57.0       296.1  

Total

 23.8  0.9    27.2    11.2       184.1       61.4       308.6  

(1)Credit exposures exclude cash at hand, the macro hedge of interest rate risk, intangible assets, property, plant and equipment, current and deferred tax assets, retirement benefit assets and other assets. Loans and advances to customers are included gross of loan loss allowances.
(2)Excludes balances with central banks.
(3)Includes The Netherlands of £1.0bn, Luxembourg of £0.9bn, Belgium, Finland and Austria, as well as Cyprus of £39m.
(4)Includes Ukraine of £nil.II.

 

 

154126    Santander UK plc


    Risk  Risk              
 governance  Credit risk  Market risk  Liquidity risk  Capital risk  Pension risk  Operational risk 

Conduct risk

  

Other key risks

 

 

COUNTRY RISK EXPOSURES

We manage our country risk exposure under our global limits framework. Within this framework, we set our Risk Appetite for each country, taking into account factors that may affect its risk profile. These can include political events, macroeconomics and the nature of the risk. We actively manage exposures if we think we need to. We consider Banco Santander related risk separately.

The tables below show our total exposures, which are the total of balance sheet and off-balance sheet values. We calculate balance sheet values in accordance with IFRS (i.e. after netting allowed under IAS 32) except for credit provisions which we add back. Off-balance sheet values are undrawn facilities and letters of credit. We classify location by country of risk – the country where each client has its main business or assets. That is unless there is a full risk transfer guarantee in place, in which case we use the guarantor’s country of domicile. If a client has operations in many countries, we use their country of incorporation. The tables below exclude balances with other Banco Santander companies. We show them separately in the ‘Balances with other Banco Santander companies’ section.

 

 Central Government    Banks(2)  Other       Retail       Corporate       Total(1)               Financial institutions                              
 and local guaranteed   financial                       Governments Government     Banks(1)   Other     Retail     Corporate     Total(2) 
 governments     institutions                         guaranteed                             
 £bn £bn £bn £bn     £bn     £bn     £bn     £bn £bn     £bn   £bn     £bn     £bn     £bn 

2014

                

Eurozone:

                

Peripheral eurozone countries:

                

2016

                       

Eurozone countries:

                       

Italy

 0.9     0.1                  0.2       1.2       1.0             0.1            0.2      1.3 

Ireland

                         0.3       0.3                0.5    0.4            0.5      1.4 

Spain (excluding Banco Santander)

      0.3                  0.1       0.4                0.3    0.1            0.2      0.6 

Portugal

                                                0.1                      0.1 

Greece

                                  

Other eurozone countries:

                

Luxembourg

                  2.3            0.3      2.6 

France

  0.4   2.2                  0.1       2.7       0.1   0.3      1.8    0.2            0.1      2.5 

Germany

 0.2     1.9                  0.3       2.4                2.5                      2.5 

All other eurozone(3)

      1.3   0.1              1.5       2.9  

Other(3)

     0.3         1.1    0.3            1.1      2.8 
 1.1 0.4   5.8   0.1              2.5       9.9       1.4   0.3      6.3    3.4            2.4      13.8 

All other countries:

                                       

UK

 20.2 0.4   11.2   5.4       176.9       48.1       262.2       33.6   0.4      12.0    13.5      189.1      41.3      289.9 

US

 4.7 0.2   10.1   1.0              0.2       16.2       4.8   0.2      10.6    2.5            0.1      18.2 

Japan

 3.8     0.1   0.1              1.1       5.1  

Japan(4)

     2.8         3.2    0.1            1.4      7.5 

Switzerland

 0.7     0.5                  0.3       1.5       0.2         0.1                0.2      0.5 

Denmark

 0.3     0.2                  0.3       0.8                0.1                0.4      0.5 

Russia

          0.2                     0.2                    0.1                  0.1 

All others(4)

      1.4   0.3              3.6       5.3  

Other

     0.1         2.6    0.6            2.3      5.6 
 29.7 0.6   23.5   7.0       176.9       53.6       291.3       41.5   0.6      28.6    16.8      189.1      45.7      322.3 

Total

 30.8 1.0   29.3   7.1       176.9       56.1       301.2       42.9   0.9      34.9    20.2      189.1      48.1      336.1 

2015

                       

Eurozone countries:

                       

Italy

     0.8         0.1                0.1      1.0 

Ireland

                  0.1            0.6      0.7 

Spain (excluding Banco Santander)

              0.2                0.2      0.4 

Portugal

              0.1                      0.1 

France

     0.1  0.3      2.1    0.1            1.6      4.2 

Germany

     0.1         2.2                0.5      2.8 

Other(3)

     0.5         1.1    0.3            1.4      3.3 
     1.5  0.3      5.8    0.5            4.4      12.5 

All other countries:

                       

UK

     17.0(5)  0.4      9.6    6.8      184.1      52.5      270.4 

US

     2.5  0.2      9.0    3.2            0.1      15.0 

Japan(4)

     2.7         1.0    0.1            1.7      5.5 

Switzerland

     0.1         0.2                0.4      0.7 

Denmark

              0.1                0.4      0.5 

Russia

                  0.2                  0.2 

Other

              1.5    0.4            1.9      3.8 
     22.3  0.6      21.4    10.7      184.1      57.0      296.1 

Total

     23.8  0.9      27.2    11.2      184.1      61.4      308.6 

 

(1)Credit exposures excludeExcludes balances with central banks.
(2)Excludes cash at hand, the macro hedge of interest rate risk, interests in other entities, intangible assets, property, plant and equipment, current and deferred tax assets, retirement benefit assets and other assets. Loans and advances to customers are included gross of loan loss allowances.
(2)Excludes balances with central banks.credit provisions.
(3)Includes The Netherlands of £1.0bn, Luxembourg£1.4bn (2015: £1.0bn), Cyprus of £0.9bn,£28m (2015: £39m), Greece of £nil (2015: £nil), Belgium, Finland and Austria, as well as CyprusAustria. The 2015 balance includes Luxembourg of £39m.£0.9bn.
(4)Includes Ukraine of £nil.

2015 comparedBalances primarily relate to 2014(unaudited)

Key changes in sovereign and other country risk exposures in 2015 were:

An increase of £8.2bn in exposure to the UK to £270.4bn (2014: £262.2bn). This was mainly due to increased commitments and undrawn facilities in UK corporate and retail mortgage lending, partially offset by a decrease in cash held with the Bank of England as part of normal liquid asset portfolio management activity
An increase of £1.5bn in exposure to France to £4.2bn (2014: £2.7bn). This was principally due to increased trading assets held at fair value with corporate customers.
A decrease of £1.2bn in exposure to the US to £15.0bn (2014: £16.2bn). This was primarily due to a decrease in trading assets held at fair value with banks.
A decrease of £0.8bn in exposure to Switzerland to £0.7bn (2014: £1.5bn). This was mainly due to a decrease in trading assets held at fair value with central and local governments.
An increase of £0.4bn in exposure to Japan to £5.5bn (2014: £5.1bn). This was primarily due to the additional purchase of equity instruments listed in Japan and reverse repos with Japanese banks, held as part of increased trading byour Short Term Markets. TheseMarkets business. The equity instrument risk exposures are hedged using derivative instruments.instruments and the additional reverse repos are fully collateralised.
(5)AnIn 2016, the classification of Social Housing loans was changed from Corporate to Governments. Applying this to balances at 31 December 2015, Corporate would reduce by £9.7bn to £42.8bn and Governments would increase of £0.4bn in exposureby £9.7bn to Germany to £2.8bn (2014: £2.4bn). This was primarily due to increased trading assets held at fair value with banks and corporate customers.
An increase of £0.4bn in exposure to Ireland to £0.7bn (2014: £0.3bn). This was mainly due to an increase in loans and advances to corporate customers.
Movements in the other country risk exposures were minimal.£26.7bn.

 

 

Santander UK plc    127


Annual Report 20152016

Risk review

 

 

    

 

Further analysis of sovereign debt andBalances with other country risk exposures

The tables below analyse our sovereign debt and other country risk exposures further. We show which exposures are accounted for on-balance sheet (analysed into those measured at amortised cost and fair value) and which are off-balance sheet.Banco Santander companies

We mainly classify our assets held at amortised costdeal with other Banco Santander companies in the ordinary course of business. We do this where we have a particular business advantage or expertise and where they can offer us commercial opportunities. This is done on the same terms as loansfor similar transactions with third parties. These transactions also arise where we support the activities of, or with, larger multinational corporate clients and advances to banks, loans and advances to customers, and loans and receivables securities.financial institutions which may deal with other Banco Santander companies. We have no held-to-maturity securities. We classify our assets held at fair value as either trading assets or designated as held at fair value through profit or loss. The only exceptions are government debt held for liquidity purposes, which we classify as available-for-sale securities. We have not reclassified any assets held at fair value.

Sovereign debt

   

Assets held at amortised cost

   Assets held at fair value                      
  Central     Government          Total     Central     Government     Total       Total     Commitments     Total 
  and local guaranteed      and local     guaranteed           balance     and undrawn       
  governments        governments                 sheet asset     facilities       
   £bn £bn  £bn     £bn     £bn     £bn       £bn     £bn     £bn 

2015

                         

Eurozone countries:

                         

Italy

            0.8              0.8       0.8              0.8  

France

            0.1       0.3       0.4       0.4              0.4  

Germany

            0.1              0.1       0.1              0.1  

All other eurozone

            0.5              0.5       0.5              0.5  
             1.5       0.3       1.8       1.8              1.8  

All other countries:

                         

UK

 13.5      13.5     3.5       0.4       3.9       17.4              17.4  

US

 2.2      2.2     0.3       0.2       0.5       2.7              2.7  

Japan

            2.7              2.7       2.7              2.7  

Switzerland

            0.1              0.1       0.1              0.1  

Denmark

                                                 
  15.7      15.7     6.6       0.6       7.2       22.9              22.9  

2014

                         

Eurozone countries:

                         

Italy

            0.9              0.9       0.9              0.9  

France

��                  0.4       0.4       0.4              0.4  

Germany

            0.2              0.2       0.2              0.2  

All other eurozone

                                                 
             1.1       0.4       1.5       1.5              1.5  

All other countries:

                         

UK

 16.9      16.9     3.3       0.4       3.7       20.6              20.6  

US

 4.4      4.4     0.3       0.2       0.5       4.9              4.9  

Japan

            3.8              3.8       3.8              3.8  

Switzerland

            0.7              0.7       0.7              0.7  

Denmark

            0.3              0.3       0.3              0.3  
  21.3      21.3     8.4       0.6       9.0       30.3              30.3  

We have no direct sovereign exposures to any other countries. We have not recognised any impairment losses for sovereign debt held at amortised cost.

We have no exposures toconduct these activities in a way that manages the credit default swaps (either written or purchased) or other instruments directly referenced to sovereign debt.

156  Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

Other country risk exposures(1)

    Assets held at amortised cost   Assets held at fair value(2)               
       Banks   Other   Retail   Corporate   Total   Banks   Other   Corporate   Total   Total   Commitments  Total 
       financial                   financial           balance   and    
       institutions                   institutions           sheet   undrawn    
                     asset     facilities(3)  
    £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn   £bn  £bn 

2015

                       

Eurozone:

                       
Peripheral eurozone countries:                       

Ireland

        0.1          0.2     0.3               0.2     0.2     0.5     0.2    0.7  

Spain

                            0.2               0.2     0.2     0.2    0.4  

Italy

                            0.1               0.1     0.1     0.1    0.2  

Portugal

   0.1                    0.1                         0.1         0.1  

Other eurozone countries:

                       

France

                            2.1     0.1     1.6     3.8     3.8         3.8  

Germany

                  0.1     0.1     2.2          0.4     2.6     2.7         2.7  

Other

        0.1          0.5     0.6     1.1     0.2     0.1     1.4     2.0     0.8    2.8  
    0.1     0.2          0.8     1.1     5.7     0.3     2.3     8.3     9.4     1.3    10.7  

All other countries:

                       

UK

   2.2     0.9     164.6     29.3     197.0     7.4     5.9     8.2     21.5     218.5     34.5    253.0  

US

   0.3     0.3               0.6     8.7     2.9          11.6     12.2     0.1    12.3  

Japan

   0.9                    0.9     0.1     0.1     1.7     1.9     2.8         2.8  

Switzerland

                  0.3     0.3     0.2               0.2     0.5     0.1    0.6  

Denmark

                            0.1               0.1     0.1     0.4    0.5  

Russia

        0.2               0.2                         0.2         0.2  

Other

        0.2          1.1     1.3     1.5     0.2     0.1     1.8     3.1     0.7    3.8  
    3.4     1.6     164.6     30.7     200.3     18.0     9.1     10.0     37.1     237.4     35.8    273.2  

2014

                       

Eurozone:

                       
Peripheral eurozone countries:                       

Ireland

                  0.1     0.1               0.1     0.1     0.2     0.1    0.3  

Spain

                            0.2               0.2     0.2     0.2    0.4  

Italy

                            0.1               0.1     0.1     0.2    0.3  

Portugal

                                                           

Other eurozone countries:

                       

France

                  0.1     0.1     2.2               2.2     2.3         2.3  

Germany

                  0.1     0.1     1.9          0.2     2.1     2.2         2.2  

Other

                  0.5     0.5     1.3     0.1     0.3     1.7     2.2     0.7    2.9  
                   0.8     0.8     5.7     0.1     0.6     6.4     7.2     1.2    8.4  

All other countries:

                       

UK

   1.3     0.6     158.9     26.0     186.8     9.9     4.4     8.6     22.9     209.7     31.9    241.6  

US

   0.6               0.1     0.7     9.5     1.0          10.5     11.2     0.1    11.3  

Japan

                            0.1     0.1     1.1     1.3     1.3         1.3  

Switzerland

                  0.3     0.3     0.5               0.5     0.8         0.8  

Denmark

                            0.2               0.2     0.2     0.3    0.5  

Russia

        0.2               0.2                         0.2         0.2  

Other

   0.1     0.1          2.3     2.5     1.3     0.1     0.2     1.6     4.1     1.2    5.3  
    2.0     0.9     158.9     28.7     190.5     21.5     5.6     9.9     37.0     227.5     33.5    261.0  

(1)Excluding Banco Santander and other Banco Santander group companies.
(2)The assets held at fair value were presented as either trading assets or designated as held at fair value through profit or loss. We did not hold any significant available-for-sale securities, except for government debt held for liquidity purposes, as described on the previous page.
(3)Of which £19.3bn (2014: £18.0bn) is presented in Retail Banking and the remainder is presented in Commercial Banking and Global Corporate Banking.

Commitments and undrawn facilities are mainly formal standby facilities and credit lines. In Retail Banking, they are credit cards, mortgages and overdrafts. In Commercial Banking and Global Corporate Banking, they are standby loan facilities. For the key terms of formal standby facilities, credit lines and other commitments, see Note 35within limits acceptable to the Consolidated Financial Statements.PRA.

For maturity analyses of our assets held at amortised cost, see Note 43 to the Consolidated Financial Statements.

Annual Report 2015

Risk review

Peripheral eurozone countries

In this section we discuss our direct and indirect exposures to the peripheral eurozone atAt 31 December 2016 and 2015, and 2014 by type of financial instrument. We excludewe had gross balances with other Banco Santander group companies which we show separately below.as follows:

Our exposures arise mainly in the large corporate portfolio with large multinational companies and financial institutions. We monitor these regularly as part of our overall risk management process.

      2016        2015 
     Financial institutions                           Financial institutions                     
     Banks     Other     Corporate     Total       Banks     Other     Corporate     Total 
      £bn     £bn     £bn     £bn        £bn     £bn     £bn     £bn 

Assets:

                                 

Spain

     2.1                  2.1       1.5                  1.5 

UK

           1.1            1.1             1.3            1.3 

Chile

     0.1                  0.1       0.3                  0.3 

Norway

                              0.1                  0.1 

Other <£100m

     0.2                  0.2        0.1      0.1            0.2 
      2.4      1.1            3.5        2.0      1.4            3.4 

Liabilities:

                                 

Spain

     2.9      0.2      0.1      3.2       3.6      0.3      0.1      4.0 

UK

           6.2      0.1      6.3             2.0      0.1      2.1 

Chile

     0.1                  0.1       0.3                  0.3 

Norway

                              0.1                  0.1 

Uruguay

     0.2                  0.2                          

Other <£100m

     0.2      0.1            0.3        0.2      0.1            0.3 
      3.4      6.5      0.2      10.1        4.2      2.4      0.2      6.8 

2016 compared to 2015(unaudited)

The large corporate portfolio is mainly multinational UK companies whose assets, operations and profits are geographically diversified. The rest of the Commercial Banking portfolio is mainly UK-based with no material peripheral eurozone exposure. We mitigate the risk further by using covenants.

We mitigate the risk from indirect exposures from our transactions with financial institutions by their short-term tenor, by margin calls and collateral, and by using standard legal agreements that allow offsetting. We mitigate the risk from indirect exposures from our transactionsabove balances with other corporates with standard guarantees and the fact that the companies’ assets, operations and profits are geographically well diversified.

Direct exposures to peripheral eurozone countries

Balances with ItalyBanco Santander companies at 31 December 2015 were trading assets issued by central and local governments of £0.8bn (2014: £0.9bn); commitments and undrawn facilities with corporate customers of £0.1bn (2014: £0.2bn); and derivative assets issued by banks of £0.1bn (2014: £0.1bn).2016 mainly comprised:

Balances with Ireland at 31 December 2015 were loans and advances to corporate customers of £0.3bn (2014: £0.1bn), assets held at fair value with corporate customers of £0.2bn (2014: £0.1bn) and commitments and undrawn facilities with corporate customers of £0.2bn (2014: £0.1bn).

Balances with Spain at 31 December 2015 were derivative assets issued by banks of £0.2bn (2014: £0.2bn), commitments and undrawn facilities with corporate customers of £0.2bn (2014: £0.1bn) and commitments and undrawn facilities with banks of £nil (2014: £0.1bn).

Balances with Portugal at 31 December 2015 were loans and advances to banks of £0.1bn (2014: £nil).

Indirect exposures to peripheral eurozone countries

These exposures exist where our direct counterparties outside the peripheral eurozone have a direct exposure to the peripheral eurozone. We identify these exposures as part of our ongoing analysis and monitoring of our counterparty base. We do this by reviewing financial data to determine countries where the main parts of their assets, operations or profits arise.

Our indirect exposures to the peripheral eurozone come from a small number of loans to large multinational UK companies that derive some of their profits from the peripheral eurozone; trading and hedging transactions with financial institutions in the UK and Europe that derive some of their profits from or have assets in the peripheral eurozone; and a small number of loans to other companies which have operations in, or profits from, the peripheral eurozone. We have no significant indirect exposure to the peripheral eurozone in our retail business.

Redenomination risk(unaudited)

Repo liabilities of £nil (2015: £309m), classified as ‘Deposits by banks’
Derivative assets of £2,363m (2015: £1,778m) subject to ISDA Master Agreements. These balances were offset by derivative liabilities of £2,122m (2015: £1,929m) and cash collateral received, as described below, and are included in Note 12 to the Consolidated Financial Statements
Cash collateral of £108m (2015: £217m) given in relation to derivatives futures contracts. The cash collateral was classified as ‘Trading assets’ in the balance sheet. This was more than offset by cash collateral received in relation to other derivatives of £379m (2015: £1,128m), classified as ‘Trading liabilities’ and ‘Deposits by banks’. See Notes 11, 26 and 28 to the Consolidated Financial Statements
Deposits by customers of £5,128m (2015: £1,405m) and other liabilities of £279m (2015: £134m)
Debt securities in issue of £198m (2015: £127m). These balances are holdings of debt securities by Banco Santander as a result of market purchases and for liability management purposes. See Note 30 to the Consolidated Financial Statements
Subordinated liabilities of £1,872m (2015: £1,656m) reflecting holdings of debt securities by Banco Santander as a result of market purchases and for liability management purposes
Financial liabilities designated at fair value of £10m (2015: £25m). See Note 29 to the Consolidated Financial Statements.

We consider the total dissolution of the eurozone to be extremely unlikely. We also believeand widespread redenomination of our euro-denominated assets and liabilities isto be highly improbable. However, we have analysed the redenomination risk that might arise from an exit of a member state from the euro or a total dissolution of the euro and how that would be implemented. It is not possible to predict what the total financial impact on us might be of this.

Determining which balances would be legally redenominated is complex and depends on a number of factors. These factors, includeincluding the precise exit scenario. This is because the effects on contracts of a disorderly exit or one sanctioned under EU law may differ. We monitor these risks and have taken steps to mitigate them and/or reduce our overall exposure to losses that might arise in the event of a redenomination. We have done this by reducing our balances and funding mismatches. As part of maintaining a diverse funding base, we raise funding in a number of currencies, including euro, and convert it into sterling through currency swaps to fund our commercial assets which are largely sterling denominated.

Our net asset position denominated in euro, reflecting assets, liabilities and related swaps (which are mainly cross-currency derivatives entered into to swap funding raised in euro into sterling for reasons set out above) in connection with contracts denominated in euro, was net assets of £0.5bn at 31 December 2015 (2014: net assets of £0.7bn). This was debt securities (covered bonds and securitisations) of £23.0bn (2014: £20.0bn) we issued as part of our medium term funding activities, medium-term repo liabilities of £1.3bn (2014: £0.8bn), other deposit liabilities of £4.4bn (2014: £1.9bn), other deposits by Banco Santander group companies of £1.1bn (2014: £1.7bn), other loans and securities of £4.9bn (2014: £4.6bn), net trading repo liabilities of £1.3bn (2014: £2.8bn) and related swap assets of £26.7bn (2014: £23.3bn) which swap the euro exposures into sterling to ensure our assets and liabilities are currency matched in sterling.

Our exposures to individual eurozone countries and total exposures to eurozone counterparties, including any euro-denominated contracts, are set out earlier in this section.them.

 

 

158128    Santander UK plc


    Risk
    governanceCredit riskMarket riskLiquidity riskCapital riskPension riskOperational risk 

Conduct risk

Other key risks

    

Balances with other Banco Santander group companies

We deal with other Banco Santander group companies in the ordinary course of business. We do this where we have a particular business advantage or expertise and where they can offer us commercial opportunities. This is done substantially on the same terms as for similar transactions with third parties. These transactions also arise where we support the activities of, or with, larger multinational corporate clients and financial institutions which may deal with other Banco Santander group companies. We conduct these activities in a way that manages the credit risk within limits acceptable to the PRA. At 31 December 2015 and 2014, we had gross balances with other Banco Santander group companies as follows:

   2015     2014        
  Banks  Other financial  Corporate   Total     Banks     Other financial     Corporate     Total 
     institutions                  institutions             
   £bn  £bn  £bn   £bn     £bn     £bn     £bn     £bn 

Assets:

                     

– Spain

  1.5             1.5       2.1       0.1              2.2  

– UK

      1.3         1.3              0.8              0.8  

– Chile

  0.3             0.3       0.2                     0.2  

– Norway

  0.1             0.1       0.1                     0.1  

– Ireland

                      0.1                     0.1  

–Other <£100m

  0.1    0.1         0.2       0.1                     0.1  
   2.0    1.4         3.4       2.6       0.9              3.5  

Liabilities:

                     

– Spain

  (3.6  (0.3  (0.1   (4.0     (5.1     (0.5     (0.1     (5.7

– UK

      (2.0  (0.1   (2.1            (0.4            (0.4

– Chile

  (0.3           (0.3     (0.2                   (0.2

– Norway

  (0.1           (0.1     (0.1                   (0.1

– Ireland

                      (0.1                   (0.1

– Belgium

                      (0.2                   (0.2

– Italy

                      (0.1                   (0.1

– Germany

                             (0.1            (0.1

– Uruguay

                      (0.1                   (0.1

– Other <£100m

  (0.2  (0.1       (0.3     (0.1     (0.2            (0.3
   (4.2  (2.4  (0.2   (6.8     (6.0     (1.2     (0.1     (7.3

2015 compared to 2014(unaudited)

The above balances with other Banco Santander group companies at 31 December 2015 mainly included:

Repo liabilities of £309m (2014: £nil), classified as ‘Deposits by banks’
Derivative assets of £1,778m (2014: £2,538m) subject to ISDA Master Agreements including the Credit Support Annex. These balances were offset by derivative liabilities of £1,929m (2014: £2,214m) and cash collateral received, as described below, and are included in Note 13 to the Consolidated Financial Statements
Cash collateral of £217m (2014: £121m) given in relation to derivatives futures contracts. The cash collateral was classified as ‘Trading assets’ in the balance sheet. This was more than offset by cash collateral received in relation to other derivatives of £1,128m (2014: £1,460m), classified as ‘Trading liabilities’ and ‘Deposits by banks’. See Notes 12, 26 and 28 to the Consolidated Financial Statements
Asset-backed securities of £nil and £nil (2014: £7m and £54m), which were classified as ‘Loans and receivables securities’ and ‘Financial assets designated at fair value’, respectively, in the balance sheet. See Notes 14 and 19 to the Consolidated Financial Statements
Deposits by customers of £1,405m (2014: £867m) and other liabilities of £134m (2014: £300m)
Debt securities in issue of £127m (2014: £349m). These balances are holdings of debt securities by the wider Banco Santander group as a result of market purchases and for liability management purposes. The decrease in the year reflected contractual maturities. See Note 30 to the Consolidated Financial Statements
Subordinated liabilities of £1,656m (2014: £1,867m) reflecting holdings of debt securities by the wider Banco Santander group as a result of market purchases and for liability management purposes
Financial liabilities designated at fair value of £25m (2014: £96m). See Note 29 to the Consolidated Financial Statements.

Annual Report 2015

Risk review

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160  Santander UK plc


    

 

 

Governance

 

 

 

 

Santander UK plc    129


Annual Report 20152016

Governance

 

    

 

Board of Directors

Chair

 

Baroness Chair

Shriti Vadera

  Chair since 30 March 2015, previously Independent Non-Executive Director and Deputy Chair from 1 January 2015.
  

Skills and experience

Shriti Vadera was an investment banker with SG Warburg / UBS from 1984 to 1999, on the Council of Economic Advisers, HM Treasury from 1999 to 2007, Minister in the UK Government from 2007 to 2009 (Cabinet Office, Business Department and International Development department), G20 Adviser from 2009 to 2010, and advised Governments, banks, and investors on the eurozone crisis, banking sector, debt restructuring and markets from 2010 to 2014.

  

Other principal appointments

Chair of Santander UK Group Holdings plc* since 30 March 2015.

Senior Independent Director of BHP Billiton plc since August 2015 and Non-Executive Director since 2011.

Non-Executive Director of AstraZeneca plc since 2011.

 

Board committee membership

Nomination Committee since 1 January 2015 and

Chair since 30 March 2015.

Independent Non-Executive Directors

Scott Wheway

Senior Independent Director and Chair of Board Remuneration Committee
Appointed Senior Independent Director on 18 May 2015 and Independent Non-Executive Director on 1 October 2013.

Skills and experience

Scott Wheway brings extensive retail and consumer knowledge to the Board, having formerly held various senior roles at Tesco plc, including Operations Director and CEO, Tesco Japan. Following this, he was CEO of Best Buy Europe and Managing Director and Retail Director of Boots Company plc (now known as The Boots Company Ltd) and Managing Director of Boots the Chemist at Alliance Boots plc. Scott also has experience of the financial services sector through his roles at Aviva plc and Aviva Insurance Limited.

Other principal appointments

Independent Non-Executive Director of Santander UK Group Holdings plc* since 2014.

Independent Non-Executive Director of Aviva plc since 2007.

Chairman of Aviva Insurance Limited since 13 April 2015.

Board committee membership

Audit Committee since 1 September 2015.

Remuneration Committee since 1 January 2014 and Chair since 1 September 2015.

Nomination Committee since 1 January 2014.

Risk Committee since 1 January 2014.

Ed Giera

Chair of Board Risk Committee
Appointed Independent Non-Executive Director on 19 August 2015.

Skills and experience

Ed Giera is an experienced Non-Executive Director, having held a number of Board roles since retiring from JP Morgan Securities, the investment banking affiliate of JP Morgan Chase & Co. He provided corporate finance advisory and fiduciary services as Principal of EJ Giera LLC and was formerly a Non-Executive Director for NovaTech LLC, the Life and Longevity Markets Association, and the Renshaw Bay Structured Finance Opportunity Fund. Ed was also a director of Pension Corporation Group Ltd from 2012 to 2015, and Pension Insurance Corporation Holdings Ltd from 2008 to 2012.

Other principal appointments

Independent Non-Executive Director of Santander UK Group Holdings plc* since 19 August 2015. Non-Executive Director of ICBC Standard Bank Plc since 5 October 2015.

Non-Executive Director of the Real Estate Finance Fund managed by GAM International Management Limited since 2012.

Non-Executive Director of Pension Insurance Corporation Group Limited since 8 December 2015.

Board committee membership

Audit Committee since 19 August 2015. Nomination Committee since 19 August 2015. Remuneration Committee since 19 August 2015. Risk Committee member since 19 August and Chair since 26 October 2015.

* Part of the Banco Santander group.

162  Santander UK plc


CorporateDirectors’
       

Directors

Governance

Report

Remuneration

Report

Directors’ Report

Chris JonesChair of Board Audit CommitteeIndependent Non-Executive Directors
Appointed Independent Non-Executive Director on 30 March 2015.

Skills and experience

Chris Jones was a partner at PwC from 1989 to 2014. He focused on the financial services industry from the mid-1980s and was a Senior Audit Partner specialising in the audit of banks and other financial services companies. He also led PwC’s EMEA Financial Services practice and was a member of their Financial Services global leadership team.

Chris is a past president of the Association of Corporate Treasurers.

Other principal appointments

Independent Non-Executive Director of Santander UK Group Holdings plc* since 30 March 2015. Non-Executive Director of Redburn (Europe) Ltd since 2014.

Chairman of the Advisory Board of the Association of Corporate Treasurers since 2010.

Investment Trustee of the Civil Service Benevolent Fund since 1 September 2015.

Board committee membership

Audit Committee since 30 March 2015 and Chair since 30 June 2015.

Nomination Committee since 19 May 2015. Remuneration Committee since 1 September 2015.

Risk Committee since 30 March 2015.

Alain Dromer

  Appointed Independent Non-Executive Director on 1 October 2013.
  

Skills and experience

Alain Dromer is an experienced financial services executive director with 25 years’ experience in asset management and capital markets in the UK and Europe, together with nearly 10 years’ experience with the French Treasury.

 

He was previously CEO of Aviva Investors; Global Head of Group Investment Business of HSBC Investments; Head of Asset Management at CCF Crédit Commercial de France and Head of Capital Markets of La Compagnie Financière Edmond de Rothschild Banque. Prior to that, Alain held various roles in the Government of France, French Treasury including Section Head, World Monetary Affairs and IMF, and Deputy Head/Office of Financial Markets.

  

Other principal appointments

Independent Non-Executive Director of Santander UK Group Holdings plc* since 2014.

Director of Moody’s Investors Service Ltd since 2013.

Director of Moody’s Investor Service EMEA Ltd since 2013.2014.

Independent Member of the Board of Moody’s Deutschland GmbH since 2013.

Independent Member of the Board of Moody’s France SAS since 2013.

Non-Executive Director of Majid Al Futtaim Trust LLC since 2013.

Non-Executive Director of Henderson European Focus Trust plc since 2014.

 

Board committee membership

Audit Committee since 1 January 2014. Nomination Committee from 1 January 2014 to 27 July 2015.

Remuneration Committee since 1 January 2014.

Risk Committee since 15 December 2015.

Annemarie Durbin

  Appointed Independent Non-Executive Director on 13 January 2016.
  

Skills and experience

Over an executive career spanningAnnemarie Durbin has 30 years Annemarie Durbin gained broad international retail, commercial, corporate and institutional banking experience which culminatedculminating in being a member of theStandard Chartered’s Group Executive Committee andCommittee. In addition, she was Group Company Secretary ofat Standard Chartered PLC. Prior to this Annemarie was CEOfor a number of years and Executive Director of Standard Chartered’s publicly listed entity in Thailand. Also she was: CEO inan independent non-executive director on the Philippines; held various commercial, retail and institutional banking roles; and led several global support functions.

Annemarie has strong corporate governance, regulatory and legal credentials, and has a track record of transforming complex businesses in a multinational and multicultural business environment.

From 2007 to 2013, Annemarie was a Non-Executive Directorboard of Fleming Family &and Partners Limited,Limited. Annemarie is an assetexecutive leadership coach and a Board governance consultant.

Annemarie brings broad based international banking, leadership, talent development, executive remuneration, property, internal audit, crisis management, corporate advisorybusiness continuity, operational excellence and family office organisation.governance capabilities to the Board.

  

Other principal appointments

Independent Non-Executive Director of Santander UK Group Holdings plc* since 13 January 2016.

Non-Executive Director of Ladbrokes Coral Group plc since 24 January 2017.

Non-Executive Director of WH Smith PLC since 2012.

Member of the Listing Authority Advisory Panel since 2015 and Chair since 1 January 2015April 2016.

Secretary to Haroldston Limited since 2010.

 

Board committee membership

Audit Committee since 13 January 2016.

Remuneration Committee since 13 January 2016.

Risk Committee since 13 January 2016.

* Part of the Banco Santander group.

 

 

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CorporateDirectors’

Directors

Governance

Report

Remuneration

Report

Directors’ Report

 

 

 

Ed GieraChair of Board Risk Committee
Appointed Independent Non-Executive Director on 19 August 2015.

Skills and experience

Ed Giera is an experienced Non-Executive Director, having held a number of Board roles since retiring from JP Morgan Securities, the investment banking affiliate of JP Morgan Chase & Co. He provided corporate finance advisory and fiduciary services as Principal of EJ Giera LLC and was formerly a Non-Executive Director for NovaTech LLC, the Life and Longevity Markets Association, and the Renshaw Bay Structured Finance Opportunity Fund. Ed was also a director of Pension Corporation Group Ltd from 2012 to 2015, and Pension Insurance Corporation Holdings Ltd from 2008 to 2012.

Other principal appointments

Independent Non-Executive Director of Santander UK Group Holdings plc* since 19 August 2015.

Non-Executive Director of ICBC Standard Bank Plc since 2015.

Non-Executive Director of the Renshaw Bay Real Estate Finance Fund since 2012.

Non-Executive Director of Pension Insurance Corporation Group Limited since 2015.

Board committee membership

Audit Committee since 19 August 2015.

Nomination Committee since 19 August 2015.

Remuneration Committee since 19 August 2015.

Risk Committee member since 19 August and Chair since 26 October 2015.

Chris JonesChair of Board Audit Committee
Appointed Independent Non-Executive Director on 30 March 2015.

Skills and experience

Chris Jones was a partner at PwC from 1989 to 2014. He focused on the financial services industry from the mid-1980s and was a Senior Audit Partner specialising in the audit of banks and other financial services companies. He also led PwC’s EMEA Financial Services practice and was a member of their Financial Services global leadership team.

Chris is a past president of the Association of Corporate Treasurers.

Other principal appointments

Independent Non-Executive Director of Santander UK Group Holdings plc* since 30 March 2015.

Non-Executive Director of Redburn (Europe) Ltd since 2014.

Chairman of the Advisory Board of the Association of Corporate Treasurers since 2010.

Investment Trustee of the Civil Service Benevolent Fund since 2015.

Audit Committee member of the Wellcome Trust since 1 September 2016.

Board committee membership

Audit Committee since 30 March 2015 and Chair since 30 June 2015.

Nomination Committee since 19 May 2015.

Remuneration Committee since 1 September 2015.

Risk Committee since 30 March 2015.

Genevieve Shore Appointed Independent Non-Executive Director on 18 May 2015.
 

Skills and experience

Genevieve Shore brings digital, technology and commercial expertise to Santander UK from a career in the media, publishing and technology sectors, most recently as Chief Product and Marketing Officer of Pearson plc and previously as Director of Digital Strategy and Chief Information Officer and Chief Product Officer. She

Genevieve has also servedadvised and invested in Education Technology start ups and works with female executives as Global Digital Director of Penguin Books Ltda coach and at Random House.mentor.

 

Other principal appointments

Independent Non-Executive of Director Santander UK Group Holdings plc* since 18 May 2015.

Non-Executive Director of Moneysupermarket.com Group plc since 2014.

Non-Executive Director of Scottish Television (STV) Group plc since 2012.

Non-Executive Director Next Fifteen Communications Group plc since 1 February 2015.

MemberNon-Executive Director of the Parliamentary Digital Advisory BoardMoneysupermarket.com Group plc since 1 October 2015.2014.

Member of the Advisory Board for LEGO Education since 1 October 2015.

 

Board committee membership

Audit Committee since 1 September 2015. Remuneration Committee since 1 September 2015. Risk Committee since 1 September 2015.

* Part of the Banco Santander group.

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Governance

Scott WhewaySenior Independent Director and Chair of Board Remuneration Committee
Appointed Senior Independent Director on 18 May 2015 and Independent Non-Executive Director on 1 October 2013.

Skills and experience

Scott Wheway brings extensive retail and consumer knowledge to the Board, having formerly held various senior roles at Tesco plc, including Operations Director and CEO, Tesco Japan. Following this, he was CEO of Best Buy Europe and Managing Director and Retail Director of Boots Company plc (now known as The Boots Company Ltd) and Managing Director of Boots the Chemist at Alliance Boots plc. Scott also has experience of the financial services sector through his roles at Aviva plc and Aviva Insurance Limited.

Other principal appointments

Independent Non-Executive Director of Santander UK Group Holdings plc* since 2014.

Non-Executive Director of Centrica plc since 1 May 2016.

Chairman of Aviva Insurance Limited since 2015.

Non-Executive Director of Aviva plc since 2007.

Board committee membership

Audit Committee since 1 September 2015.

Nomination Committee since 1 January 2014.

Remuneration Committee since 1 January 2014 and Chair since 1 September 2015.

Risk Committee since 1 September 2015.

January 2014.

Banco Santander nominatedNominated Non-Executive Directors

Ana Botín Appointed Non-Executive Director on 29 September 2014.
 

Skills and experience

Ana Botín joined the Banco Santander group in 1988 and was appointed Executive Chair of Banco Santander SA in September 2014. Ana has been a member of Banco Santander SA’s Board and Executive Committee since 1989 and previously served as Chief Executive Officer and Executive Director of Santander UK plc from December 2010 to September 2014. She has extensive financial services experience. She directed Banco Santander SA’s Latin American expansion in the 1990’s and was responsible for the Latin American Corporate Banking, Asset Management and Treasury divisions.

 

Other principal appointments

Non-Executive Director of Santander UK Group Holdings plc* since 29 September 2014,

previously Executive Director of Santander UK plc* from 2012 to 2014.

Executive Chair of Banco Santander SA* since 2014 and Director since 1989.

Non-Executive Director of The Coca-Cola Company since 2013.

Director of SAM Investment Holdings Limited* since 2013.

Founder and Vice-Chair of the Empresa y

Crecimiento Foundation since 2000.

Member of the UK Prime Minister’s Business Advisory Board since 27 July 2015.

Member of the MIT’s CEO Advisory Board since 26 August 2015.2002

Vice-Chair of the World Business Council for Sustainable Development since 11 January 2016.

Member of the MIT’s CEO Advisory Board since 2015.

 

Board committee membership

Nomination Committee since 27 July 2015.

Bruce Carnegie-Brown Appointed Independent Non-Executive Director on 1 October 2012. On appointment as first
Vice ChairmanChair and Lead Independent Director of the Board of Banco Santander SA on
12 February 2015, he was no longer considered an Independent Non-Executive Director.
 

Skills and experience

Bruce Carnegie-Brown has performed a wide variety of risk-related roles in the financial services sector, primarily in insurance and investment banking, providing him with a breadth of experience and insight of financial services. He was Managing Director of JP Morgan from 1985 to 2003. Following this, Bruce was CEO of Marsh UK Limited from 2003 to 2006,2006; and served as Chair of Aon UK Limited from 2012 to 2015. He was Senior Independent Director of Catlin Group Limited from 2010 to 2014 and Close Brothers Group plc from 2006 to 2014.

Other principal appointments

Non-Executive Director of Santander UK Group Holdings plc* since 2014.

Vice Chair and Lead Independent Director of Banco Santander SA* since 12 February 2015.

Non-Executive Director Jardine Lloyd Thomson Group plc since 1 May 2016.

Non-Executive Director of Moneysupermarket.com Group plc since 2010 and Chair since 2014.

Director of Historic Royal Palaces since 2014. Director

Member of Shakespeare’s Globe Trustthe Investment Committee of Gresham House plc since 2006.31 January 2016.

President-elect of the Chartered Management Institute since 19 September 2016.

 

Board committee membership

Audit Committee from 1 October 2012 to 19 May 2015.

Nomination Committee since 19 March 2013. Remuneration Committee since 1 October 2012.

Risk Committee since 1 October 2012 and Chair from 1 October 2012 to 26 October 2015.2012.

* Part of the Banco Santander group.

 

 

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Directors’ Report

 

   

 

José María FusterJuan Rodríguez Inciarte Appointed Non-Executive Director on 1 December 2004.
Deputy Chair 

Skills and experience

José María Fuster joined Banco Español de Credito SA in 1998 and was appointed as Chief Information Officer of Banco Santander SA in 2003.

José María started his professional career with International Business Machines SA before becoming a consultant at Arthur Andersen. He has also worked for Citibank España SA and National Westminster Bank plc.

Other principal appointments

Non-Executive Director of Santander UK Group Holdings plc* since 2014.

Executive Vice President, Corporate Head of Innovation of Banco Santander SA* since 16 January 2015.

Director of Ingeniería de Software Bancario SL* since 2002.

Director of Santander Consumer Holdings GmbH* since 2012.

Director of Sistema 4B SL* since 2013.

Director of Santander Consumer Bank AG* since 2009.

Director of Portal Universia SA since 2010.

Juan Rodríguez Inciarte

Appointed Non-Executive Director on 1 December 2004.

Deputy Chair

 
 

Skills and experience

Juan Rodríguez Inciarte joined Banco Santander SA in 1985. After holding various positions, he was appointed to the Board of Directors in 1991, holding this office until 1999. Juan was also an Executive Director of Banco Santander SA from 2008 to 2015.

 

Juan has also held directorships at the Royal Bank of Scotland plc (RBS) and National Westminster Bank plc from 1998 to 2004, ABN Amro, First Fidelity Bancorp, and at First Union Corporation (now part of Wells Fargo)., and at NIBC Bank NV.

 

Other principal appointments

Non-Executive Director of Santander UK Group Holdings plc* since 2014.

Executive Director Banco Santander SA* since 2008.

Director Santander Consumer Finance SA* since 2007. Director of SAM Investment Holdings Limited* since 2013.

Director Vista Capital de Expansion SA since 2007.

Chairman Saarema Inversiones SA since 2005.

 

Board committee membership

Nomination Committee from 27 September 2011 to 27 July 2015.

Risk Committee since 1 September 2015.

Peter JacksonAppointed Non-Executive Director on 1 April 2016, stepping down on 28 February 2017.

Skills and experience

Peter Jackson has extensive experience and knowledge of the financial industry and is Head of Banco Santander SA’s Innovation business. He was CEO of the Travelex Group, where he led a major process to transform the company, focused on digital innovation and business re-engineering, and through mergers and acquisitions.

Previously, Peter held senior positions at Lloyds Banking Group plc and Halifax Bank of Scotland plc, and was a consultant at McKinsey & Company.

Other principal appointments

Non-Executive Director of Santander UK Group Holdings plc* since 1 April 2016.

Head of Corporate Innovation of Banco Santander SA since 27 January 2016.

Director of Santander Fintech Limited since 9 March 2016.

Director of Aire Labs Limited since 2015.

Non-Executive Director of Paddy Power Betfair plc since 2013.

Manuel Soto

 Appointed Non-Executive Director on 1 November 2013.
 

Skills and experience

Manuel Soto was formerly a Board member of Banco Santander SA from 1999 to April 2013, and during that period was Chair of the Banco Santander SA Audit and Compliance Committee.

 

Manuel has significant experience in financial services, having undertaken a variety of Executive and Director level roles, including a 38 year career at Arthur Andersen, where he discharged, among other responsibilities, EMEIA Area Managing Partner from 1980 to 1998, and Chairman of the Worldwide Board from 1987 to 1989. Accordingly, he brings considerable experience in financial reporting, internal control systems and risk management, as well as international management of the service industry.

 

He also served on the Board as Vice Chairman of Indra Sistemas SA from 1999 to 2011 and on the Board of Corporación Financiera Alba from 1999 to 2010.

 

Other principal appointments

Non-Executive Director of Santander UK Group Holdings plc* since 2014.

Director of Cartera Industrial REA SA since 2008.

Member of advisory board of Grupo Barceló since 2012.

Member of advisory board of Befesa Medio Ambiente SA since 2013.

 

Board committee membership

Audit Committee since 1 January 2014.

* Part of the Banco Santander group.

 

 

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Governance

 

    

 

Executive Director

 

Nathan Bostock

Chief Executive Officer

 AppointedChief Executive Officer since 29 September 2014, previously Executive Director and Deputy Chief Executive Officer onfrom 19 August 2014 and Chief Executive Officer on 29 September 2014.
 

Skills and experience

Nathan Bostock joined Santander UK from RBS, where he was an Executive Director and Group Finance Director. He joined RBS in 2009 as Head of Restructuring and Risk and Group Chief Risk Officer.

 

Nathan previously spent eight years with Abbey National plc (now Santander UK plc) from 2001 to 2009 and served on the Board as an Executive Director from 2005. During his time with Abbey National plc, he held various senior positions including Chief Financial Officer and Executive Director. Nathan was also previously at RBS from 1991 to 2001 in a number of senior positions and spent seven years before that with Chase Manhattan Bank, having previously qualified as a Chartered Accountant with Coopers & Lybrand, (now PwC).

 

Other principal appointments

Chief Executive Officer of Santander UK Group Holdings plc* since 19 August 2014.

Director of Santander Fintech Limited* since 10 July 2015. Director of SAM Investment Holdings Limited* since 2014.

Member of the PRA Practitioner Panel since 2014.

Member of the Financial Services Trade and Investment Board (FSTIB) since 20 July 2015.

Non-Board Executive 

Antonio Roman

 Appointed Chief Financial Officer on 30 October 2015.
 

Skills and experience

Antonio Roman has extensive financial services experience across a wide range of areas including Finance, Investor Relations and Retail Banking. He was appointed Treasurer of Santander UK plc in 2014, with responsibility for the management of interest risk, liquidity, funding, economics and investor relations. PriorAntonio joined Santander UK plc in 2013 as Deputy Treasurer and prior to that Antonio joinedheld the position of Head of Financial Management at Banco Español de Credito SA* in 2011 as Head of Financial Management and in 2013 joined Santander UK plc as a Deputy Treasurer..

 

Antonio also worked for Grupo Caja Madrid where he served as Financial Controller from 2007 to 2010.

 

Other principal appointments

Director of Abbey National Treasury Services plc* since 2014.

Management Board Member of Abbey Covered Bonds LLP* since 2014.

Member of the British Bankers Association’s Financial and Risk Policy Committee since 1 November 2015.

* Part of the Banco Santander group.

 

 

166134    Santander UK plc


          Corporate  Directors’    
            

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Remuneration

Report

  

Directors’ Report

 

   

 

Chair’s report on corporate governance

My report describes the roles, responsibilities and activities of

of the Board and its Committees.

 

“Our ambition is to be the best governed bank
in the UK that supports Santander UK’s aspiration
to become the best retail and commercial bank.”

LOGO

This year we have appointed new INED Chairs to the Board Committees and all have a sizeable majority of INEDs as set out on page 190. We have also reviewed the membership of each Committee so that all INEDs are members of the Board Audit, Board Risk and Board Remuneration Committees in order to provide efficient working and effective oversight.

The activities undertaken by each of the Committees is set out in the Board Committee Chairs’ reports on pages 171 to 185. The full Terms of Reference for each Committee are available on Santander UK’s website www.santander.co.uk and from the Company Secretary upon request.

Interaction with our parent

In 2015, we have defined clearly our responsibilities and relationship with Banco Santander, our sole shareholder, through the UK Group Framework agreed by Santander UK and Banco Santander. Our UK Group Framework is described in detail on page 2.

Board fees

We reviewed all Board and Board Committee fees with no changes made except to remove the payment of fees for Board Nomination Committee members which is increasingly the market norm, and increase the fees of Board Remuneration Committee members to bring them into line with the Board Audit and Board Risk Committees, reflecting better its enhanced role and time commitment. Board fees are set out on page 192 in the Directors’ Remuneration Report.

Conflicts of interest

The Company’s Articles of Association contain provisions that allow the Board to consider and, if it sees fit, to authorise situational conflicts. The Board confirms that such powers have been operated effectively and that a formal system for Directors to clear their interests and for the non-conflicted Directors to authorise situational conflicts continues to be in place. Any authorisations given are recorded by the Company Secretary.

As referenced above and on page 2, the UK Group Framework defines clearly our responsibilities and relationship with Banco Santander. This includes the definition of independence which, in recognition of our ownership, is a Director who has no current or recent relationship with the Banco Santander group and Santander UK other than through the UK Board role.

Shriti Vadera

Chair

24 February 2016

“We remain steadfast in our ambition to be the best

governed bank in the UK.”

LOGO

Shriti Vadera

Chair

22 February 2017

 

 

 

LOGO   For Board membership, tenure and
attendance see page 190

LOGO   For Board responsibilities see page 170

Board membership

This has been a year of significant transformation of our governance, and changes to our Board composition. I have detailed the changes to our membership, including new appointments, in my Chair’s statement on page 1. In addition, details of Board membership, tenure and attendance can be found on page 190. The Board is satisfied that the Chair and those Directors who have external directorships have sufficient time available to discharge their responsibilities and to be effective members of the Board.

Given our 100% ownership by Banco Santander and the appointment process for Directors set out in the UK Group Framework, the Company does not require the Directors to offer themselves for re-election every year or for new Directors appointed by the Board to offer themselves for election at the next Annual General Meeting.

Board committees

The Board delegates certain responsibilities to Committees to assist in discharging its duties, as set out on page 170. The Committees play an essential role in supporting the Board in these duties, providing focused oversight of key areas and aspects of the business.

The role and responsibilities of the Board and each Board Committee are set out in formal Terms of Reference. These are reviewed at least annually, in accordance with best practice. In particular we have significantly enhanced the Terms of Reference of the Board Remuneration Committee, as described on page 184. The Board Committees make recommendations to the Board in accordance with their Terms of Reference. The Chair of each Committee reports to the Board each meeting on the matters discussed and significant developments within their remit that warrant further consideration by the Board. The minutes of each meeting, except for the Board Nomination Committee, are provided to the Board for information.

Annual Report 2015

Governance

 

Board activities

The Chair, together with the CEO and Company Secretary, ensure that the Board has an appropriate forward looking schedule, so that its time is focused on matters of strategic importance to the business and appropriate monitoring of risks. This is subject to continuous review and has enabled us to improve our approach to setting the agenda, the information we receive and the debates we have. As a result, for 2016 we will reduce the number of scheduled Board meetings held from 11 to 9 per year in line with the market norm for the sector. This remains subject to continuous review and will provide the Board flexibility to consider an appropriate breadth of matters.

In July 2015, in addition to the usual monthly meeting, the Board held a Strategy Day, details of which are set out on page 3.

The Board has increased its level of contact with the bank’s senior leadership by regularly inviting relevant business and function heads to present on current developments.

We have provided tailored induction programmes for our new Directors, which form the basis of on-going development plans. This ensures that they have the necessary understanding of the bank and its key activities. The Company Secretary supports the Chair in designing individual inductions for all Directors, which include site visits and cover topics such as strategy, key risks and current issues including the legal and regulatory landscape. We have also instituted regular workshops for all Directors to deepen and refresh our understanding of key business issues.

A summary of the Board’s activities in 2015 is set out on the following page.

LOGO
 LOGOFor Board membership, tenure and attendance see page 158
LOGOFor Board responsibilities see page 138

Board effectiveness review

This year we undertook an external effectiveness evaluation of the Board, its Committees and Non-Executive Directors (NEDs). This has provided valuable independent assurance and benchmarking of the effectiveness of our Board and Board Committees. The review confirmed that we have made rapid progress and that our governance is effective and of a high standard. The next phase of our development as a Board will be to further improve efficiency.

UK Group Framework(1)

The responsibilities and relationship with Banco Santander, our sole shareholder, is set out in the UK Group Framework and agreed by Santander UK and Banco Santander. This provides Banco Santander with the oversight and controls it needs while discharging our responsibilities in the UK. Clarity of roles and responsibilities is key to ensuring proper accountability for decisions and outcomes. The UK Group Framework was explained in last year’s report, and further information is available on page 160.

(1)In this Annual Report, the terms ‘independence’ and ‘independent’ are, unless otherwise stated, defined in accordance with our UK Group Framework. For further details see page 160.

Board membership

A number of long-serving Directors stepped down and new INEDs were appointed during 2015. Membership remained stable during 2016. Through a rigorous recruitment process we have ensured that the Board has the necessary skills and experience to discharge its responsibilities effectively. In April José María Fuster stepped down from the Board. I should like to thank him for his valuable service over the past 11 years. The composition continues to align with the UK Group Framework principles of at least 50% independent membership, appropriate breadth and depth of skills and experience, and gender diversity.

The Board is satisfied that the Chair and those Directors who have external directorships have sufficient time available to discharge their responsibilities and to be effective members of the Board.

Given our 100% ownership by Banco Santander and the appointment process for Directors set out in the UK Group Framework, Santander UK has not required the Directors to offer themselves for re-election every year or for new Directors appointed by the Board to offer themselves for election at the next Annual General Meeting. However, in accordance with industry good practice, this year we have introduced one-year rolling terms for all NEDs.

Board committees

The Board delegates certain responsibilities to Committees to assist in discharging its duties, as set out on page 138. The Committees play an essential role in supporting the Board in these duties, providing focused oversight of key areas and aspects of the business.

The role and responsibilities of the Board and each Board Committee are set out in formal Terms of Reference. These are reviewed at least annually. The Board Committees make recommendations to the Board in accordance with their Terms of Reference. The Chair of each Committee reports to the Board at each meeting on the matters discussed and significant developments within their remit that warrant further consideration by the Board. The minutes of each meeting, except for the Board Nomination Committee, are provided to the Board for information.

 

 

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Annual Report 2016

Governance

All Board Committees have a majority of INEDs in accordance with the UK Group Framework. Furthermore, all INEDs are members of the Board Audit, Board Risk and Board Remuneration Committees in order to provide efficient working and effective oversight. The activities undertaken by each of the Committees are set out in the Board Committee Chairs’ reports on pages 139 to 153. The full Terms of Reference for each Committee are available on Santander UK’s website www.santander.co.uk and from the Company Secretary upon request.

Board fees

We reviewed all Board and Board Committee fees for 2016 and no changes were made. Board fees are set out on page 157 in the Directors’ Remuneration Report.

Conflicts of interest

Santander UK’s Articles of Association contain provisions that allow the Board to consider and, if it sees fit, to authorise situational conflicts. The Board confirms that such powers have been operated effectively and that a formal system for Directors to clear their interest and for the non-conflicted Directors to authorise situational conflicts continues to be in place. Any authorisations given are recorded by the Company Secretary.

Board activities

The Chair, together with the CEO and Company Secretary, ensure that the Board has an appropriate schedule so that its time is focused on matters of strategic importance to the business and appropriate monitoring of risks. This is subject to continuous review and has enabled us to improve our approach to setting the agenda, the information we receive and the debates we have. In line with an assessment of the forward looking agenda, it has been agreed that the number of Board meetings held in 2017 will be reduced to eight. We will keep this under review as we continue to enhance our operating efficiency.

In July 2016, in addition to the usual monthly meeting, the Board held an annual Strategy Day where we considered the emerging banking landscape and our long-term strategy, including digital transformation, innovation and omni-channel transformation for the benefit of our customers.

The Board ensures regular contact with senior leadership by regularly inviting relevant business and function heads to present on current development.

LOGO

The delivery of our tailored Director induction programmes for our most recent appointments have continued through 2016 and form part of the Directors’ ongoing development plans. The external Board effectiveness review conducted this year included individual evaluation of all Board members, and the feedback from those reports will also be included in individual development plans. This ensures that Directors have the necessary understanding of the business, its activities, core markets, and operating environment. The Company Secretary supports the Chair in designing individual inductions for all Directors, which include site visits and cover topics such as strategy, key risks and current issues including the legal and regulatory landscape.

Throughout 2016 we have continued to deliver regular workshops for all Directors to further develop their knowledge and understanding of key business issues. This has been supplemented with visits to corporate sites and branches.

A summary of the Board’s activities in 2016 is set out on the following page.

LOGO

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Summary of Board activities in 20152016

 

    Activity

 

 

Actions taken by the Board and outcomes

 

Business and customer 

Reviewed, challenged and approved the 3-year business plan 2016-20182017-2019 and the Budget for 2016,2017, including associated risk assessments

and UK-relevant material presented at the Santander group investor day.

Reviewed, challenged and approved changes to the 1l2l3 World proposition and continued to monitor their development.
Reviewed, challenged and remained appraised of strategic business opportunities as they have arisen.
Received detailed insightanalysis of, and provided input into, the competitive landscape, Company’s Digital Strategy and innovation both during Board meetings and at our dedicated Board Strategy Day. The Board further endorsed the Digital Strategy proposed by management, as well as the Company’s early adoption of Apple Pay

Reviewed, challenged and remained appraised of developments with customer experience and complaints

complaints.

Reviewed, challenged and monitored the performance and strategy of the Retail Banking Division. This included its holistic strategy, as well as a specific focus on the customer journey, the digital proposition, customer segmentation,relationship management, omni-channel, product development, Wealth Management, Private Banking and customer liabilities. The Board also approved the Mortgage Strategy, the changes to the 1l2l3 World proposition and continued to monitor their development

Strategy.

Reviewed, challenged and remained appraised of the performance and strategy of Santander Global Corporate Banking, including its capabilities from a client perspective

and fee sharing policy between the UK and rest of Banco Santander.

Reviewed, challenged and remained appraised of developments to enhance the control environment in Santander Global Corporate Banking.
Reviewed, challenged and remained appraised of the performance and strategy of Santander Corporate and Commercial Banking

Banking.

Reviewed challenged and approved Santander Consumer UK’s cooperation with Banque PSA Finance SA

–    Remainedremained appraised of the Santander (UK) Group Pension Scheme, including management actions to mitigate pension risk,

and methodology changes.

Reviewed, the Company’schallenged and remained appraised of Santander UK’s sustainability activity and reportreport.

Reviewed, challenged and remained appraised of the progress made on the Santander Universities Programme in the UK.

 

Regulation and capital 

Remained fully appraised of the regulatory dialogue regarding the application of ring-fencing requirements and management proposals for the implementation of the resultant structural change.ring-fencing. This included operating model approvals and the approval for the operating model to create a Retail and a separate Corporate Bank and theof associated regulatory submissions

submissions.

Considered and approved the optimal model for implementation of ring-fencing requirements, with primary consideration of the needs of our customers. Approved a revision to that model in the light of the changing macro environment.
Reviewed, challenged and approved the ICAAP, ILAAP and Santander UK’s Recovery and Resolution Plan

Plan.

    ChallengedReviewed, challenged and approved the adequacy and effectiveness of stress-testing and capital management

management.

Reviewed, challenged and approved the Company’sSantander UK’s wholesale funding programme arrangements

arrangements.

Reviewed the asset and liability management activities.
Reviewed and approved the payment of interim dividends

dividends.

Remained appraised of regulatory developments – including competition and market reviews and payment systems directive ensuredreviewed compliance with regulatory requirements and fully considered all regulatory feedback from the PRA and FCA

FCA.

–    Approved the Company’sSantander UK’s Annual Report and AccountsAccounts.

 

People 

Received regular updates and provided challenge tochallenged management on a range of people issues including HR strategy and talent management,management.
Reviewed a new succession planning framework and received an update on progress with implementation.
Reviewed new diversity

targets.

Gave particular focus to initiatives to embed the right culture and behaviours across Santander UK
Assessed the Companyperformance of the CEO.

Participated in the Banking Standards Board’s assessment process and approved our response the Banking Standards Board questionnaire.

 

Governance

–    Agreed a framework defining our relationship and responsibilities with Banco Santander

–    Agreed a set of strategic priorities for the Board to guide it in discharging its responsibilities

–    Reviewed enterprise wide governance arrangements to ensure that governance and controls in the UK are robust

–    Undertook an internal review of Board effectiveness and agreed a plan for continuous improvement.

–    Approved new appointments to the Board as recommended by the Board Nomination Committee

–    Reviewed the Terms of Reference for the Board and Board Committees

Risk and control 

    Received regular enterprise wide risk updates from the Chief Risk Officer

–    

Reviewed, challenged and approved updated risk appetites and monitored performance against them across all risk types

types.

Received regular enterprise wide risk updates from the Chief Risk Officer.
Reviewed and challenged Conduct Risk Programme and Risk Framework.
Reviewed the Company’s Conduct Strategy Programme

business impacts of the EU referendum, in particular the impact on the 3-year business plan and budget.

Reviewed, challenged and approved the annual whistleblowing report.
Considered specific issues, including remediation of crystallised conduct risks and Santander Global Corporate Banking risk and control environment

environment.

Remained appraised of the strategy to mitigate operational risk in critical infrastructure and banking processes

processes.

    Remained appraised of management actionsReviewed, challenged and regulatory dialogue concerningapproved Santander UK’s IT risk, cyber risk and resilience

Financial Crime risk management plans.

–    Remained appraised of Corporate Affairs and Marketing activity to ensure protections are in place for Santander UK brand and reputationreputation.

GovernanceReviewed and approved revisions to the UK Corporate Governance Framework.
Renewed a set of strategic priorities for the Board to guide it in discharging its responsibilities.
Reviewed enterprise wide governance arrangements to ensure that governance and controls in the UK are robust and support the proposed operating model and structural change resulting from ring-fencing.
Reviewed and assessed the implications of implementation of the Senior Managers Regime.
Reviewed Santander UK’s transformation agenda to support its ambition to become a customer centric bank which helps people and businesses prosper.

Reviewed the Terms of Reference for the Board and Board Committees.

 

 

 

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Board and Board Committee responsibilities

 

      

Key responsibilities

 

 
 Board 

Review, approve and monitor performance in respect of corporate strategy, major plans of action, Risk Appetite and policies, annual budgets and business plans.

Monitor the effectiveness of the Company’sSantander UK’s governance arrangements.

Monitor the performance of the CEO and Senior Executives.
Ensure that appointments to the Board or its Committees are effected in accordance with the appropriate governance process.

–    Monitor and manage potential conflicts of interest of management, Board members, shareholders, external advisers and other service providers.

 

LOGO

For Chair’s report see page 171

LOGO
 

For Board Nomination Committee Chair’s

Committeereport see page 139

 

Board Nomination Committee

Regularly review the structure, size and composition of the Board, including skills, knowledge, experience and diversity.

Consider succession planning for Directors and senior executives.

Identify and nominate candidates to fill Board vacancies as and when they arise.

Regularly assess the performance of the Board.

Review annually whether Non-Executive Directors have dedicated sufficient time to their duties to have been effective in their role.

–    Oversee the Company’sSantander UK’s governance arrangements.

 

LOGO

LOGO
 

For Board Risk Committee Chair’s report see

page 173141

 

Board

Risk Committee

 

    Assess

Advise the Board on the enterprise wide risk profile, Risk Appetite and strategy.
Review the enterprise wide risk profile by way of business updates provided by the First Line of Defence and regular reports and updates on each key risk type provided by the Second Line of Defence.
Provide advice, oversight and challenge to embed and maintain a supportive risk culture throughout Santander UK.
Review the Risk Framework and recommend it to the Board for approval.

    AdviseReview and approve the Board on our overallkey risk type and risk activity frameworks identified in the Santander UK Risk Appetite, tolerance and strategy.

Framework.

    Oversee our exposure to risk and our future strategy and advise the Board on both.

–    

Review the effectiveness of our ofcapability to identify and manage new risks and risk types.
Oversee and challenge the day-to-day risk management systemsactions and internal controls.

oversight arrangements and adherence to Santander UK’s risk frameworks and policies.
   

Review proposals for the firm’s Risk Appetite and recommend these to the Board for approval.

LOGO

LOGO 

For Board Audit Committee Chair’s report see

page 178146

 Board Audit Committee 

Monitor and review the integrity of the financial statements of the Company.

Santander UK.

Keep under review the adequacy and effectiveness of the Company’s internal financial controls.

Review the adequacy and security of the Company’s Whistleblowing arrangements for its employees and contractors to raise concerns.

arrangements.

Monitor and review the effectiveness of the Company’s Internal Audit function.

–    Assess the performance of the External Auditors and oversight of their independence.

 

LOGO

LOGO
 

For Board Remuneration Committee Chair’s report

see page 184152

 

Board

Remuneration Committee

 

Consider, agree and recommend to the Board the principles and parameters of the Company’sSantander UK’s remuneration and reward policies and frameworks.

CommitteeConsider and approve specific remuneration packages for executive
directors and other senior management.

Oversee the implementation of remuneration policies, ensuring they
promote sound and effective risk management.

Determine and oversee the remuneration governance framework.

–    Review and approve regulatory submissions in relation to remuneration.

 

 

 

170138    Santander UK plc


          Corporate  Directors’    
            

Directors

 

  

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Report

  

Remuneration

Report

  

Directors’ Report

 

   

 

Board Nomination Committee Chair’s report

We ensure that the Board composition and overall governance arrangements of

of the bankSantander UK are fit for purpose and aligned to our operating model.

 

“We have focused on ensuring that the Board has
the necessary skills and experience to discharge its
responsibilities in a fast-changing environment.

“We continue to focus on overall effectiveness and

ensuring our readiness for implementation of

ring-fencing.

LOGO

Shriti Vadera

Board Nomination Committee Chair

22 February 2017

 

We recommended the appointment of Chris Jones as our designated financial expert and Chair of Board Audit Committee. Chris brings significant financial services experience gained at PwC where he was a Senior Audit Partner and leader of its EMEA Financial Services practice.

In recognition of the increasing importance of the digital agenda to the bank’s strategy, the Committee recommended the appointment of Genevieve Shore, enabling the Board to benefit from her wealth of experience in digital and business innovation.

The appointment of Bruce Carnegie-Brown to the Board of Banco Santander created a vacancy in the Chair of Board Risk Committee role, as he was no longer deemed Independent in the UK. Following an open selection process, we recommended the appointment of Ed Giera, as Chair of the Board Risk Committee. He brings significant depth of risk and markets experience to the Committee and the Board. Ed assumed the Chairmanship of Board Risk Committee in October 2015. Bruce remains a Banco Santander nominated Non-Executive Director and member of the Board Risk and Remuneration Committees.

Most recently, we recommended the appointment of Annemarie Durbin who has broad international banking and governance experience and joined as an INED in January 2016.

Through these appointments we have maintained 50% INED membership, in line with the UK Group Framework that we formalised this year and which is defined on page 2.

In addition to completion of recruitment to the Board, we have also assessed the impact of the resignations of Stephen Jones, as Chief Financial Officer and Steve Pateman, as Head of UK Banking and satisfied ourselves that arrangements were in place to ensure a smooth transition of responsibilities.

Skills and experience

The Committee continued to monitor Board members’ skills and experience through the year. This has informed the selection process during the recruitment of new INEDs and enabled us to assess their on-going development and training needs. The new Directors have spent significant time on their induction, including visits to corporate sites and branches, and we have instituted regular workshops for all Directors to deepen and refresh our understanding of key business issues.

LOGO

Shriti Vadera

Board Nomination Committee Chair

24 February 2016

 

 

 

LOGO

LOGO For Committee membership, tenure and

attendance see page 190158

LOGO

LOGO For the responsibilities of the
Committee see

page 170138

Overview of the year

The Committee has overseen a significant change in the membership of the Board, with a number of Directors stepping down, as set out in my statement on page 1 and four new Directors joining. We have focused on the ongoing improvement of our overall effectiveness and in particular on the arrangements to support this, and readiness for implementation of ring-fencing.

Board and Committee membership

During the course of the year there have been a number of changes to the composition of the Board. The Committee has been actively engaged in the process of identifying, assessing and recommending new INEDs, guided by the principles of ensuring at least 50% Independent membership (as defined on page 2), appropriate breadth and depth of skills and experience, and seeking to improve gender diversity. In replacing members who have stepped down, we looked at the Board and Committee composition on a holistic basis in order to ensure that we had the right skill sets to support the bank’s future strategy.

We restructured the membership of the Committee, which previously had eight members, to comprise the Senior Independent Director, Chairs of the Board Committees and two Banco Santander nominated Non-Executive Directors, in line with the UK Group Framework. The current membership of the Nomination Committee is therefore Scott Wheway, Ed Giera, Chris Jones, Ana Botín and Bruce Carnegie-Brown.

In addition to my own appointment as Chairman and Chair of the Nomination Committee, Scott Wheway was appointed Senior Independent Director, as defined in the FRC’s UK Corporate Governance Code, and Chair of the Board Remuneration Committee. Four new INEDs have been appointed since the end of 2014, new INED Chairs have been appointed for each of the Board Committees and all Committees have a sizeable majority of INEDs. We also reviewed Board Committee membership resulting in all INEDs being members of the Board Audit, Board Risk and Board Remuneration Committees to provide efficient working and effective oversight.

Overview of the year

The Committee met on five occasions during the year and continued its focus on improving our overall effectiveness, conducting an external evaluation of the Board, overseeing the development of appropriate succession policy and ensuring our readiness for implementation of ring-fencing.

Annual Report 2015Board and Committee membership

GovernanceThe Board composition aligns with the UK Group Framework principles (see page 160) of at least 50% Independent membership (as defined on page 160), appropriate breadth and depth of skills and experience, and gender diversity. The Committee has assessed the composition of the Board as possessing the right skill sets to support our future strategy.

All INEDs are members of the Board Risk, Audit and Remunerations Committees. The sizeable majority of INEDs on these Committees ensures constructive debate and challenge.

This year, we have introduced a one year rolling term for NEDs and INEDs in line with industry best practice. This will also help ensure that we have a phased approach to tenure going forward thereby facilitating future transitions between Directors.

External evaluation of Board effectiveness

The Committee engaged an independent consultant to evaluate the effectiveness of the Board and its Committees. The review process involved interviews with each of the Board Directors and executive team as well as observation of Board and Board Committee meetings. The review confirmed that we have made rapid progress and that our governance is effective and of a high standard. It has also helped to identify ways in which we can become more efficient. The review included individual evaluation of all Board members, and the feedback from those reports will be included in Board members’ individual development plans.

The review findings and suggested actions were presented to the Board in October and the lessons learned have been incorporated into our continuous improvement action plan which we developed following last year’s internal board effectiveness review. The Board continues to closely monitor progress against the action plan.

Skills and experience

The Committee continued to monitor Board members’ skills and experience through the year, in particular training needs for the most recently appointed INEDs and ongoing training and development for the whole Board. New Directors have spent significant time on their induction, including visits to corporate sites and branches, and we have instituted regular workshops for all Directors to further develop our knowledge and understanding of key risks and business issues. The external Board effectiveness review conducted this year included individual evaluation of all Board members, and the feedback from those reports will also be included in individual development plans.

Diversity

The Committee has maintained its commitment to ensuring appropriate gender diversity on the Board. WeIn 2016 we set an aspirational target of 33% women on the Board by 2020 and currently have 31% women on the Board, increased from 13% during 2014. Having exceededBoard. Santander UK has also committed to gender targets for our current target of at least 25% women on the Board,senior female management population, and we have resetembedded these into our aspirational target to 33% by 2020 in line with the target set in Lord Davies’ Report, ‘Women on boards: 5 year summary’. Executive Committee annual performance objectives.

We will continue to ensure that gender and broader diversity remains front of mind in our succession planning. Furthermore, ensuring

Succession Planning

The Committee is responsible for overseeing the right mixprocess of skills and experience onsuccession for Board Directors. The Committee has also been working to ensure that a robust succession planning framework is in place for senior management. As a very important issue pertaining to the duties of all Directors, this is now also a full Board as a whole will enable the diversity of thinking that underpins the Board’s ability to provide effective challenge and oversight.agenda item.

Banking Reform

The Committee spent time assessing the impact ofhas focused on ‘ring-fencing’ our business into a Retail and a separate Corporate Bank on ourdefining Board and Executive governance structures. We have submitted our proposedstructures, in order to ensure we meet new regulatory requirements while maintaining a robust and efficient corporate governance model to the regulators along with our proposed business operating model. As we progress with implementation of a new operating model, our priority will be to deliver effective corporate governance while ensuring we meet the objectives of ring-fencing.

Internal

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Annual Report 2016

Governance

Annual review of Effectivenessdirector interests, time commitment and fees

Consistent with its terms of reference, the Committee completed its annual review of the Directors’ interests to ensure any conflicts are managed appropriately and in compliance with CRD IV requirements. The Committee has overseen an internal Board Effectiveness Review conducted bytime commitments of the Company Secretary. This tookDirectors were also reviewed to ensure Directors have sufficient time available to discharge their responsibilities and to be effective members of the form of a confidential online survey completed by each board member and supplemented with individual interviews with our Company Secretary. Responses to the survey and feedback from the interviews were collated and a summary of findings presented to the Board for review. The internal review helped us develop our plans for continuous improvement for the year ahead.Board.

Priorities for 20162017

Our priorities for 20162017 will include focus on ensuringprogressing Board effectiveness actions, the focus of which is our efficiency. This forms part of our wider commitment to continuous improvement and in pursuit of board effectiveness. This willour ambition to be supported by an external review. We will also develop our operating structure resulting from ring-fencing requirements in 2019.the best governed bank.

 

 

 

 

Female Board members

  

 

Independent Board members

December 2014January 2016December 2014January 2016
13%December 2016(1)(2/16)  December 2016(1)
31%(4/13)38%(6/16)  54%(7/13)
(1) No change from prior year(1) No change from prior year

 

 

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Board Risk Committee Chair’s report

The Committee supports the Board in ensuring that the business

operates within agreed Risk Appetite while taking account of emerging risks.

In 2015 we have seen further strong progress
in embedding an effective risk culture
and framework across Santander UK.”

Membership

Bruce Carnegie-Brown, who chaired the Committee for just over three years stepped down on 26 October 2015. I became a member of the Committee on 19 August 2015 and succeeded Bruce Carnegie-Brown as Chair on 26 October 2015. Bruce remains a member of the Committee as a Banco Santander nominated Non-Executive Director, following his appointment to the board of Banco Santander on 12 February 2015.

Rosemary Thorne, who was a member of the Board Risk Committee and Chair of the Board Audit Committee for nine years, stepped down on 30 June 2015. Chris Jones joined the Committee on 30 March 2015, and since 30 June 2015 has also been the Chair of the Board Audit Committee.

José María Carballo stepped down from the Committee on 31 March 2015, and Mike Amato, Roy Brown and Antonio Escámez stepped down on 31 December 2015. I thank them all for their valuable service.

Genevieve Shore and Juan Rodríguez Inciarte, joined the Committee on 1 September 2015. Alain Dromer joined us on 15 December 2015 and Annemarie Durbin joined us on 13 January 2016.

The Terms of Reference require the majority of the members to be Independent Non-Executive Directors. This criterion was met throughout the year.

LOGO

LOGO

Ed Giera

Board Risk Committee Chair

24 February 2016

LOGOFor Board membership, tenure and
            attendance see page 190

LOGOFor the responsibilities of the
            Committee see page 170

Overview of the year

During 2015, we continued to scrutinise our performance in the context of the main risks to which we are exposed, in particular credit, conduct and operational risk. We have also sought assurance that we are operating an effective enterprise wide Risk Framework and that an appropriate risk culture and attitude is embedded at all levels across the business.

Regular business updates have enabled us to assess the impact of a range of different risk factors on our business and customers. These have included: the macro-economic environment; management of simultaneous transformation projects including regulatory initiatives and improving our customer experience; ensuring effective embedding of the right culture and behaviour; the competitive landscape; future regulatory requirements; and the reslience of IT systems to cyber risk.

Annual Report 2015

Governance

Meeting our key responsibilities in 2015

How we addressed our key responsibilities relating to Risk Appetite and the Risk Framework, together with our work on stress testing and individually significant matters, is shown below. For information on our responsibilities relating to risk management and internal controls see page 177.

Significant areas of focus

    Area of focus

Action taken by the Board Risk Committee

Outcome

Risk Appetite

–    We have further embedded the alignment of Risk Appetite with our strategy. We performed a forward-looking annual review of Risk Appetite and set appropriate KPIs against which we can monitor performance.

–    The annual review of Risk Appetite and increasing accountability for performance as part of our reward programme is more firmly embedded in our business culture.

LOGO  For more on Risk Appetite see page 48.

Risk Framework

–    We reviewed and updated the Risk Framework, reflecting recent business and organisational developments, and associated changes to our risk profile. This included: the separate identification of financial crime risk; managing legal risk as part of operational risk; and separate identification of the individual elements of what we have previously described as balance sheet management risk, in particular banking market risk, liquidity risk, capital risk and pension risk.

–    Our Risk Framework continues to evolve in response to changes in our business. This ensures that the way we look at risk remains relevant to our business and the economic environment in which we operate.

LOGO  For more on Risk Framework see pages 41 to 47.

Stress testing

–    Stress testing remains a key tool to highlight and manage the impact on capital and profit and loss in stress scenarios. Methodology, governance arrangements and outputs remain subject to close monitoring by the Committee. We participated fully in the 2015 PRA concurrent stress testing exercise and were engaged throughout the process, examining the significant drivers while challenging outputs and assumptions.

–    Stress test exercises informed our view on Risk Appetite and specific areas of further enquiry, such as pension risk. We recommended that the Board approve the stress testing submission to the PRA.

LOGO  For more on stress testing see page 49.

Macro-economic environment

–    We have considered the impact of the sustained period of low interest rates on our business and in particular our margins. We have closely monitored the effectiveness of asset and liability management and have also considered various aspects of the pricing dynamic of our 1l2l3 World proposition under a comprehensive range of scenarios.

–    We communicated the conclusions of our discussions to the Board who took the decision in September to increase the monthly fee on the 1l2l3 World products with effect from 11 January 2016. We continue to monitor asset and liability management and keep the performance of current accounts and credit card accounts under review.

Banking Reform

–    We engaged in wide ranging discussions on various matters, relating to Banking Reform, the risks associated with our business model and costs.

–    We continue to monitor developments relating to Banking Reform.

LOGO  For more on Banking Reform see page 37.

Global Corporate Banking model

–    We engaged Ernst & Young (EY) to support development of a conduct risk framework, and PricewaterhouseCoopers (PwC) to review the controls and strategic operating model of our Global Corporate Banking business segment. PwC’s review also assessed Global Corporate Banking’s ability to support current and future business plans in the context of a more rigorous regulatory environment, Banking Reform, and ongoing improvements in standard industry practice.

–    We considered the detailed observations with management and advised the Board on the reviews.

–    We approved a governance framework to monitor and review management’s proposed action plans to address the recommendations over the short and medium term.

LOGO  For more on Global Corporate Banking see page 89.

UK referendum on EU membership

–    We have assessed the potential consequences for our business of the UK leaving the EU (Brexit), as well as the potential impact of market instability in the lead up to the referendum and in any implementation period following a potential ‘leave’ vote.

–    We are monitoring closely political developments as they progress.

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Oversight and advice to the Board on Santander UK’s current risk exposure and future risk strategy

During 2015, we reviewed Santander UK’s exposure to the risks outlined below and analysed emerging themes, including regulatory, macro-economic and global risks, which could affect Santander UK’s ability to achieve its strategic goals.

    Risk

Action taken by the Board Risk Committee

Outcome

Credit risk – retail

–    Considered monthly reports on the overall credit quality of Santander UK’s loan portfolios, particularly the Standard Variable Rate (SVR) and interest-only mortgage portfolios, as well as the Buy-to-let mortgage portfolio.

–    Reviewed the increase in new business and systems and controls in the Buy-to-let business.

–    Considered strategic solutions for interest-only residential mortgage customers to mitigate associated credit, conduct and other risk exposures.

–    Growth in retail portfolios and earnings have been achieved within approved Risk Appetite.

–    Recommended to the Board that additional new business could be written in line with Risk Appetite.

–    Agreed a governance path for future updates to the Committee.

LOGO For more see page 62.

Credit risk – corporate and commercial

–    Considered regular reports on credit quality of SME and commercial real estate lending.

–    Reviewed Global Corporate Banking concentration levels, and sector and geographic risk exposures.

–    Growth in corporate and commercial portfolios and earnings has been achieved within approved Risk Appetite.

–    Agreed an update on combined exposure to the resources sector.

LOGO For more see pages 77 and 89.

Market risk

–    Reviewed monthly analysis providing detailed VaR reports and stress testing results for a range of macro-economic scenarios to assess traded market risk exposure.

–    Exposures have been maintained well within Risk Appetite.

–    Committee has gained assurance of adequacy of VaR reporting and stress testing.

LOGO For more see page 102.

Liquidity risk

–    Reviewed and brought appropriate oversight to the ILAAP.

–    Reviewed and approved proposals for a diversification in the assets held for liquidity purposes.

–    Recommended adoption by the Board.

LOGO For more see page 111.

Capital risk

–    Reviewed and brought appropriate oversight to Santander UK’s related risks associated with the ICAAP, and its RRP. Considered a report on the potential impacts of forthcoming regulation on the firm’s capital forecasts, including leverage.

–    Recommendations for approval made in respect of ICAAP and RRP to the Board.

–    Production of more specific and regular updates on capital going forward.

LOGO For more see page 129.

Pension risk

–    Considered a detailed report on the impact on the balance sheet, funding for pension liabilities, and earnings of Santander UK in the event of the current low interest rate environment persisting.

–    Review of pension fund positioning and IAS 19 presentation.

–    Continued to monitor the impact of sustained low interest rates and the effectiveness of asset and liability management.

–    Requested an holistic update on pension risk and governance of investment proposals.

LOGO For more see page 139.

Annual Report 2015

Governance

    Risk

Action taken by the Board Risk Committee

Outcome

Operational risk

–    A significant area of focus in 2015, with particular emphasis on cyber security, IT resilience and Risk Data Aggregation.

–    We received regular updates on our Operational Risk Transformation Programme and the continued progress being made to embed the operational risk framework.

–    Monitored on an ongoing basis an enhanced set of key operational risk indicators.

–    Continued to monitor the impact of sustained low interest rates and the effectiveness of asset and liability management.

–    Committee requested an holistic update on pension risk and governance of investment proposals.

LOGO For more see page 142.

Conduct risk

–    Received reports on the progress of risk culture initiatives across the business including the relevant behaviours that underpin Simple, Personal and Fair. We assessed the wide reaching Conduct Strategy Programme. This included a review of conduct risk in our strategy as well as the risk management framework and governance of conduct risk throughout the product cycle. We reviewed improvements to documentation and management information and had oversight of the introduction of new mandatory training.

–    Training for our people on vulnerable customers has been rolled out through the re-launch of the I AM Risk learning programme initiated in 2012.

–    Maintained oversight of proper management for the customer of crystallised risks, for example wealth management.

–    We have reviewed conduct in light of PPI and the uncertainties relating to provisions including an update on the High Court case relating to Plevin.

–    The conduct risk framework was developed and implemented in line with regulatory commitments, with full roll out planned for 2016.

–    Development and implementation of a monitoring programme of conduct risk exposures and embedding of behaviours.

LOGO For more see page 146.

LOGO For more on how we have been supporting vulnerable

      customers see page 148.

Other key risks

–    Financial crime risk – Reviewed regular updates on financial crime including a Transformation Programme which includes significant developments in fraud prevention involving identification techniques and social engineering.

–    Regulatory risk – Reviewed the regulatory agenda and associated impact on our business including the risk associated with simultaneously managing multiple projects.

–    Model risk – Received and considered plans to extend further model risk management disciplines, including the development of an inventory of the most material models. Reviewed and approved a framework for the management and control of model risk.

–    We continue to support the I AM Risk culture which was introduced in 2012 to reinforce the Risk Framework and highlight that everyone is responsible for managing risk. We have overseen the re-launch of the I AM Risk learning programme this year which has supported learning on cyber crime, conduct risk and speaking up (Whistleblowing).

–    Maintained Board level oversight and reinforced accountability for execution of Financial Crime Transformation Programme customer confidence.

LOGO For more see page 150.

–    Regular and substantive interaction on aspects of the regulatory agenda.

LOGO For more see page 153.

–    Supported the implementation of new practices and procedures.

LOGO For more see page 153.

–    Support of the I AM Risk culture which enables us to keep the management of risk front of mind, with increased use of the I AM Risk portal on our intranet and new mandatory training modules.

LOGO For more see page 37.

176140    Santander UK plc


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Remuneration

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Directors’ Report

 

   

 

 

Board Risk Committee Chair’s report

The Committee supports the Board in ensuring that the business

operates within agreed Risk Appetite while taking account of emerging risks.

“Our risk management processes continue to improve

through the rigorous application of an effective

enterprise-wide Risk Framework.”

LOGO

Ed Giera

Board Risk Committee Chair

22 February 2017

LOGO

For Board membership, tenure and

attendance see page 158

LOGO

For the responsibilities of the Committee see

page 138

Overview of the year

During 2016, we continued to assess our performance in the context of the main risks to which we are exposed, through the rigorous application of an effective enterprise wide Risk Framework, and to embed an appropriate risk culture and attitude at all levels across the business.

We considered the impact of numerous different risks on our business and customers through regular updates from different parts of the business. These have included:

The macroeconomic environment, and in particular, the impact of interest rates decreasing and remaining low for longer

Management of the significant change agenda which included ensuring ongoing regulatory, or otherwise compulsory, compliance, whilst improving the customer experience

Financial crime and anti-money laundering detection capabilities

The resilience of IT systems to cyber risk.

Following the result of the EU referendum in June, we also considered the risks and potential impact to Santander UK of the vote for the UK to leave the EU.

Membership

As noted in last year’s report, Annemarie Durbin was appointed to the Committee with effect from 13 January 2016. There have been no other changes to the membership of the Committee during the year and the Committee has accordingly benefited from a period of consistency as members’ familiarity with the matters considered by the Committee has grown. I believe that the Committee has an appropriate balance of skills and expertise to carry out its role effectively.

The Terms of Reference require the majority of the members to be Independent Non-Executive Directors. This criterion was met throughout the year.

LOGO

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Annual Report 2016

Governance

Meeting our key responsibilities in 2016

How we addressed our key responsibilities relating to Risk Appetite and the Risk Framework, together with our work on stress testing and individually significant matters, is shown below. For information on our responsibilities relating to risk management and internal controls see page 145.

Significant areas of focus

    Area of focus

 

 

Action taken by the Board Risk Committee

 

 

Outcome

 

 
Risk Appetite  

We considered changes to the Risk Appetite statement proposed as part of the annual review of Risk Appetite and recommended a number of changes, proposed by management, to the Board. These included the introduction of a new metric to measure the volatility of the income statement under stressed conditions and a number of changes to credit concentration limits.

 

 

 

 

 

LOGO

 

The annual review of Risk Appetite is firmly embedded in our culture.

    

For more on Risk Appetite see page 40.

 
Risk Framework  

We considered an independent review of the annual attestations by Executive Committee members to the Chief Risk Officer that risk had been managed effectively in line with the Risk Framework.

 

  We noted that the attestations provided a reasonable and fair view of how risk had been managed and controlled in line with the Risk Frameworks.
   

We noted that good progress had been made on the design, implementation and governance of the Risk Framework, whilst acknowledging that there was still more to do to embed effective risk management in all areas. Particular areas of priority focus included Global Corporate Banking, operational risk, and IT, together with conduct risk in Commercial Banking and Global Corporate Banking. Other areas for specific attention included risk culture, regulatory projects, stress testing, financial crime, retail credit systems, strategic risk, reputational risk and horizon scanning.

 

 

 

 

 

LOGO

 

We monitored progress towards embedding effective risk management through frequent updates from management, providing challenge and support as necessary.

 

For more on Risk Framework see pages 33-39.

 
Stress testing 

 

 

 

 

Stress testing remains a key tool to highlight and manage the impact on capital and profit and loss in stress scenarios. Methodology, governance arrangements and outputs remain subject to close monitoring by the Committee. We participated fully in the 2016 PRA concurrent stress testing exercise and were engaged throughout the process, examining the significant drivers while challenging outputs and assumptions.

 

We sought confirmation from management in respect of the controls used in the exercise.

 

 

 

 

 

 

 

 

We recommended that the Board approve the stress testing submission to the PRA.

 

We proposed that the process by which manual data was collected, analysed and managed be documented to provide greater assurance and transparency.

 

Management confirmed that they had no specific concerns in respect of the controls used in the exercise.

 

    

LOGO

 

 

For more on stress testing see page 41.

 

 

Macroeconomic

environment

  

In 2016, we regularly reviewed the impact on net interest income and capital metrics of interest rates remaining low for a sustained period. We discussed possible management actions to offset the impact, including various aspects of the pricing dynamic of our 1l2l3 World proposition under a comprehensive range of scenarios; increasing the hedging of interest rate exposure in the pension schemes; and adjusting balance sheet exposure through changes in the ALCO portfolio.

 

 

 

 

 

LOGO

 

Our discussions fed into Board deliberations on this subject.

 

We requested that further detail of hedging efficiency be included in a future update.

 

For more on macroeconomic changes see page 3.

 
Banking Reform  We reviewed detailed stress analyses and engaged in wide ranging discussions on the risk assessment of the Banking Reform Programme alternatives presented by management.  

We supported management’s proposal to amend the Banking Reform Programme in light of the impact on the top risks and mitigating actions following the UK referendum on EU membership, and continue to oversee the preparation of the detailed implementation plans for related adjustments to the Risk Framework.

 

      LOGO 

For more on Banking Reform see page 2.

 

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    Area of focus

Action taken by the Board Risk Committee

Outcome

Global Corporate

Banking model

–   Following the work of an external consultant on a review of the controls and strategic operating model of our Global Corporate Banking business segment in 2015, we monitored progress made by the business on a monthly basis to address their observations and recommendations. We requested that any issues which threatened the programme be escalated to the Committee. In addition to the monthly progress reports from Global Corporate Banking management, we also requested an update in the fourth quarter from our consultants on management’s progress with the programme.

–   We noted the progress made to address the recommendations during the year and provided regular updates to the Board. Further work remains to be done, however, and we agreed that we would continue to monitor progress on a periodic basis in 2017.

–   We requested, and received, further information on management’s activities to improve sustainable internal project management capability.

LOGO  For more on Global Corporate Banking see page 67 and   page 117.

UK referendum on

EU membership

–   Following the result of the EU referendum, we considered the risks and potential impact to Santander UK of the vote for the UK to leave the EU.

–   We are monitoring closely political, economic and market developments as they progress, and reviewing the scenario planning, stress testing and assessment of models by management in the context of a potential macroeconomic regime change for the UK economy.

LOGO  For more on the impact of the UK’s exit from the EU on   our business see page 3.

Oversight and advice to the Board on Santander UK’s current risk exposure and future risk strategy

During 2016, we reviewed Santander UK’s exposure to the risks outlined below and analysed emerging themes, including regulatory, macroeconomic and global risks, which could affect Santander UK’s ability to achieve its strategic goals.

    Risk

Action taken by the Board Risk Committee

Outcome

Credit risk – retail

–   Considered regular reports on the overall credit quality of retail lending, including the interest-only mortgage portfolio and the Buy-to-let mortgage portfolio.

–   Received updates on the key risks arising from personal and business unsecured loans, overdrafts and credit cards, and noted that change capacity would be kept under review.

–   Reviewed the London residential mortgages portfolio as well as the performance across unsecured retail credit portfolios.

–   Requested details of progress in respect of mitigating actions and details of the consequences of systems risks to be highlighted in future updates.

–   Agreed the controls and protections that were in place.

–   Requested a workshop on interest-only mortgages.

LOGO  For more see page 54.

Credit risk –

corporate and

commercial

–   Considered regular reports on credit quality of real estate lending and more detailed reports on certain other sub-sectors.

–   Reviewed concentration levels, and sector and geographic risk exposures.

–   Reviewed credit risk within Global Corporate Banking and Commercial Banking with a focus on renewables and commodities.

–   Monitored the preparations for implementation of IFRS 9.

–   Growth in corporate and commercial portfolios and earnings has been achieved within approved Risk Appetite.

–   Agreed management actions proposed for the care homes sector.

–   Preparations for IFRS 9 would continue to be monitored by the Committee and by the Board Audit Committee.

LOGO  For more see page 66.

Market risk

–   Reviewed monthly analysis of a range of macroeconomic scenarios to assess traded market risk exposure.

–   Key risk exposures have remained within Risk Appetite.

LOGO  For more see page 81.

Liquidity risk

–   Reviewed and brought appropriate oversight to the ILAAP.

–   Reviewed and approved proposals for a diversification in the assets held for liquidity purposes.

–   Recommended to the Board for approval.

LOGO  For more see page 90.

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    Risk

Action taken by the Board Risk Committee

Outcome

Capital risk

–   Reviewed and brought appropriate oversight to Santander UK’s related risks associated with the ICAAP, the pension deficit, and lower for longer interest rates.

–   Reviewed possible management actions which would mitigate adverse variances arising from lower for longer interest rates.

–   Recommendations for approval made in respect of ICAAP to the Board based on the capital position over the planning period.

–   Regular updates provided to the Committee.

LOGO  For more see page 106.

Pension risk

–   Considered the issues in respect of the development of the pension deficit on both an IAS 19 and funding basis, including the impact on the CET1 capital ratio, and economic capital measures.

–   Reviewed and considered changes to pension accounting liability valuation modelling.

–   Regularly monitored utilisation of the pension Risk Appetite and risk budget in accordance with relevant metrics and increases in market volatility.

–   Continued to monitor the impact of sustained low interest rates and the effectiveness of asset and liability management.

–   Requested an holistic update on pension risk management strategy and governance in the context of the triennial valuation of the defined benefit pension schemes and review of investment policy and contribution policy with the Scheme Trustees.

LOGO  For more seep age 110.

Operational risk

–   Continued as a significant area of focus in 2016, with particular emphasis on the mitigation of cumulative risk arising as a result of the high level of change, third party risk management, cyber security, IT resilience and Risk Data Aggregation.

–   We requested a review to determine whether our critical IT systems could meet stringent recovery requirements in the event of an outage.

–   We received regular updates on the Operational Risk Transformation Programme.

–   Noted that the investment in digital and other new products, interaction with third parties as well as cost-saving initiatives, would all impact operational risk.

–   Reviewed the response to a distributed denial of service cyber-attack and proposed improvements to the communication of incidents of this nature to the Committee members.

–   Monitored ongoing implementation of the new operational risk system.

–   Reviewed and discussed the initial assessment of the potential impact of the new standardised measurement approach for operational risk under consultation by the Basel Committee on operational risk capital on a RWA equivalent basis.

–   Reviewed and assessed alternatives for restructuring Santander UK’s Directors’ and Officers’ (D&O) insurance coverage following the introduction of the Senior Managers Regime and changes in Banco Santander D&O insurance coverage.

–   We requested that the Chief Operating Officer attend our meetings as an observer going forward.

–   Approved the IT Resilience and Cyber Risk Management Plan for recommendation to the Board.

��   We agreed that the first and second line of defence would discuss with the individual business areas how to take this forward and to propose appropriate alternatives to the Committee.

–   Recommended and oversaw the placement of new D&O insurance policies.

LOGO  For more see page 120.

Conduct risk

–   Received reports on the progress of risk culture initiatives across the business including the relevant behaviours that underpin Simple, Personal and Fair.

–   We assessed Conduct Survey results. This included a review of our strategy to further embed an effective risk management culture across all business units, functions, and levels of seniority.

–   Maintained oversight of proper conduct risk management for new initiatives including the investment business of wealth management.

–   Monitored the continued activity associated with customer remediation programmes.

–   The conduct risk framework which had been developed and implemented in line with regulatory commitments has now been rolled out.

–   As the focus moves to implementing the business as usual framework, we will continue to monitor culture and behaviours.

–   Considered and approved the 2016 Compliance Monitoring Plan.

LOGO  For more see page 114.

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    Risk

Action taken by the Board Risk Committee

Outcome

Other key risks

–   Financial crime risk – We have reviewed and discussed monthly the financial crime agenda with the MLRO, with particular focus and challenge on ensuring that the risk based approach in upgrading our systems and controls translates into effective prevention of financial crime.

–   Regulatory risk – Reviewed the regulatory agenda and associated impact on our business including the risk associated with simultaneously managing multiple projects.

–   Model risk – Received and considered an update on model risk, including progress on the development of an inventory of the most material models. We sought assurance in respect of the model control environment, and also requested assurance on the capabilities of models to accommodate a negative interest rate environment in the UK.

–   We continue to support the I AM Risk culture which was introduced in 2012 to reinforce the Risk Framework and highlight that everyone is responsible for managing risk.

–   First line of defence was asked to provide a view of financial crime risk exposure and mitigation, and greater accountable executive visibility and sponsorship for the transformation programme and to provide regular updates.

–   Supporting continued investment and prioritisaton proportionate to the increased regulation in 2017 as financial crime is recognised as a national threat in the UK.

LOGO  For more see page 123.

–   Regular and substantive interaction on aspects of the regulatory agenda.

LOGO   For more see page 126.

–   Requested a follow-up workshop on material models for Board members.

–   Support of the I AM Risk culture which enables us to keep the management of risk front of mind, with increased use of the I AM Risk portal on our intranet and new mandatory training modules.

Effectiveness of risk management system and internal controls

We received regular reportsupdates on the implementationcompletion by all business units of their Risk and Control Self Assessments. This bottom-up exercise largely highlighted the Risk Control Self-Assessment (RCSA) programme during the course of the year and considered the results of this programme at our meeting in January 2016.same risk themes that had been reported previously, with more specific actions raised to mitigate them.

We also received regular reports on the implementation of key risk control programmes during the course of the year and considered measures and action plans to address exposures related to systems and controls. In addition to those programmes already noted,During the year we also reviewed and monitoredapproved the progressRisk Type and implementationRisk Activity Frameworks.

Change programme

The scale, scope and critical nature of the cyber security IT systems plan, model risk framework,Change Programme posed significant risk. We asked to be kept advised of projects which were not carried out in accordance with the prioritisation process. We noted the increased governance and other actionsproject management resources that had been put in place, and we also noted the efforts that were being made to strengthenreduce the proportion of contractor resource where appropriate to do so and to build internal controls.capabilities. We also continuedencouraged management, when undertaking projects required by the regulators, to monitor the implementation and embedding of Santander UK’s Risk Culture programme, including its alignmentseek to The Santander Way and Simple, Personal and Fair.

Oversight was maintained of controls relating to transactions and payments from Santander UK to the wider Banco Santander group.achieve improvements in customer experience as well as regulatory compliance.

Effectiveness of the Committee

As noted above, the Committee membership has not changed since January 2016. This period of stability followed a number of membership changes during the year, though total membership numbers has remained stable. These changes have2015, which resulted in a greater diversity of members and, has, in particular, strengthened our skills and knowledge of IT, cyber and other digital-related risks.

We reviewed our Terms of Reference and recommended changes to ensure alignment with the Senior Managers Regime.

Full terms of reference can be found on our website at www.santander.co.uk and a summary is given on page 170.138.

We receive regular reports on enterprise wide risk, and have received updates on progress from risk owners. As mentioned earlier in this report, we have called risk ownersalso requested updates from the external consultants supporting the programme of work following the review of the Global Corporate Banking model. These contributed to our meetings to account for their progress (a practice also established by Board Audit Committee this year), and we have called upon the resourceseffectiveness of leading external organisations in the field of cyber security. These actions are examples of how we have looked to inform our debate and decision-makingfacilitated effective challenge by the Committee during the courseyear.

In accordance with good governance, the Committee’s effectiveness was considered as part of the overall external evaluation of Board effectiveness carried out during the year by an independent external evaluator.

The review’s findings and contributesuggested actions were considered by the Committee in November 2016. Further detail is contained in the Corporate Governance Review within this Annual Report.

In line with an assessment of the forward looking agenda and the Board programme, it has been agreed that the number of scheduled meetings of the Committee will be reduced to our effectiveness as a Committee.eight in 2017.

Priorities for 20162017

From anAs a period of continued uncertainty remains following the EU Referendum, we will closely monitor developments that impact our primary risk exposures relating to retail and commercial credit, interest rates, HPI, and the overall capital and liquidity position of Santander UK. We will continue to monitor our evolving operational perspective,risk exposures, including conduct, risk and cyber security, will remain high on our agenda. As we move towards Banking Reform, capital stress testing and assessment of our capital adequacyfinancial crime risk, which will be closely monitored, alongsidean area of focus as we oversee the ongoing implementation costs. Meanwhile, creditof the financial crime transformation programme. We will also consider proposed changes to pension risk both retail and corporate and commercial, remains centralappetite in light of the agreed triennial valuation with the pension trustees; as well as any amendments to our business and will be the focusRisk Framework proposed in the next phase of our continued attention.Banking Reform.

 

 

 

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Governance

 

    

 

Board Audit Committee Chair’s report

Our responsibilities include oversight of the integrity of financial reporting and

controls, the effectiveness of our internal audit function, the relationship with the

the external auditor and the adequacy of our whistleblowing arrangements

“A year of change of external auditor; an external review

of the internal audit function; PPI provisioning;

preparation for the implementation of IFRS 9; and

improved arrangements relating to whistleblowing.”

LOGO

Chris Jones

Board Audit Committee Chair

22 February 2017

 

LOGO

For Committee membership, tenure and

attendance see page 158

“A year of audit tender, oversight of a new retail
credit risk model and further conduct provisions.”

LOGO
 

OverviewFor the responsibilities of the yearCommittee

see page 138

Key areas

Overview of the year

During 2016 the principal activities of focus for the Committee during 2015 have included:

    Implementing changes in Committee membership and chairmanship

–    Providing a recommendation to Banco Santander on an external audit tender

–    Refining our policy on the approval of non-audit services

–    

Oversight of the internal audittransition to a new external auditor, PricewaterhouseCoopers LLP (PwC)
Monitoring the provision of other professional services provided by the new external auditor, those provided by their predecessor, as well as those of our Ring-Fencing Independent Expert
Overseeing the performance of the Internal Audit function, including an independent assessmentthe outcome of effectiveness

a triennial review of the function by the PRA

Reinforcing accountability amongst management for addressing Internal Audit recommendations
Assuming lead responsibility for objective setting and performance evaluation of the Head of Internal Audit
Improving interaction between the Committee and the Banco Santander Audit Committee (the Audit Committee of our parent Company)
Providing oversight on the effectiveness of financial reporting controls and reporting

    Further enhancing our whistleblowing arrangements.

We have also addressed

Assessing the other responsibilities delegatedappropriateness of key management judgements, including PPI provisioning, refinements to the Committee bypensions methodology and the Board.

Membership

I would like to thank Rosemary Thorne, who chairedassumptions underpinning the Committeeretail provisioning model, as well as preparation for nine yearsthe implementation of IFRS 9

Overseeing the Company’s whistleblowing arrangements and who stepped down atfurther enhancements following implementation of new FCA whistleblowing rules
Obtaining further comfort from management and Internal Audit on Risk-weighted assets (RWAs) in the end of June. After a three month transition I took over Chairmanship at the end of June. Other changes were a resultlight of the appointmentlatest guidance from the Institute of Ed Giera, on 19 August 2015, our new Board Risk Committee Chair, who also sits on the Committee,Chartered Accountants in England and the addition of Scott Wheway and Genevieve Shore on 1 September 2015.

The UK Corporate Governance Code recommends that at least three members of the Committee should be independent, a threshold which we met except for a short transition period of seven weeks. At 31 December 2015, five out of six members of the Committee were Independent Non-Executive Directors.

LOGO

LOGO

Chris Jones

Board Audit Committee Chair

24 February 2016

LOGOFor Committee membership, tenure and
            attendance see page 190

LOGOFor the responsibilities of the
            Committee see page 170

Wales (ICAEW).

We have also addressed the other responsibilities delegated to the Committee by the Board.

Membership

I welcome Annemarie Durbin who joined the Committee on 13 January 2016, and brings further extensive banking and corporate governance experience to the Committee.

At 31 December 2016, six out of seven members of the Committee were Independent Non-Executive Directors. In accordance with the Revised Statutory Audit Directive, the Board satisfied itself that at least one member of the Committee had competence in accounting and auditing, and the members of the Committee as a whole had competence in the banking sector, in which the Company is operating. In respect of the requirements of Rule 10A-3 under the US Securities Exchange Act, we met the necessary requirements of independence throughout the year.

LOGO

 

 

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Significant financial reporting issues and judgements

The use of assumptions or estimates and the application of management judgement is an essential part of financial reporting. In 2015,2016, we focused on the following significant reporting matters in relation to financial accounting and disclosures:

 

    Financial reporting

    issue or judgement

 

 

Action taken by the Board Audit Committee

 

  

Outcome

 

  

Conduct provisions

The provision for conduct remediation activities for PPI and other retail products iscontinues to be highly judgemental and requires significant assumptions including complaintclaim volumes, uphold rates and redress costs.

 

–   Continued to scrutinise the level and adequacy of conduct remediation provisions and challenged the reasonableness of management’s assumptions.assumptions throughout the year

 

–   In November 2015,respect of PPI, the Committee:

–   Analysed the judgements and estimates in respect of the provision considering management’s assumptions in relation to changes in claim volumes, uphold rates and the average cost of redress

–   Reviewed FOS referral rates and trends, provision utilisation, the latest complaints inflow forecasts, and how reasonable high and low end scenarios had been determined in order to assess the range of reasonable possible future costs

–   Debated proposed additional provisions and whether the assumptions made and analysis performed by management was appropriate

–   In August 2016, the FCA published a consultation paper that recommended a two-year time bar period on claims starting in June 2017, which is later than the proposal from November 2015, and profit share in relation to Plevin claims. We challenged management’s assumptions regarding the appropriateness of the provision in light of the delay in the introduction of a deadlinethe time bar. We also challenged management’s basis for customer PPI complaints. It also proposed rules and guidance onproviding at the applicationyear-end in advance of finalisation of the Supreme Court judgment in Plevin v Paragon Personal Finance Limited. Following our review of theFCA’s consultation paper and its potential impact, we made a conduct remediation charge of £450m in the fourth quarter of 2015. This charge represents our best estimate of redress and costs, notwithstanding the ongoing nature of the consultation. We considered management’s assessment of the estimates of future remediation and operational costs, bearing in mind the considerable uncertainty surrounding complaint volumes, uphold rates and redress costs. We also assessed assumptions including future claims experience, referrals to FOS, and remediation costs.paper.

 

–   ChallengedIn respect of Wealth & Investment, the adequacyCommittee:

–   Analysed the judgements and estimates in respect of the provision for conduct remediation relating to wealthtaking into account customer communications, acceptance of offers made and investment products and reviewed the key assumptions.average redress paid

 

–   ChallengedEvaluated the basisprogress of provisioning for claims relatingcustomer communication exercises, provision utilisation, and the latest complaints inflow forecasts in order to potential breachesassess the range of consumer credit law and related regulations.reasonable possible future costs.

 

  

–   SatisfiedRequested and received a report on the total amount the industry had paid out for PPI conduct remediation, to satisfy ourselves of the reasonableness of the provision compared to our peers.

–   Agreed with management’s judgement on the level of conduct remediation provisions, including for PPI and wealth and investmentWealth & Investment products, and the approach to conduct remediation disclosures.

 

–   Endorsed management’s recommendation that additional charges of £144m should be made for PPI.

–   We will continue to review our provision levels formonitor closely any changes in customer PPI complaintsor claims management companies’ behaviour in light of ongoing claims experiencethe proposed revised PPI time-bar and trends arising fromprofit share in relation to Plevin claims.

–   We will monitor the impactfinal outcome of the proposed two-year deadline.FCA’s consultation process.

 

LOGO   LOGO  See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements.Statements

LOGO  For more, see Note 33 to the Consolidated Financial Statements

  

Retail credit provisions

Determining the appropriateness of retail credit provisions, especially for those relating to the mortgage portfolio, remains one of the most significant areas of management judgement.

 

–   Reviewed detailed reports prepared byfrom management throughout the year focusing ouranalysing the proposed provisions. Our discussions included a focus on HPI growth and its potential impact on the mortgage provision models

–   Considered reports on refinements to the assumptions applied in determiningunderpinning the mortgage provision models and the impacts on the level of provisions in relation to those potentially higher risk areas of the portfolio, including interest only mortgages.required

 

–   Noted that the level of retail credit provisions had fallencontinued to fall during the year. This wasyear due to an overall improvementcontinued rises in house prices improving the macro-economicvalue of our collateral and economic conditions with strong house price growth leading to lower levels of repossessions and associated costs.further reducing our incurred losses

 

–   Considered reportsDiscussed the potential impact of the UK vote to leave the EU on the implementation of a new mortgage collective risk provisioning model. As part of this process we reviewedhousing market in the key assumptionsmonths following the result of the underlying model understanding the sensitivity of the model outputs to these assumptions,EU referendum. We noted the sensitivity of the model to the variationthat any future movement in house prices considered its compliance withwould flow into the requiredmortgage provision models once they were incurred and recognised the requirements of the current accounting standards ensured its effective operation through a parallel run process and reviewed and considered the granularity and effectiveness of the controls attaching to the model and its application.in this regard.

 

  

–   Concluded thatAgreed with management’s judgement on the level of retail credit provisions, wereconcluding that provisions remain robust and key assumptions made by management were appropriate.appropriate

 

–   Concurred with a release during the year of £125m from the retail credit provision.

–    Noted that, whileWe will continue to monitor closely retail credit provisions are supported by model outputs, they will remain an areato assess any impact of significant focuschanges in 2016.economic circumstances.

 

LOGO   See page 65 for case study on our mortgage provision models.

LOGOLOGO  See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements.Statements

 

LOGOLOGO  For more, see Note 1615 to the Consolidated Financial Statements.

Corporate credit provisions

Determining the appropriateness of corporate credit provisions is highly judgemental requiring management to make a number of assumptions.

–    Received detailed reports from management on credit provisions relating to corporate lending portfolios throughout the year.

–    Discussed the potentially higher risk areas of the portfolios, including commercial real estate. We noted that there were improvements in the quality of the lending portfolios during the year as a result of improvements in market conditions, as well as exits of historical problem cases, predominantly pertaining to the commercial real estate book.

–    Satisfied ourselves as to the robustness of the processes in place and the key assumptions made by management.

–    Concluded that corporate credit provisions were appropriate.

LOGO   See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements.

LOGO   For more, see Note 16 to the Consolidated Financial Statements.Statements

 

 

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    Financial reporting

    issue or judgement

 

 

Action taken by the Board Audit Committee

 

  

Outcome

 

  

Corporate credit provisions

Determining the appropriateness of corporate credit provisions is highly judgemental requiring management to make a number of assumptions.

–   Reviewed detailed reports from management on credit provisions relating to corporate lending portfolios throughout the year to satisfy ourselves that any impairment triggers had been correctly identified

–   Discussed exposures to the oil & gas, mining and healthcare sectors and satisfied ourselves that there had been no impairment triggers during the year that warranted any significant adjustment to provision levels.

–   Agreed with management’s judgement on the level of corporate credit provisions, concluding that provisions remain robust and management’s assumptions were appropriate.

–   We will continue to monitor closely corporate credit provisions to assess any impact of changes in economic circumstances.

LOGO  See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements

LOGO  For more, see Note 15 to the Consolidated Financial Statements

Pension obligations

Significant management judgement is required on financial and demographic assumptions such as mortality, discount rates, inflation rates and pension increases.

 

Actuaries are engaged to help assess pension obligations because of the complex nature of the calculations, but outcomes remain inherently uncertain.

 

–   ReceivedReviewed detailed reports throughout the year on the key assumptions used to calculateunderlying the valuecalculation of the defined benefit pension obligations. We noted that the calculations continue to be prepared with the assistance of actuarial advisers. Whenadvisers and when assessing our pension obligations we recognised that, although some of the assumptions were based on observable market data, there remained others that require significant management judgement, such as mortality, discount rates, inflation rates and pension and salary increases.increases

 

–   Received a review ofAnalysed and debated the rate usedchange in methodology during the year to discount the retirement benefit obligation, which reflects the duration of the liabilities and represents the market yield of high quality corporate bonds adjusted to match the terms of the scheme liabilities. We discussed and agreed with management’s proposal to revise, with effect from 30 June, the risk premium adjustment to the Bank of England projected inflation rates over the duration of the scheme liabilities to reflect market distortions in the pricing of gilts to bring it in line with similar adjustments being made by other institutions in the industry.derive:

 

–   Received, discussed and agreedThe discount rate assumption for IAS 19 purposes, to better reflect management’s assessmentestimate of actuarial assumptions relating to mortality and their alignment tolong-dated credit risk implied in bond yields appropriate for the most recently published life expectancy data.cash flow liabilities of the scheme

 

–   ChallengedThe inflation rate assumption, moving to a scheme cash flow-derived inflation rate to bring consistency with the presentationdiscount rate, and disclosurechanging the inflation premium from a static measure to a variable measure based on the nominal level of theseimplied inflation

–   Noted that no changes towere proposed in respect of mortality assumptions.

 

–   Noted that the revised inputs and related models had been subject to our pensions governance framework

–   Monitored the continued appropriateness of the methodology and reviewed the inflation, discount and mortality rates applied at the year-end.

  

–   RequestedSought and received a presentation bywas provided with clarification on the Headrationale for, and regulatory capital impact of, Pensions on this year’sthe changes to the methodology to derive the discount and their impact.inflation rate assumptions.

 

–   Satisfied ourselvesAgreed with management’s approach to the actuarial assumptions applied, and the presentation and disclosures made, including changes made to assumptions during the year.

 

–   Endorsed the proposed quantitative and qualitative disclosures in respect of pension obligations, including disclosures around the methodology changes at the end of the year.

–   Noted that, in view ofdue to the significant impact whichthat actuarial assumptions have on the pension assets and liabilities recognised inon the balance sheet, and the ongoing changes in demographic and financial factors, retirement benefit obligationspensions will remain a key area of focus in 2016.focus.

 

LOGO   LOGO  See page 113 for case study on our pension assumptions review

LOGO  See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements.Statements

 

LOGO   LOGO  For more, see Note 34 to the Consolidated Financial Statements.Statements

The Committee’s focus has been on areas of significant judgement, being those which pose the greatest risk of a material misstatement to the financial statements. In addition to the areas of significant judgement set out above, the Committee also considers other higher risk items. During 20152016, these included the valuation of financial instruments (including fair value adjustments), hedge accounting, transactions with related parties and the identification and assessment of risks of material misstatement includingdue to fraud risks.

Valuation of financial instruments and hedge accounting policies, which were identified as specific areas of focus in previous years, were not considered to be significant in 2015.or error. For financial instruments held at fair value, valuation techniques have remained constant and there would needwe noted the enhancement of the methodology for valuing uncollateralised derivative portfolios to beinclude a significant change in the input tofunding fair value adjustmentsadjustment, in line with most UK peers; see Note 43 to cause athe Consolidated Financial Statements. Regular reports have also been provided considering any material misstatement. For hedge accounting policies, there were few changes in the types of hedges undertaken in comparison with previous years.

In prior years, the Committee also focused on goodwill impairment as a significant judgement area. This is no longer considered to be a significant judgement or a higher risk item as management expects the underlying businesses to which goodwill relates to remain profitablelitigation cases and does not believe that the effect of changes in assumptions to those that are reasonably possible would have a material impact on the financial statements.their progress.

 

 

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External auditorsAuditors

Audit tender and new External Auditors

During the year,In 2015, Banco Santander took the decision to re-tender the global external audit. As part of this global process,audit and the Committee performed its own UK review of the three firms selected by the Banco Santander, group, EY, KPMG and PwC.

This review included:

UK-specific proposal documents and presentations from each firm, which addressed their proposed team, experience of our sector, audit approach, IT capability, approach to audit quality and transition experience
The spread of audit appointments amongst our peers to assess potential constraints on capacity
A review of the Inspection reports published by the FRC in May 2015, which gave insights into the quality of audits provided by these firms
The extent and nature of non-audit services provided by each firm, as well as any existing commercial arrangements, to determine the impact of a change.

Onin support of this. Following the conclusion of this process the incumbent Chair, Rosemary Thorne, advisedreview and with a recommendation from the former chair of the Committee, Banco Santander and the Santander UK Board of her recommendation and, following recommendations from each of the key subsidiaries across the group, Banco Santander SA and the Santander UK Board confirmed that PwC willwould become our external auditorsglobal External Auditors for the accounting period from 1 January 2016, subject to approval2016. The Board recommended PwC’s appointment as the Company’s External Auditors, and this was approved at our 2016 AGM.

The independence of PwC was monitored and considered prior to their appointment as External Auditors, and this monitoring continued after their appointment and throughout 2016.

Oversight of the relationship with our external auditorsExternal Auditors

As part of our review of our relationship with our external auditors, Deloitte LLP,External Auditors, PwC, our activities included:

Consideration of their work and opinion relating to management judgements, where there were no significant changes in view from that of their predecessors

Review of the summary of misstatements not corrected by management andmanagement; the Committee was satisfied ourselves that they were not quantitatively or qualitatively material, both individually and in the aggregate

Discussion with the external auditorsExternal Auditors regarding the level of disclosure in the Annual Report and Half Yearly Financial Report to satisfy ourselves that it is appropriate

Discussion regarding developments in financial reporting including changes to accounting standards, statute and best practice

A review of reports received from Deloitte, the previous External Auditors and PwC on weaknesses and recommendations on internal control and financial reporting matters identified during the course of their auditaudits and their view of management’s progress in resolving them

Interactions, including meetings in private session during each Committee meeting, and at other times throughout the year.

Based on the above inputs, which were captured in a formalised assessment, we satisfied ourselves as to the rigour and quality of Deloitte’sPwC’s audit process.

Deloitte’s reports in the past two years

During the two years ended 31 December 2015 and 2014, Deloitte did not issue any reports on the financial statements of Santander UK that contained an adverse opinion, or a disclaimer of opinion, nor were the auditors’ reports of Deloitte qualified or modified as to uncertainty, audit scope, or accounting principles. There has not been any disagreement (as that term is defined in Item 16F(a)(1)(iv) of Form 20-F) over any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Deloitte’s satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its auditors’ reports, or any ‘reportable event’ as described in Item 16F(a)(1)(v) of Form 20-F.

Non-AuditNon-audit fees

We monitored the independence of PwC, ashave a result of their appointment as future auditors.

During the year we updated our policy on non-audit services which are provided by our auditorsExternal Auditors, which was updated in 2016 in the context of the consultation paperRevised Ethical Standard issued by the FRC on implementing the changes to auditor independence requirements resulting from the new European Directive on Auditor Independence. We reviewed all proposed non-auditAudit Regulation and Directive.

Non-audit services were under continuous review throughout 2016 to determine whether they were permitted by reference to their nature, to assess theassessing potential threats and safeguards to auditor independence as well as the overall ratio of audit to non-audit fees.

All individual assignments over a monetary threshold require advance approval, either by the Chair under delegated authority for amounts under £250,000 or, if larger, by the full Committee. This process is in addition to the requirement for all suchnon-audit fees to be approved by the Banco Santander Audit Committee.

A specific focusThe principal area of the Committee was to assess and approve the UK review worknon-audit fees performed by Deloitte withPwC, other than those related to comfort letters on debt issuance, was in relation to testing the close out of recommendations in respect of a controls review which they had started prior to being appointed our preparationExternal Auditors. The costs during the year were £3.2m and we ensured that this met both the external and internal tests for the Market in Financial Instruments Directive II (MiFID II) with particular reference to ensuringmaintaining their continued independence.

Oversight of the relationship with PwCWe also monitored:

In the years ended 31 December 2015 and 2014 neither we nor someone on our behalf has consulted with PricewaterhouseCoopers LLP (PwC) regarding either:

The applicationnon-audit fees and independence of accounting principlesDeloitte LLP, and will continue to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of Santander UK, ordo so until they achieve independence, and

Any matter that was eitherOther fees in respect of work performed by Ernst & Young, our appointed Independent Expert in the subjectcontext of a disagreement (as that term is defined in Item 16F(a)(1)(iv)the Ring Fencing requirements of Form 20-F) and the related instructions to such Item 16F, or a ‘reportable event’ as described in Item 16F(a)(1)(v) of Form 20-F.Banking Reform.

Annual Report 2015

Governance

Internal control

The Board Risk Committee has overall responsibility for the effectiveness of the internal control systems. However, due to the nature of internal control matters, there is a natural overlap in responsibilities with those of this Committee. We recognise that a robust framework of internal control is essential for a complex and changing business environment. We hadhave a comprehensive internal control framework in place, and, during the course of the year, we have received and considered regular reports regarding the operation of and continued enhancement to this framework. This included reports from Internal Audit and the External AuditAuditors and related actions being taken by management,management. During 2016, the regular reports from Compliance on matters such as key conduct and non-financial regulatory risks andmigrated to the Board Risk Committee in line with the responsibilities as codified by the Senior Managers Regime. Finance continues to provide updates to this Committee on internal controls over financial reporting. Regular reports have also been provided by Legal & Secretariat considering all material litigation cases and their progress.

Internal controlscontrol over financial reporting

Section 404 of the Sarbanes-Oxley Act requires management to report on the adequacydesign and effectiveness of its internal controls with regard tocontrol over financial reporting. Following the adoption in December 2014 of a new framework in this regard (the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework), further enhancements have been made during 2015the last two years to embed the framework.

We haveconsidered the financial control environment during the year. The Committee received regular reports on the progress of this,internal control over financial reporting, including key systems and theprovided feedback on remediation and overall improvements required to ensure that they were appropriately designed and operating effectively. This included a focus on management actions relating to IT user access controls.

We also reviewed actions taken by management with regard to any control deficiencies identified through the assessment of the effectiveness of internal controlscontrol over financial reporting. We maintained close oversight of the migration of our internal controls records onto the new group Operational Risk Management system, details of which are set out on page 122 of the Operational Risk Review.

We also noted improvements

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Annual Report 2016

Governance

Internal Audit

In 2016, the PRA completed their triennial review of the Internal Audit function which recognised the significant progress which has been made over the last three years; the outcome of the review was favourable. The two main recommendations of the PRA had previously been identified by the Committee, and the Internal Audit function was already in the financial control environment duringprocess of addressing them; we have focused particularly on the year,enhancement of the quality assurance function within Internal Audit and reviewed the calibration of Internal Audit report ratings.

The Committee was satisfied that internal controls over financial reporting were appropriately designed and operating effectively.

Internal audit

In 2015, we reviewedalso keeps under review the conclusions and recommendations of an external benchmarking assessment against industry leading practice. This included discussing the report with the partner responsiblepractice for the assignment, and receiving progress reports on the implementation of the actions identified.Internal Audit, which was last carried out in 2015. The findings confirmedCommittee considers that the changes made in 2015 as part of our continuous improvement programme, have been embedded during 2016 and have further strengthened the function, and that the internal audit function has increased itsInternal Audit function. The Committee noted strong engagement and influence in the risk agenda within Santander UK. As a result of the review,between the Internal Audit function has already improved aspects of its audit methodology and the business during 2016. A further benchmarking review is enhancing the effectiveness of its existing audit software and data analytics capability.planned for 2017.

The internal audit plan, based on a comprehensive risk assessment, was presented in draft and then final form for challenge and approval by the Committee andCommittee. The plan has been updated at regular intervals throughout the year, in response to changes in the business and requests fromthe regulatory environment, and at the request of the Committee.

We have received regular reports from our Head of Internal Audit and monitored findings as part of our oversight. We have considered the aggregate number of recommendations, the rationale for any recommendations becoming past due,overdue, and broader root cause analyses. The Committee also requested that the Head of Internal Audit highlight recommendations becoming due. The Committee has chosen to invite key members of management with past due recommendations to present to it on progress with implementing Internal Audit’s recommendations, issues encountered with closing them, key milestones and key dependencies including those relating to Banco Santander.

ThisThe Committee received a report on internal audit coverage over RWAs which complemented the work already performed and reported on by the Line 2 function. These reports took into account the latest consultation document prepared by the ICAEW on this topic.

During the year, we have introduced more regular presentations by management to the Committee to accountassumed responsibility for their progress on implementing internal audit’s recommendations.the review and approval of the objectives of the Head of Internal Audit and leads in the annual evaluation of his performance.

Whistleblowing

The Company Secretary providesCommittee received quarterly reports to us on the Company’s whistleblowing events including those from our confidential whistleblowing external service provider.activities. The reporting includes investigationoversight of progress reports and outcomes, as well as root cause analysis and information on identifiable trends, hot spots and any observable risks. The reporting also covers developments in the regulatory environment and activities to promote and enhancements to the company’s whistleblowing arrangements.

The Committee considers that the Whistleblowing Policy and training, both enhanced during 2016 following implementation of new FCA rules, and the reporting framework, playsplay a key role in supporting our culture and behaviours at all levels in the business. The Committee also sees the annual report on whistleblowing which the Board receives and considers.

During the year, I have also been appointed by the Boardcontinued to act as the Whistleblowers’Whistleblowing Champion. The purpose of this role is to oversee the independence and effectiveness of the policies and procedures onin this area. The direct engagement of an independent Non-Executive Board Committee Chair in this oversight role should further enhanceunderpins confidence in the integrity of our whistleblowing arrangements.

Disclosure in the Annual Report

We received regular reports from the Disclosure Committee, a senior executive committee chaired by the Chief Financial Officer. Its remit is to advise the Committee on the completeness and accuracy of disclosures made by Santander UK in its external reporting. This, together with other reports received during the year, and a review of best practice and the approach of our peers, enabled us to conclude that we were satisfied with the level of disclosure made in this 20152016 Annual Report. Management also engaged the Board and Committee early on the approach to the report which enabled it to provide input into the overall tone and messaging in a timely manner.

The Disclosure Committee also reports on whether the Annual Report is fair, balanced, and understandable and whether it provides the information necessary for readers to assess Santander UK’s position and performance, business model and strategy. In this context, the Disclosure Committee considers and advises us whether:

Key messages remain consistent throughout the document, relating both to financial performance and progress against strategic objectives

All key judgements, significant risks and issues are reported and explained clearly and adequately

There is a clear framework to the document with good signposting and a complete picture of performance and events.

We have worked to further improve our external reporting to align more closely with other UK peers. We have also had due regard to best practice and our relationship with our ultimate parent company, and the requirements of our debt and capital investors.

In addition to the above review process, the Committee’s assessment of fair, balanced and understandable is underpinned by the understanding it gains through the reporting of management judgements, internal control matters, internal audit activities and the reports of the External Auditors made to the Committee throughout the year. The Committee’s assessment also considers the robustness and outcomes of the assurance, review and verification processes conducted by management and considers whether the key risks reflected those that were of a concern to the Committee and were consistent with those reported by management. Following our assessment we concluded that the 2016 Annual Report is fair, balanced and understandable.

 

 

 

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Financial Reporting Council (FRC) Annual Review of Corporate Reporting 2015/2016

In this context,October 2016, the Disclosure Committee considersFRC issued a report entitled “Annual Review of Corporate Reporting 2015/2016” which sets out the FRC’s assessment of corporate reporting in the UK based on outreach and advises us whether:

Key messages remain consistent throughout the document, relating both to financial performance and progress against strategic objectives
All key judgements and significant issues are reported and explained clearly and adequately
There is a clear framework to the document with good signposting and a complete picture of performance and events.

Once again we have looked to improve our externalevidence from the FRC’s monitoring work and thematic reviews. The report outlines the characteristics of corporate reporting to align more closelywhich the FRC believe make for a good annual report, beyond basic compliance with the other UK peerslaws and the disclosures of a premium-listed company. We have also had due regard to best practice and our relationship with our ultimate parent company, and the requirementsaccounting standards.

As part of our public debt issuance. We have included new disclosuresoversight of this area, we received and reviewed a report from management on its work in line with the updated UK Corporate Governance Code, new EU legislation and industry-wide guidance on matters of corporate governance. These include the Enhanced Disclosure Task Force’s proposals for the inclusion of narrative disclosures regarding the impactrespect of the adoptionareas of IFRS 9 (Financial Instruments).

In additioninterest to the above review processFRC. We are satisfied that management has sought to adhere to the Committee’s assessment of fair, balanced and understandable is underpinnedcharacteristics identified by the understanding it gains throughFRC in the reportingpreparation of management judgements, internal controls matters, internal audit activities and the reports of the External Auditor madethis Annual Report to the Committee throughout the year. It also considers the robustness and outcomes of the assurance, review and verification processes conducted by management and considers whether the key risks reflected those that were of a concernextent appropriate to the Committee and were consistent with those reported by management.

Following our assessment we concluded that the 2015 Annual Report is fair, balanced and understandable.ownership structure.

Going concernConcern

We satisfied ourselves that it is appropriate to use the going concern basis of accounting in line withpreparing the financial statements, supported by a presentation madedetailed analysis provided to the Committee by senior finance management. As part of the assessment, we considered whether there are sufficient financial resources, including liquidity and capital, available to continue the operations of the company.Company. We considered the Company’s resilience in the face of stress, prominent events such as the UK’s decision to leave the EU and known future challenges. In making our assessment, we took into account all information of which we were aware about the future, which was at least, but not limited to, 12 months from the date that the balance sheet was signed.

Effectiveness

The Board has determined that I have the necessary qualifications and skills to qualify as a Board Audit Committee financial expert as defined in Item 16A of Form 20-F and by reference to the NYSE listing standards, based on my recent professional background as a senior audit partner at PwC. In my capacity as Committee Chair, consistent with the approach of my predecessor, I meet in private session with key members of the management team and the external auditors aheadExternal Auditor in advance of each Committee meeting. I ensure that the Committee meets with management, the Internal Auditors and the External Auditors in private session. I also attend meetings with the PRA, the FCA, the Financial Reporting Council (FRC),FRC and the BBA, both on an individual basis and together with the Chairs of Audit Committeesaudit committees of other major UK banks and financial institutions.

In accordance with good governance, the Committee’s effectiveness was considered as part of the overall externally-facilitated evaluation of Board effectiveness carried out during the year by an independent external evaluator.

The review’s findings and suggested actions were considered by the Committee in December 2016. Further detail is contained in the Corporate Governance Review within this Annual Report.

In line with an assessment of the forward agenda and the Board programme, it has been agreed that the number of scheduled meetings of the Committee will be reduced to eight meetings in 2017.

Planned activities for 20162017

The keyspecific areas of focus for the Committee for 20162017 will be to monitor and keep under review the transition to our new External Auditor, progress on the implementation of IFRS 9, the level and adequacy of conduct remediation provisions, the approach to pensions assumptions, and the financial control and reporting implications of any change in the economy, as well as Banking Reform.

 

 

 

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Annual Report 20152016

Governance

 

    

 

Board Remuneration Committee Chair’s report

The Committee reviews remuneration policies and their implementation

for the long-term success of Santander UK.

“Our remuneration structures are designed to incentivise

and reward long-term sustainable performance.”

LOGO

Scott Wheway

Board Remuneration Committee Chair

22 February 2017

 

LOGO

For Board membership, tenure and

attendance see page 158

“We have designed remuneration and incentive plans
that focus on sustainable performance.”

LOGO

 

Based onFor the principles of Simple, Personal and Fair, we focused on delivering a reward framework that is simple to understand, tailored to individual roles and provided a clear link to the Santander UK’s strategic objectives. We seek to drive performance to the highest standards and looked to offer remuneration that both rewards performance and values behaviours. We also strived to deliver fairness by offering competitive remuneration to attract, retain and motivate employeesresponsibilities of the highest calibre.Committee

see page 138

Overview of the year

This report is comprised of three sections:

 

We strengthened our Terms of Reference this year to better reflect the Committee’s role in the areas of governance and control. (Full Terms of Reference are available at www.santander.co.uk.) At the same time, we strengthened our membership by including all INEDs as members of the Committee. This reflects the enhanced responsibilities that the Committee now carries, and is consistent with the change in membership of the Board Risk and Audit Committees this year.

We also continued to ensure that performance-related pay is deferred appropriately and remains ‘at risk’ over time. In response to new regulatory requirements, we introduced provisions which allow Santander UK to clawback variable pay awards for up to seven years after they are awarded.

LOGO

Scott Wheway

Board Remuneration Committee Chair

24 February 2016

Overview of the year

This report has three parts:

–    My report as Chair of the Committee

The Remuneration Report,report which summarises our remuneration policies

The Remuneration Implementation Report,implementation report, which shows how these policies have been applied during 2015.

We are not subject to the remuneration disclosures that apply to a FTSE-listed company, but we have provided a report which we consider appropriate to our ownership structure. We have aimed to make its content transparent and include information that shows how our directors are remunerated, and how this reflects the performance of our business.

In 2015, we continued to ensure that our remuneration policies were consistent with our strategic objectives, and were designed with the long-term success of Santander UK in mind. In doing so, ensuring sound and effective risk management continued to be to the fore. This was particularly so when considering how our remuneration schemes can drive outcomes and behaviours in line with our chosen objectives.

LOGOFor Board membership, tenure and
            attendance see page 190

LOGOFor the responsibilities of the
            Committee see page 170

LOGO2016.

During 2016, we focused on ensuring that our remuneration policy and outcomes are aligned with and support Santander UK’s strategic objectives, to drive the Company’s long-term success and promote sound and effective risk management.

In line with our aspiration to be Simple, Personal and Fair, the Committee focused on delivering a reward framework that is simple to understand, tailored to individual roles and is competitive to attract, retain and motivate employees of the highest calibre. We seek to drive performance to the highest standards, with a key focus on conduct and behaviours in line with our chosen objectives.

A significant proportion of our performance-related pay is deferred over the long-term and remains ‘at risk’. In response to regulatory requirements, we have further strengthened provisions which allow Santander UK to reduce or cancel variable pay awards for up to ten years after they are awarded.

LOGO

 

 

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Key activities in 20152016

Our remuneration packages reflect the Simple, Personal and Fair standards applied across Santander UK. In 20152016, we spent time understanding the interaction of remuneration and culture and how our remuneration structures influence our chosen behaviours. We performedcompleted a comprehensive review of our executive remuneration offering in order to optimisecollaboration with our colleagues on the structureBanco Santander Remuneration Committee (the Remuneration Committee of our packageparent company) and enhance our competitiveness. We engagedfinalised the design of a single variable pay plan to incentivise both sustainable annual and long-term performance and behaviour. Further details of the plan are set out in this report.

After engaging with our colleagues in Risk, towe finalised the design and embedded a revised basis of assessment of current and future risks, linked to our Risk Appetite, prior to any award of variable remuneration.

We also undertook a full impact analysis of the European Banking Authority’s guidelines on sound remuneration from our annual bonuspolicies under CRD IV, and long-term incentive plans. In addition,completed a comparison against Banco Santander rules currently applicable to Santander UK.

Additionally, we collaborated with our colleaguesprovided feedback on the Banco Santander Remuneration Committee in looking at a future single variableconsultation on mandatory gender pay scheme incentivising both annual and long-term performance.reporting.

Membership

I would like to take this opportunity to thank Roy Brown his contribution to the Committee over the years. Roy stepped down as Committee Chair at the end of August and retired from the Committee and the Board at the end of the year. Mike Amato also left the Committee and the Board at the end of December. I welcome Ed Giera who joined us in August, as well as Chris Jones and Genevieve Shore, who both became members in September. Annemarie Durbin alsowho joined us on 13 January 2016. These individuals bring2016, and brings a wealth of financial services, risk, strategy, digitalrelevant international banking experience to the Committee. Six of the seven members of the Committee are INEDs.

Effectiveness of the Committee

In accordance with good governance, the Committee’s effectiveness was considered as part of the overall external evaluation of Board Effectiveness carried out during the year by an independent external evaluator.

The review’s findings and customer-focus experience.suggested actions were considered by the Committee in November 2016. Further detail is contained in the Corporate Governance Review within this Annual Report.

Following the review of Board Effectiveness and our continuous review of opportunities for improving effectiveness, changes have been made to the meeting schedule to optimise efficiency.

The Committee’s terms of reference are kept under regular review. Full terms of reference are available at www.santander.co.uk.

Priorities for 20162017

At Santander UK, we are undergoing a period of further transformation as we implement our plan to achieve the strategic objectives we have set for the next three years.years from 2016 to 2019. We will drive our digital agenda and manage our cost base, as well as prepare for the regulatory changes of Banking Reform. As we manage our performance, we will continue to balancefocus on driving the right culture and behaviours as well as balancing the needs of our people, our customers, our communities and our shareholders. We will recognise the increasing competition for talent and the value our people bring to our business.

 

 

 

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Remuneration report and remuneration policies

 

Basis of preparation

This report has been prepared on behalf of the Board by the Board Remuneration Committee. We follow UK corporate governance regulations, guidelines and codes to the extent they are appropriate to our ownership structure. Accordingly, a number of voluntary disclosures relating to remuneration have been presented in this report.

Executive remuneration policies and principles

Our policies are designed with the long-term success of the business in mind, to deliver our business strategy and reinforce our values. We apply a consistent approach to the reward of all our employees which upholds our prudent approach to Risk Appetite which is set as part of a Santander UK-wide Risk Management Framework. No Executive Director isindividual across Santander UK, including the CEO, are involved in decisions about their own remuneration.

Forward looking remuneration policies for Executive Directors

Our forward looking remuneration policies are outlined in the table below. The only change from 2015 being changes toIn 2016 we replaced the annual and long-term incentive arrangements.arrangements with a single variable pay plan. This plan rewards financial and non-financial performance over the year with additional long-term metrics applied to the deferred element. Previous awards under the long-term incentive plan will continue to apply in accordance with the plan rules. Our remuneration structures, which incorporate significant long-term deferral and use of Banco Santander SA shares align the interests of Banco Santander’s senior management with shareholders and encourage the building of a long-term shareholding in Banco Santander SA.

On recruitment

We aim to position theWhen appointing a new Executive Director, base salary of an Executive Directorwill be positioned at an appropriate level, taking into consideration a range of factors including the individual’s previous remuneration, relevant experience, an assessment against relevant comparator groups and cost. Other elements of remuneration will be established in line with the Remuneration Policy set out in the Executive Directors’ remuneration structure table below. Relocation support and international mobility benefits may also be provided.

 

 

 

Executive Directors’ remuneration structure

Fixed Pay

 

  

Principle and description

 

  

Policy

 

  
Base salary 

–   Market competitive pay appropriate for the role.

 

–   Fixed pay is set at a level such that it discourages inappropriate risk taking.

 

–   Reflects the responsibilities and experience of each individual.

  

–   Salaries are set to reflect prevailing market and economic conditions and the approach to pay for all other employees.

 

–   The Committee considers the results of the annual pay review and, where appropriate, makes recommendations of changes in base salaries to the Board.

  
Pension arrangements 

–   Post-retirement benefits for participants are offered in a cost-efficient manner.

  

–   All Executive Directors receive a cash allowance in lieu of pension.

  
Other benefits 

–   Benefits are offered to Executive Directors as part of a competitive remuneration package.

  

–   Private medical insurance for Executive Directors and their dependants, life assurance and health screening.

 

–   Access to the Company’s all-employee share schemes on the same terms as all UK employees.

 

Variable pay

 

  

Purpose and link to strategy

 

  

Operation

 

Annual incentive arrangementsVariable pay plan 

–   To motivate Executive Directors to achieve and exceed annual financial and strategic targets within the Company’s Risk Appetite and in alignment with our values.

 

–   Deferral of part of the annual bonus is applied in accordance with the requirements of the Remuneration Code.

  

–   Awards are discretionary and determined by reference to performance against a scorecard of financial and strategic goals.

 

–   Awards may be made in cash and shares, but with a minimum of 50% of the award made in shares.

 

–   Share-based awards are subject to a minimum twelve month retention period following the relevant vesting date.

 

–   Malus and clawback provisions apply to all elements of variable pay.

 

–   A portion of the deferred element is subject to further performance testing based on a range of financial and capital metrics.

 

 

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Relocation support and international mobility benefits may also be provided.

Compensation may be provided to Executive Directors recruited externally for the forfeiture of any award from theon leaving their previous employer’s forward looking variable remuneration arrangements.employer. The Committee retains discretion to make such compensation as it deems necessary and appropriate to secure the relevant Executive Director’s employment, and ensure any such payments align with the long-term interests of Santander UK.UK and the prevailing regulatory framework including the new PRA rules on buy-outs which apply from 1 January 2017.

Service agreements

Terms and conditions of employment are set out in individual service agreements which include a notice period of six months from both the Executive Director and the Company. The agreements may be terminated immediately with payment of fixed pay in lieu of notice. In the event of termination for gross misconduct neither notice nor payment in lieu of notice is required and any deferred awards fall away.

Termination payments

The impact of an Executive Director leaving the Company on remuneration under various scenarios reflects the service agreements and the relevant scheme rules, and the Committee’s policy in this area.

The Committee will determine whether an Executive Director is a ‘good leaver’ by virtue ofshould their employment endingend due to injury, ill-health, disability, redundancy, retirement, death, or any other reason at the Committee’s discretion (except for any circumstances justifying summary dismissal as determined by the Committee).discretion.

Other than a payment in the event of redundancy for the CEO, none of the Executive Directors have service contracts with Santander UK providing forthere are no benefits upon termination of employment. The CEO also remains a deferred member of Santander UK plc’s defined benefit pension scheme from previous service.

Risk and performancePerformance adjustment

All variable remuneration is subject to adjustmentsadjustment for all current and future risks as well as, on an individual basis, malus and clawback provisions. Performance adjustments may include, but are not limited to:

Reducing a bonus outcome for the current year

Reducing the amount of any unvested deferred variable remuneration (including historic LTIP awards)

Requiring repayment on demand (on a net basis) of any cash and share awards received at any time during the seven year period after the date of award

Requiring a bonus which has been awarded (but not yet paid) to be forfeited.

We will continue to ensure that the requirements of the Remuneration Code are met for our employees. We will prevent vesting of all or part of the amount of deferred remuneration in any of the following circumstances:

Evidence of employee misbehaviour or material error

Material downturn in the Companyperformance of Santander UK or a relevant business unit’s performance

The CompanySantander UK or a relevant business unit suffers a material failure of risk management

Significant changes in the Banco Santander SA group’s or the Santander UK’s economic or regulatory capital base and the qualitative assessment of risks

A material restatement of the Banco Santander group’sSantander’s or Santander UK’s financial statements (except when required due to modification of the accounting rules).

In such circumstances, the Committee will have full discretion to freeze an award during an ongoing investigation, to determine the amount of deferred remuneration that will not vest or to extinguish an award altogether.

In 2016, we updated the process for determining whether or not any remuneration adjustment should be applied to an individual’s remuneration to include the introduction of a matrix to consistently calibrate risk events.

 

 

 

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Remuneration implementation report

 

Introduction

This report outlines how our Remuneration Policy was implemented in 2015.2016.

The composition and total remuneration received by each Executive Director who held office during the year is shown in the table below.

Annual performance bonusVariable pay plan

The 2015 annual performance bonus2016 variable pay plan for Executive Directors was determined under fourdistinct criteria (explained further below):

 

Aquantitative element of financial performanceassessmentmeasured at UK level using a balanced scorecard approach. This included metrics in relation to our customers, our colleagues and return on assetsthe communities in which we do business, plus risk, capital and profitability.

Aqualitative elementassessment of adjustmentperformance which adjusted the balanced scorecard result by reference to a range of factorsmeasures relating to our people, shareholders, customers and communities.

A UK-focused customer service element
A UK-focused,group multiplierwhich can adjust the pool upwards or downwards to reflect overall risk adjustment measured against the Company’s Risk Appetite.group performance.

Of the quantitative element, 55% of the bonus pool was based on Santander UK’s Net Operating Profit (NOP), 20% was based on Banco Santander’s NOP, 15% was based on Santander UK’s Return on Risk Weighted Assets (RoRWA) and 10% on Banco Santander’s RoRWA. In addition, the NOP element was subject to a further modifier whereby, if NOP for 2015 was 10% lower than the NOP for 2014, the bonus pool would be reduced by 5%. If NOP for 2015 was 10% higher than 2014, the bonus pool would be increased by 5%, with a sliding scale in between.

For the qualitative assessment, the bonus pool could be reduced or increased by up to 15% depending on an assessment of each of the following for Santander UK:

Business results versus other UK banksExceptional adjustment applied (if required) at year-end to cover unexpected factors. This may also include adjustments not covered in the qualitative assessments, including major risk events.
Overall effectivenessFinally, an overall UK-focused risk adjustment linked to Santander UK’s Risk Appetite is applied. This provided both a formula-based assessment against Risk Appetite and an additional qualitative risk event assessment overlay that could only result in downward risk adjustment of risk management and efficient useup to 100% of capitalthe bonus pool or individual awards.
Customer satisfaction scores
Overall contribution to the Banco Santander group.

The UK-focused customer service element was based on Santander UK’s Financial Research Survey (FRS) results whereby the bonus pool could be reduced by up to 10% if Santander UK failed to reach its customer satisfaction targets.

Finally, an overall UK-focused risk adjustment linked to Santander UK’s Risk Appetite was applied. This provided both a formula-based assessment against Risk Appetite and an additional qualitative risk event assessment overlay that could only result in downward risk adjustment of up to 100% of the bonus pool or individual awards.

Long-Term Incentive Plan (LTIP)

LTIP performance has been measured against the growth in earnings per share (EPS), return on tangible equity (RoTE), employee satisfaction, customer satisfaction and customer loyalty of Banco Santander.

Rewarding Executives appropriately

The Committee reviews pay and reward annually and takes account of the remuneration trends elsewhere, including the relationship between Executive Director remuneration and the remuneration of other Santander UK employees. The Committee is also responsible for overseeing the salary and variable pay awards for all material risk takers and approving the design of any material performance-related pay plans operated by Santander UK. As part of our monitoring of pay across the Company, the Committee regularly reviews:

Santander UK’s engagement with its recognised trade unions on matters relating to pay and benefits for all employees

Annual pay reviews for the general employee population

Santander UK group-wide benefit provisions

The design of, the monitoring of and the overall spend on annual incentive arrangements.arrangements
Performance related pay plans to ensure they are deferred appropriately and remain ‘at risk’ over an appropriate period.

Stakeholder views

Santander UK consults with shareholders and key stakeholders, such asincluding its main regulators, the PRA and the FCA. Employee opinion surveys are undertaken annually on employee engagement, and discussion on remuneration matters generally takes place with union representatives during the annual pay review cycle and on relevant employee reward matters.

 

 

 

Executive Directors’ remuneration(audited)

Total remuneration of each Executive Director for the years ended 31 December 20152016 and 20142015

 

Executive rewards  

Nathan

Bostock(1)(5)

   

Stephen

Jones(2) (3) (6)

   

Steve

Pateman (3) (7)

   

Ana

Botín(4)(8)

   José María
Nus (9)
   Total     Nathan Bostock(1)     Stephen Jones(2)(3)     Steve Pateman     Total     
  2015   2014   2015   2014   2015   2014   2015   2014   2015   2014   2015   2014 
  £000   £000   £000   £000   £000   £000   £000   £000   £000   £000   £000   £000     

2016

£000

     

2015

£000

     

2016

£000

     

2015

£000

     

2016

£000

     

2015

£000

     

2016

£000

     2015
£000
 
Salary   1,601     535     460     546     527     637          1,699          516     2,588     3,933       1,600      1,601      -      460      -      527      1,600      2,588 
Taxable benefits (cash and non-cash)   37     6     1     1     1     1          34          3     39     45       46      37      -      1      -      1      46      39 
Pension   560     187     161     191     181     223                         902     601       560      560      -      161      -      181      560      902 
Bonus (paid and deferred)   1,760     890     848     1,287          1,500          1,782               2,608     5,459       2,330      1,760      -      848      -      -      2,330      2,608 
Total   3,958     1,618     1,470     2,025     709     2,361          3,515          519     6,137     10,038       4,536      3,958      -      1,470      -      709      4,536      6,137 
LTIP realised                                                                 -      -      -      -      -      -      -      - 
Total remuneration   3,958     1,618     1,470     2,025     709     2,361          3,515          519     6,137     10,038       4,536      3,958      -      1,470      -      709      4,536      6,137 
LTIP granted   240     150          165          165                         240     480       -      240      -      -      -      -      -      240 

 

(1)RemunerationThe salary figure for Nathan Bostock does not include £1,800,000 (2014: £nil)(2015: £1,800,000) relating to a buy-out of deferred performance-related programmes in respect of his previous employment.
(2)Remuneration for Stephen Jones in 2016 does not include £1,276,218 (2014: £1,451,589)£354,138 (2015: £nil) relating to outstanding deferred bonus awards he received in 2012 to 2014 that did not lapse upon his resignation from the Company in December 2015 and were paid to him in 2016 subject to regulatory rules on performance adjustment and certain criteria being met.
(3)The salary figure for Stephen Jones does not include £nil (2015: £1,276,218) relating to a buy-out of deferred performance-related programmes in respect of his previous employment.

156    Santander UK plc


CorporateDirectors’

Directors

Governance

Report

Remuneration

Report

Directors’ Report

Policy for all employees

Our performance, reward and benefits approach supports and drives our business strategy and reinforces our values in the context of a clearly articulated Risk Appetite. We apply a consistent approach to reward for all employees. Employees are entitled to a base salary and benefits, and have the opportunity to receive an element of performance-related compensation, subject to their role and reward band. The maximum opportunity of performance-related compensation available is based on the seniority and responsibility of the role.

Relative importance of spend on pay

The table below sets out the amounts and percentage change in profit and total employee costs for 2016 and 2015.

Relative importance of spend on pay        
    

2016

£m

     

2015

£m

     

Change

%

 

Profit before tax

   1,917      1,345      42.5% 

Total employee costs

   1,122      1,115      0.6% 

External consultants

In carrying out their responsibilities, the Committee seeks independent external advice as necessary. During 2016, the Committee sought advice and assistance from Kepler, a brand of Mercer LLC, on all remaining matters pertaining to 2015 and Deloitte on all matters pertaining to 2016. Fees (exclusive of VAT) for services provided during the financial year did not exceed £237,000 for Deloitte and £68,000 for Kepler.

Chair and Non-Executive Directors’ remuneration

The Chair’s fee is reviewed and approved by the Committee. The fees paid to Non-Executive Directors are reviewed and approved by the Executive Directors and the Chair. Fees are reviewed annually taking into account information on fees paid in similar companies, as well as the time commitment for the role. Non-Executive Directors are paid a base fee, with an additional supplement for serving on or chairing a Board Committee.

The fee policy is reviewed annually. No changes were made during 2016. The 2016 fee structure is shown in the table below.

All Non-Executive Directors and the Chair serve under letters of appointment and either party can terminate on three months’ written notice, except in the case of the Chair where twelve months’ written notice is required. Neither the Chair nor the Non-Executive Directors have the right to compensation on the early termination of their appointment beyond payment in lieu of notice at the option of the Company. In addition, neither the Chair nor the Non-Executive Directors are eligible for pension scheme membership, bonus or incentive arrangements.

Highest paid senior executives

The remuneration of the eight highest paid senior executives for the year ended 31 December 2016 is detailed below. Senior executive officers are defined as members of the Executive Committee (excluding Executive Directors).

Individuals    

1

£000

     

2

£000

     

3

£000

     

4

£000

     

5

£000

     

6

£000

     

7

£000

     

8

£000

 

Fixed remuneration (including any

     1,354      387      722      716      738      609      506      645 

non-cash and taxable benefits)

                                

Buy-out award(1)

     -      635      -      -      -      -      215      - 

Variable remuneration (cash – paid)

     424      172      270      187      155      173      125      133 

Variable remuneration (cash – deferred)

     636      258      405      280      233      260      188      200 

2016 remuneration

     2,414      1,452      1,397      1,183      1,126      1,042      1,034      978 

 

LTIP

     -      -      -      -      -      -      -      - 
(1)Buy-out of deferred performance related payments in connection with previous employment.

Chair and Board Committee member fees    

Board

    

    

£000

   

Board

Risk

Committee

£000

   

Board

Audit

Committee

£000

   

Board

Remuneration

Committee

£000

   

Board

Nomination

Committee

£000

 

Chair (inclusive of membership fee)

     650    60    60    60    - 

Senior Independent Director

     30    -    -    -    - 

Member

     90    25    25    25    - 

Santander UK plc    157


Annual Report 2016

Governance

Board and Committee

membership, tenure, attendance, and remuneration

            Board           Board Risk Committee     
                              
                        Unscheduled                    
            Meetings           meetings   Unscheduled      Meetings (9)         
      Appointed  Tenure to  eligible to       Meetings   eligible to   meetings   Membership  eligible to   Meetings (9)     
Name      Age      (Resigned)  year-end  attend        attended   attend   attended   tenure  attend   attended                    

Chair

 

Shriti Vadera(1)

  54   01.01.15  2y   10         10    6    

 

6

 

 

 

                  

Independent Non-Executive

Directors

 

 

Scott Wheway(2)

  50   01.10.13  3y 3m   10         10    6    5   LOGO  3y   12    

 

12

 

 

 

     

Ed Giera

  54   19.08.15  1y 4m   10         10    6    6   LOGO  1y 2m

LOGO  1y 4m

 

   13    

 

13

 

 

 

     

Chris Jones(3)

  60   30.03.15  1y 9m   10         10    6    6   LOGO  1y 9m

 

   13    13      

Alain Dromer

  62   01.10.13  3y 3m   10         10    6    6   LOGO  1y 1m

 

   12    12      

Annemarie Durbin

  53   13.01.16  11m   10         10    6    5   LOGO  11m

 

   12    12      

Genevieve Shore

  47   18.05.15  1y 7m   10         8    6    5   LOGO  1y 4m

 

   12    10      

Banco Santander nominated

Non-Executive Directors

 

 

Ana Botín

  56   01.12.10  6y 1m   10         10    6    

 

2

 

 

 

                  

Bruce Carnegie-Brown

  57   01.10.12  4y 3m   10         10    6    5   LOGO  4y 3m   12    

 

12

 

 

 

     

Juan Rodríguez Inciarte(4)

  64   01.12.04  12y 1m   10         10    6    5   LOGO  1y 4m   13    

 

12

 

 

 

     

Peter Jackson

  41   01.04.16  9m   7         7    5    

 

5

 

 

 

                  

Manuel Soto

  76   01.11.13  3y 2m   10         10    6    

 

6

 

 

 

                  

José María Fuster

  58   

 

01.12.04

(01.04.16

 

 

 

 11y 4m   3         3                           

Executive Directors

 

Nathan Bostock

  56   19.08.14  2y 4m   10         10    6    

 

6

 

 

 

                  

Total

                                                     

(1)Appointed Chair on 30 March 2015.
(2)Senior Independent Director since 18 May 2015.
(3)Amounts shown related to pay as an Executive Director. Pay received after stepping down as an Executive Director was classed as pay as Key Management Personnel as defined in Note 41 of the Consolidated Financial Statements.Deemed financial expert.
(4)Additional benefit in kind of £11,000 paid in 2015 in respect of 2014 service.Deputy Chair.
(5)Nathan Bostock joined the Company on 19 August 2014.
(6)Stephen Jones stepped down as an Executive Director on 31 October 2015.
(7)Steve Pateman stepped down as an Executive Director on 2 October 2015.
(8)Ana Botín stepped down as an Executive Director on 29 September 2014.
(9)José María Nus stepped down as an Executive Director on 1 April 2014.

(5) Non-Executive Directors are reimbursed for any expenses incurred in performing their role and any related tax cost on

such reimbursement.

(6) In addition to the above fees, Shriti Vadera was entitled to taxable benefits as follows: private medical cover of

£588 (2015: £413) and transportation of £29,149 (2015: £21,544).

(7) Expenses for Chris Jones includes reimbursement of expenses and related tax costs incurred to preserve the independence

of the external auditors upon their appointment arising from a previous relationship.

(8) Information presented for Santander UK plc.

(9) Includes ad hoc meetings.

 

 

188158    Santander UK plc


          Corporate  Directors’    
            

Directors

 

  

Governance

Report

  

Remuneration

Report

  

Directors’ Report

 

   

 

 

 

 

Policy for all employees

Our performance, reward and benefits approach supports and drives our business strategy and reinforces our values in the context of a clearly articulated Risk Appetite. We apply a consistent approach to reward for all employees. Employees are entitled to a base salary and benefits, and have the opportunity to receive an element of performance-related compensation, subject to their role and reward band. The maximum opportunity of performance-related compensation available is based on the seniority and responsibility of the role. In addition, a small minority of roles have benefited from a non-consolidated allowance. The operation of such allowances was reviewed in 2015 in light of regulatory developments.

Relative importance of spend on pay

The table below sets out the amounts and percentage change in profit and total employee costs for 2015 and 2014.

External consultants

In carrying out their responsibilities, the Committee seeks independent external advice as necessary. 2015 saw a change of independent advisers as a result of a recommendation to appoint PwC as Santander UK’s auditors for the accounting period from 1 January 2016, subject to approval at our 2016 AGM. Therefore, the services of PwC to the Committee ceased on 31 October 2015. After that date, the Committee sought advice and assistance from Kepler, a brand of Mercer LLC, on all remaining matters pertaining to 2015. Fees (exclusive of VAT) for services provided during the financial year did not exceed £417,000 for PwC and £60,000 for Kepler.

 

Relative importance of spend on pay                     
     2015     2014     Change 
      £m     £m     % 

Prot before tax

     1,342       1,399       -4%  

Total employee costs

     1,118       1,091       2%  
  Board Audit Committee   Board Remuneration Committee   Board Nomination Committee   Total Non-Executive fees (audited) (5-8)      
                
     Meetings (9)          Meetings (9)          Meetings (9)               2016   2015 
  Membership  eligible to   Meetings (9)   Membership  eligible to   Meetings (9)   Membership  eligible to   Meetings (9)           Total   Total 
                             tenure  attend   attended   tenure  attend   attended   tenure  attend   attended   Fees   Expenses   £000   £000 

    

 

                            LOGO  2y   5    

 

5

 

 

 

   650    -    650    650 

    

 

  LOGO  1y 4m   13    11   LOGO  1y 4m

LOGO  3y

 

   11    11   LOGO  3y   5    5    230    14    244    189 
  LOGO  1y 4m   13    13   LOGO  1y 4m   11    11   LOGO  1y 4m   5    5    200    -    200    

 

69

 

 

 

  

LOGO  1y 6m

LOGO  1y 9m

 

   13    13   LOGO  1y 4m   11    11   LOGO  1y 7m   5    5    200    30    230    137 
  

LOGO  3y

 

   10    10   LOGO  3y   11    11                 165    19    184    150 
  

LOGO  11m

 

   10    10   LOGO  11m   11    11                 165    -    165    - 
  

LOGO  1y 4m

 

   10    8   LOGO  1y 4m   11    9                 165    1    166    81 

    

 

                            LOGO  1y 5m

 

   5    4    -    -    -    - 
               LOGO  4y 3m   11    11   LOGO  3y 9m

 

   5    5    -    -    -    36 
                                          

 

115

 

 

 

   33    148    - 
                                          -    

 

-

 

 

 

   -    - 
  LOGO  3y   10    10                              

 

115

 

 

 

   22    137    115 
                                          

 

-

 

 

 

   -    -    29 

    

 

                                          -    

 

-

 

 

 

   -    - 
                                          2005    119    

 

2,124

 

 

 

   2,107 

LOGO

LOGO

Directors at 31 December 2016

or appointed post year-end

Chair of Committee (y = years, m = months)

Committee Member (y = years, m = months)

 

 

Highest paid senior executivesSantander UK plc    159


Annual Report 2016

Governance

Directors’ report

Introduction

The remuneration ofDirectors have pleasure in submitting their report together with the eight highest paid senior executivesfinancial statements for the year ended 31 December 20152016. The information in the Directors’ Report is detailed below. Senior executive officers are defined as membersunaudited, except where marked.

History and corporate structure

Santander UK plc (incorporated on 12 September 1988) is a subsidiary of Banco Santander SA, a Spanish retail and commercial bank with a meaningful market share in ten core countries in Europe and the Americas. Santander UK was formed from the acquisition of three former building societies Abbey National, Alliance & Leicester, and Bradford & Bingley and has been operating under a single brand since 2010. The ordinary shares of the Executive Committee (excluding Executive Directors).Company are not traded. A list of the subsidiaries of the Company, where they are incorporated, their registered office and details of branches is provided in the Shareholder information section of the Consolidated Financial Statements. Note 36 provides details of the Company’s share capital.

Structural relationship of Santander UK with Banco Santander – the ‘subsidiary model’

Individuals    

1

£000

     

2

£000

     

3

£000

     

4

£000

     

5

£000

     

6

£000

     

7

£000

     

8

£000

 

Fixed remuneration (including any

     732       799       825       703       609       637       564       595  

non-cash and taxable benefits)

                                

Buy-out award(1)

                                 24                       

Variable remuneration (cash – paid)

     205       120       103       94       121       93       110       95  

Variable remuneration (cash – deferred)

     307       181       155       141       182       140       165       142  

2015 remuneration

     1,244       1,100       1,083       938       936       870       839       832  

LTIP

     146       102       74       68       86       70       68       62  

Severance award

 

     _       _       _       _       _       _       _       _  

Banco Santander operates a ‘subsidiary model’. This involves autonomous units, such as Santander UK, operating in core markets, with each unit being responsible for its own liquidity, funding and capital management on an ongoing basis. The model is designed to minimise the risk to Banco Santander, and all its units, from problems arising elsewhere in Banco Santander. The subsidiary model means that Banco Santander SA has no obligation to provide any liquidity, funding or capital assistance, to any of these units, although it enables Banco Santander SA to take advantage selectively of opportunities.

Under the subsidiary model, Santander UK plc generates funding and liquidity through retail and corporate deposits, as well as its own debt programmes and facilities. Santander UK plc does this by relying on the strength of its own balance sheet and profitability. It does not rely on any guarantees from Banco Santander SA, any subsidiaries of the Banco Santander group outside the Santander UK group, or any of its own subsidiaries.

Related party transactions with companies in the Banco Santander group are managed on an arm’s length commercial basis. Transactions which are not in the ordinary course of business must be approved in advance by the Santander UK Board.

The subsidiary model gives Santander UK considerable financial flexibility, yet enables it to continue to take advantage of significant synergies and strengths that come from being part of the global Banco Santander group, in brand, products, systems, platforms, development capacity and management capability. In the subsidiary model, Banco Santander facilitates the sharing of best practice and provides common technology, operations and support services to all of its subsidiaries via independent operating entities, themselves established by Banco Santander SA so as to be able to continue operating as viable standalone businesses.

UK Group Framework

Santander UK operates a UK Group Framework of corporate governance which defines our responsibilities and relationship with Banco Santander SA, our sole shareholder. This provides Banco Santander with the oversight and controls they need whilst discharging our responsibilities in the UK. The UK Group Framework sets out, amongst other elements:

 

(1)Buy-outThe principle that at least 50% of deferred performance related payments in connection with previous employment.

Annual Report 2015

Governance

Board and Committee

membership, tenure, attendance and remuneration

           Board           Board Risk Committee    
                            
                      Unscheduled          Schedule        
           Meetings          meetings   Unscheduled      Meetings   Schedule    
     Appointed  Tenure to  eligible to      Meetings   eligible to   meetings   Membership  eligible to   Meetings    
Name     Age      (Resigned)  year end  attend       attended   attend   attended   tenure  attend   attended                       

Chair

Shriti Vadera(1)

 53   01.01.15   1y   11        11     2     

 

2

 

  

 

                

Lord Burns

 71   

 

01.12.01

(30.03.15

  

 13y 4m   3        3                            

Independent Non-Executive

Directors

Scott Wheway(2)

 49   01.10.13   2y 3m   11        11     2     2    LOGO 2y   12     

 

10

 

  

 

   

Ed Giera

 53   19.08.15   4m   4        4              LOGO 2m

LOGO 4m

   4     4     

Chris Jones(3)

 

 59   30.03.15   9m   8        8     2     2    LOGO 9m   9     

 

9

 

  

 

   

Alain Dromer

 61   01.10.13   2y 3m   11        11     2     1    LOGO 1m        

 

 

  

 

   

Annemarie Durbin

 52   

 

13.01.16

 

  

 

                           LOGO               

Genevieve Shore

 46   18.05.15   7m   7        6     1     1    LOGO 4m   4     

 

4

 

  

 

   

Mike Amato

 59   

 

01.08.13

(31.12.15

  

 2y 5m   11        9     2     2    LOGO  2y 3m   12     11     

Roy Brown(4)(5) (6)

 69   

 

21.10.08

(31.12.15

  

 7y 2m   11        11     2     1    LOGO  7y 2m   12     11     

Rosemary Thorne(3)

 63   

 

01.07.06

(30.06.15

  

 9y   6        5     2         LOGO  9y   6     6     

Banco Santander nominated

Non-Executive Directors

Ana Botín(7)

 55   01.12.10   5y 1m   11        11     

 

2

 

  

 

                     

Bruce Carnegie-Brown(8)

 56   01.10.12   3y 3m   11        11     2     2    LOGO  3y 1m

LOGO 3y 3m

   12     11     

José María Fuster

 57   01.12.04   11y 1m   11        10     

 

2

 

  

 

   2                  

Juan Rodríguez Inciarte(9)

 63   01.12.04   11y 1m   11        11     

 

2

 

  

 

   1    LOGO 4m   4     4     

Manuel Soto

 75   01.11.13   2y 2m   11        11     

 

2

 

  

 

   2                  

José María Carballo

 71   

 

01.12.04

(30.03.15

  

 10y 4m   3        3              LOGO  3y 3m   3     3     

Antonio Escámez

 64   

 

01.10.12

(31.12.15

  

 3y 3m   11        11     2     2    LOGO  2y 7m   12     10     

Executive Directors

Nathan Bostock

 55   

 

19.08.14

 

  

 

 1y 4m

 

   11        11     2     2                  

Stephen Jones(10)

 51   

 

06.03.12

(31.10.15

  

 3y 8m   9        8     2     2                  

Steve Pateman(11)

 52   

 

01.06.11

(02.10.15

  

 4y 4m   8        8     2     2                  

Total

 

                                                

(1)Appointed Chair on 30 March 2015.
(2)Senior Independent Director since 18 May 2015.
(3)Deemed financial expert.
(4)Previously a director of Alliance & Leicester plc since April 2007.
(5)Chair ofthe Board Remuneration Committee to 1 September 2015should be INEDs and member until 31 December 2015.
(6)Previously on Board Audit and Risk Committee since October 2008.
(7)the other 50% either Executive Director and CEO from 1 December 2010 to 29 September 2014.
(8)Resigned as Chair of Board Risk Committee on 26 October 2015 but remains a member.
(9)Deputy Chairman.
(10)Stepped down as CFO and Executive Director on 31 October 2015 and leftDirectors or Banco Santander UK on 9 December 2015.
(11)Stepped down as an Executive Director on 2 October 2015 and left Santander UK on 31 December 2015.
(12)In addition to the above fees,nominated Non-Executive Directors are reimbursed expenses that are incurred for business reasons. Any tax that arises on these reimbursed expenses is paid by Santander UK. Aggregate expenses, inclusive of tax paid by Santander UK, for 2015 were £115,382 (2014: £162,723).
(13)In addition to the above fees, Shriti Vadera is entitled to taxable benefits as follows: private medical cover of £413 (2014: £nil) and transportation of £21,544 (2014: £nil).
(14)In addition to the above fees, Lord Burns was entitled to taxable benefits as follows: transportation of £4,222 (2014: £23,694).

 

Unless otherwise stated,The definition of independence, in recognition of our ownership, is a Director who has no current or recent relationship with Banco Santander and Santander UK, other than through the UK Board role. Under this definition the Chair is considered independent

The manner in which the Chair, Chief Executive Officer, other Executive Directors, INEDs, and Banco Santander nominated Non-Executive Directors do not receive any otherwill be appointed

The iterative process by which strategy and annual budgets will be approved by Banco Santander and the Santander UK Board

How remuneration from the Company.of key executives will be determined.

Result and dividends

The consolidated profit after tax for the year was £1,319m (2015: £964m). The Directors do not recommend the payment of a final dividend for 2016 (2015: £nil). Two interim dividends were declared on the Company’s ordinary shares in issue during the year. The first dividend of £317m was declared on 30 June 2016 and paid on 30 September 2016, the second dividend of £276m

 

 

190160    Santander UK plc


          Corporate  Directors’    
            

Directors

 

  

Governance

Report

  

Remuneration

Report

  

Directors’ Report

 

   

 

 

 

                                            Total Non-Executive 
  Board Audit Committee   Board Remuneration Committee   Board Nomination Committee   fees (audited) (12-14) 
                
     Meetings         Meetings          Meetings             
  Membership  eligible to   Meetings   Membership eligible to   Meetings   Membership  eligible to   Meetings   2015   2014 
                     tenure  attend   attended   tenure attend   attended   tenure  attend   attended   £000   £000 

    

  

                           LOGO  1y

 

   11     11     650       
                           LOGO  3y 6m

 

   3     3     158     600  

    

  

  LOGO  4m   4     4    LOGO  4m

LOGO  2y

  9     9    LOGO  2y   12     12     189     155  
  LOGO  4m   4     4    LOGO  4m  4     3    LOGO  4m

 

   4     4     

 

69

 

  

 

     
  LOGO  6m

LOGO  9m

 

   10     10    LOGO  4m  4     4    LOGO  7m   7     7     

 

137

 

  

 

     
  LOGO  2y   13     13    LOGO  2y  9     9    LOGO  1y 7m

 

   7     7     150     155  
  LOGO              LOGO                                  
  LOGO  4m   4     4    LOGO  4m  4     4                  81       
               LOGO  2y  9     6    LOGO  1y 7m

 

   7     7     149     155  
               LOGO  6y  9     8    LOGO  3y 10m

 

   7     7     160     175  
  LOGO  9y   6     6                LOGO  3y 9m

 

   6     5     98     195  

    

  

                           LOGO  5m

 

   5     4            
  LOGO  2y 8m   5     4    LOGO  3y 3m  9     7    LOGO  2y 9m

 

   12     12     36     215  
                                         

 

 

  

 

     
                           LOGO  3y 10m

 

   7     7            
  LOGO  2y   13     13                              

 

115

 

  

 

   115  
                                         

 

29

 

  

 

   115  
                                         

 

86

 

  

 

     

    

  

                                         

 

 

  

 

     
                                         

 

 

  

 

     
                                         

 

 

  

 

     
                                         

 

2,107

 

  

 

   1,880  

LOGO Directors at 31 December 2015For aggregate Directors’ remuneration, see Note 41 to the Consolidated Financial Statements
or appointed post year end
LOGO  Chair of Committee (y = years, m = months)
LOGO  Committee Member (y = years, m = months)
LOGO  

Appointed in 2016

Directors resigned during the year
LOGO  Chair of Committee (y = years, m = months)
LOGO  Committee Member (y = years, m = months)

Annual Report 2015

Governance

Chair and Non-Executive Directors’ remuneration

The Chair’s fee is reviewed and approved by the Committee. The fees paid to Non-Executive Directors are reviewed and approved by the Executive Directors and the Chair. Fees are reviewed annually taking into account information on fees paid in similar companies, as well as the time commitment for the role. Non-Executive Directors are paid a base fee, with an additional supplement for serving on or chairing a Board Committee.

The fee policy is reviewed annually. Non-Executive Directors’ fees were revised with effect from 1 September 2015 resulting in removal of the fee for membership of the Board Nomination Committee, and an increase to the fees for Chair and members of the Board Remuneration Committee to £60,000 and £25,000 respectively (2014: £40,000 and £20,000). This reflects the heightened governance role of the Remuneration Committee. A market-competitive fee of £30,000 was agreed for the introduction in 2015 of the role of the Senior Independent Director. The 2015 fee structure is shown in the table below.

All Non-Executive Directors and the Chair serve under letters of appointment and either party can terminate on three months’ written notice, except in the case of the Chair where twelve months’ written notice is required. Neither the Chair nor the Non-Executive Directors have the right to compensation on the early termination of their appointment beyond payment in lieu of notice at the option of the Company. In addition, neither the Chair nor the Non-Executive Directors are eligible for pension scheme membership, bonus or incentive arrangements.

Chair and Board Committee

member fees

  

Board

 

 

£000

   

Board

Risk

Committee

£000

   

Board

Audit

Committee

£000

   

Board

Remuneration

Committee

£000

   

Board

Nomination

Committee

£000

 

Chair (inclusive of membership fee)

 

   

 

650

 

  

 

   

 

60

 

  

 

   

 

60

 

  

 

   

 

60

 

  

 

   

 

 

  

 

Member

   90     25     25     25       

192  Santander UK plc


LOGOFor highest paid Director details, see Note 41 to the Consolidated Financial Statements
LOGO For Executive remuneration, see pages 154 to 159
CorporateDirectors’
LOGO For Non-Executive remuneration, see pages 157 to 159
LOGO For pension scheme details, see Note 34 to the Consolidated Financial Statements
LOGO For related party transactions, see Note 42 to the Consolidated Financial Statements
LOGO 

Directors

Governance

Report

Remuneration

Report

Directors’ Report

For our Risk review, see pages 32 to 128

Directors’ report

Introduction

The Directors have pleasure in submitting their report together with the financial statements for the year ended 31 December 2015. The information in the Directors’ Report is unaudited, except where marked.

History and corporate structure

Santander UK plc is a subsidiary of Banco Santander SA, a retail and commercial bank based in Spain. Santander UK was formed from the acquisition of three former building societies Abbey National, Alliance & Leicester, and Bradford & Bingley. The ordinary shares of the Company are not traded. A list of the subsidiaries of the Company, the nature of each subsidiary’s business and details of branches is provided in the Shareholder information section. Note 36 to the Consolidated Financial Statements provides details of the Company’s share capital.

Structural relationship of Santander UK with the Banco Santander group – the ‘subsidiary model’

The Banco Santander group operates a ‘subsidiary model’. This involves autonomous units, such as Santander UK, operating in core markets, with each unit being responsible for its own liquidity, funding and capital management on an on-going basis. The model is designed to minimise the risk to the Banco Santander group, and all its units, from problems arising elsewhere in the Banco Santander group. The subsidiary model means that Banco Santander SA has no obligation to provide any liquidity, funding or capital assistance, although it enables Banco Santander to take advantage selectively of opportunities. As a PRA regulated entity, Santander UK is expected to satisfy the PRA liquidity and capital requirements on a standalone basis.

Under the subsidiary model, Santander UK plc primarily generates funding and liquidity through UK retail and corporate deposits, as well as in the financial markets through its own debt programmes and facilities to support its business activities and liquidity requirements. It does this by relying on the strength of its own balance sheet and profitability, and its own network of investors. It does not rely on a guarantee from Banco Santander SA or any other member of the Banco Santander group, other than certain of the Company’s own subsidiaries and its immediate holding company, Santander UK Group Holdings plc to generate this funding or liquidity. Santander UK does not raise funds to finance other members of the Banco Santander group or guarantee the debts of other members of the Banco Santander group and its immediate holding company, Santander UK Group Holdings plc.

Exposures to other Banco Santander group members are established and managed on an arm’s length commercial basis. All intra-group transactions are monitored by the Board Risk Committee and transactions which are not in the ordinary course of business must be pre-approved by the Santander UK Board. In addition, is subject to PRA limits on exposures to, and on liquidity provided to, other members of the Banco Santander group.

The subsidiary model gives Santander UK considerable financial flexibility, yet enables it to continue to take advantage of significant synergies and strengths that come from being part of the global Banco Santander group, in brand, products, systems, platforms, development capacity and management capability. In the subsidiary model, the Banco Santander group facilitates the sharing of best practice and provides common technology, operations and support services to all of its subsidiaries via independent operating entities, themselves established by Banco Santander SA so as to be able to continue operating as viable standalone businesses.

Result and dividends

The consolidated profit after tax for the year was £964m (2014: £1,110m). The Directors do not recommend the payment of a final dividend for 2015 (2014: £nil). Three interim dividends were declared on the Company’s ordinary shares in issue during the year. The first dividend of £0.6m was declared and paid on 24 March 2015, the second dividend of £324m was declared on 23 June 201522 December 2016 and paid on 28 September 2015. The third dividend of £102m was declared on 16 December 2015 and is expected towill be paid in March 2016.2017.

Details of Santander UK’s activities and business performance during 2015,2016, together with an indication of future outlook, are set out in the Strategic report on pages 12 to 43 and the Financial review on pages 54 to 34.31.

Events after the balance sheet date

There have been no material post balance sheet events.

Directors

The names and biographical details of the current Directors are shown on pages 162130 to 166.

134. Particulars of their emoluments and interests in shares can be found in the Directors’ Remuneration Reportimplementation report on pages 184156 to 192.

157. Changes to the composition of the Board can be found on pages 190158 to 191,159, with further details in the Chair’s report on Corporate Governance, on pages 167135 to 170,138, and each of the Committee Chair’s report on each Committeereports on pages 171, 173, 178,139, 141, 146, and 184.152.

Appointment and retirement of Directors

All Directors are appointed and retired in accordance with the Company’s Articles of Association, and the UK Companies Act 2006. 2006 and the UK Group Framework.

The Company does not require the Directors to offer themselves for re-election every year, or that new Directors appointed by the Board offer themselves for election at the next Annual General Meeting. The appointmentsappointment of Ana Botín, Bruce Carnegie-Brown, Antonio Escámez, José María Carballo, José María Fuster, Juan Rodríguez Inciarte, and Manuel Soto werePeter Jackson was proposed by Banco Santander. No Directors’ service contracts provide for benefits on termination, except in the case of redundancy of an Executive Director as stated on page 187.

Annual Report 2015

Governance

LOGO

For aggregate Directors’

remuneration see Note 41

LOGO

For highest paid Director details

see Note 41 to the Consolidated

Financial Statements

LOGO

For Executive remuneration see

pages 186 to 189

LOGO

For Non-Executive remuneration

see pages 190 to 192

LOGO

For pension scheme details see

Note 34 to the Consolidated

Financial Statements

LOGO

For related party transactions see

Note 42 to the Consolidated

Financial Statements

LOGO

For our Risk review see pages 35

to 160

Directors’ indemnities

In addition to DirectorsDirectors’ and OfficersOfficers’ liability insurance cover in place throughout 2015,2016, individual deeds of indemnity were also in place to provide cover to the Directors for liabilities to the maximum extent permitted by law. These remain in force for the duration of the Director’sDirectors’ period of office from the date of appointment. The Directors of the Company, including former Directors who resigned during the year, benefit from these deeds of indemnity. They constitute qualifying third party indemnity provisions for the purposes of the Companies Act 2006.

Deeds for existing Directors are available for inspection at the Company’s registered office.

The Company has also granted an indemnity which constitutes ‘qualifying third party indemnity provisions’ to the Directors of its subsidiary and associated companies, including former Directors who resigned during the year and since the year-end.

Qualifying pension scheme indemnities were also granted to the Trustees of the Santander UK group’s pension schemes.

Employees

We continue to ensure that our remuneration policies are consistent with our strategic objectives and are designed with the long-term success of the Company in mind. In doing so we aim to attract and retain the most talented and committed people with first class development schemes and a customer-focused culture that empowers people, values individuality and encourages collaboration. A highly motivated and engaged workforce provides the best service for our customers.

Communication

Santander UK wants to involve and inform employees on matters that affect them. The intranet is a focal point for communications with daily updates on what is happening across Santander. The ‘We are Santander’ website connects staff to all the information they need about working for Santander UK. Santander UK also uses face-to-face communication, such as team meetings, regional roadshows and annual staff conventions for strategic updates. All these channels are designed to keep employees fully informed of news and developments which may have an impact on them, and to keep them up to date on financial, economic and other factors which affect Santander UK’s performance. Santander UK considers employees’ opinions and asks for their views on a range of issues through regular Company-wide surveys.

Consultation

Santander UK has a successful history of working in partnership with its recognised trade unions, Advance and the Communication Workers Union (CWU). Both trade unions are affiliated to the Trades Union Congress. We consult Advance and the CWU on significant proposals and change initiatives within the business at both national and local levels.

Santander UK plc    161


Annual Report 2016

Governance

Employee share ownership

Santander UK continues to operate two all-employee, HMRC-approved share schemes: a Save-As-You-Earn (Sharesave) Scheme and a Share Incentive Plan (SIP), the latter of which allows employees to purchase Banco Santander SA shares from gross salary. Eligible senior management can participate in a Banco Santander long-term incentive plan. See Note 40 to the Consolidated Financial Statements for a description of the plans and the related costs and obligations.

Disability

Santander UK is committed to equality of access and quality of service for disabled people and embraces the spirit of the UK Equality Act 2010 throughout its business operations.

Santander UK has processes in place to help train, develop, retain and promote employees with disabilities. It is committed to giving full and fair consideration to applications for employment made by disabled people, having particular regard to their particular aptitudes and abilities, and for continuing the employment of employees who have become disabled by arranging appropriate training and making reasonable adjustment within the workplace.

CO2 emissions

This year CO2emissions, measured in CO2equivalent tonnes, have decreased by 22% year on year to 12,468 tonnes. CO2from fuel has decreased by 11% to 5,817 tonnes in 2016, CO2from business travel has decreased by 31% to 6,650 tonnes in 2016 and output per employee tonne has reduced by 27% to 0.52 tonnes in 2016.

Code of Ethical Conduct

Santander UK is committed to maintaining high ethical standards – adhering to laws and regulations, conducting business in a responsible way and treating all stakeholders with honesty and integrity. These principles are further reflected in Santander UK’s Code of Ethical Conduct publishedas updated in March 2014, whichDecember 2015. This sets out the standards expected of all employees, and supports The Santander Way and Santander UK’s commitment to being Simple, Personal and Fair.

Under their terms and conditions of employment, staff are required to act at all times with the highest standards of business conduct in order to protect Santander UK’s reputation and ensure a companyCompany culture which is free from any risk of corruption, compromise or conflicts of interest. Staff are also required to comply with all Company policies, including the Anti-Bribery and Corruption Policy.policies.

These terms and conditions require that employees must:to:

 

Abide by all relevant laws and regulations

Act with integrity in all their business actions on behalf of Santander UK

Not use their authority or office for personal gain

Conduct business relationships in a transparent manner

Reject all improper practices or dealings to which they may be exposed to.exposed.

The SEC requires companies to disclose whether they have a code of ethics that applies to the CEO and senior financial officers which promotes honest and ethical conduct, full, fair, accurate, timely and understandable disclosures, compliance with applicable governmental laws, rules and regulations, prompt internal reporting of violations and accountability for adherence to such a code of ethics.

Santander UK meets these requirements through its Code of Ethical Conduct, the Anti-Bribery and Corruption Policy, the Whistleblowing Policy, the FCA’s Principles for Business, and the FCA’s Principles and Code of Practice for Approved Persons, with which the CEO and senior financial officers must comply. These include requirements to manage conflicts of interest appropriately and to disclose any information the FCA may want to know about.

Santander UK provides a copy of these documents to anyone, free of charge, on application to the address on page 321.

Consultation

Santander UK has a successful history of working in partnership with its recognised trade unions, Advance and the Communication Workers Union (CWU). Both trade unions are affiliated to the Trades Union Congress. We consult Advance and the CWU on significant proposals and change initiatives within the business at both national and local levels.Group Holdings plc, 2 Triton Square, Regent’s Place, London NW1 3AN.

Political contributions

In 20152016 and 2014,2015, no contributions were made for political purposes and no political expenditure was incurred.

Share capital

Details about the structure of the Company’s capital, including the rights and obligations attaching to each class of share in the Company, can be found in Note 36 to the Consolidated Financial Statements.

Details of employee share schemes and how rights are exercisable can be found in Note 40 to the Consolidated Financial Statements.

The powers of the Directors in relation to share capital are set out in the Company’s Articles of Association as determined by the Companies Act 2006.

Subsidiaries and branches

The Santander UK group consists of a parent company, Santander UK plc, incorporated in the United Kingdom and a number of directly and indirectly held subsidiaries and associates. Santander UK directly or indirectly holds 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, a subsidiary of Santander UK plc, also has a branch office in the United States and the Cayman Islands. Santander UK plc has branches in the Isle of Man and in Jersey. For further information see Note 21 to the Consolidated Financial Statements and ‘Subsidiaries, joint ventures and associates’ in the Shareholder information section of this Annual Report.

Financial instruments

The financial risk management objectives and policies of Santander UK, the policy for hedging, and the exposure of Santander UK to credit risk, market risk, and liquidity risk are outlined in the Risk review.

Research and development

Santander UK has a comprehensive product approval process and policy. New products, campaigns and business initiatives are reviewed by Santander UK’s Product Approval and Oversight Committee.

 

 

 

194162    Santander UK plc


          Corporate  Directors’    
            

Directors

 

  

Governance

Report

  

Remuneration

Report

  

Directors’ Report

 

   

 

 

 

Subsidiaries and branches

The Santander UK group consists of a parent company, Santander UK plc, incorporated in the United Kingdom and a number of subsidiaries and associates held directly and indirectly by it. Santander UK 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, a subsidiary of Santander UK plc, also has a branch office in the US and the Cayman Islands. Santander UK plc has branches in the Isle of Man and in Jersey. For further information see Note 21 to the Consolidated Financial Statements.

Financial instruments

The financial risk management objectives and policies of Santander UK, the policy for hedging, and the exposure of Santander UK to credit risk, market risk, and liquidity risk are outlined in the Risk review.

Research and development

Santander UK has a comprehensive product approval process and policy. New products, campaigns and business initiatives are reviewed by Santander UK’s Product Approval and Oversight Committee.

Supervision and regulation

Santander UK is authorised by the PRA and regulated by the FCA and the PRA. VariousSome of its subsidiaries and associates are also authorised by the PRA or the FCA and regulated by the FCA and/or the PRA.

While Santander UK operates primarily in the UK, it is also subject to the laws and regulations of the other jurisdictions in which it operates, such as the requirements of the SEC for its activities in the US.

The key regulatory requirements as related to its material risk factors (including supervision and regulatory risks and risks relating to taxation) are described in the Risk factors section on pages 299 to 320.

Internal controls

Risk management and internal controls

The Board and its Committees are responsible for reviewing and ensuring the effectiveness of management’s system of risk management and internal controls.

We have carried out a robust assessment of the principal risks facing the Company, (as set out in ‘How we define risk’ on page 34 of the Risk review,) including those that would threaten its business model, future performance, solvency or liquidity.

For further details see the Risk review on pages 35 to 160.

Management’s report on internal control over financial reporting

Internal control over financial reporting is a component of an overall system of internal control. Santander UK’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting, and the preparation and fair presentation of financial statements for external purposes in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board and endorsed by the European Union.

Santander UK’s internal control over financial reporting includes:

Policies and procedures that relate to the maintenance of records that fairly and accurately reflect the transactions and dispositions of assets

Controls providing reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with IFRS, and that receipts and expenditures are being made only as authorised by management

Controls providing reasonable assurance regarding prevention or timely detection of unauthorised acquisition, and use orof disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or because the degree of compliance with policies or procedures may deteriorate.

Management is responsible for establishing and maintaining adequate internal control over the financial reporting of Santander UK. Management assessed the effectiveness of Santander UK’s internal control over financial reporting at 31 December 20152016 based on the criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in May 2013 (the 2013 Framework). Santander UK adopted the 2013 Framework from 15 December 2014.

Based on this assessment, management believes that,concluded, at 31 December 2015,2016, that Santander UK’s internal control over financial reporting was effective.

Disclosure controls and procedures over financial reporting

Santander UK has evaluated, with the participation of its CEO and CFO, the effectiveness of Santander UK’s disclosure controls and procedures at 31 December 2015.2016. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon Santander UK’s evaluation, the CEO and the CFO have concluded that, at 31 December 2015,2016, Santander UKUK’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by Santander UK in the reports that Santander UKit files and submits under the US Securities Exchange Act of 1934 is recorded, processed, summarizedsummarised and reported within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to Santander UK’s management, including the CEO and CFO, as appropriate, to allow timely decisions regarding disclosure.

Changes in internal control over financial reporting

There were no changes to our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Going concern

The going concern of Santander UK is reliant on preserving a sufficient level of capital and adequately funding the balance sheet. Santander UK’s business activities and financial position, together with the factors likely to affect its future development and performance, are set out in the Financial review on pages 54 to 34.31. Santander UK’s objectives, policies and processes for managing the financial risks to which it is exposed, including capital, funding and liquidity, are described in the Risk review. The risk factors which could materially affect Santander UK’s future performance are described in the Risk factors section on pages 299 to 320.

Annual Report 2015

Governance

In assessing going concern, the Directors take account of all information of which they are aware about the future, which is at least, but is not limited to, 12 months from the date that the balance sheet is signed.

TheIn making their going concern assessment, the information considered by the Directors includes Santander UK’s results forecasts and projections, estimated capital, funding and liquidity requirements, contingent liabilities, and possible economic, market and product developments, taking account of reasonably possible changes in trading performance. For capital, funding and liquidity purposes, Santander UK operates on a stand-alonestandalone basis and is subject to regular and rigorous monitoring by external parties. The Directors review the outputs of stress testing as part of the approval processes for the ICAAP, the ILAAP, our Risk Appetite and regulatory stress tests. We exceeded the Bank of England’s 20152016 stress test threshold requirement.

The Directors consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements.

Santander UK plc    163


Annual Report 2016

Governance

Statement of Compliance

The UK Corporate Governance Code

The Board confirms that, for the year ended 31 December 2015,2016, Santander UK has applied those principles and provisions of the UK Corporate Governance Code 2014, as appropriate given its ownership structure.

BBA Code for Financial Reporting Disclosure

Santander UK’s financial statements for the year ended 31 December 20152016 have been prepared in compliance with the principles of the BBA Code for Financial Reporting Disclosure.

Directors’ responsibilities

The Directors are responsible for preparing the Annual Report including the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. The Directors are required by the International Accounting Standards (IAS) Regulation to prepare the group financial statements under IFRS, as adopted by the EU, and have also elected to prepare the parent company financial statements in accordance with IFRS, as adopted by the EU. The financial statements are also required by law to be properly prepared in accordance with the UK Companies Act 2006 and Article 4 of the IAS Regulation. In addition, in order to meet certain US requirements, the Directors are required to prepare Santander UK’s financial statements in accordance with IFRS, as issued by the International Accounting Standards Board (IASB).

The Directors are responsible for ensuring the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss presented and that the management report (comprising the Strategic report and the Directors’ Report), includes a fair review of the development and performance of the business and a description of the principal risks and uncertainties the business faces.

IAS 1 requires that financial statements present fairly, for each financial year, the Company’s financial position, financial performance and cash flows. This requires the faithful representation of the effects of transactions, and other events and conditions, in accordance with the definitions and recognition criteria for assets, liabilities, income and expenses set out in the IASB’s Framework for the preparation and presentation of financial statements. In virtually all circumstances, a fair presentation will be achieved by compliance with all applicable IFRS. However, the Directors are also required to:

Properly select and apply accounting policies

Present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information

Provide additional disclosures when compliance with the specific requirements in IFRS are insufficient to enable users to understand the impact of particular transactions, other events and conditions on the entity’s financial position and financial performance

Make an assessment of the Company’s ability to continue as a going concern.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the UK Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on our website.

Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

Disclosure of information to Auditors

Each of the Directors at the date of approval of this report confirms that:

So far as the Director is aware, there is no relevant audit information of which Santander UK’s auditor is unaware

The Director has taken all steps that they ought to have taken as a Director to make himhimself or her selfherself aware of any relevant audit information and to establish that Santander UK’s auditor is aware of that information.

This confirmation is given and should be interpreted in accordance with the provisions of Section 418 of the UK Companies Act 2006.

Auditor

DeloittePricewaterhouseCoopers LLP have expressed their willingness to continue in office as auditor and a resolution to reappoint them will step down from their office of auditorbe proposed at the conclusion of theCompany’s forthcoming Annual General Meeting and the Board (at the recommendation of the Audit Committee) will recommend that Members appoint PricewaterhouseCoopers LLP from the conclusion of the meeting.Meeting.

By Order of the Board

/s/ Shaun Coles

LOGO

Marc Boston

Company Secretary

2422 February 20162017

2 Triton Square, Regent’s Place,

London NW1 3AN

 

 

 

196164    Santander UK plc


          Corporate  Directors’    
            

Directors

 

  

Governance

Report

  

Remuneration

Report

  

Directors’ Report

 

   

 

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Santander UK plc    165


Annual Report 20152016

Financial statements

 

 

 

Financial statements

 

 

 

198166    Santander UK plc


             Primary financial    Notes to the
              Audit reportstatements    

Independent

Auditor’s report

    Primary financial

    statements

Notes to the

financial statements

 

 

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of Santander UK plc

In our opinion, the accompanying consolidated balance sheet and the related consolidated income statement, statement of comprehensive income, consolidated cash flow statement, and consolidated statement of changes in equity present fairly, in all material respects, the financial position of Santander UK plc and its subsidiaries at 31 December 2016, and the results of their operations and their cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board and in conformity with International Financial Reporting Standards as adopted by the European Union. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Other Matter

We also have audited the adjustments to reflect the change in the composition of reportable segments, as described in Note 46. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2015 or 2014 financial statements of the Company other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2015 or 2014 financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP

London, UK

1 March 2017

Santander UK plc    167


Annual Report 2016

Financial statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Santander UK plc

We have audited, before the accompanyingeffects of the adjustments to retrospectively apply the changes in accounting discussed in Note 46 to the consolidated financial statements, the consolidated balance sheetssheet of Santander UK plc and subsidiaries (the Group) as at 31 December 2015, and 2014, and the related consolidated income statements, consolidated statements of comprehensive income, consolidated statements of changes in equity, and consolidated cash flow statements, for each of the three years in the period ended 31 December 2015, the related Notes 1 to 4846 and the information on page 36pages 32 to 160128 of the Risk review, except for those items marked as unaudited.unaudited, for the years ended December 31, 2015 and 2014. These consolidated financial statements are the responsibility of the Group’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Group is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such 2015 and 2014 consolidated financial statements, before the effects of the adjustments to retrospectively apply the changes in accounting discussed in Note 46 to the consolidated financial statements, present fairly, in all material respects, the financial position of Santander UK plc and subsidiaries as at 31 December 2015, and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, December 2015 and 2014, in conformity with International Financial Reporting Standards (IFRS) as adopted by the European Union and IFRS as issued by the International Accounting Standards Board (IASB).Board.

We were not engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the changes in accounting discussed in Note 46 to the consolidated financial statements and, accordingly, we do not express an opinion or any other form of assurance about whether such retrospective adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by other auditors.

/s/ Deloitte LLP

London, United KingdomUK

24 February 2016

 

 

Annual Report 2015

Financial statements

This page intentionally blank

200  Santander UK plc


Independent

Auditor’s report

    Primary financial

    statements

Notes to the

financial statements

This page intentionally blank

Annual Report 2015

Financial statements

CONSOLIDATED INCOME STATEMENT

For the years ended 31 December

      Notes    

2015

£m

     

2014

£m

     

2013

£m

 

Interest and similar income

    3     6,695       6,797       7,170  

Interest expense and similar charges

    3     (3,120)       (3,363)       (4,207)  

Net interest income

          3,575       3,434       2,963  

Fee and commission income

    4     1,115       1,095       1,058  

Fee and commission expense

    4     (400)       (356)       (300)  

Net fee and commission income

          715       739       758  

Net trading and other income

    5     283       297       308  

Total operating income

          4,573       4,470       4,029  

Operating expenses before impairment losses, provisions and charges

    6     (2,400)       (2,397)       (2,195)  

Impairment losses on loans and advances

    8     (66)       (258)       (475)  

Provisions for other liabilities and charges

    8     (762)       (416)       (250)  

Total operating impairment losses, provisions and charges

          (828)       (674)       (725)  

Profit from continuing operations before tax

         1,345       1,399       1,109  

Tax on profit from continuing operations

    9     (381)       (289)       (211)  

Profit from continuing operations after tax

         964       1,110       898  

Loss from discontinued operations after tax

    10     -       -       (8)  

Profit after tax for the year

          964       1,110       890  

Attributable to:

                

Equity holders of the parent

         939       1,110       890  

Non-controlling interests

    37     25       -       -  

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the years ended 31 December

      Notes    

2015

£m

     

2014

£m

     

2013

£m

 

Profit for the year

          964       1,110       890  

Other comprehensive income/(expense):

                

Other comprehensive income that may be reclassified to profit or loss subsequently:

                

Available-for-sale securities

                

- Net gains on available-for-sale securities

    20     14       235       15  

- Net losses/(gains) on available-for-sale securities transferred to profit or loss

         42       (208)       (46)  

- Tax on above items

    9     (2)       (6)       7  
           54       21       (24)  

Cash flow hedges:

                

- Net (losses)/gains on cash flow hedges

         (307)       44       (207)  

- Net losses on cash flow hedges transferred to profit or loss

         305       427       66  

- Tax on above items

    9     (6)       (99)       31  
           (8)       372       (110)  

Exchange differences on translation of foreign operations

          (5)       (4)       -  

Net other comprehensive income/(expense) that may be reclassified to profit or loss subsequently

          41       389       (134)  

Other comprehensive income that will not be reclassified to profit or loss subsequently:

                

  Remeasurement of defined benefit pension obligations

    34     319       132       (564)  

  Tax on above item

    9     (89)       (27)       113  

Net other comprehensive income/(expense) that will not be reclassified to profit or loss subsequently

          230       105       (451)  

Total other comprehensive income/(expense) for the year net of tax

          271       494       (585)  

Total comprehensive income for the year

          1,235       1,604       305  

Attributable to:

                

Equity holders of the parent

         1,209       1,604       305  

Non-controlling interests

    37     26       -       -  

The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

202  Santander UK plc


Independent

Auditor’s report

    Primary financial

    statements

Notes to the

financial statements

CONSOLIDATED BALANCE SHEET

At 31 December

      Notes    

2015

£m

     

2014

£m

 

Assets

            

Cash and balances at central banks

         16,842       22,562  

Trading assets

    12     23,961       21,700  

Derivative financial instruments

    13     20,911       23,021  

Financial assets designated at fair value

    14     2,398       2,881  

Loans and advances to banks

    15     3,548       2,057  

Loans and advances to customers

    16     198,045       188,691  

Loans and receivables securities

    19     52       118  

Available-for-sale securities

    20     9,012       8,944  

Macro hedge of interest rate risk

         781       963  

Interests in other entities

    21     48       38  

Intangible assets

    22     2,231       2,187  

Property, plant and equipment

    23     1,597       1,624  

Current tax assets

         49       -  

Retirement benefit assets

    34     556       315  

Other assets

    25     1,375       876  

Total assets

          281,406       275,977  

Liabilities

            

Deposits by banks

    26     8,278       8,214  

Deposits by customers

    27     164,074       153,606  

Trading liabilities

    28     12,722       15,333  

Derivative financial instruments

    13     21,508       22,732  

Financial liabilities designated at fair value

    29     2,016       2,848  

Debt securities in issue

    30     49,615       51,790  

Subordinated liabilities

    31     3,885       4,002  

Macro hedge of interest rate risk

         110       139  

Other liabilities

    32     2,335       2,302  

Provisions

    33     870       491  

Current tax liabilities

         1       69  

Deferred tax liabilities

    24     223       59  

Retirement benefit obligations

    34     110       199  

Total liabilities

          265,747       261,784  

Equity

            

Share capital and other equity instruments

    36     4,911       4,244  

Share premium

    36     5,620       5,620  

Retained earnings

         4,679       4,056  

Other reserves

          314       273  

Total shareholders’ equity

         15,524       14,193  

Non-controlling interests

    37     135       -  

Total equity

          15,659       14,193  

Total liabilities and equity

          281,406       275,977  

The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

The Financial Statements were approved and authorised for issue by the Board on 24 February 2016 and signed on its behalf by:

LOGOLOGO
Nathan BostockAntonio Roman
Chief Executive OfficerChief Financial Officer
Company Registered Number: 2294747

Annual Report 2015

Financial statements

CONSOLIDATED CASH FLOW STATEMENT

For the years ended 31 December

      Notes    

2015

£m

     

2014

£m

     

2013

£m

 

Cash flows (used in)/from operating activities

                

Profit for the year

         964       1,110       890  

Adjustments for:

                

Non-cash items included in profit

         1,841       1,306       1,618  

Change in operating assets

         (9,990)       (11,662)       17,616  

Change in operating liabilities

         4,292       4,475       (15,951)  

Corporation taxes paid

         (419)       (149)       (118)  

Effects of exchange rate differences

          (585)       (613)       702  

Net cash flow (used in)/from operating activities

    38     (3,897)       (5,533)       4,757  

Cash flows (used in)/from investing activities

                

Investments in other entities

    21, 46     (109)       -       (18)  

Purchase of property, plant and equipment and intangible assets

    22, 23     (356)       (506)       (339)  

Proceeds from sale of property, plant and equipment and intangible assets

         40       71       99  

Purchase of available-for-sale securities

         (2,021)       (4,236)       (2,904)  

Proceeds from sale and redemption of available-for-sale securities

          1,928       526       3,344  

Net cash flow (used in)/from investing activities

          (518)       (4,145)       182  

Cash flows (used in)/from financing activities

                

Issue of Perpetual Capital Securities

    36     750       800       -  

Issue of debt securities

         13,267       19,936       25,469  

Issuance costs of debt securities

         (33)       (26)       (20)  

Repayment of debt securities

         (16,098)       (20,310)       (32,880)  

Repurchase of other equity instruments

    36     (99)       (274)       (275)  

Dividends paid on ordinary shares

    11     (575)       (447)       (665)  

Dividends paid on preference shares classified in equity

    11     (2)       (19)       (19)  

Dividends paid on Reserve Capital Instruments

    11     (21)       (21)       (21)  

Dividends paid on Perpetual Preferred Securities

    11     -       -       (17)  

Dividends paid on Perpetual Capital Securities

    11     (103)       -       -  

Net cash flow used in financing activities

          (2,914)       (361)       (8,428)  

Net decrease in cash and cash equivalents

          (7,329)       (10,039)       (3,489)  

Cash and cash equivalents at beginning of the year

         27,363       37,179       41,639  

Effects of exchange rate changes on cash and cash equivalents

          317       223       (971)  

Cash and cash equivalents at the end of the year

    38     20,351       27,363       37,179  

The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

204  Santander UK plc


Independent

Auditor’s report

    Primary financial

    statements

Notes to the

financial statements

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended 31 December

     Other reserves      
   Notes  

Share capital
& other
equity
instruments

£m

  

Share
premium

£m

  

Available
for sale

£m

  

Cash flow
hedging

£m

  

Foreign
currency
translation

£m

  

Retained

earnings(1)

£m

  

Total

£m

  

Non-

controlling
interests

£m

  

Total

£m

 

1 January 2015

   4,244    5,620    (2)    262    13    4,056    14,193    —      14,193  

Total comprehensive income/(expense) for the year:

          

- Profit for the year

   -    -    -    -    -    939    939    25    964  

- Other comprehensive income/(expense) for the year:

          

- Net gains on available-for-sale securities

   -    -    14    -    -    -    14    -    14  

- Net losses on available-for-sale securities transferred to profit or loss

   -    -    42    -    -    -    42    -    42  

- Net losses on cash flow hedges

   -    -    -    (307)    -    -    (307)    -    (307)  

- Net losses on cash flow hedges transferred to profit or loss

   -    -    -    305    -    -    305    -    305  

- Remeasurement of defined benefit pension obligations

  34    -    -    -    -    -    318    318    1    319  

- Exchange differences on translation of foreign operations

   -    -    -    -    (5)    -    (5)    -    (5)  

- Tax on other comprehensive income/(expense)

   -    -    (2)    (6)    -    (89)    (97)    -    (97)  
Other comprehensive income/(expense) for the year, net of tax      -    -    54    (8)    (5)    229    270    1    271  

Acquisition of subsidiary with non-controlling interests

  46    -    -    -    -    -    -    -    109    109  

Issue of Perpetual Capital Securities

  36    750    -    -    -    -    -    750    -    750  

Repurchase of other equity instruments

  36    (83)    -    -    -    -    (16)    (99)    -    (99)  

Tax on other equity instruments

  36    -    -    -    -    -    24    24    -    24  

Dividends on ordinary shares

  11    -    -    -    -    -    (427)    (427)    -    (427)  

Dividends on other equity instruments

  11    -    -    -    -    -    (126)    (126)    -    (126)  

31 December 2015

      4,911    5,620    52    254    8    4,679    15,524    135    15,659  

1 January 2014

   3,709    5,620    (23)    (110)    17    3,377    12,590    -    12,590  

Total comprehensive income/(expense) for the year:

          

- Profit for the year

   -    -    -    -    -    1,110    1,110    -    1,110  

- Other comprehensive income/(expense) for the year:

          

- Net gains on available-for-sale securities

   -    -    235    -    -    -    235    -    235  

- Net gains on available-for-sale securities transferred to profit or loss

   -    -    (208)    -    -    -    (208)    -    (208)  

- Net gains on cash flow hedges

   -    -    -    44    -    -    44    -    44  

- Net losses on cash flow hedges transferred to profit or loss

   -    -    -    427    -    -    427    -    427  

- Remeasurement of defined benefit pension obligations

   -    -    -    -    -    132    132    -    132  

- Exchange differences on translation of foreign operations

   -    -    -    -    (4)    -    (4)    -    (4)  

- Tax on other comprehensive income/(expense)

   -    -    (6)    (99)    -    (27)    (132)    -    (132)  
Other comprehensive income/(expense) for the year, net of tax      -    -    21    372    (4)    105    494    -    494  

Issue of Perpetual Capital Securities

  36    800    -    -    -    -    -    800    -    800  

Repurchase of other equity instruments

  36    (265)    -    -    -    -    (9)    (274)    -    (274)  

Dividends on ordinary shares

  11    -    -    -    -    -    (487)    (487)    -    (487)  

Dividends on other equity instruments

  11    -    -    -    -    -    (40)    (40)    -    (40)  

31 December 2014

      4,244    5,620    (2)    262    13    4,056    14,193    -    14,193  

1 January 2013

   3,999    5,620    1    -    17    3,405    13,042    -    13,042  

Total comprehensive income/(expense) for the year:

          

- Profit for the year

   -    -    -    -    -    890    890    -    890  

- Other comprehensive income/(expense) for the year:

          

- Net gains on available-for-sale securities

   -    -    15    -    -    -    15    -    15  

- Net gains on available-for-sale securities transferred to profit or loss

   -    -    (46)    -    -    -    (46)    -    (46)  

- Net losses on cash flow hedges

   -    -    -    (207)    -    -    (207)    -    (207)  

- Net losses on cash flow hedges transferred to profit or loss

   -    -    -    66    -    -    66    -    66  

- Remeasurement of defined benefit pension obligations

   -    -    -    -    -    (564)    (564)    -    (564)  

- Tax on other comprehensive income/(expense)

   -    -    7    31    -    113    151    -    151  
Other comprehensive income/(expense) for the year, net of tax      -    -    (24)    (110)    -    (451)    (585)    -    (585)  

Repurchase of other equity instruments

  36    (290)    -    -    -    -    15    (275)    -    (275)  

Dividends on ordinary shares

  11    -    -    -    -    -    (425)    (425)    -    (425)  

Dividends on other equity instruments

  11    -    -    -    -    -    (57)    (57)    -    (57)  

31 December 2013

      3,709    5,620    (23)    (110)    17    3,377    12,590    -    12,590  
(1)Includes capital redemption reserve of £21m (2014: £265m, 2013: £nil) arising from the purchase of £300m fixed/floating rate non-cumulative callable preference shares in 2013, 2014 and 2015.

    The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

Annual Report 2015

Financial statements

COMPANY BALANCE SHEET

At 31 December

      Notes     

2015

£m

     

2014

£m

 

Assets

            

Cash and balances at central banks

         14,562       18,102  

Derivative financial instruments

     13       3,302       3,412  

Financial assets designated at fair value

     14       60       83  

Loans and advances to banks

     15       18,962       6,073  

Loans and advances to customers

     16       181,608       170,211  

Loans and receivables securities

     19       4,991       4,598  

Available-for-sale securities

     20       7,828       6,405  

Macro hedge of interest rate risk

         (35)       7  

Interests in other entities

     21       5,203       5,366  

Intangible assets

     22       2,017       1,986  

Property, plant and equipment

     23       1,266       1,260  

Current tax assets

         198       208  

Retirement benefit assets

     34       537       311  

Other assets

     25       1,159       783  

Total assets

            241,658       218,805  

Liabilities

            

Deposits by banks

     26       28,268       12,553  

Deposits by customers

     27       189,291       183,788  

Derivative financial instruments

     13       3,028       2,154  

Debt securities in issue

     30       -       112  

Subordinated liabilities

     31       3,951       4,065  

Macro hedge of interest rate risk

         (5)       -  

Other liabilities

     32       2,073       2,028  

Provisions

     33       815       436  

Deferred tax liabilities

     24       176       26  

Retirement benefit obligations

     34       110       199  

Total liabilities

            227,707       205,361  

Equity

            

Share capital and other equity instruments

     36       4,911       4,244  

Share premium

     36       5,620       5,620  

Retained earnings

         3,354       3,557  

Other reserves

            66       23  

Total shareholders’ equity

            13,951       13,444  

Total liabilities and equity

            241,658       218,805  

The accompanying Notes to the Financial Statements form an integral part of these Financial Statements.

The Financial Statements were approved and authorised for issue by the Board on 24 February 2016 and signed on its behalf by:

LOGOLOGO
Nathan BostockAntonio Roman
Chief Executive OfficerChief Financial Officer

Company Registered Number: 2294747

206168    Santander UK plc


         Independent    Primary financial    Notes to the
              Auditor’s ReportAudit report    statements    

financial statements    

 

    

COMPANY CASH FLOW STATEMENT

For the years ended 31 December

      Notes    

2015

£m

     

2014

£m

     

2013

£m

 

Cash flows (used in)/from operating activities

                

Profit/(loss) for the year

         115       1,346       225  

Adjustments for:

                

Non-cash items included in profit

         1,603       2,166       2,424  

Change in operating assets

         (15,710)       50,829       22,447  

Change in operating liabilities

         22,083       (98,441)       (4,826)  

Corporation taxes paid

         (132)       (59)       (87)  

Effects of exchange rate differences

          (104)       66       (182)  

Net cash flow (used in)/from operating activities

    38     7,855       (44,093)       20,001  

Cash flows (used in)/from investing activities

                

Investment in other entities

    21     -       -       (1,084)  

Purchase of property, plant and equipment and intangible assets

    22,23     (313)       (372)       (320)  

Proceeds from sale of property, plant and equipment and intangible assets

         28       13       38  

Purchase of available-for-sale securities

         (2,021)       (4,236)       (1,680)  

Proceeds from sale and redemption of available-for-sale securities

          617       109       -  

Net cash flow used in investing activities

          (1,689)       (4,486)       (3,046)  

Cash flows (used in)/from financing activities

                

Issue of Perpetual Capital Securities

         750       800       -  

Issue of debt securities

         1,059       -       907  

Issuance costs of debt securities

         (6)       -       (3)  

Repayment of debt securities

         (1,251)       (342)       (227)  

Repurchase of preference shares

         (99)       (274)       (275)  

Dividends paid on ordinary shares

    11     (575)       (447)       (665)  

Dividends paid on Perpetual Preferred Securities

    11     -       -       (17)  

Dividends paid on preference shares classified in equity

    11     (2)       (19)       (19)  

Dividends paid on Reserve Capital Instruments

    11     (21)       (21)       (21)  

Dividends paid on Perpetual Capital Securities

    11     (103)       -       -  

Net cash flow used in financing activities

          (248)       (303)       (320)  

Net (decrease)/increase in cash and cash equivalents

          5,918       (48,882)       16,635  

Cash and cash equivalents at beginning of the year

          22,035       70,917       54,282  

Cash and cash equivalents at the end of the year

    38     27,953       22,035       70,917  

The accompanying Notes to the Financial Statements form an integral part of these Financial Statements.

 

 

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Santander UK plc    169


Annual Report 20152016

Financial statements

 

 

 

COMPANY STATEMENT OF CHANGES IN EQUITY

For the years ended 31 December

 

      Notes     

Share capital
and other
equity
instruments

£m

     

Share premium

£m

     

Available

for sale

£m

     

Cash flow
hedging

£m

     

Retained
earnings

£m

     

Total

£m

 

1 January 2015

         4,244       5,620       23       -       3,557       13,444  

Total comprehensive income/(expenses) for the year:

                            

- Profit for the year

         -       -       -       -       115       115  

- Other comprehensive income/(expenses) for the year:

                            

- Net gains on available-for-sale securities

         -       -       10       -       -       10  

- Net losses on available-for-sale securities transferred to profit or loss

         -       -       40       -       -       40  

- Net gains on cash flow hedges

         -       -       -       74       -       74  

- Net gains on cash flow hedges transferred to profit or loss

         -       -       -       (81)       -       (81)  

- Remeasurement of defined benefit pension obligations

     34       -       -       -       -       316       316  

- Tax on other comprehensive income

            -       -       (1)       1       (89)       (89)  

Other comprehensive income for the year, net of tax

            -       -       49       (6)       227       270  

Issue of Perpetual Capital Securities

     36       750       -       -       -       -       750  

Repurchase of other equity instruments

     36       (83)       -       -       -       (16)       (99)  

Dividends on ordinary shares

     11       -       -       -       -       (427)       (427)  

Dividends on other equity instruments

     11       -       -       -       -       (126)       (126)  

Tax on repurchase of other equity instruments

            -       -       -       -       24       24  

31 December 2015

            4,911       5,620       72       (6)       3,354       13,951  

1 January 2014

         3,709       5,620       -       -       2,617       11,946  

Total comprehensive income/(expenses) for the year:

                            

- Profit for the year

         -       -       -       -       1,346       1,346  

- Other comprehensive income/(expenses) for the year:

                            

- Net gains on available-for-sale securities

         -       -       257       -       -       257  

- Net gains on available-for-sale securities transferred to profit or loss

         -       -       (228)       -       -       (228)  

- Other movements

         -       -       -       -       21       21  

- Remeasurement of defined benefit pension obligations

     34       -       -       -       -       136       136  

- Tax on other comprehensive income/(expenses)

            -       -       (6)       -       (27)       (33)  

Other comprehensive income for the year, net of tax

            -       -       23       -       130       153  

Issue of Perpetual Capital Securities

     36       800       -       -       -       -       800  

Repurchase of other equity instruments

     36       (265)       -       -       -       (9)       (274)  

Dividends on ordinary shares

     11       -       -       -       -       (487)       (487)  

Dividends on other equity instruments

     11       -       -       -       -       (40)       (40)  

31 December 2014

            4,244       5,620       23       -       3,557       13,444  
                     -          

1 January 2013

         3,999       5,620       (2)       -       3,310       12,927  

Total comprehensive income/(expenses) for the year:

                            

- Profit for the year

         -       -       -       -       225       225  

- Other comprehensive income/(expenses) for the year:

                            

- Net gains on available-for-sale securities

         -       -       2       -       -       2  

- Remeasurement of defined benefit pension obligations

     34       -       -       -       -       (564)       (564)  

- Tax on other comprehensive income

            -       -       -       -       113       113  
Other comprehensive income/(expenses) for the year, net of tax            -       -       2       -       (451)       (449)  

Repurchase of other equity instruments

     36       (290)       -       -       -       15       (275)  

Dividends on ordinary shares

     11       -       -       -       -       (425)       (425)  

Dividends on other equity instruments

     11       -       -       -       -       (57)       (57)  

31 December 2013

            3,709       5,620       -       -       2,617       11,946  

The accompanying Notes to the Financial Statements form an integral part of these Financial Statements.

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208170    Santander UK plc


         Independent    Primary financial    Notes to the
              Auditor’s ReportAudit report    statements    

financial statements    

 

 

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Santander UK plc    171


Annual Report 2016

Financial statements

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172    Santander UK plc


Primary financialNotes to the
Audit reportstatements

financial statements    

CONSOLIDATED INCOME STATEMENT

For the years ended 31 December

                                                                                                
      Notes    

2016

£m

     

2015

£m

     

2014

£m

 

Interest and similar income

    3     6,467      6,695      6,797 

Interest expense and similar charges

    3     (2,885)      (3,120)      (3,363) 

Net interest income

          3,582      3,575      3,434 

Fee and commission income

    4     1,188      1,115      1,095 

Fee and commission expense

    4     (418)      (400)      (356) 

Net fee and commission income

          770      715      739 

Net trading and other income

    5     443      283      297 

Total operating income

          4,795      4,573      4,470 

Operating expenses before impairment losses, provisions and charges

    6     (2,414)      (2,400)      (2,397) 

Impairment losses on loans and advances

    8     (67)      (66)      (258) 

Provisions for other liabilities and charges

    8     (397)      (762)      (416) 

Total operating impairment losses, provisions and charges

          (464)      (828)      (674) 

Profit before tax

         1,917      1,345      1,399 

Tax on profit

    9     (598)      (381)      (289) 

Profit after tax for the year

          1,319      964      1,110 

 Attributable to:

                

Equity holders of the parent

         1,292      939      1,110 

Non-controlling interests

    37     27      25      - 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the years ended 31 December

                                                                                                
      Notes    

2016

£m

     

2015

£m

     

2014

£m

 

Profit for the year

          1,319      964      1,110 

Other comprehensive income:

                

Other comprehensive income that may be reclassified to profit or loss subsequently:

                

Available-for-sale securities:

                

- Change in fair value

    19     127      14      235 

- Income statement transfers

         (115)      42      (208) 

- Taxation

    9     (16)      (2)      (6) 
           (4)      54      21 

Cash flow hedges:

                

- Effective portion of changes in fair value

         4,365      (307)      44 

- Income statement transfers

         (4,076)      305      427 

- Taxation

    9     (72)      (6)      (99) 
           217      (8)      372 

Currency translation on foreign operations

          (3)      (5)      (4) 

Net other comprehensive income that may be reclassified to profit or loss subsequently

          210      41      389 

Other comprehensive income that will not be reclassified to profit or loss subsequently:

                

  Pension remeasurement

    34     (528)      319      132 

  Taxation

    9     133      (89)      (27) 

Net other comprehensive income that will not be reclassified to profit or loss subsequently

          (395)      230      105 

Total other comprehensive income for the year net of tax

          (185)      271      494 

Total comprehensive income for the year

          1,134      1,235      1,604 

Attributable to:

                

Equity holders of the parent

         1,107      1,209      1,604 

Non-controlling interests

    37     27      26      - 

The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

Santander UK plc    173


Annual Report 2016

Financial statements

CONSOLIDATED BALANCE SHEET

At 31 December

                                                                        
      Notes    

2016

£m

     

2015

£m

 

Assets

            

Cash and balances at central banks

         17,107      16,842 

Trading assets

    11     30,035      23,961 

Derivative financial instruments

    12     25,471      20,911 

Financial assets designated at fair value

    13     2,140      2,398 

Loans and advances to banks

    14     4,348      3,548 

Loans and advances to customers

    15     199,738      198,045 

Loans and receivables securities

    18     257      52 

Available-for-sale securities

    19     10,561      9,012 

Held-to-maturity investments

    20     6,648      - 

Macro hedge of interest rate risk

         1,098      781 

Interests in other entities

    21     61      48 

Intangible assets

    22     2,316      2,231 

Property, plant and equipment

    23     1,491      1,597 

Current tax assets

         -      49 

Retirement benefit assets

    34     398      556 

Other assets

    25     1,473      1,375 

Total assets

          303,142      281,406 

Liabilities

            

Deposits by banks

    26     9,769      8,278 

Deposits by customers

    27     177,172      164,074 

Trading liabilities

    28     15,560      12,722 

Derivative financial instruments

    12     23,103      21,508 

Financial liabilities designated at fair value

    29     2,440      2,016 

Debt securities in issue

    30     50,346      49,615 

Subordinated liabilities

    31     4,303      3,885 

Macro hedge of interest rate risk

         350      110 

Other liabilities

    32     2,871      2,335 

Provisions

    33     700      870 

Current tax liabilities

         54      1 

Deferred tax liabilities

    24     128      223 

Retirement benefit obligations

    34     262      110 

Total liabilities

          287,058      265,747 

Equity

            

Share capital and other equity instruments

    36     4,904      4,911 

Share premium

    36     5,620      5,620 

Retained earnings

         4,886      4,679 

Other reserves

          524      314 

Total shareholders’ equity

         15,934      15,524 

Non-controlling interests

    37     150      135 

Total equity

          16,084      15,659 

Total liabilities and equity

          303,142      281,406 

The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

The Financial Statements were approved and authorised for issue by the Board on 22 February 2017 and signed on its behalf by:

    Nathan BostockAntonio Roman
    Chief Executive OfficerChief Financial Officer
Company Registered Number: 2294747

174    Santander UK plc


Primary financialNotes to the
Audit reportstatements

financial statements    

CONSOLIDATED CASH FLOW STATEMENT

For the years ended 31 December

      Notes    

2016

£m

     

2015

£m

     

2014

£m

 

Cash flows from operating activities

                

Profit for the year

         1,319      964      1,110 

Adjustments for:

                

Non-cash items included in profit

         876      1,841      1,306 

Change in operating assets

         (8,768)      (9,990)      (11,662) 

Change in operating liabilities

         21,200      4,292      4,475 

Corporation taxes paid

         (507)      (419)      (149) 

Effects of exchange rate differences

          3,885      (585)      (613) 

Net cash flows from operating activities

    38     18,005      (3,897)      (5,533) 

Cash flows from investing activities

                

Investments in other entities

    21     -      (109)      - 

Proceeds from disposal of subsidiaries

    21     149      -      - 

Purchase of property, plant and equipment and intangible assets

    22, 23     (374)      (356)      (506) 

Proceeds from sale of property, plant and equipment and intangible assets

         65      40      71 

Purchase of available-for-sale securities

         (2,870)      (2,021)      (4,236) 

Proceeds from sale and redemption of available-for-sale securities

         2,359      1,928      526 

Purchase of held-to-maturity investments

    20     (6,669)      -      - 

Net cash flows from investing activities

          (7,340)      (518)      (4,145) 

Cash flows from financing activities

                

Issue of AT1 Capital Securities

    36     -      750      800 

Issuance costs of AT1 Capital Securities

         -      -      - 

Issue of debt securities

         5,547      13,267      19,936 

Issuance costs of debt securities

         (17)      (33)      (26) 

Repayment of debt securities

         (11,352)      (16,098)      (20,310) 

Repurchase of other equity instruments

    36     (7)      (99)      (274) 

Dividends paid on ordinary shares

    10     (419)      (575)      (447) 

Dividends paid on other equity instruments

    10     (128)      (126)      (40) 

Dividends paid on non-controlling interests

    10     (12)      -      - 

Net cash flows from financing activities

          (6,388)      (2,914)      (361) 

Change in cash and cash equivalents

          4,277      (7,329)      (10,039) 

Cash and cash equivalents at beginning of the year

         20,351      27,363      37,179 

Effects of exchange rate changes on cash and cash equivalents

          1,077      317      223 

Cash and cash equivalents at the end of the year

    38     25,705      20,351      27,363 

The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

Santander UK plc    175


Annual Report 2016

Financial statements

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the years ended 31 December

                    Other reserves                         
    Notes    

Share capital &
other equity
instruments

£m

     

Share
premium

£m

     

Available-
for-sale

£m

     

Cash flow
hedging

£m

     

Currency
translation

£m

     

Retained

earnings(1)

£m

     

Total

£m

     

Non-

controlling
interests

£m

     

Total

£m

 

1 January 2016

       4,911      5,620      52      254      8      4,679      15,524      135      15,659 

Profit for the year

       -      -      -      -      -      1,292      1,292      27      1,319 

Other comprehensive income, net of tax:

                                      

- Available-for-sale securities

       -      -      (4)      -      -      -      (4)      -      (4) 

- Cash flow hedges

       -      -      -      217      -      -      217      -      217 

- Pension remeasurement

  34     -      -      -      -      -      (395)      (395)      -      (395) 

- Currency translation on foreign operations

        -      -      -      -      (3)      -      (3)      -  ��   (3) 

Total comprehensive income for the year

        -      -      (4)      217      (3)      897      1,107      27      1,134 

Repurchase of other equity instruments

  36     (7)      -      -      -      -      -      (7)      -      (7) 

Dividends on ordinary shares

  10     -      -      -      -      -      (593)      (593)      -      (593) 

Dividends on other equity instruments

  10     -      -      -      -      -      (128)      (128)      -      (128) 

Dividends on non-controlling interests

  10     -      -      -      -      -      -      -      (12)      (12) 

Tax on other equity instruments

  36     -      -      -      -      -      31      31      -      31 

31 December 2016

        4,904      5,620      48      471      5      4,886      15,934      150      16,084 

1 January 2015

       4,244      5,620      (2)      262      13      4,056      14,193      -      14,193 

Profit for the year

       -      -      -      -      -      939      939      25      964 

Other comprehensive income, net of tax:

                                      

- Available-for-sale securities

       -      -      54      -      -      -      54      -      54 

- Cash flow hedges

       -      -      -      (8)      -      -      (8)      -      (8) 

- Pension remeasurement

  34     -      -      -      -      -      229      229      1      230 

- Currency translation on foreign operations

        -      -      -      -      (5)      -      (5)      -      (5) 

Total comprehensive income for the year

        -      -      54      (8)      (5)      1,168      1,209      26      1,235 

Acquisition of subsidiary

       -      -      -      -      -      -      -      109      109 

Issue of AT1 Capital Securities

  36     750      -      -      -      -      -      750      -      750 

Repurchase of other equity instruments

  36     (83)      -      -      -      -      (16)      (99)      -      (99) 

Dividends on ordinary shares

  10     -      -      -      -      -      (427)      (427)      -      (427) 

Dividends on other equity instruments

  10     -      -      -      -      -      (126)      (126)      -      (126) 

Tax on other equity instruments

  36     -      -      -      -      -      24      24      -      24 

31 December 2015

        4,911      5,620      52      254      8      4,679      15,524      135      15,659 

1 January 2014

       3,709      5,620      (23)      (110)      17      3,377      12,590      -      12,590 

Profit for the year

       -      -      -      -      -      1,110      1,110      -      1,110 

Other comprehensive income, net of tax:

                                      

- Available-for-sale securities

       -      -      21      -      -      -      21      -      21 

- Cash flow hedges

       -      -      -      372      -      -      372      -      372 

- Pension remeasurement

       -      -      -      -      -      105      105      -      105 

- Currency translation on foreign operations

        -      -      -      -      (4)      -      (4)      -      (4) 

Total comprehensive income for the year

        -      -      21      372      (4)      1,215      1,604      -      1,604 

Issue of AT1 Capital Securities

  36     800      -      -      -      -      -      800      -      800 

Repurchase of other equity instruments

  36     (265)      -      -      -      -      (9)      (274)      -      (274) 

Dividends on ordinary shares

  10     -      -      -      -      -      (487)      (487)      -      (487) 

Dividends on other equity instruments

  10     -      -      -      -      -      (40)      (40)      -      (40) 

31 December 2014

        4,244      5,620      (2)      262      13      4,056      14,193      -      14,193 

(1)     Includes capital redemption reserve of £nil (2015: £21m, 2014: £265m) arising from the purchase of £300m fixed/floating rate non-cumulative callable preference shares in 2014, 2015 and 2016.

The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

176    Santander UK plc


Primary financialNotes to the
Audit reportstatements

financial statements    

COMPANY BALANCE SHEET

At 31 December

      Notes    

2016

£m

     

2015

£m

 

Assets

            

Cash and balances at central banks

         13,591      14,562 

Derivative financial instruments

    12     7,391      3,302 

Financial assets designated at fair value

    13     85      60 

Loans and advances to banks

    14     25,699      18,962 

Loans and advances to customers

    15     200,574      181,608 

Loans and receivables securities

    18     796      4,991 

Available-for-sale securities

    19     10,069      7,828 

Held-to-maturity investments

    20     6,648      - 

Macro hedge of interest rate risk

         198      (35) 

Interests in other entities

    21     4,486      5,203 

Intangible assets

    22     2,089      2,017 

Property, plant and equipment

    23     1,204      1,266 

Current tax assets

         137      198 

Retirement benefit assets

    34     384      537 

Other assets

    25     1,302      1,159 

Total assets

          274,653      241,658 

Liabilities

            

Deposits by banks

    26     19,741      28,268 

Deposits by customers

    27     194,674      189,291 

Derivative financial instruments

    12     3,440      3,028 

Financial liabilities designated at fair value

    29     321      - 

Debt securities in issue

    30     34,496      - 

Subordinated liabilities

    31     4,411      3,951 

Macro hedge of interest rate risk

         12      (5) 

Other liabilities

    32     2,504      2,073 

Provisions

    33     674      815 

Deferred tax liabilities

    24     70      176 

Retirement benefit obligations

    34     262      110 

Total liabilities

          260,605      227,707 

Equity

            

Share capital and other equity instruments

    36     4,904      4,911 

Share premium

    36     5,620      5,620 

Retained earnings

         3,449      3,354 

Other reserves

          75      66 

Total shareholders’ equity

          14,048      13,951 

Total liabilities and equity

          274,653      241,658 

The accompanying Notes to the Financial Statements form an integral part of these Financial Statements.

The profit after tax of the Company attributable to shareholders was £1,171m (2015: £115m). As permitted by Section 408 of the UK Companies Act 2006, the Company’s individual income statement has not been presented.

The Financial Statements were approved and authorised for issue by the Board on 22 February 2017 and signed on its behalf by:

    Nathan BostockAntonio Roman
    Chief Executive OfficerChief Financial Officer
Company Registered Number: 2294747

Santander UK plc    177


Annual Report 2016

Financial statements

COMPANY CASH FLOW STATEMENT

For the years ended 31 December

      Notes    

2016

£m

     

2015

£m

     

2014

£m

 

Cash flows from operating activities

                

Profit for the year

         1,171      115      1,346 

Adjustments for:

                

Non-cash items included in profit

         1,540      1,603      2,166 

Change in operating assets

         (18,334)      (15,710)      50,829 

Change in operating liabilities

         (2,603)      22,083      (98,441) 

Corporation taxes paid

         (393)      (132)      (59) 

Effects of exchange rate differences

          1,540      (104)      66 

Net cash flows from operating activities

    38     (17,079)      7,855      (44,093) 

Cash flows from investing activities

                

Purchase of property, plant and equipment and intangible assets

    22, 23     (337)      (313)      (372) 

Proceeds from sale of property, plant and equipment and intangible assets

         41      28      13 

Purchase of available-for-sale securities

         (2,870)      (2,021)      (4,236) 

Proceeds from sale and redemption of available-for-sale securities

         1,659      617      109 

Purchase of held-to-maturity investments

          (6,669)      -      - 

Net cash flows from investing activities

          (8,176)      (1,689)      (4,486) 

Cash flows from financing activities

                

Issue of AT1 Capital Securities

    36     -      750      800 

Issue of debt securities

         36,028      1,059      - 

Issuance costs of debt securities

         (6)      (6)      - 

Repayment of debt securities

         (3,822)      (1,251)      (342) 

Repurchase of other equity instruments

    36     (7)      (99)      (274) 

Dividends paid on ordinary shares

    10     (419)      (575)      (447) 

Dividends paid on other equity instruments

    10     (128)      (126)      (40) 

Net cash flows from financing activities

          31,646      (248)      (303) 

Change in cash and cash equivalents

          6,391      5,918      (48,882) 

Cash and cash equivalents at beginning of the year

          27,953      22,035      70,917 

Cash and cash equivalents at the end of the year

    38     34,344      27,953      22,035 

178    Santander UK plc


Primary financialNotes to the
Audit reportstatements

financial statements    

COMPANY STATEMENT OF CHANGES IN EQUITY

For the years ended 31 December

                                                                                                                                                                        
    Notes  

Share capital and
other equity
instruments

£m

   

Share premium

£m

   

Available-

for-sale

£m

   

Cash flow
hedging

£m

   

Retained
earnings

£m

   

Total

£m

 

1 January 2016

     4,911    5,620    72    (6)    3,354    13,951 

Profit for the year

     -    -    -    -    1,171    1,171 

Other comprehensive income, net of tax:

              

- Available-for-sale securities

     -    -    (20)    -    -    (20) 

- Cash flow hedges

     -    -    -    29    -    29 

- Pension remeasurement

  34   -    -    -    -    (386)    (386) 

Total comprehensive income for the year

      -    -    (20)    29    785    794 

Repurchase of other equity instruments

  36   (7)    -    -    -    -    (7) 

Dividends on ordinary shares

  10   -    -    -    -    (593)    (593) 

Dividends on other equity instruments

  10   -    -    -    -    (128)    (128) 

Tax on other equity instruments

      -    -    -    -    31    31 

31 December 2016

      4,904    5,620    52    23    3,449    14,048 

    

                                 

1 January 2015

     4,244    5,620    23    -    3,557    13,444 

Profit for the year

     -    -    -    -    115    115 

Other comprehensive income, net of tax:

              

- Available-for-sale securities

     -    -    49    -    -    49 

- Cash flow hedges

     -    -    -    (6)    -    (6) 

- Pension remeasurement

  34   -    -    -    -    227    227 

Total comprehensive income for the year

      -    -    49    (6)    342    385 

Issue of AT1 Capital Securities

  36   750    -    -    -    -    750 

Repurchase of other equity instruments

  36   (83)    -    -    -    (16)    (99) 

Dividends on ordinary shares

  10   -    -    -    -    (427)    (427) 

Dividends on other equity instruments

  10   -    -    -    -    (126)    (126) 

Tax on other equity instruments

      -    -    -    -    24    24 

31 December 2015

      4,911    5,620    72    (6)    3,354    13,951 

    

                                 

1 January 2014

     3,709    5,620    -    -    2,617    11,946 

Profit for the year

     -    -    -    -    1,346    1,346 

Other comprehensive income, net of tax:

              

- Available-for-sale securities

     -    -    23    -    -    23 

- Other movements

     -    -    -    -    21    21 

- Pension remeasurement

  34   -    -    -    -    109    109 

Total comprehensive income for the year

      -    -    23    -    1,476    1,499 

Issue of AT1Capital Securities

  36   800    -    -    -    -    800 

Repurchase of other equity instruments

  36   (265)    -    -    -    (9)    (274) 

Dividends on ordinary shares

  10   -    -    -    -    (487)    (487) 

Dividends on other equity instruments

  10   -    -    -    -    (40)    (40) 

31 December 2014

      4,244    5,620    23    -    3,557    13,444 

The accompanying Notes to the Financial Statements form an integral part of these Financial Statements.

Santander UK plc    179


Annual Report 2016

Financial statements

1. ACCOUNTING POLICIES

These financial statements are prepared for Santander UK plc (the Company) and the Santander UK plc group (the Santander UK group) under the UK Companies Act 2006. The principal activity of the Santander UK group is the provision of an extensive range of personal financial services, and a wide range of banking and financial services to personal, business and public sector customers.

Santander UK plc is a public limited company, incorporated in England and Wales having a registered office in England.at 2 Triton Square, Regent’s Place, London, NW1 3AN, phone number 0870-607-6000. It is an operating company undertaking banking and financial services transactions.

Basis of preparation

These financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries) made up to 31 December each year. The financial statements have been prepared on the going concern basis using 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, assets held for sale, retirement benefit obligations and cash-settled share based payments.share-based payments, where applicable. An assessment of the appropriateness of the adoption of the going concern basis of accounting is disclosed in the Directors’ statement of going concern set out in the Directors’ Report.

Compliance with International Financial Reporting Standards

The Santander UK group consolidated financial statementsConsolidated Financial Statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (IASB), including interpretations issued by the IFRS Interpretations Committee (IFRIC)(IFRS IC) of the IASB (together IFRS). The Santander UK group has also complied with its legal obligation to comply with International Financial Reporting Standards as adopted by the European Union as there are no applicable differences between the two frameworks for the periods presented.

The Company financial statements have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and as applied in accordance with the provision of the UK Companies Act 2006.

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 Reviewreview which form an integral part of these financial statements.

Future accounting developments

The Santander UK 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 Santander UK group:

 

a)IFRS 9 ‘Financial Instruments’ (IFRS 9) – In July 2014, the IASB issued the final version ofInternational Accounting Standards Board (IASB) approved IFRS 9 which includes the completion of all phases of the project to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’ as discussed below..

Phase 1: IFRS 9 sets out the requirements for recognition and measurement of financial instruments. The main new developments of the standard are discussed below.

Classification and measurement of financial assets and financial liabilities. Financialliabilities: Under IFRS 9, financial assets are classified on the basis of the business model within which they are held and their contractual cash flow characteristics. The standard also introduces a ‘fairThese factors determine whether the financial assets are measured at amortised cost, fair value through other comprehensive income’income or fair value through profit or loss. For many financial assets, the classification and measurement category for particular simple debt instruments.outcomes will be similar to IAS 39. However, under IFRS 9, embedded derivatives are not separated from host financial assets and equity securities are measured at fair value either through profit or loss or, in certain circumstances, an irrevocable election may be made to present fair value movements in other comprehensive income. The requirements for the classification and measurement of financial liabilities were carried forward unchanged from IAS 39, however, the requirements relating to the fair value option for financial liabilities were changed to address own credit risk and, in particular, the presentation of gains and losses within other comprehensive income. Based on the analysis performed to date, Santander UK generally expects:

-The vast majority of financial assets which are classified as loans and receivables under IAS 39 will be continue to be measured at amortised cost under IFRS 9;
-Most debt securities classified as available-for-sale financial assets will be measured at amortised cost or fair value through other comprehensive income, with some being measured at fair value through profit or loss;
-Treasury and other eligible bills classified as available-for-sale financial assets will be measured at amortised cost or fair value through other comprehensive income depending upon the business model in which they are held; and
-Certain loans currently designated at fair value through profit or loss under IAS 39 may be reclassified to amortised cost where they are held within a business model whose objective is to hold the assets to collect contractual cash flows and those cash flows represent solely payments of principal and interest on the principal outstanding.

Phase 2:

180    Santander UK plc


Primary financialNotes to the
Audit reportstatements

financial statements    

Impairment methodology.: IFRS 9 fundamentallyintroduces fundamental changes to the impairment requirements relating to the accounting for an entity’s expected credit losses on itsof financial assets measured at amortised cost or at fair value through other comprehensive income, lease receivables and certain commitments to extend credit.credit and financial guarantee contracts. It is no longer necessary for a credit eventlosses to have occurredbe incurred before credit losses are recognised. Instead, under IFRS 9, an entity always accounts for expected credit losses (ECLs), and any changes in those expected credit losses.ECLs. The amount of expected credit losses is updated at each reporting date to reflect changes in credit risk since initial recognition.

Phase 3: Hedge accounting. These requirements align hedge accounting more closely with risk management and establish a more principle-based approach to hedge accounting. Dynamic hedging of open portfolios is being dealt with as a separate project and until such time as that project is complete, entities can choose between applying the hedge accounting requirements of IFRS 9 or to continue to apply the existing hedge accounting requirements in IAS 39. The revised hedge accounting requirements in IFRS 9 are applied prospectively.

Annual Report 2015

Financial statements

The effective date of IFRS 9 is 1 January 2018. For annual periods beginning before 1 January 2018, an entity may elect to early apply only the requirements for the presentation of gains and losses on financial liabilities designated at fair value through profit or loss. At the date of publication of these Consolidated Financial Statements the standard is awaiting EU endorsement and the impact of the standard is currently being assessed. It is not yet practicable to quantify the effect of IFRS 9 on these Consolidated Financial Statements.

With reference to the expected credit loss (ECL) approach to impairment under IFRS 9 (Phase 2 above), the following sets out the general principles, a comparison of the current impairment and ECL approaches, specific modelling techniques and details of key responsibilities and accountabilities.

1.General principles: The current incurred credit loss provisioning approach applied in IAS 39 will be replaced with a forward looking expected loss impairment model under IFRS 9. ECL forecasts combine modelled estimates of a borrower’s probability of default and transaction estimates of exposure at default and loss given default that are discounted using the effective interest rate. Modelled ECLs will be informed by the best information available on forecasts of future macroeconomic credit conditions such as GDP, unemployment rates, house prices, etc. Existing risk management methodologies will be leveraged as a basis for calculating ECLs, with appropriate adjustments made to ensure estimates are forward looking. Modelling techniques are used to establish statistical relationships between macroeconomic data and the drivers of default and loss either for specific obligors, facilities, segments or portfolios.

2.How the current impairment approach compares with the new ECL approach: The key change compared to the current incurred credit loss provisioning approach is that the ECL approach must reflect both current and forecast changes in macroeconomic data over a horizon that extends from 12 months to the remaining life of the asset if a borrower’s credit risk is deemed to have deteriorated significantly at the reporting date compared to the origination date. These macroeconomic forecasts are required to beThe estimate of ECLs, should reflect an unbiased and probability weighted amountsprobability-weighted amount that is determined by evaluating a range of possible outcomes and considering reasonable and supportable information at the reporting date. Similar to the current incurred credit loss provisioning approach, management will exercise judgement as to whether additional adjustments are required in order to adequately reflect possible events or current conditions that could affect credit risk. Such adjustments

For financial assets, an ECL is the current value of the difference between the contractual cash flows owed to the entity according to the contract and the cash flows which the entity expects to receive. For undrawn loan commitments, an ECL is the current value of the difference between the contractual cash flows owed to the entity and the cash flows which the entity expects to receive if the loan is drawn.

An assessment of each facilities’ credit risk profile will determine whether they are expected to be temporaryallocated to one of three stages:

-Stage 1: when it is deemed there has been no significant increase in credit risk since initial recognition, a loss allowance equal to a 12-month ECL – i.e. the proportion of lifetime expected losses resulting from possible default events within the next 12-months - will be applied;
-Stage 2: when it is deemed there has been a significant increase in credit risk since initial recognition, but no credit impairment has materialised, a loss allowance equal to the lifetime ECL i.e. lifetime expected loss resulting from all possible defaults throughout the residual life of a facility – will be applied; and
-Stage 3: when the facility is considered credit impaired, a loss allowance equal to the lifetime ECL will be applied. Similar to incurred losses under IAS 39, objective evidence of credit impairment is required.

The assessment of whether a significant increase in nature ascredit risk has occurred since initial recognition involves the relevant factor or event becomes more clearly reflected in modelled ECL forecasts.

3.Specific modelling techniques to implementapplication of both quantitative measures and qualitative factors, requires management judgement and is a key aspect of the ECL approach: IFRS 9 forecasting models attempt to find stable relationships between historical observed defaultmethodology.

Hedge accounting: The general hedge accounting requirements align more closely with risk management practices and loss experience and macroeconomic variables over time. By modelling these relationships and measuring current values of each economic variable, forecasters can then apply conditional assumptions to form an expected future value of those variables. While these econometric models attempt to consistently capture correlations across economic variables, forecasts tendestablish a more principle-based approach thereby allowing hedge accounting to be closerapplied to actual outcomes during more benign periodsa wider variety of hedging instruments and risks. Macro hedge accounting is being dealt with as a separate project. Until such time as that project is complete, and to remove any potential conflict between any existing macro hedge accounting undertaken under IAS 39 and the new general hedge accounting requirements of IFRS 9, entities can choose to continue to apply the existing hedge accounting requirements in IAS 39. Based on the analysis performed to date, Santander UK group expects to continue IAS 39 hedge accounting. No changes are currently being implemented to hedge accounting policies and practices.

Transition: IFRS 9 has been endorsed for use in the economic cycle but can under/over predict when structural breaks occur in economic relationshipsEuropean Union. The mandatory effective date of IFRS 9 is 1 January 2018. The classification and measurement and impairment requirements will be applied retrospectively by adjusting the opening balance sheet at the date of initial application. There is no requirement to restate comparative information. For annual periods beginning before 1 January 2018, an entity may elect to early apply only the requirements for the presentation of gains and losses on financial liabilities designated at fair value through profit or when there is high uncertainty around conditioning assumptions, e.g. at peaks and troughs in the economic cycle.

4.Key responsibilities and accountabilities:loss. Santander UK has established annot elected to early apply the revised presentation of fair value gains and losses relating to its own credit risk on such liabilities in these Consolidated Financial Statements but may elect to apply this presentation in 2017. Santander UK is assessing the likely impacts of the new financial asset classification & measurement and impairment requirements. Upon the satisfactory completion of this work, including formal testing of the ECL models during 2017, Santander UK will quantify the indicative impact when that information is known or reasonably estimable, and by no later than the end of 2017. It is not yet practicable to quantify the effect of IFRS 9 steering group whichin these Consolidated Financial Statements.

With reference to the impairment under IFRS 9, the following additional information is accountableprovided in accordance with the recommendations of the Enhanced Disclosure Task Force (EDTF) published in their 30 November 2015 report entitled ‘Impact of Expected Credit Loss Approaches on Bank Risk Disclosures’ regarding applying the key principles within an expected credit loss (ECL) approach and the risk management organisation, processes and key functions.

How Santander UK interprets and intends to apply the key principles within an ECL approach

In forecasting ECLs, Santander UK is leveraging retail and corporate credit risk models used for underwriting, portfolio management and regulatory capital.

These credit risk measurement tools principally capture idiosyncratic (customer and facility) risk drivers and when transformed into 12-month probability of default (PD), exposure at default (EAD) and loss given default (LGD) estimates, form the basis for quantifying ECL.

Outputs from these models are incorporated into a new modelling framework developed for IFRS 9, implementation. which combines other factors that explicitly capture systemic effects (relating to changes in credit conditions) and the maturity of the exposure.

Systemic effects are accounted for by using the outputs of existing macroeconomic stress testing models as factors in the ECL calculation, while the addition of time related factors (such as time since last rating) enable the forecasting of risk, for each individual loan, to be extended over the lifetime of the exposure and reflect economic forecasts.

The steering groupability to forecast beyond 12 months is supportedfurther supplemented by the introduction of a new survival rate (SR) model which predicts the likelihood that an exposure will still be open and not defaulted at any point during its remaining life (accounting for the fact that a proportion of loans will redeem early).

Santander UK plc    181


Annual Report 2016

Financial statements

For term loans the output of the PD, EAD, LGD and SR models are multiplied together to derive a measure of ECL for each month to the end of the contractual period. The resulting ECL forecast is then discounted using the effective interest rate to reflect the time value of money. Summing each monthly ECL to the end of the contractual term gives the lifetime ECL, while the 12-month ECL is calculated by summing the first 12-monthly ECL values only. For revolving credit facilities the lifetime period is determined to be the point at which either the SR model predicts all exposures have closed or the ECL value is zero through the effects of early closure and discounting.

IFRS 9 ECLs will be based on macroeconomic inputs reflecting a set of scenarios that will incorporate, as a minimum; a base scenario, an upside scenario and a downside scenario based on various macroeconomic variables, e.g. GDP, house prices, unemployment rates, etc. Each scenario will be assigned a probability weighting that reflects the likelihood of occurrence. The resulting ECL for each scenario will be combined to give an unbiased, probability weighted ECL value.

The governance framework for generating and reviewing the scenarios and weights will be similar to the current processes to assess risk appetite and manage stress testing, which incorporate the views of subject matter experts across numerous business functions and a comparison with external benchmarks prior to running forecasting models. The process for monitoring control triggers, the performance of forecasting models, approving management judgments, etc., will also be similar to existing Santander UK governance processes.

IFRS 9 requires the calculation of ECL to be based on either possible defaults within a period of 12 months following the reporting date (12-month ECL) or defaults arising throughout the residual life of the exposure (Lifetime ECL). The forecast horizon will be determined according to a stage allocation assessment, whereby an underlying facility is assigned to one of three stages as set out above. The assessment of whether there has been significant increase in credit risk since initial recognition, for the purpose of moving exposures between stages, will incorporate a number of quantitative, qualitative and days past due ‘backstop’ tests. The determination incorporates a measure of the change in default risk between initial recognition and the reporting date.

Santander UK’s accounting policy for derecognition of financial assets is set out further below. If the contractual terms of a financial asset are modified, Santander UK will evaluate whether the cash flows of the modified asset are substantially different, and whether the contractual rights to cash flows from the original financial asset are deemed to have expired. In this case, the original financial asset will be derecognised and a new financial asset will be recognised.

Santander UK’s risk management organisation, processes and key functions

The implementation strategy for the new impairment process is structured around the following key phases:

1.Quantitative modellers determine appropriate data sources and modelling methodology;
2.An independent model validation team undertake a separate validation exercise, as per the existing model governance process;
3.The models and interpretations are assessed to ensure technical accounting compliance with the standard; and
4.Business analysts prepare design and functional specifications, which form the basis of the model build and processing framework, and undertake unit, functional and acceptance testing in preparation for go live implementation.

Established in 2015, the UK IFRS 9 Steering Group agreed an overarching governance process which ultimately reports into the Board Audit Committee. A number of cross-functional working groups responsiblehave been mobilised to opine and make proposals on model design and integration, technical accounting and implementation. Approvals and ratification are sought at a series of Management Committees and Forums, whilst key risks, issues, dependencies and progress against plans - aligned to material portfolios/ key design considerations - are tracked at the Steering Group.

Whilst still under consideration, we do not anticipate significant changes in the governance processes for complianceimpairment with the new accounting standard relatingexception of the need to model methodology, technical accounting, policiesapprove the economic scenarios and IT system design. Issues identified by the steering group that cannot be resolved are escalated to the appropriate Board committees.weights used in generating forward looking ECLs.

 

b)IFRS 15 ‘Revenue from Contracts with Customers’ (IFRS 15) – In May 2014, the IASB issued IFRS 15. The effective date of IFRS 15 is 1 January 2018. The standard establishes the principles that shall be applied in connection with revenue from contracts with customers including the core principle that the recognition of revenue must depict the transfer of promised goods or services to customers in an amount that reflects the entitlement to consideration in exchange for those goods and services. IFRS 15 applies to all contracts with customers but does not apply to lease contracts, insurance contracts, financial instruments and certain non-monetary exchanges. At the date of publication of these Consolidated Financial Statements the standard is awaiting EU endorsement. Whilst itIt is expected that a significant proportion of the Santander UK group’s revenue will be outside the scope of IFRS 15, the15. The impact of the standard is currently being assessed. Itassessed, however, it is not yet practicable to quantify the effect of IFRS 15 on these Consolidated Financial Statements.

 

c)IFRS 16 ‘Leases’ (IFRS 16) – In January 2016, the IASB issued IFRS 16. The standard is effective for annual periods beginning on or after 1 January 2019. Earlier adoption is permitted for entities that apply IFRS 15 at or before the date of initial application of IFRS 16. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure for both lessees and lessors. For lessee accounting, IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise a right-of-use asset representing its right to use the underlying leased asset and a lease liability representing its obligation to make lease payments for all leases with a term of more than 12 months, unless the underlying asset is of low value. For lessor accounting, IFRS 16 substantially carries forward the lessor accounting requirements from the existing leasing standard (IAS 17) and a lessor continues to classify its leases as operating leases or finance leases and to account for those two types of leases differently. At the date of publication of these Consolidated Financial Statements the standard is awaiting EU endorsement. The impact of the standard is currently being assessed, however, it is not yet practicable to quantify the effect of IFRS 16 on these Consolidated Financial Statements.

 

d)During 2015, the IASB published its exposure draft of amendments to IAS 19 ‘Employee Benefits’ and IFRIC 14 ‘IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’ which has provided additional clarity on the role of trustees’ rights in an assessment of the recoverability of a surplus in an employee pension fund. Having reviewed the trust deed and rules, management does not currently believe that the Santander UK group will be impacted by the proposed amendments but will continue to monitor their finalisation and evolving practice.

Comparative information

As required by US public company reporting requirements, these 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.

 

210182    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

Comparative information

As required by US public company reporting requirements, these 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.

Consolidation

a) Subsidiaries

The Consolidated Financial Statements incorporate the financial statements of Santander UK plc and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved where the Company has (i) power over the investee; (ii) is exposed, or has rights, to variable returns from its involvement with the investee; and (iii) has the ability to use its power to affect its returns. The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company’s voting rights in an investee are sufficient to give it power, including:

  -theThe size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders
  -potentialPotential voting rights held by the Company, other vote holders or other parties
  -rightsRights arising from other contractual arrangements
  -anyAny additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, the results of a subsidiary acquired or disposed of during the year are included in the consolidated income statement and the consolidated statement of comprehensive income from the date the Company gains control until the date when the Company ceases to control the subsidiary. Inter-company transactions, balances and unrealised gains on transactions between Santander UK group companies are eliminated; unrealised losses are also eliminated unless the cost cannot be recovered.

The acquisition method of accounting is used to account for the acquisition of subsidiaries which meet the definition of a business. 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, as well as the fair value of any interest previously held, over the fair value of the Santander UK group’s share of the identifiable net assets of the acquired subsidiary, associate or business at the date of acquisition is recorded as goodwill. When the Santander UK group loses control of a subsidiary, the profit or loss on disposal is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), less liabilities of the subsidiary and any non-controlling interests. Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for (i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the relevant assets or liabilities are disposed of. The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39 ‘Financial Instruments: Recognition and Measurement’ or, when applicable, the costs on initial recognition of an investment in an associate or jointly controlled entity.

Transactions between entities under common control, i.e. fellow subsidiaries of Banco Santander SA (the ultimate parent) are outside the scope of IFRS 3 – ‘Business Combinations’, and there is no other guidance for such situations under IFRS. The Santander UK group elects to account for transactions between entities under common control for cash consideration in a manner consistent with the approach under IFRS 3R, unless the transaction represents a reorganisation of entities within the Santander UK 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 Santander UK group in a manner consistent with group reconstruction relief under UK GAAP (merger accounting).

b) Associates and joint ventures

AssociatesInterests in subsidiaries are entities over whicheliminated during the Santander UK group has significant influence and that is neither a subsidiary nor an interestpreparation of the Consolidated Financial Statements. Interests in a joint venture. Significant influence is the power to participatesubsidiaries in the Company unconsolidated financial and operating policy decisions of the investee but is not control or joint control over those policies. Unrealised gains on transactions between the Santander UK group and its associatesstatements are eliminatedheld at cost subject to the extent of the Santander UK group’s interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred. The Santander UK group’s investment in associates includes goodwill on acquisition.impairment.

b) Joint ventures

Joint ventures are joint arrangements whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control. Accounting policies have been aligned to the extent there are differences from the Santander UK group’s policies.

The Santander UK group’s investments in associates and joint ventures are accounted for by the equity method of accounting and are initially recorded at cost and adjusted each year to reflect the Santander UK group’s share of the post-acquisition results of the joint venture or associate.venture. When the Santander UK group’s share of losses of an associate or a joint venture exceedsexceed the Santander UK group’s interest in that associate or joint venture, the Santander UK group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Santander UK group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

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Financial statements

Foreign currency translation

Items included in the financial statements of each entity (including foreign branch operations) in the Santander UK 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 sterling, which is the functional currency of the Company.

Income statements and cash flows of foreign entities are translated into the Santander UK group’s presentation 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. Non-monetary items denominated in a foreign currency measured at historical cost are not re-translated.retranslated. Exchange rate differences arising on non-monetary items measured at fair value are recognised in the consolidated income statement except for differences arising on available-for-sale equity securities which are recognised in other comprehensive income.

Annual Report 2015

Financial statements

Exchange rate differences recognised in the consolidated income statement on items not at fair value through profit and loss were £477m income (2014: £486m income, 2013: £(450)m expense) and are presented in the line net trading and other income (see Note 5). Exchange rate differences on items measured at fair value through profit or loss are included in the changes to fair value as presented in net trading and other income.

Revenue recognition

a) Interest income and expense

Interest income on financial assets that are classified as loans and receivables, held-to-maturity investments or available-for-sale securities, and interest expense on financial liabilities other than those at fair value through profit andor 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 Santander UK 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 and available-for-sale, interest expense on liabilities classified at amortised cost, 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 Santander UK 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. Interest income on impaired financial assets is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.

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, or on the performance of a significant act. For retail and corporate 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 Santander UK 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.

Fee and commission income which forms an integral part of the effective interest rate of a financial instrument (e.g. certain loan commitment fees) is recognised as an adjustment to the effective interest rate and recorded in ‘Interest income’.

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 liabilities held for trading, trading derivatives and designated as fair value through profit or loss), together with related interest income, expense, dividends and changes in fair value of any derivatives managed in conjunction with these assets and liabilities. Changes in fair value of derivatives in a fair value hedging relationship are also recognised in net trading and other income. Net trading and other income also include income from operating lease assets, and profits/(losses) arising on the sales of property, plant and equipment and subsidiary undertakings.

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financial statements    

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 Santander UK 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 planscheme is a pension planscheme 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 planscheme under which the Santander UK 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 Santander UK group has no legal or constructive obligations to pay further contributions into the fund to ‘top up’ benefits to a certain guaranteed level. Pension costs are charged to the ‘Administration expenses’, within the line item ‘Operating expenses before impairment losses, provisions and charges’ with the net interest on the defined benefit asset or liability included within ‘Net interest income’ in the income statement.

a) Defined benefit plansschemes

The asset or liability recognised in respect of defined benefit pension plansschemes 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. The assets of the schemes are measured at their fair values at the balance sheet date. Full actuarial valuations of the Santander UK 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 estimated by projecting forward the growth in current accrued pension benefits to reflect inflation and salary growth to the date of pension payment, then discounted to present value using an interest rate applicable to high-quality AA rated corporate bonds of the same currency and which have terms to maturity closest to the terms of the scheme liabilities, adjusted where necessary to match those terms. In determining the value of scheme liabilities, demographic and financial assumptions are made by management about mortality, inflation, discount rates, pension increases and earnings growth, based on past experience. Financial assumptions are based on market conditions at the balance sheet date and can generally be derived objectively.

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Demographic assumptions require a greater degree of estimation and judgement to be applied to externally derived data. 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.

The income statement includes the net interest income/expense on the net defined benefit liability/asset, current service cost and any past service cost and gain or loss on settlement. Remeasurement of defined benefit pension schemes, including return on scheme assets (excludes amounts included in net interest), actuarial gains and losses arising from changes in financial assumptions and changes in actuarial assumptions and the effect of the changes to the asset ceiling (if applicable) are recognised in other comprehensive income.

Remeasurement recognised in other comprehensive income will not be reclassified to the income statement. Past-service costs are recognised as an expense in the income statement at the earlier of when the planscheme amendment or curtailment occurs and when the related restructuring costs or termination benefits are recognised. Curtailments include the impact of significant reductions in the number of employees covered by a plan,scheme, or amendments to the terms of the planscheme so that a significant element of future service will no longer qualify for benefits or will qualify only for reduced benefits. Curtailment gains and losses on businesses that meet the definition of discontinued operations are included in profit or loss for the year from discontinued operations. Gains and losses on settlements are recognised when the settlement occurs.

b) Defined contribution plans

For defined contribution plans, the Santander UK 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 Santander UK group has no further payment obligation. The regular contributions constitute net periodic costs for the year in which they are due and are included in staff costs which are presented in Administration expenses in the income statement.

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.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 Santander UK 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 Santander UK group’s parent, Banco Santander SA are purchased in the open market by the Santander UK group (for the Employee Sharesave scheme) or are purchased by Banco Santander SA or another Banco Santander group company (for awards granted under the Long-Term Incentive Plan and the Deferred Shares Bonus Plan) to satisfy share options as they vest.

Options granted under the Employee Sharesave scheme are accounted for as cash-settled share-based payment transactions. Awards granted under the Long-Term Incentive Plan and Deferred Shares Bonus Plan are accounted for as equity-settled share-based payment transactions.

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Financial statements

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 SA 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 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 SA share price over the life of the option and the dividend growth rate. The fair value of the awards granted for the Long TermLong-Term Incentive Plan was determined 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 SA 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 modification of the award 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 Santander UK 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 Investmentinvestment 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 Santander UK 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 three to seven years. Other intangible assets are reviewed annually for impairment indicators and tested for impairment where indicators are present.

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 three to seven 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.

Annual Report 2015

Financial statements

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. Internally developed software meeting the criteria set out in ’Goodwill and other intangible assets’ above 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.hardware (e.g. operating system of a computer).

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.

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Financial assets and liabilities

Financial assets and liabilities are initially recognised when the Santander UK group becomes a party to the contractual terms of the instrument. The Santander UK group determines the classification of its financial assets and liabilities at initial recognition. Financial assets are classified as financial assets at fair value through profit or loss, loans and receivables, available-for-sale financial assets and held to maturity financial assets.held-to-maturity investments. 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 maturityheld-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 termnear-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 Santander UK 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. 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.

Financial assets are derecognised when the rights to receive cash flows have expired or the Santander UK group has transferred its contractual right to receive the cash flows from the assets and either: (1) substantially all the risks and rewards of ownership have been transferred; or (2) the Santander UK group has neither retained nor transferred substantially all of the risks and rewards, but has transferred control. Financial liabilities are derecognised when extinguished, cancelled or expired.

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, issues of equity or financial liabilities measured at amortised cost are recognised on settlement date; all other regular way purchases and issues are recognised on trade date.

a) Financial assets and liabilities at fair value through profit or loss

Financial assets and 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.

Financial assetassets and financial liabilities are classified as held for trading if they are derivatives or itif they are acquired or incurred principally for the purpose of selling or repurchasing in the near term,near-term, or form 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 and 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 or liabilities or recognising the gains or losses on them on a different basis, where the assets or liabilities are managed and their performance evaluated on a fair value basis, or where a financial asset or financial liability contains one or more embedded derivatives which are not closely related to the host contract.

Financial assets and financial liabilities classified as fair value through profit or loss 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 assets and liabilities and financial assets and liabilities designated at fair value are classified as fair value through profit or loss.

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 Santander UK 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. Loans and receivables consist of loans and advances to banks, loans and advances to customers, and loans and receivables 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 of available-for-sale securities are recognised in other comprehensive income until sale or until determined to be impaired when the cumulative gain or loss or impairment losses are transferred to the income statement. Where the financial asset is interest-bearing, 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.

 

 

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d) Held to maturityHeld-to-maturity investments

Held to maturityHeld-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturitymaturities that an entitythe Santander UK group’s management has the positive intention and ability to hold to maturity other than:

  -Those that the Santander UK group designates upon initial recognition as at fair value through profit or loss;
  -Those that the Santander UK group designates as available-for-sale; and
  -Those that meet the definition of loans and receivables.

These are initially recognised at fair value including direct and areincremental transaction costs and measured subsequently valued at amortised cost, using the effective interest method. The Santander UK group does not holdmethod, less any heldprovision for impairment.

A sale or reclassification of a more than insignificant amount of held-to-maturity investments would result in the reclassification of all held-to-maturity investments to maturityavailable-for-sale financial assets.

e) 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 through profit or loss dependent on designation at initial recognition. Savings accounts and time deposits are interest-bearing.

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.

f) 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, using the effective interest method.

Contracts involving the receipt of cash on which customers receive an index-linked return are accounted for as equity index-linked deposits. The principal products are Capital Guaranteed/Protected Products which 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. 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. These products areThe cash principal element is accounted for as deposits by customers at amortised cost. The embedded derivatives are separated from the host instrument and are separately accounted for as derivative financial instruments.

g) 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 Santander UK group remain on the balance sheet and a liability is recorded 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 as an asset. The difference between the sale and repurchase price is treated as trading income in the income statement, except where the repo is not treated as part of the trading book, in which case the difference is recorded in interest income or expense.

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.

h) Day One profitsprofit adjustments

The fair value of a financial instrument on initial recognition is generally its transaction price (that is, the fair value of the consideration given or received). However, sometimes the fair value will be based on other observable current market transactions in the same instrument, without modification or repackaging, or on a valuation technique whose variables include only data from observable markets, such as interest rate yield curves, option volatilities and currency rates. When such evidence exists, the Santander UK group recognises a trading gain or loss at inception (day 1(Day One gain or loss), being the difference between the transaction price and the fair value. When significant unobservable parameters are used, the entire day 1Day One gain or loss is deferred and is recognised in the income statement over the life of the transaction until the transaction matures, is closed out, the valuation inputs become observable or the Santander UK group enters into an offsetting transaction.

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 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 Santander UK group chooses to designate certain derivatives as in a hedging relationship if they meet specific criteria, as further described within ‘hedge accounting’ below.

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.

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Derivatives may be embedded in other financial instruments, such as the conversion option in a convertible bond. Embedded derivatives are treated as separate derivatives when their economic characteristics and risks are not closely related to those of the host contract; the terms of the embedded derivative would meet the definition of a stand-alone derivative if they were contained in a separate contract; and the combined contract is not held for trading or designated at fair value. 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 either there has been a change in the terms of the contract which significantly modifies the cash flows (in which case the contract is reassessed at the time of modification) or the contract has been reclassified (in which case the contract is 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.

Annual Report 2015

Financial statements

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 Santander UK 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.

Hedge accounting

The Santander UK plc group applies hedge accounting to represent, to the maximum possible extent permitted under accounting standards, the economic effects of its risk management strategies. Derivatives are used to hedge exposures to interest rates, exchange rates and certain indices such as retail price indices.

At the time a financial instrument is designated as a hedge (i.e., at the inception of the hedge), the Santander UK group formally documents the relationship between the hedging instrument(s) and hedged item(s), its risk management objective and strategy for undertaking the hedge. The documentation includes the identification of each hedging instrument and respective hedged item, the nature of the risk being hedged (including the benchmark interest rate being hedged in a hedge of interest rate risk) and how the hedging instrument’s effectiveness in offsetting the exposure to changes in the hedged item’s fair value attributable to the hedged risk is to be assessed. Accordingly, the Santander UK 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 attributable to the hedged risk during the period that the hedge is designated. A hedge is normally regarded as highly effective if, at inception and throughout its life, the Santander UK group can expect, and actual results indicate, that changes in the fair value or cash flow of the hedged items are effectively offset by changes in the fair value or cash flow of the hedging instrument. If at any point it is concluded that it is no longer highly effective in achieving its documented objective, hedge accounting is discontinued.

Where derivatives are held for risk management purposes, and when transactions meet the required criteria for documentation and hedge effectiveness, the derivatives may be designated as either: (i) hedges of the change in fair value of recognised assets or liabilities or firm commitments (fair value hedges); (ii) hedges of the variability in highly probable future cash flows attributable to a recognised asset or liability, or a forecast transaction (cash flow hedges); or (iii) a hedge of a net investment in a foreign operation (net investment hedges). The Santander UK group applies fair value hedge accounting and cash flow hedge accounting but not hedging of a net investment in a foreign operation.

a) Fair value hedge accounting

Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recorded in the income statement, together with the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk. Where the hedged item is measured at amortised cost, the fair value changes due to the hedged risk adjust the carrying amount of the hedged asset or liability. Changes in the fair value of portfolio hedged items are presented separately in the consolidated balance sheet in Macromacro hedge of interest rate risk and recognised in the income statement within Netnet trading and other income. If the hedge no longer meets the criteria for hedge accounting, changes in the fair value of the hedged item attributable to the hedged risk are no longer recognised in the income statement. For fair value hedges of interest rate risk, the cumulative adjustment that has been made to the carrying amount of the hedged item is amortised to the income statement using the effective interest method over the period to maturity. For portfolio hedged items, the cumulative adjustment is amortised to the income statement using the straight line method over the period to maturity.

b) Cash flow hedge accounting

The effective portion of changes in the fair value of qualifying cash flow hedges is recognised in other comprehensive income in the cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised in the income statement when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement.

The Santander UK group is exposed to cash flow interest rate risk on its floating rate assets and foreign currency risk on its fixed rate debt issuances denominated in foreign currency. Cash flow hedging is used to hedge the variability in cash flows arising from both these risks.

Securitisation transactions

The Santander UK group has entered into certain arrangements where undertakings have issued mortgage-backed and other asset-backed securities or have entered into funding arrangements with lenders in order to finance specific loans and advances to customers. As the Santander UK group has retained substantially all the risks and rewards of the underlying assets, such financial instruments continue to be recognised on the balance sheet, and a liability recognised for the proceeds of the funding transaction.

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Annual Report 2016

Financial statements

Impairment of financial assets

At each balance sheet date the Santander UK 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 advances, loans and receivables securitiesis impaired. A financial asset or available-for-salea group of financial assets have become impaired. Evidenceis impaired and impairment losses are incurred only if there is objective evidence of impairment varies across different portfoliosas a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and may include indications that loss event (or events) has an impact on the borrower or group of borrowers have defaulted, are experiencing significant financial difficulty, or the debt has been restructured potentially reducing the burden to the borrower. Impairment losses are recorded as charges in the income statement and the carrying amountestimated future cash flows of the financial asset or group of financial assets that can be reliably estimated. In the case of equity investments classified as available-for-sale, a significant or prolonged decline in the fair value of the security below its cost is considered an indicator that the assets are impaired.

Assets carried at amortised cost

For loans and advances, loans and receivables securities and held-to-maturity investments, the amount of the loss is measured as the difference between the asset’s carrying amount and the present value of estimated future cash flows (excluding future credit losses that have not been incurred) discounted at the financial asset’s original effective interest rate. The carrying amount of the asset is reduced by establishing anand the amount of the loss is recognised in profit or loss. If a loan or held-to-maturity investment has a variable interest rate, the discount rate for measuring any impairment loss allowance. Impairmentis the current effective interest rate determined under the contract.

If, in a subsequent period, the amount of the impairment loss allowancesdecreases and the decrease can be related objectively to an event occurring after the impairment was recognised (such as an improvement in the debtor’s credit rating), the reversal of the previously recognised impairment loss is recognised in profit or loss.

More detailed policies for certain portfolios measured at amortised cost are maintained at the level that management deems sufficient to absorb incurred losses. Losses expected from future events are not recognised.

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described below.

a) Loans and advances

Impairment loss allowances for loans and advances, less amounts released and recoveries of amounts written off 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’, ‘Loans and advances to customers’ and ‘Loans and receivables securities’ line items on the balance sheet.

i) Retail assets

Retail customers are assessed either individually or collectively for impairment. Potential indicators of loss events which may be evidence of impairment for retail borrowers may include:

  -missedMissed payments of capital or interest;interest
  -theThe borrower notifying the Santander UK group of current or likely financial distress
  -requestRequest from a borrower to change contractual terms as a result of the borrower’s financial difficulty (i.e. forbearance)
  -arrearsArrears on other accounts held by the borrower.

Individual assessment

For individually assessed assets, the Santander UK 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 asset’s original effective interest rate.

Collective assessment

In making a collective assessment for impairment, financial assets are grouped together according to their credit risk characteristics. These can include grouping by product, loan-to-value, brand, geography, type of customer and previous insolvency events. For each such portfolio or sub-segment of the portfolio, future cash flows are estimated through the use of historical loss experience. The historical loss experience is adjusted to include the effects of changes in current economic, behavioural and other conditions that cannot be successfully depicted solely from 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 and other similar income within the income statement, with an increase to the impairment loss allowances on the balance sheet. Loans for which evidence of potential loss have been specifically identified are group together for the purpose of calculating an allowance for observed losses. 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 allowance for incurred but not observed (IBNO) losses. Such losses will only be individually identified in the future.

Observed impaired loss allowance

An impairment loss allowance for observed losses is established for all non-performing loans where it is increasingly probable that some of the capital or interest will not be repaid or recovered through enforcement of any applicable security. The allowance for observed losses is determined on a collective (or portfolio) basis for groups of loans with similar credit risk characteristics. The length of time before a loan is regarded as non-performing is typically when the customer fails to make payments when contractually due for three months or longer, although there can be additional qualifying criteria depending upon the product. For additional information on the definition of non-performing loans (NPLs), see ‘Credit risk management – risk measurement and control’ in the Risk review.

For mortgages and other secured advances, the allowance for observed losses is calculated as the product of the account outstanding balance (exposure) at the reporting date, the estimated proportion that will be repossessed (the loss propensity) and the percentage of exposure which will result in a loss (the loss ratio). The loss propensities for the observed segment (i.e. where the loan is classified as non-performing) represents the percentage that will ultimately be written off, or repossessed for secured advances. Loss propensities are based on recent historical experience, typically covering a period of no more than the most recent twelve months in the year under review. The loss ratio is based on actual cases which have been repossessed and sold using the most recent twelve month average data, segmented by LTV, and is then discounted using the effective interest rate.

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For unsecured advances, such as unsecured personal loans, credit cards and overdrafts, the allowance for observed losses is calculated as the product of the number of accounts in the portfolio, the estimated proportion of accounts that will be written off, the estimated proportion of such cases that will result in a loss (the loss factor) and the average loss incurred (the loss per case). The loss per case is based on actual cases using the most recent six month average data of losses that have been incurred, and is then discounted using the effective interest rate.

Based on historical experience, the gross loss ratio or gross loss per case is realised in cash several months after the customer first defaults, during which time interest and fees and charges continue to accrue on the account. The future fees and charges included in the gross loss ratio or gross loss per case are removed and the balance discounted so as to calculate the present value of the loss ratio or loss per case. The discounted loss ratio or loss per case for accounts where a payment has already been missed is higher than for accounts that are up to date because the discounting effect is lower reflecting the fact that the process to recover the funds is further advanced.

IBNO impairment loss allowances

An allowance for IBNO losses is established for loans which are either:

  -Performing and no evidence of loss has been specifically identified on an individual basis but because the loans that are not yet past due are known from past experience to have deteriorated since the initial decision to lend was made (for example, where a borrower has not yet missed a payment but is experiencing financial difficulties at the reporting date, e.g. due to a loss of employment, divorce or bereavement), or
  -In arrears and not classified as non-performing.

The impairment loss calculation resembles the one explained above for the observed segment except that for the IBNO segment:

  -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
  -Where the account is delinquent, the loss propensity represents the percentage of such cases that will ultimately be written off.

Annual Report 2015

Financial review

Emergence period

This is the period which the Santander UK 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. The emergence period is taken into consideration when determining the loss propensities for performing IBNO segment. Based on the Santander UK group’s statistical analysis, the emergence period is six 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.

ii) Corporate assets

Impairment losses are assessed individually for corporate assets that are individually significant and collectively for corporate assets that are not individually significant.

Individual assessment

At each balance sheet date, the Santander UK group conducts impairment reviews to assess whether there is objective evidence of impairment for individually significant corporate assets. A specific observed impairment is established for all individually significant loans that have experienced a loss event such as where:

-An asset has a payment default which has been outstanding for three months or more
-Non-payment defaults have occurred but where it has become evident that a forbearance exercise will be undertaken due to the inability of the borrower to meet its current contractual repayment schedule
-It is becoming probable that the borrower will enter bankruptcy or other financial reorganisation
-The borrower has a winding up notice issued or insolvency event
-The borrower has had event(s) occur which are likely to adversely impact upon their ability to meet their financial obligations (e.g. where a customer loses a key client or contract)
-The borrower has regularly and persistently missed/delayed payments but where the account has been maintained below three months past due
-The customer loan is due to mature within six months and where the prospects of achieving a refinancing are considered low.

In such situations the asset is transferred to the Commercial Banking Restructuring & Recoveries team. As part of their impairment reviews, an assessment is undertaken of the expected future cash flows (including, where appropriate, cash flows through enforcement of any applicable security held) in relation to the relevant asset, discounted at the loan’s original effective interest rate. The result is compared to the current carrying value of the asset. Any shortfall evidenced as a result of such a review will be assessed and recorded as an observed specific impairment loss allowance.

Collective assessment

Observed impairment loss allowances

A collective impairment loss allowance is established for loans which are not individually significant and have suffered a loss event. These non-individually significant loans are grouped together according to their credit risk characteristics and the allowance for observed losses is determined on a collective basis by applying loss rates (i.e. estimated loss given default) derived from analysis of historical loss data of observed losses.

IBNO impairment loss allowances

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 IBNO allowance for incurred inherent losses. Such losses will only be individually identified in the future. As soon as information becomes available which identifies incurred losses on individual loans within the group, those loans are removed from the group and assessed on an individual basis for impairment or included in the observed collective assessment above depending on their individual significance.

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Financial statements

The allowance for IBNO losses is determined on a portfolio basis using the following factors:

  -Historical loss experience in portfolios of similar credit risk characteristics (for example, by product)
  -The estimated period between an impairment event 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, as discussed below)
  -Management’s judgement as to whether current economic and credit conditions are such that the actual level of incurred inherent losses at the balance sheet date is likely to be greater or less than that suggested by historical experience.

Emergence period

This is the period in which losses that had been incurred but have not been separately identified become evident. The emergence period spans between six to twelve months according to the corporate portfolio being assessed and is estimated having regard to historic experience and loan characteristics across the portfolio. The factors considered in determining the length of the emergence period include the frequency of the management information received or any change in account utilisation behaviour.

iii) Assets subject to forbearance

To support Retail and Corporate customers that encounter actual or apparent financial difficulties, the Santander UK group may grant a concession, whether temporary or permanent, to amend contractual amounts or timings where a customer’s financial distress indicates a potential that satisfactory repayment may not be made within the original terms and conditions of the contract. These arrangements are known as forbearance. There are different risk characteristics associated with loans that are subject to forbearance as compared to loans that are not. A range of forbearance arrangements may be entered into by the Santander UK group, reflecting the different risk characteristics of such loans. The Santander UK group’s forbearance programmes are described in the credit risk section in the Risk Review.

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review.

Retail assets

Mortgages

The main types of forbearance offered are capitalisation or a term extension, or an interest only concession, subject to customer negotiation and vetting. These accounts are reported in arrears until the arrears are capitalised, at which point the accounts will be transferred to the ‘performing’ category. However, accounts which were classified as ‘non-performing’ at the point forbearance is agreed continue to be reported as ‘non-performing’ until the payments received post forbearance equate to the amount of arrears outstanding at the point of forbearance. The impairment provision on these accounts is based on the delinquency cycle in which the account was classified when it entered forbearance, unless the account’s status has further deteriorated since then, in which case the impairment provision will be based on the current status.

The impairment loss allowances on these accounts are calculated in the same manner as on any other account, using the Santander UK group’s collective assessment methodology. In making a collective assessment for impairment, accounts are grouped according to their credit risk characteristics. For each category of loans, accounts are individually assigned a loss propensity based on a defined behavioural scorecard which reflects any history of forbearance. The loss propensity applied in the collective assessment calculation is higher for forborne accounts than for other performing loans reflecting the higher risk of default attached to these accounts.

Unsecured personal loans (UPLs)

The main type of forbearance offered is reduced repayment arrangements. Where accounts undergoing forbearance are in arrears, these continue to be reported in the delinquency cycle, until all arrears are capitalised or paid up, at which point the accounts will be transferred to the ‘performing’ category. The impairment provision on these accounts is based on the delinquency cycle in which the account was classified when it entered forbearance, unless the account’s status has further deteriorated since then, in which case the impairment provision will be based on the current status. Where the accounts reside in the ‘performing’ category as a result of forbearance, the impairment allowance requirements are based on default probability that take account of the higher inherent risk in the forborne asset relative to other performing assets.

Other unsecured (credit cards and overdrafts)

The main type of forbearance offered is reduced repayment arrangements. Reduced payment arrangements are treated for impairment purposes in the same way as UPLs above.

Corporate assets

For corporate borrowers, the main types of forbearance offered are term extensions or interest onlyinterest-only concessions and in limited circumstances, other forms of forbearance options (including debt-for-equity swaps), subject to customer negotiation and vetting. If such accounts were classified in the ‘non-performing’ loan category prior to the forbearance, 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 categorised as performing at the time the revised arrangements were agreed, the case is reclassified to ‘substandard’ upon completion of the forbearance 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’. Until then, impairment loss allowances for such loans are assessed individually, taking into account the value of collateral held as confirmed by third party professional valuations and the available cash flow to service debt over the period of the forbearance. 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 at the point forbearance is granted.

iv) 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 accordingly. The write-back is recognised in the income statement.

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v) 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. In the corporate portfolio, there may be occasions where a write-off occurs for other reasons, for example, following a consensual restructure or refinancing 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.

There is no threshold based on past due status beyond which all secured loans are written off as there can be significant variations in the time needed to enforce possession and sale of the security, especially due to the different legal frameworks that apply in different regions of the UK. 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. A past due threshold is applied to unsecured debt where accounts that are 180 days past due are written off unless there is a dispute awaiting resolution. 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. The exception to this is in cases where fraud has occurred, 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.

vi) 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’.

Annual Report 2015

Financial review

b) Loans and receivables securities and held-to-maturity investments

Loans and receivables securities and held-to-maturity investments are assessed individually for impairment. An impairment loss is incurred if there is objective evidence that a loss event has occurred since initial recognition of the assets that has an impact on the estimated future cash flows of the loans and receivables securities.asset. Potential indicators of loss events include significant financial distress of the issuer and default or delinquency in interest and principal payments (breach of contractual terms).

Loans and receivables securities and held-to-maturity investments are monitored for potential impairment through a detailed expected cash flow analysis, where appropriate, 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 with the impairment loss being measured as the difference between the expected future cash flows discounted at the original effective interest rate and the carrying value of the loans and receivable securities.asset.

c) Available-for-sale financial assetsAssets classified as available-for-sale

The Santander UK group assesses at each balance sheet date whether there is objective evidence that an available-for-sale financial asset is impaired. In addition to the criteria for loans and advances and loans and receivables securities set out above, the assessment involves reviewing the financial circumstances (including creditworthiness) and future prospects of the issuer, assessing the future cash flows expected to be realised and, in the case of equity shares, considering whether there has been a significant or prolonged decline in the fair value of the security below its cost. 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. For impaired debt instruments, further impairment losses are recognised where there has been a further negative impact on expected future cash flows.

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. The cash-generating unit represents the lowest level at which non-financial assets including goodwill is monitored for internal management purposes and is not larger than an operating segment.

The fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. 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, at a market based discount rate on a pre taxpre-tax basis. The recoverable amounts of goodwill have been based on value in use calculations.

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Annual Report 2016

Financial statements

The carrying values of property, plant and equipment, goodwill and other intangible assets 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. A previously recognised impairment loss relating to property, plant and equipment may be reversed in part or in full when a change in circumstances leads to a change in the estimates used to determine the property, plant and equipment’s recoverable amount. The carrying amount of the property, plant and equipment 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 goodwill impairment reviews, cash generating units are the lowest level at which management monitors the return on investment on assets.

Leases

a) The Santander UK group as lessor

Operating lease assets are recorded at 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 Santander UK 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 Santander UK group’s net investment outstanding in respect of the leases and hire purchase contracts.

b) The Santander UK group as lessee

The Santander UK 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.

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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. Current taxes associated with the repurchase of equity instruments are reported directly in equity.

A current tax liability for the current or prior period is measured at the amount expected to be paid to the tax authorities. Where the amount of the final tax liability is uncertain or where a position is challenged by a taxation authority, the liability recognised is the most likely outcome. Where a most likely outcome cannot be determined, a weighted average basis is applied.

Deferred income tax is the tax expected to be payable or recoverable 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 and is accounted for using the balance sheet liability method. 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 liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill. Deferred tax assets and liabilities are not recognised from 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 or directly in equity, in which case the deferred tax is also recognised in other comprehensive income or directly in equity. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries except where the Santander UK group is able to control reversal of the temporary difference and it is probable that it will not reverse in the foreseeable future. The Santander UK 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 tax relating to actuarial gains and losses on defined benefits is recognised in other comprehensive income. Deferred tax relating to fair value re-measurements of available-for sale investments and cash flow hedging instruments is charged or credited directly to other comprehensive income and is subsequently recognised in the income statement when the deferred fair value gain or loss is recognised in the income statement.

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.

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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.

Balances with central banks represent amounts held at the Bank of England and the US Federal Reserve as part of the Santander UK group’s liquidity management activities. In addition, it includes certain minimum cash balances held for regulatory purposes required to be maintained with the Bank of England.

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.

Conduct provisions are 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, the estimated average settlement per case and other related costs. Provision is made for the anticipated cost of restructuring, including redundancy costs, when an obligation exists. An obligation exists when the Santander UK group has a detailed formal plan for restructuring a business, 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 irrevocable 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 Santander UK 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 a provision in accordance with IAS 37.

Share capital

a) Share issue costs

Incremental external costs directly attributable to the issue of new shares are deducted from equity net of related income taxes.

b) Dividends

Dividends on ordinary shares are recognised in equity in the period in which the right to receive payment is established.

 

 

Santander UK plc    195


Annual Report 20152016

Financial reviewstatements

 

    

 

CRITICAL ACCOUNTING POLICIES AND AREAS OF SIGNIFICANT MANAGEMENT JUDGEMENT

The preparation of the Consolidated Financial Statements requires management to make estimates and judgements that affect the reported amount of assets and liabilities at the date of the Consolidated 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 accounting estimates and judgements are considered important to the portrayal of the Santander UK group’s financial results and financial condition because: (i) they are highly susceptible to change from period to period as assumptions are made to calculate the estimates, and (ii) any significant difference between the estimated amounts and actual amounts could have a material impact on the Santander UK group’s future financial results and financial condition.

In calculating each estimate, a range of outcomes was calculated based principally on management’s conclusions regarding the input assumptions relative to historic experience. The actual estimates were based on what management concluded to be the most probable assumptions within the range of reasonably possible assumptions.

Valuation of financial instruments and goodwill impairment are no longer considered to be significant management judgements. In respect of financial instruments held at fair value, valuation techniques have remained constant and there would need to be a significant change in the input to fair value adjustments to cause a material misstatement. In respect of goodwill impairment, management expects the underlying businesses to which the goodwill relates to remain profitable and does not believe that the effect of changes in assumptions to those that are reasonably possible would have a material impact on the Santander UK group’s future financial results and financial condition.

a) Impairment loss allowances for loans and advances to customers

The Santander UK group estimates impairment losses for loans and advances to customers, loans and receivables securities, and loans and advances to banks as described in the accounting policy ‘Impairment of financial assets’. Management’s assumptions about impairment 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.

At 31 December 2015,2016, impairment allowances held against loans and advances to customers totalled £989m (2015: £1,157m, (2014: £1,439m, 2013: £1,555m)2014: £1,439m). The net impairment loss (i.e. after recoveries) for loans and advances to customers recognised in 20152016 was £67m (2015: £66m, (2014: £258m, 2013: £475m)2014: £258m). In calculating impairment loss allowances, a range of outcomes was calculated, either for each individual loan or by portfolio taking account of the uncertainty relating to economic conditions. For retail lending, the range was based on different management assumptions as to loss propensity and loss ratio relative to historic experience. For corporate lending, the range reflects different realisation assumptions in respect of collateral held.

If management had used different assumptions, a larger or smaller impairment loss allowance would have resulted that could have had a material impact on the Santander UK group’s reported profit before tax. Specifically, if management’s conclusions were different, but within the range of what management deemed to be reasonably possible, the impairment loss for loans and advances could have decreased by £193m (2015: £221m, (2014: £471m, 2013: £325m)2014: £471m), with a consequential increase in profit before tax, or increased by £223m (2015: £167m, (2014: £212m, 2013: £135m)2014: £212m), with a consequential decrease in profit before tax.

During the year, management enhanced the models that are used to calculate the mortgage provision. These changes, which are discussed on page 65 of the Risk review, significantly reduced the number and scale of model overlays that were required when applying the old models. There was no significant change to the mortgage provision under the new models as compared to the adjusted old models.

b) Provision for conduct remediation

The provision charge for conduct remediation relating to past activities and products sold recognised in 20152016 was a charge of £500m (2014:£146m (2015: charge of £140m, 2013: credit£500m, 2014: charge of £45m)£140m) before tax. The balance sheet provision amounted to £493m (2015: £637m, (2014: £291m, 2013: £387m)2014: £291m). Detailed disclosures on the provision for conduct remediation can be found in Note 33.

The provision represents management’s best estimate of the anticipated costs of related customer contact and/or redress, including related costs. It requires significant judgement by management in determining appropriate assumptions, which include the level of complaints expected to be received, of those, the number that will be upheld and redressed, as well as the redress costs for each of the different populations of customers identified. Based on these factors, management determines its best estimate of the anticipated costs of redress and expected operating costs.

In the case of conduct risk, projects where significant progress has been made in terms of customer communications sent, complaints received and redress paid, the assumptions are based on the actual data observed to date along with any expected developments. For projects which are still at an early stage, the assumptions are based on the outcomes of previous similar customer contact exercises conducted and quality control checks.

Had management used different assumptions, a larger or smaller provision charge would have resulted that could have had a material impact on the Santander UK group’s reported profit before tax. Detailed disclosures on the assumptions used, including sensitivities, can be found in Note 33.

c) Pensions

The Santander UK group operates a number of defined benefit pension schemes as described in Note 34 and estimates their position as described in the accounting policy ‘Pensions and other post retirement benefits’.

The defined benefit pension schemes which were in a net asset position had a surplus of £556m (2014:£398m (2015: surplus of £315m)£556m) and the defined benefit pension schemes which were in a net liability position had a deficit of £110m (2014:£262m (2015: deficit of £199m)£110m).

Accounting for defined benefit pension schemes requires management to make assumptions principally about mortality,the discount rate adopted, but also about mortality, price inflation, discount rates, pension increases, life expectancy and earnings growth. Management’s assumptions are based on past experience and current economic trends, which are not necessarily an indication of future experience.

During the year, management enhanced the approach in setting the discount rate. This change, which is discussed in Note 34, now better reflects management’s estimate of long-dated credit risk implied in bond yields appropriate for the cash flow liabilities of the scheme. The methodology to derive general price inflation was also moved to a scheme cash flow derived inflation to bring consistency with the discount rate.

Detailed disclosures on the current year service cost and deficit,deficit/surplus, including sensitivities and the date of the last formal actuarial valuations of the assets and liabilities of the schemes can also be found in Note 34.

 

 

222196    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

2. SEGMENTS

The principal activity of the Santander UK group is financial services. The Santander UK group’s business is managed and reported on the basis of the following segments:

-Retail Banking
-Commercial Banking
-Global Corporate Banking (formerly known as Corporate & Institutional Banking)
-Corporate Centre.

As part of a rebrand across the Banco Santander group, Corporate & Institutional Banking (the UK segment of Santander Global Banking & Markets) has been branded as Global Corporate Banking, to reflect the build out of a corporate client franchise, and the refinement of the customer centred strategy.

The internal UK transfer pricing mechanism used to calculate the cost and risks associated with funding and liquidity in each business segment was refined inIn the fourth quarter of 2015 for2016, certain customers were transferred between our Retail Banking and Commercial Banking business segments, in line with how we now manage our customers. Small business customers with turnover up to £6.5m per annum (previously up to £250,000) are now served as business banking customers in Retail Banking. The balances transferred from Commercial Banking to Retail Banking were £2.2bn in customer loans and £3.2bn in customer deposits at 31 December 2016 (2015: £2.3bn and £3.0bn, respectively). Medium and large business customers with annual turnover between £6.5m and £500m will continue to be served by Commercial Banking and those with annual turnover above £500m by Global Corporate Centre to reflect the current market environment and rates.Banking. The segmental analyses for Retail Banking and Corporate CentreCommercial Banking have been adjusted to reflect these changes for prior years.

The Santander UK 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 Santander UK group has four segments:

 

-Retail Banking offers a wide range of products and financial services to individuals and small businesses (with less than two directors, owners or partners), through a network of branches and ATMs, as well as through telephony, digital mobile and intermediary channels. Retail Banking also includesserves business customers with an annual turnover of up to £6.5m via business banking as well as Santander Consumer Finance, predominantly a vehicle finance business. Its main products are residential mortgage loans, savings and current accounts, credit cards (excluding the co-branded cards business) and personal loans as well as insurance policies.

 

-Commercial Banking offers a wide range of products and financial services to customers through a network of regional CBCs and through telephony and digital channels. The management of our customers is organised according to theiracross two relationship teams—the Regional Corporate Bank (RCB) that covers trading businesses with annual turnover (£250,000 to £50m for SMEs, and £50mfrom £6.5m to £500m for mid corporates), enabling us to offer a differentiated service to SMEs and mid corporate customers.Specialist Sector Groups (SSG) that cover real estate, housing finance, education, healthcare, and hotels. Commercial Banking products and services include loans, bank accounts, deposits, treasury services, invoice discounting, cash transmission, trade finance and asset finance. Commercial Banking also includes specialist commercial real estate and Social Housing lending businesses.

 

-Global Corporate Bankingservices corporate clients and financial institutions that, because of their size, complexity or sophistication, require specially-tailored services or value-added wholesale products. It offers risk management and other value-added financial services to large corporates with a turnover of £500m and above £500m per annum and financial institutions, as well as tosupporting the rest of Santander UK’s businesses. The main businesses areas include: workingbusiness segments. Global Corporate Banking clients require specially tailored solutions and value-added services due to their size, complexity and sophistication. We provide these clients with products to manage currency fluctuations, protect against interest rate risk, and arrange capital management (trade and exportmarkets finance and cash management), financing (Debt Capital Markets, and corporate and specialised lending) and risk management (foreign exchange, rates and liability management).specialist trade finance solutions.

 

-Corporate Centre predominantly consists of the non-core corporate and treasury legacy portfolios. Corporate Centre is also responsible for managing capital and funding, balance sheet composition and structure and strategic liquidity risk. The non-core corporate and treasury legacy portfolios include aviation, shipping, infrastructure, commercial mortgages, Social Housing loans and structured credit assets, all of which are being run-down and/or managed for value. In addition, the co-brand credit cards business sold in 2013 was managed in Corporate Centre prior to its sale and presented as discontinued operations.

The segmentsegmental information below is presented onin a manner consistent with the basis used byinternal reporting provided to the Board to evaluatecommittee which is responsible for allocating resources and assessing performance and allocate resources. The Board reviews discrete financial information for each segment of the business, including measures of operating results, assetssegments and liabilities.has been identified as the chief operating decision maker. The segmentsegmental information reviewed by the Board is prepared on a statutory basis of accounting.

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 internal UK transfer pricing adjustments have been reflected in the performance of each segment. 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 operating income. Interest charged for these funds is based on the Santander UK group’s cost of wholesale funding.

Interest income and interest expense 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 income is relied on primarily to both assess the performance of the segment and to make decisions regarding allocation of segmental resources.

Geographical information

 

Annual Report 2015

Financial statements

2015    

Retail

Banking

£m

     

Commercial

Banking

£m

     

Global Corporate
Banking

£m

     

Corporate

Centre

£m

     

Total

£m

 

Net interest income

     2,985       460       72       58       3,575  

Non-interest income

     521       109       307       61       998  

Total operating income

     3,506       569       379       119       4,573  

Operating expenses before impairment losses, provisions and (charges/(releases)

     (1,783)       (332)       (287)       2       (2,400)  

Impairment (losses)/releases on loans and advances

     (76)       (39)       13       36       (66)  

Provisions for other liabilities and (charges)/releases

     (727)       (24)       (14)       3       (762)  

Total operating impairment losses, provisions and (charges)/releases

     (803)       (63)       (1)       39       (828)  

Profit from continuing operations before tax

     920       174       91       160       1,345  

Revenue from external customers

     4,435       720       437       (1,019)       4,573  

Inter-segment revenue

     (929)       (151)       (58)       1,138       -  

Total operating income

     3,506       569       379       119       4,573  

Customer loans

     164,830       20,943       5,470       7,391       198,634  

Total assets(1)

     171,847       20,943       36,593       52,023       281,406  

Customer deposits

     137,332       18,102       3,013       3,808       162,255  

Total liabilities

     140,131       18,102       32,290       75,224       265,747  

Average number of staff(2)

     17,495       2,005       898       7       20,405  
2014                                   

Net interest income

     2,947       373       75       39       3,434  

Non-interest income

     560       89       300       87       1,036  

Total operating income

     3,507       462       375       126       4,470  

Operating expenses before impairment losses, provisions and charges

     (1,753)       (297)       (260)       (87)       (2,397)  

Impairment (losses)/releases on loans and advances

     (187)       (92)       4       17       (258)  

Provisions for other liabilities and charges

     (395)       (12)       (9)       -       (416)  

Total operating impairment losses, provisions and (charges)/releases

     (582)       (104)       (5)       17       (674)  

Profit from continuing operations before tax

     1,172       61       110       56       1,399  

Revenue from external customers

     4,537       620       432       (1,119)       4,470  

Inter-segment revenue

     (1,030)       (158)       (57)       1,245       -  

Total operating income

     3,507       462       375       126       4,470  

Customer loans

     158,515       18,637       5,224       8,276       190,652  

Total assets(1)

     163,430       18,637       38,301       55,609       275,977  

Customer deposits

     129,584       15,327       2,325       5,174       152,410  

Total liabilities

     132,541       15,327       36,359       77,557       261,784  

Average number of staff(2)

     17,682       1,849       724       8       20,263  
2013                                   

Net interest income/(expense)

     2,663       284       65       (49)       2,963  

Non-interest income

     599       91       302       74       1,066  

Total operating income

     3,262       375       367       25       4,029  

Operating expenses before impairment losses, provisions and charges

     (1,750)       (258)       (186)       (1)       (2,195)  

Impairment losses on loans and advances

     (359)       (107)       -       (9)       (475)  

Provisions for other liabilities and charges

     (226)       (17)       (7)       -       (250)  

Total operating impairment losses, provisions and charges

     (585)       (124)       (7)       (9)       (725)  

Profit/(loss) from continuing operations before tax

     927       (7)       174       15       1,109  

Loss from discontinued operations after tax

     -       -       -       (8)       (8)  

Revenue from external customers

     4,488       487       408       (1,354)       4,029  

Inter-segment revenue

     (1,226)       (112)       (41)       1,379       -  

Total operating income

     3,262       375       367       25       4,029  

Customer loans

     155,613       16,933       5,142       9,360       187,048  

Total assets(1)

     160,512       16,934       37,851       54,989       270,286  

Customer deposits

     123,189       13,788       2,637       6,830       146,444  

Total liabilities

     128,106       13,838       35,797       79,955       257,696  

Average number of staff(2)

     17,779       1,587       692       8       20,066  
(1)Includes customer loans, net of impairment loss allowances.
(2)Full-time equivalents.
Geographical analysis of total operating income:    

2016

£m

     

2015

£m

     

2014

£m

 

United Kingdom

     4,803      4,561      4,437 

Other

     (8)      12      33 
      4,795      4,573      4,470 

Geographical analysis of total assets other than financial instruments, current and deferred tax

assets, post-employment benefit assets and other assets (excluding prepayments):

     

2016

£m

     

2015

£m

 

United Kingdom

            4,008      3,963 
             4,008      3,963 

Revenue by products and services

Details of revenue by product or service are disclosed in Notes 3 to 5.

Geographical information

 

Geographical analysis of total operating income:    

        2015

£m

     

        2014

£m

     

        2013

£m

 

United Kingdom

     4,561       4,437       3,988  

Other

     12       33       41  
      4,573       4,470       4,029  

Geographical analysis of total assets other than financial instruments, current and deferred tax assets, post-employment

benefit assets and other assets (excluding prepayments):

           

2015

£m

     

2014

£m

 

United Kingdom

         3,963       3,913  

Other

            -       3  
             3,963       3,916  

Santander UK plc    197


Annual Report 2016

Financial statements

Results by segment

2016    

Retail

Banking

£m

     

Commercial

Banking

£m

     

Global
Corporate

Banking

£m

     

Corporate

Centre

£m

     

Total

£m

 

Net interest income/(expense)

     3,153      405      81      (57)      3,582 

Non-interest income

     580      84      320      229      1,213 

Total operating income

     3,733      489      401      172      4,795 

Operating expenses before impairment losses, provisions and (charges

     (1,800)      (215)      (280)      (119)      (2,414) 

Impairment (losses)/releases on loans and advances

     (20)      (29)      (21)      3      (67) 

Provisions for other liabilities and charges

     (338)      (26)      (12)      (21)      (397) 

Total operating impairment losses, provisions and charges

     (358)      (55)      (33)      (18)      (464) 

Profit before tax

     1,575      219      88      35      1,917 

Revenue from external customers

     4,369      644      466      (684)      4,795 

Inter-segment revenue

     (636)      (155)      (65)      856      - 

Total operating income

     3,733      489      401      172      4,795 

Customer loans

     168,638      19,381      5,659      6,478      200,156 

Total assets(1)

     175,731      19,381      39,777      68,253      303,142 

Customer deposits

     148,063      17,203      4,054      3,031      172,351 

Total liabilities

     149,793      17,203      36,506      83,556      287,058 

Average number of staff(2)

     17,506      1,435      916      6      19,863 

2015(3)

                                   

Net interest income

     3,077      368      72      58      3,575 

Non-interest income

     536      94      307      61      998 

Total operating income

     3,613      462      379      119      4,573 

Operating expenses before impairment losses, provisions and (charges)/releases

     (1,898)      (217)      (287)      2      (2,400) 

Impairment (losses)/releases on loans and advances

     (90)      (25)      13      36      (66) 

Provisions for other liabilities and (charges)/releases

     (728)      (23)      (14)      3      (762) 

Total operating impairment losses, provisions and (charges)/releases

     (818)      (48)      (1)      39      (828) 

Profit before tax

     897      197      91      160      1,345 

Revenue from external customers

     4,529      626      437      (1,019)      4,573 

Inter-segment revenue

     (916)      (164)      (58)      1,138      - 

Total operating income

     3,613      462      379      119      4,573 

Customer loans

     167,093      18,680      5,470      7,391      198,634 

Total assets(1)

     174,110      18,680      36,593      52,023      281,406 

Customer deposits

     140,358      15,076      3,013      3,808      162,255 

Total liabilities

     143,157      15,076      32,290      75,224      265,747 

Average number of staff(2)

     18,133      1,367      898      7      20,405 

2014(3)

                                   

Net interest income

     3,041      279      75      39      3,434 

Non-interest income

     569      80      300      87      1,036 

Total operating income

     3,610      359      375      126      4,470 

Operating expenses before impairment losses, provisions and charges

     (1,850)      (200)      (260)      (87)      (2,397) 

Impairment (losses)/releases on loans and advances

     (203)      (76)      4      17      (258) 

Provisions for other liabilities and charges

     (398)      (9)      (9)      -      (416) 

Total operating impairment losses, provisions and (charges)/releases

     (601)      (85)      (5)      17      (674) 

Profit before tax

     1,159      74      110      56      1,399 

Revenue from external customers

     4,630      527      432      (1,119)      4,470 

Inter-segment revenue

     (1,020)      (168)      (57)      1,245      - 

Total operating income

     3,610      359      375      126      4,470 

Customer loans

     161,005      16,147      5,224      8,276      190,652 

Total assets(1)

     165,920      16,147      38,301      55,609      275,977 

Customer deposits

     132,946      11,965      2,325      5,174      152,410 

Total liabilities

     135,903      11,965      36,359      77,557      261,784 

Average number of staff(2)

     18,270      1,261      724      8      20,263 
(1)Includes customer loans, net of impairment loss allowances.
(2)Full-time equivalents.
(3)Restated. For discussion see Note 46

 

 

224198    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

3. NET INTEREST INCOME

 

                                                                        
    Group                   Group 
    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Interest and similar income:

                        

Loans and advances to banks

     115       141       150       127      115      141 

Loans and advances to customers

     6,491       6,548       6,940       6,198      6,491      6,548 

Other interest-earning financial assets

     89       108       80       142      89      108 

Total interest and similar income

     6,695       6,797       7,170       6,467      6,695      6,797 

Interest expense and similar charges:

                        

Deposits by banks

     (63)       (81)       (188)       (56)      (63)      (81) 

Deposits by customers

     (1,979)       (2,072)       (2,658)       (1,891)      (1,979)      (2,072) 

Debt securities in issue

     (926)       (1,032)       (1,230)       (771)      (926)      (1,032) 

Subordinated liabilities

     (138)       (151)       (106)       (143)      (138)      (151) 

Other interest-bearing financial liabilities

     (14)       (27)       (25)       (24)      (14)      (27) 

Total interest expense and similar charges

     (3,120)       (3,363)       (4,207)       (2,885)      (3,120)      (3,363) 

Net interest income

     3,575       3,434       2,963       3,582      3,575      3,434 

Interest and similar income includes £79m (2015: £81m, (2014: £103m, 2013: £115m)2014: £103m) on impaired loans.

4. NET FEE AND COMMISSION INCOME

 

                                                                        
    Group                   Group 
    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Fee and commission income:

                        

Retail and corporate products

     1,043       1,021       966       1,123      1,043      1,021 

Insurance products

     72       74       92       65      72      74 

Total fee and commission income

     1,115       1,095       1,058       1,188      1,115      1,095 

Fee and commission expense:

                        

Other fees paid

     (400)       (356)       (300)  

Retail and corporate products

     (408)      (392)      (349) 

Other

     (10)      (8)      (7) 

Total fee and commission expense

     (400)       (356)       (300)       (418)      (400)      (356) 

Net fee and commission income

     715       739       758       770      715      739 

5. NET TRADING AND OTHER INCOME

 

     Group 
      

2015

£m

     

2014

£m

     

2013

£m

 

Net trading and funding of other items by the trading book

     252       310       247  

Net income from operating lease assets

     46       42       42  

Net gains on assets designated at fair value through profit or loss

     33       267       43  

Net losses on liabilities designated at fair value through profit or loss

     (65)       (123)       (139)  

Net gains/(losses) on derivatives managed with assets/liabilities held at fair value through profit or loss

     26       (203)       155  

Net share of profit from associates and joint ventures

     10       6       4  

Net profit on sale of available-for-sale assets

     2       4       46  

Net (losses)/gains on sale of property, plant and equipment and intangible fixed assets

     (4)       2       (2)  

Hedge ineffectiveness and other

     (17)       (8)       (121)  

Profit on repurchase of debt issuance

     -       -       33  
      283       297       308  
                                                                        
                   Group 
      

2016

£m

     

2015

£m

     

2014

£m

 

Net trading and funding of other items by the trading book

     75      252      310 

Net income from operating lease assets

     35      46      42 

Net gains on assets designated at fair value through profit or loss

     253      33      267 

Net gains/(losses) on liabilities designated at fair value through profit or loss

     28      (65)      (123) 

Net (losses)/gains on derivatives managed with assets/liabilities held at fair value through profit or loss

     (135)      26      (203) 

Hedge ineffectiveness

     28      (20)      (12) 

Net profit on sale of available-for-sale assets

     115      -      - 

Other

     44      11      16 
      443      283      297 

‘Net trading and funding of other items by the trading book’ includes fair value losses of £50m (2015: £5m, (2014: £22m, 2013: £58m)2014: £22m) on embedded derivatives bifurcated from certain equity index-linked deposits, as described in the derivatives accounting policy in Note 1. The embedded derivatives are economically hedged internally with the equity derivatives trading desk. These transactions are managed as part of the overall positions of the equity derivatives trading desk, the results of which are also included in this line item, and amounted to gains of £51m (2015: £7m, (2014: £24m, 2013: £59m)2014: £24m). As a result, the net fair value movements recognised on the equity index-linked deposits and the related economic hedges were net gains of £1m (2015: £2m, (2014: £2m, 2013: £1m)2014: £2m).

On 2 November 2015, Visa Europe Limited agreed to sell 100% of its share capital to Visa Inc. The deal closed on 21 June 2016. As a member and shareholder of Visa Europe Limited, Santander UK received upfront consideration made up of cash and convertible preferred stock. Additional deferred cash consideration is also payable following the third anniversary of closing. The gain on sale amounted to £119m sterling equivalent and is included in ‘Net profit on sale of available-for-sale assets’.

In May 2016, as part of a liability management exercise, certain debt instruments were purchased pursuant to a tender offer. This had no significant impact on the income statement. In June 2015, as part of a capital management exercise, Santander UK plc purchased certain of its debt instruments pursuant to a tender offer. This had no significant impact on the income statement. A similar capital management exercise was carried out in 2013, generating a pre-tax gain of £33m.

 

 

Santander UK plc    199


Annual Report 20152016

Financial statements

 

 

 

Exchange rate differences recognised in the Consolidated Income Statement on items not at fair value through profit or loss were £4,051m expense (2015: £477m income, 2014: £486m income) and are presented in the line ‘Net trading and funding of other items by the trading book.’ These are principally offset by related releases from the cash flow hedge reserve of £4,076m income (2015: £305m expense, 2014: £427m expense) as set out in the Consolidated Statement of Comprehensive Income, which are also presented in ‘net trading and funding of other items by the trading book’. Exchange rate differences on items measured at fair value through profit or loss are included in the line items relating to changes in fair value.

6. OPERATING EXPENSES BEFORE IMPAIRMENT LOSSES, PROVISIONS AND CHARGES

 

                                                                        
                  Group                   Group 
    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Staff costs:

                        

Wages and salaries

     723       689       631       728      723      689 

Performance-related payments: - cash

     142       147       124  

- shares

     21       22       16  

Performance-related payments

     157    �� 163      169 

Social security costs

     92       90       78       94      92      90 

Pensions costs: - defined contribution plans

     50       52       38       52      50      52 

- defined benefit plans:

            

- past service credit

     2       (230)       -  

- other

     27       26       29  

- defined benefit plans

     26      29      (204) 

Other share-based payments

     (5)       6       5       3      (5)      6 

Other personnel costs

     63       58       57       62      63      58 
     1,115       860       978       1,122      1,115      860 

Other administration expenses:

                        

Information technology expenses

     351       430       418       322      351      430 

Property, plant and equipment expenses

     176       189       177       173      176      189 

Other

     463       436       374       475      463      436 
     2,105       1,915       1,947       970      990      1,055 

Depreciation, amortisation and impairment:

                        

Depreciation and impairment of property, plant and equipment

     254       221       198       201      254      221 

Amortisation and impairment of intangible assets

     41       261       50       121      41      261 
     295       482       248       322      295      482 
     2,400       2,397       2,195       2,414      2,400      2,397 

In 2014, a net gain of £218m arose as a result of scheme changes that limit future defined benefit pension entitlements and provide for the longer term sustainability of our staff pension arrangement, as set out in Note 34. The net gain comprised a past service credit of £230m, partially offset by a one-off contribution to the defined contribution scheme for affected members of £10m, both classified in pensionsStaff costs and implementation costs of £2m classified in other administration expenses.

‘Performance-related payments – shares’ consist of’Performance-related payments’ include bonuses paid in the form of sharescash and share awards granted under the Long-Term Incentive Plan, as described in Note 40. Included in ’performance-related payments – shares’ is £21m (2014: £22m, 2013: £16m) which arose fromthis are the Santander UK group’s equity-settled share-based payments, none of which related to option-based schemes. ’Other share-based payments’ consist of options granted underThese are disclosed in the Employee Sharesave scheme,table below as described in Note 40, which comprise the Santander UK group’s cash-settled share-based payments.‘Shares award’.

Performance-related payments above include amounts related to deferred performance awards as follows:

 

    Costs recognised in 2015        Costs expected to be recognised in 2016 or later     Costs recognised in 2016      Costs expected to be recognised in 2017 or later 
    

Arising from awards

in current year

     

Arising from awards

in prior year

     Total        

Arising from awards

in current year

     

Arising from awards

in prior year

     Total     

Arising from awards

in current year

     

Arising from awards

in prior year

     Total      

Arising from awards

in current year

     

Arising from awards

in prior year

     Total 
    £m     £m     £m       £m     £m     £m     £m     £m     £m      £m     £m     £m 

Cash

     4       12       16         8       7       15       4      11      15       12      6      18 

Shares

     5       7       12         11       6       17       3      10      13       7      7      14 
     9       19       28         19       13       32       7      21      28       19      13      32 

The following table shows the amount of bonus awarded to employees for the performance year 2015.2016. In the case of deferred cash and share awards, the final amount paid to an employee is influenced by forfeiture provisions and any performance conditions to which these awards are subject. The deferred share award amount is based on the fair value of these awards at the date of grant.

 

                                                                                                                                                
    Expenses charged in the year     Expenses deferred to future periods     Total     Expenses charged in the year     Expenses deferred to future periods     Total 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Cash award - not deferred

     126       133       -       -       126       133       118      126      -      -      118      126 

- deferred

     16       14       15       18       31       32       15      16      18      15      33      31 

Shares award - not deferred

     9       11       -       -       9       11       11      9      -      -      11      9 

- deferred

     12       11       17       15       29       26       13      12      14      17      27      29 

Total discretionary bonus

     163       169       32       33       195       202       157      163      32      32      189      195 

There was no impairment in 2015 and 2013.‘Pension costs: defined benefit plans’- In 2014, amortisationa net gain of £218m arose as a result of scheme changes that limit future defined benefit pension entitlements and impairmentprovide for the longer term sustainability of intangible assets included £206m in respect of the impairment of software,our staff pension arrangement, as set out in Note 22.34.

’Other share-based payments’ consist of options granted under the Employee Sharesave scheme, as described in Note 40, which comprise the Santander UK group’s cash-settled share-based payments.

During the year, the Company incurred staff costs of £908m and the average number of full-time equivalent staff was 18,150.

 

 

226200    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

Depreciation, amortisation and impairment

In 2016, an impairment charge of £45m was recognised that primarily related to a multi-entity banking platform developed for our non-ring-fenced bank under the original Banking Reform structure. There was no impairment in 2015. In 2014, an impairment charge of £206m was recognised in respect of software write-offs. The write-offs were for the decommissioning of redundant systems following the implementation of our new digital platform and the completion of our product simplification programme.

7. AUDIT AND OTHER SERVICES

The fees for audit and other services payable to the Company’s auditor Deloitte LLP, are analysed as follows:

 

    Group                   Group 
    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Audit fees:

                        

Fees payable to the Company’s auditor and its associates for the audit of the Santander UK group’s annual accounts

     3.6       3.5       3.4  

Fees payable to the Company’s auditor and its associates for other services to the Santander UK group:

            

Fees payable to the Company’s auditor(1) and its associates for the audit of the Santander UK group’s annual accounts

     4.6      3.6      3.5 

Fees payable to the Company’s auditor(1) and its associates for other services to the Santander UK group:

            

- The audit of the Santander UK group’s subsidiaries

     1.8       1.8       1.7       1.1      1.8      1.8 

Total audit fees(2)

     5.4       5.3       5.1       5.7      5.4      5.3 

Non-audit fees:

                        

Audit-related services

     2.7       2.5       2.5       0.6      2.7      2.5 

Other taxation advisory services

     0.2       0.3       0.3       0.1      0.2      0.3 

Other services

     1.7       1.2       0.8       1.9      1.7      1.2 

Total non-audit fees

     4.6       4.0       3.6       2.6      4.6      4.0 

(1) PricewaterhouseCoopers LLP became the Santander UK group’s principal auditor in 2016. Deloitte LLP was the principal auditor during 2015 and 2014. Excluded from 2016 fees are amounts of £0.2m payable to Deloitte LLP in relation to the 2015 statutory audit.

(2) Fees amounting to £0.3m included as total audit fees in the current year were attributed to audit-related services in the prior year.

Audit-related services relate to services performed in connection with the statutory and regulatory filings of the Company and its associates. Of this category £0.1m (2015: £1.2m, (2014: £1.3m, 2013:2014: £1.3m) accords with the definition of ‘Audit fees’ per US Securities and Exchange Commission (SEC) guidance. The remaining £1.5 m (2014: £1.2m, 2013:£0.5m (2015: £1.5m, 2014: £1.2m) accords with the definition of ‘Audit related‘Audit-related fees’ per that guidance and relates to services performed in connection with securitization, debt issuance and related work and reporting to prudential and conduct regulators which is in accordance with the definition ‘Audit related‘Audit-related fees’ per SEC guidance. Taxation compliance services accord with the SEC definition of ‘Tax fees’ and relate to compliance services performed in respect of Foreign AccountUS Tax Compliance Act (FATCA)returns and other similar tax compliance services. Other services accord with the SEC definition of ‘All other fees’ and include services performed in respect of the Global Corporate Banking remediation programme. 2015 included services in respect of Santander UK’s preparation for MiFiDII and IFRS 9 implementation.IFRS9 Implementation. 2014 included services in relation to the ECB’s asset quality review.

A framework for ensuring auditor’s 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 and services by the Santander UK plc Board Audit Committee. ServicesCommittee and services provided by the Santander UK group’s external auditor are subject to approval by the Santander UK plc Board Audit Committee.auditor. No services were provided pursuant to contingent fee arrangements.

8. IMPAIRMENT LOSSES AND PROVISIONS

 

     Group 
      

2015

£m

     

2014

£m

     

2013

£m

 

Impairment losses on loans and advances:

            

- loans and advances to customers (Note 16)

     156       369       576  

- loans and advances to banks (Note 15)

     -       -       -  

- loans and receivables securities (Note 19)

     -       -       -  

Recoveries of loans and advances (Note 16)

     (90)       (111)       (101)  
      66       258       475  

Impairment losses on available-for-sale financial assets (Note 20)

     -       -       -  

Provisions for other liabilities and charges: (Note 33)

            

- New and increased allowances

     762       416       295  

- Provisions released

     -       -       (45)  
      762       416       250  

Total impairment losses and provisions charged to the income statement

     828       674       725  
                   Group 
      

2016

£m

     

2015

£m

     

2014

£m

 

Impairment losses on loans and advances:

            

- Loans and advances to customers (Note 15)

     132      156      369 

Recoveries of loans and advances, net of collection costs (Note 15)

     (65)      (90)      (111) 
      67      66      258 

Provisions for other liabilities and charges (Note 33)

     397      762      416 

Total impairment losses and provisions charged to the income statement

     464      828      674 

There were no impairment losses on loans and advances to banks, loans and receivables securities, available-for-sale securities and held-to-maturity investments.

 

 

Santander UK plc    201


Annual Report 20152016

Financial statements

 

    

 

9. TAXATION

 

    Group                   Group 
Grio    

2015

£m

     

2014

£m

     

2013

£m

 
    

2016

£m

     

2015

£m

     

2014

£m

 

Current tax:

                        

UK corporation tax on profit for the year

     346       273       143       611      346      273 

Adjustments in respect of prior years

     (16)       (16)       (70)       (13)      (16)      (16) 

Total current tax

     330       257       73       598      330      257 

Deferred tax:

                        

Origination and reversal of temporary differences

     45       41       113  

Change in rate of UK corporation tax

     9       (4)       (15)  

(Credit)/charge for the year

     (11)      54      37 

Adjustments in respect of prior years

     (3)       (5)       40       11      (3)      (5) 

Total deferred tax

     51       32       138       -      51      32 

Tax on profit from continuing operations

     381       289       211  

Tax on profit

     598      381      289 

UK corporation tax is calculated at 20% (2015: 20.25% (2014: 21.5%, 2013: 23.25%2014: 21.5%) of the estimated assessable profits for the year. The standard rate of UK corporation tax was 28% for banking entities and 20% for non-banking entities (2015: 20.25%). The standard rate of UK corporation tax was reduced from 21% to 20% with effect from 1 April 2015.2015 and an 8% surcharge is applied to banking companies from 1 January 2016. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

The Finance Act 2013, which provides for a reduction in the main rate of UK corporation tax to 21% effective from 1 April 2014 and 20% effective from 1 April 2015 was enacted on 17 July 2013. As the changes in rates were substantively enacted prior to 31 December 2014, they have been reflected in the balance sheet position at 31 December 2014. The Finance (No.2) Act 2015, introduces furtherwhich was substantively enacted on 26 October 2015, introduced reductions in the corporation tax rate from 20% to 19% byin 2017 and to 18% by 2020. In addition, an 8% surcharge will apply to banking companies from 1 January

The Finance Act 2016, and there will beintroduced a further reduction in the corporation tax rate of the UK Bank Levy applicable in future periods. These changes wereto 17% from 2020. As this further change was substantively enacted on 26 October 2015. As these changes were substantively enacted prior to 31 December 2015,6 September 2016, the effects are included in the deferred tax balances at 31 December 2015.2016.

The Santander UK group’s effective tax rate for 2015,2016, based on profit before tax, was 31.2% (2015: 28.3% (2014: 20.7%, 2013: 19.0%2014: 20.7%). The tax on profit before tax differs from the theoretical amount that would arise using the basic corporation tax rate of the Company as follows:

 

    Group                   Group 
    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Profit from continuing operations before tax

     1,345       1,399       1,109  

Tax calculated at a tax rate of 20.25% (2014: 21.5%, 2013: 23.25%)

     272       301       258  

Profit before tax

     1,917      1,345      1,399 

Tax calculated at a tax rate of 20% (2015: 20.25%, 2014: 21.5%)

     384      272      301 

Bank surcharge on profits

     134      -      - 

Non-deductible preference dividends paid

     6       7       7       8      6      7 

Non-deductible UK Bank Levy

     20       16       14       30      20      16 

Non-deductible conduct remediation

     90       -       -       39      90      - 

Other non-equalised items

     8       (6)       (17)       8      8      (6) 

Effect of non-UK profits and losses

     (1)       (1)       (3)       (1)      (1)      (1) 

Utilisation of capital losses for which credit was not previously recognised

     (4)       (3)       (3)       -      (4)      (3) 

Effect of change in tax rate on deferred tax provision

     9       (4)       (15)       (2)      9      (4) 

Adjustment to prior year provisions

     (19)       (21)       (30)       (2)      (19)      (21) 

Tax charge

     381       289       211       598      381      289 

In additionThe increase in effective tax rate from 2015 to 2016 was largely due to the introduction of the 8% surcharge for banking companies, in part offset by lower levels of non-deductible conduct remediation in 2016. It is anticipated that the Santander UK group’s effective tax rate in future periods will continue to be impacted by the 8% surcharge, the level of any non-deductible conduct remediation, changes to the cost of the Bank Levy and reductions in the statutory rate as noted above.

Current tax assets and liabilities

Movements in current tax assets and liabilities during the year were as follows:

            Group            Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Assets

     49      -      198      208 

Liabilities

     (1)      (69)      -      - 

At 1 January

     48      (69)      198      208 

Income statement

     (598)      (330)      (488)      (175) 

Other comprehensive income

     (49)      10      -      10 

Corporate income tax paid

     507      419      393      132 

Other movements

     38      18      34      23 
      (54)      48      137      198 

Assets

     -      49      137      198 

Liabilities

     (54)      (1)      -      - 

At 31 December

     (54)      48      137      198 

The amount of corporation income tax expense chargedpaid differs from the tax charge for the period as a result of the timing of payments due to profit or loss,the tax authorities together with the effects of £97m (2014: £132m, 2013: £151m) has been chargedmovements in temporary differences, adjustments to prior period current tax provisions and current tax recognised directly in other comprehensive income in the year, as follows:

     Group 
2015    

Before tax amount

£m

   

Total tax

£m

   

After tax amount

£m

 

Remeasurement of defined benefit pension obligations

     319     (89)     230  

Movements in available-for-sale financial assets:

 - Gains due to changes in fair value     14     6     20  
 - Losses transferred to profit or loss     42     (8)     34  

Movements in cash flow hedge:

 - Losses due to changes in fair value     (307)     56     (251)  
 - Losses transferred to profit or loss     305     (62)     243  

Exchange differences on translation of foreign operations

       (5)     -     (5)  

Other comprehensive income

     368     (97)     271  
2014                 

Remeasurement of defined benefit pension obligations

     132     (27)     105  

Movements in available-for-sale financial assets:

 - Gains due to changes in fair value     235     (51)     184  
 - Gains transferred to profit or loss     (208)     45     (163)  

Movements in cash flow hedge:

 - Gains due to changes in fair value     44     (9)     35  
 - Losses transferred to profit or loss     427     (90)     337  

Exchange differences on translation of foreign operations

       (4)     -     (4)  

Other comprehensive income

     626     (132)     494  
2013                    

Remeasurement of defined benefit pension obligations

     (564)     113     (451)  

Movements in available-for-sale financial assets:

 - Gains due to changes in fair value     15     (4)     11  
 - Losses transferred to profit or loss     (46)     11     (35)  

Movements in cash flow hedge:

 - Losses due to changes in fair value     (207)     46     (161)  
  - Losses transferred to profit or loss     66     (15)     51  

Other comprehensive income

       (736)     151     (585)  

The total tax charge included above for 2015 includes £13m in respect of the impact of changes in the UK corporation tax rate.income.

 

 

228202    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

Current tax assets and liabilities

Movements on current tax assets and liabilities during the year were as follows:

            Group            Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Assets

     -       114       208       423  

Liabilities

     (69)       (4)       -       -  

At 1 January

     (69)       110       208       423  

Income statement

     (330)       (257)       (175)       (248)  

Other comprehensive income

     10       (78)       10       (6)  

Corporate income tax paid

     419       149       132       59  

Other movements

     18       7       23       (20)  
      48       (69)       198       208  

Assets

     49       -       198       208  

Liabilities

     (1)       (69)       -       -  

At 31 December

     48       (69)       198       208  

The Santander UK group has proactively engagedengages with HM Revenue & Customs to resolve a number of outstanding legacy tax matters.matters relating to prior years. Provision for such matters are described in Note 1 to the Consolidated Financial Statements. It hasis not however been possible to satisfactorily resolve all of these matters through this engagement and as a result litigation proceedings commencedexpected that there will be any material movement in 2014 in relation to a small number of remaining issues. such provisions within the next twelve months.

The litigation was concluded during 2015. All of these items relate to periods prior to Santander UK’s adoption ofUK group adopted the Code of Practice on Taxation for Banks in 2010. A provision for the full amount ofMore detail on Santander UK’s tax subject to dispute as part of this litigation had been made through the tax charge in previous years.strategy can be found at www.santander.co.uk.

Further information about deferred tax is presented in Note 24.

10. DISCONTINUED OPERATIONS

Santander UK plc sold its co-brand credit cards business in 2013. The loss from discontinued operations after tax of £8m in 2013 comprised the profit before tax of the discontinued operations of £nil, a loss on sale before tax of £10m, and a tax credit of £2m.

11. DIVIDENDS

a) Ordinary share capital

Dividends on ordinary shares declared during the year were as follows:

 

     Group and Company     Group and Company 
      

2015

Pence per

share

     

2014

Pence per

share

     

2013

Pence per

share

     

2015

£m

     

2014

£m

     

2013

£m

 

In respect of current year – first interim

     1.05       0.76       0.69       325       237       215  

                                          – second interim

     0.33       0.81       0.68       102       250       210  
      1.38       1.57       1.37       427       487       425  
     Group and Company     Group and Company 
      

2016

Pence per

share

     

2015

Pence per

share

     

2014

Pence per

share

     

2016

£m

     

2015

£m

     

2014

£m

 

In respect of current year - first interim

     1.02      1.05      0.76      317      325      237 

                                         - second interim

     0.89      0.33      0.81      276      102      250 
      1.91      1.38      1.57      593      427      487 

b) Other equity instruments

The annual dividend

            Group and Company 
             

2016

£m

     

2015

£m

     

2014

£m

 

£300m fixed/floating rate non-cumulative callable preference shares

         1      2      19 

£300m Step-up Callable Perpetual Reserve Capital Instruments

         17      21      21 

£300m Step-up Callable Perpetual Preferred Securities

         -      -      - 

AT1 securities:

                

 - £750m Perpetual Capital Securities

         55      30      - 

 - £300m Perpetual Capital Securities

         23      25      - 

 - £500m Perpetual Capital Securities

            32      48      - 
             128      126      40 

Further details of £21m (2014: £21m, 2013: £21m) on the Step-Up Callable Perpetual Reserve Capital Instruments was paid on 14 February 2015; the annual dividendthese securities can be found in Note 36.

c) Non-controlling interests

Group

2016

£m

2015

£m

2014

£m

PSA Finance UK Limited

12--

Further details of £0.4m (2014: £0.4m, 2013: £17m) on the £300m Step-up Callable Perpetual Preferred Securities was paid on 22 March 2015; and the annual dividend of £2m (2014: £19m, 2013: £19m) on the £300m fixed/floating rate non-cumulative callable preference shares was paid on 24 May 2015.

The quarterly dividends of £24m, £8m, £8m and £8m (2014: £nil) on the £500m Perpetual Capital Securities were declared and paid on 24 March, 24 June, 24 September and 24 December 2015, respectively; the quarterly dividends of £7m, £6m, £6m, and £6m, (2014: £nil) on the £300m Perpetual Capital Securities were declared paid on 24 March, 24 June 2015, 24 September and 24 December 2015 respectively and the quarterly dividend of £16m and £14m (2014: £nil) on the £750m Perpetual Capital Securities was paid on 24 September and 24 December 2015 respectively.these securities can be found in Note 37.

 

 

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Financial statements

 

 

 

12.11. TRADING ASSETS

 

     Group 
      

2015

£m

     

2014

£m

 

Loans and advances to banks         - securities purchased under resale agreements

     992       785  

                                                          - other(1)

     4,441       5,151  

Loans and advances to customers  - securities purchased under resale agreements

     4,352       2,200  

                                                          - other(1)

     1,608       807  

Debt securities

     5,462       7,981  

Equity securities

     7,106       4,776  
      23,961       21,700  
(1)Total ‘other’ comprises short-term loans of £665m (2014: £816m) and cash collateral of £5,384m (2014: £5,142m).
                                                                        
            Group 
             

2016

£m

     

2015

£m

 

Loans and advances to banks          - securities purchased under resale agreements

         2,757      992 

    - other(1)

         4,721      4,441 

Loans and advances to customers   - securities purchased under resale agreements

         7,955      4,352 

    - other(1)

         2,368      1,608 

Debt securities

         6,248      5,462 

Equity securities

            5,986      7,106 
             30,035      23,961 

(1) Total ‘other’ comprises short-term loans of £920m (2015: £665m) and cash collateral of £6,169m (2015: £5,384m).

Debt securities can be analysed by type of issuer as follows:

 

     Group 
      

2015

£m

     

2014

£m

 

Issued by public bodies:

        

- Government securities

     4,494       7,002  

Issued by other issuers:

        

- Fixed and floating rate notes(1): - Government guaranteed

     968       979  
      5,462       7,981  
(1)The FRNs are rated 43% AA+ and 57% AA- (2014: 43% AA+, and 57% AA-).

Debt securities and equity securities can be analysed by listing status as follows:

     Group 
      

2015

£m

     

2014

£m

 

Debt securities:

        

- Listed in the UK

     966       1,315  

- Listed elsewhere

     1,818       1,906  

- Unlisted(1)

     2,678       4,760  
      5,462       7,981  

Equity securities:

        

- Listed in the UK

     3,144       3,169  

- Listed elsewhere

     3,962       1,607  
      7,106       4,776  
(1)These largely represent Japanese Treasury bonds for which there is no financial listing.
                                                                        
            Group 
             

2016

£m

     

2015

£m

 

Issued by public bodies:

        

- Government securities

         5,350      4,494 

Issued by other issuers:

            

- Fixed and floating rate notes: - Government guaranteed

            898      968 
             6,248      5,462 

At 31 December 20152016 and 2014,2015, the Company had no trading assets. Included in the above balances are amounts due from Banco Santander SA and other subsidiaries of Banco Santander SA outside the Santander UK group of £126m (2014: £48m)£52m (2015: £126m) and £91m (2014: £73m)£56m (2015: £91m) respectively.

A significant portion of the debt and equity securities are held in our eligible liquidity pool. They comprise mainly of government bonds and quoted stocks. Detailed disclosures can be found in ‘Liquidity risk’ section of the Risk review.

 

 

230204    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

13.12. DERIVATIVE FINANCIAL INSTRUMENTS

a) Use of derivatives

The Santander UK group transacts derivatives for four primary purposes:

-To create risk management solutions for customers
-To manage the portfolio risks arising from customer business
-To manage and hedge the Santander UK group’s own risks
   -To create risk management solutions for customers
-To generate profits through sales activities.

Under IAS 39, all derivatives are classified as ‘held for trading’ (except for derivatives which are designated as effective hedging instruments in accordance with the detailed requirements of IAS 39) even if this is not the purpose of the transaction. The held for trading classification therefore includes two types of derivatives:

-Those used in sales activities and those providing risk solutions for customers
-Those used for own risk management purposes but, for various reasons, either the Santander UK group does not elect to claim hedge accounting for or they do not meet the qualifying criteria for hedge accounting. These consist of:
 -Non-qualifying hedging derivatives (economic hedges), whose terms match other on-balance sheet instruments but do not meet the technical criteria for hedge accounting, or which use natural offsets within other on-balance sheet instruments containing the same risk features as part of an integrated approach to risk management, and hence do not require the application of hedge accounting to achieve a reduction in income statement volatility
 -Derivatives managed in conjunction with financial instruments designated at fair value (the fair value option). The fair value option is described more fully in the Accounting Policy ‘Financial assets’ and Notes 1413 and 29. The Santander UK group’s business model is primarily structured to maximise use of the fair value option, rather than electing to apply hedge accounting, in order to reduce the administrative burden on the Santander UK group associated with complying with the detailed hedge accounting requirements of IAS 39
 -Derivatives that do not meet the qualifying criteria for hedge accounting, including ineffective hedging derivatives and any components of hedging derivatives that are excluded from assessing hedge effectiveness
 -Derivative contracts that represent the closing-out of existing positions through the use of matching deals.

The following table summarises the activities undertaken, the related risks associated with such activities and the types of derivatives used in managing such risks. These risks may also be managed using on-balance sheet instruments as part of an integrated approach to risk management.

 

Activity  Risk  Type of derivative
Management of the return on variable rate assets financed by shareholders’ funds and net non-interest-bearing liabilities.  Reduced profitability due to falls in interest rates.  Receive fixed interest rate swaps.
Management of the basis between administered rate assets and liabilities and wholesale market rates.  Reduced profitability due to adverse changes in the basis spread.  Basis swaps.
Management of repricing profile of wholesale funding.  Reduced profitability due to adverse movement in wholesale interest rates when large volumes of wholesale funding are repriced.  Forward rate agreements.
Fixed rate lending and investments.  Sensitivity to increases in interest rates.  Pay fixed interest rate swaps.
Fixed rate retail and wholesale funding.  Sensitivity to falls in interest rates.  Receive fixed interest rate swaps.
Equity-linked retail funding.  Sensitivity to increases in equity market indices.  Receive equity swaps.
Management of other net interest income on retail activities.  Sensitivity of income to changes in interest rates.  Interest rate swaps.
Issuance of products with embedded equity options.  Sensitivity to changes in underlying index and index volatility causing option exercise.  Interest rate swaps combined with equity options.
Lending and investments.  Sensitivity to weakening credit quality.  Purchase credit default swaps and total return swaps.
Borrowing funds in foreign currencies.  Sensitivity to changes in foreign exchange rates.  Cross currency swaps.
Lending and issuance of products with embedded interest rate options.  Sensitivity to changes in underlying rate and rate volatility causing option exercise.  Interest rate swaps plus caps/floors.
Investment in, and issuance of, bonds with put/call features.  Sensitivity to changes in rates causing option exercise.  Interest rate swaps combined with swaptions(1) and other matched options.
Management of the cost of offering sharesave schemes to employees.  Reduced profitability due to increases in the Banco Santander SA share price.  Equity options and equity forwards.
(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.

(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.

The Santander UK group’s derivative activities do not give rise to significant open positions in portfolios of derivatives. Any residual position is managed to ensure that it remains within acceptable risk levels, with matching deals being utilised to achieve this where necessary. When entering into derivative transactions, the Santander UK group employs the same credit risk management procedures to assess and approve potential credit exposures that are used for traditional lending.

 

 

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b) Trading derivatives

Most of the Santander UK group’s derivative transactions relate to sales activities and derivative contracts that represent the closing-out of existing positions through the use of matching deals. Sales activities include the structuring and marketing of derivative products to customers to enable them to take, transfer, modify or reduce current or expected risks. Limited positions may be traded actively or be held over a period of time to benefit from expected changes in exchange rates, interest rates, equity prices or other market parameters. Trading includes market-making, positioning and arbitrage activities. Market-making entails quoting bid and offer prices to other market participants for the purpose of generating revenues based on spread and volume; positioning means managing market risk positions in the expectation of benefiting from favourable movements in prices, rates or indices; arbitrage involves identifying and profiting from price differentials between markets and products.

Commercial Banking and Global Corporate Banking deal with customers who wish to enter into derivative contracts. Any market risk arising from such transactions is hedged by Global Corporate Banking. Global Corporate Banking is responsible for implementing Santander UK group derivative hedging with the external market together with its own trading activities. For trading activities, its objectives are to gain value by:

-Marketing derivatives to end users and hedging the resulting exposures efficiently
-The management of trading exposure reflected on the Santander UK group’s balance sheet.

c) Hedging derivatives

The Santander UK group uses derivatives (principally interest rate swaps and cross-currency swaps) for hedging purposes in the management of its own asset and liability portfolios, including fixed-rate lending, fixed-rate asset purchases, medium-term note issues, capital issues, and structural positions. This enables the Santander UK group to optimise the overall cost to it of accessing debt capital markets, and to mitigate the market risk which would otherwise arise from structural imbalances in the maturity and other profiles of its assets and liabilities. 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 contract/notional amounts of derivatives in the tables below indicate the nominal value of transactions outstanding at the balance sheet date; they do not represent actual exposures.

 

                  Group                                         Group 
    2015        2014                   2016                    2015 
          Fair value              Fair value           Fair value            Fair value 
Derivatives held for trading    

Notional amount

£m

     

Assets

£m

     

Liabilities

£m

        

Notional amount

£m

     

Assets

£m

     

Liabilities

£m

     

Notional amount

£m

     

Assets

£m

     

Liabilities

£m

      Notional amount
£m
     

Assets

£m

     

Liabilities

£m

 

Exchange rate contracts:

                                                   

- Cross-currency swaps

     124,025       3,907       4,364         113,977       2,227       3,077       125,850      2,700      5,040       124,025      3,907      4,364 

- Foreign exchange swaps, options and forwards

     37,879       358       572         44,786       1,097       542       39,671      964      982       37,879      358      572 
     161,904       4,265       4,936         158,763       3,324       3,619       165,521      3,664      6,022       161,904      4,265      4,936 

Interest rate contracts:

                                                   

- Interest rate swaps

     579,985       10,828       10,584         589,182       12,782       12,341       719,603      11,928      12,260       579,985      10,828      10,584 

- Caps, floors and swaptions

     49,325       1,943       1,712         53,341       2,087       1,996       46,705      2,165      2,002       49,325      1,943      1,712 

- Futures (exchange traded)

     38,633       -       1         68,434       4       8       69,501      1      -       38,633      -      1 

- Forward rate agreements

     70,328       3       47         91,353       3       42       106,989      23      79       70,328      3      47 
     738,271       12,774       12,344         802,310       14,876       14,387       942,798      14,117      14,341       738,271      12,774      12,344 

Equity and credit contracts:

                                                   

- Equity index swaps and similar products

     19,547       1,377       1,621         26,667       1,859       2,451       15,234      1,316      858       19,547      1,377      1,621 

- Equity index options (exchange traded)

     17,742       88       2         10,681       149       1       34      -      1       17,742      88      2 

- Credit default swaps and similar products

     56       5       2         66       25       2       57      5      1       56      5      2 
     37,345       1,470       1,625         37,414       2,033       2,454       15,325      1,321      860       37,345      1,470      1,625 

Commodity contracts:

                          

- Swaps

     -       -       -         18       2       2  
     -       -       -         18       2       2  

Total derivatives held for trading

     937,520       18,509       18,905         998,505       20,235       20,462       1,123,644      19,102      21,223       937,520      18,509      18,905 
Derivatives held for hedging                                                                            

Derivatives designated as fair value hedges:

                                                   

Exchange rate contracts:

                                                   

- Cross-currency swaps

     3,213       78       113         2,405       80       82       3,819      751      -       3,213      78      113 

Interest rate contracts:

                                                   

- Interest rate swaps

     68,905       1,234       1,288         80,976       1,600       1,564       70,849      1,578      1,790       68,905      1,234      1,288 

Equity derivative contracts:

                         

- Equity derivatives

     74      4      -       -      -      - 
     72,118       1,312       1,401         83,381       1,680       1,646       74,742      2,333      1,790       72,118      1,312      1,401 

Derivatives designated as cash flow hedges:

                                                   

Exchange rate contracts:

                                                   

- Cross-currency swaps

     22,727       989       1,146         20,047       1,008       577       23,786      3,907      8       22,727      989      1,146 

Interest rate contracts:

                                                   

- Interest rate swaps

     8,407       97       56         6,987       98       47       12,683      120      82       8,407      97      56 

Equity derivative contracts:

                                                   

- Equity derivatives

     21       4       -         -       -       -       24      9      -       21      4      - 
     31,155       1,090       1,202         27,034       1,106       624       36,493      4,036      90       31,155      1,090      1,202 

Total derivatives held for hedging

     103,273       2,402       2,603         110,415       2,786       2,270       111,235      6,369      1,880       103,273      2,402      2,603 

Total derivatives

     1,040,793       20,911       21,508         1,108,920       23,021       22,732       1,234,879      25,471      23,103       1,040,793      20,911      21,508 

 

 

232206    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

                  Company                                         Company 
    2015        2014                   2016                    2015 
          Fair value              Fair value           Fair value            Fair value 
Derivatives held for trading    

Notional amount

£m

     

Assets

£m

     

Liabilities

£m

        

Notional amount

£m

     

Assets

£m

     

Liabilities

£m

     

Notional amount

£m

     

Assets

£m

     

Liabilities

£m

      Notional amount
£m
     

Assets

£m

     

Liabilities

£m

 

Exchange rate contracts:

                                                   

- Cross-currency swaps

     6,301       966       1,340         2,239       804       771       8,038      1,641      1,333       6,301      966      1,340 

- Foreign exchange swaps, options and forwards

     2,550       40       39         2,451       37       38       3,268      66      66       2,550      40      39 
     8,851       1,006       1,379         4,690       841       809       11,306      1,707      1,399       8,851      1,006      1,379 

Interest rate contracts:

                                                   

- Interest rate swaps

     61,936       1,474       795         51,832       1,908       789       43,536      1,704      835       61,936      1,474      795 

- Caps, floors and swaptions

     1,930       4       13         1,328       5       13       1,452      6      5       1,930      4      13 

- Futures (exchange traded)

     -       -       -         -       -       8  
     63,866       1,478       808         53,160       1,913       810       44,988      1,710      840       63,866      1,478      808 

Equity and credit contracts:

                                                   

- Equity index swaps and similar products

     607       41       236         731       45       222       496      42      249       607      41      236 
     607       41       236         731       45       222       496      42      249       607      41      236 

Total derivatives held for trading

     73,324       2,525       2,423         58,581       2,799       1,841       56,790      3,459      2,488       73,324      2,525      2,423 
Derivatives held for hedging                                                                            

Derivatives designated as fair value hedges:

                                                   

Exchange rate contracts:

                                                   

- Cross-currency swaps

     1,284       321       -         1,414       301       -       4,188      899      157       1,284      321      - 

Interest rate contracts:

                                                   

- Interest rate swaps

     46,330       337       592         7,593       312       313       45,916      549      758       46,330      337      592 

Equity derivative contracts:

                         

- Equity derivatives

     74      4      -       -      -      - 
     47,614       658       592         9,007       613       313       50,178      1,452      915       47,614      658      592 

Derivatives designated as cash flow hedges:

                                                   

Exchange rate contracts:

                                                   

- Cross-currency swaps

     2,493       97       -         -       -       -       15,744      2,431      -       2,493      97      - 

Interest rate contracts:

                                                   

- Interest rate swaps

     2,229       18       13         -       -       -       8,179      39      37       2,229      18      13 

Equity derivative contracts:

                                                   

- Equity derivatives

     21       4       -         -       -       -       24      10      -       21      4      - 
     4,743       119       13         -       -       -       23,947      2,480      37       4,743      119      13 

Total derivatives held for hedging

     52,357       777       605         9,007       613       313       74,125      3,932      952       52,357      777      605 

Total derivatives

     125,681       3,302       3,028         67,588       3,412       2,154       130,915      7,391      3,440       125,681      3,302      3,028 

Included in the above balances are amounts due from Banco Santander SA and other subsidiaries of Banco Santander SA outside the Santander UK group of £1,320m (2014: £2,063m)£2,091m (2015: £1,320m) and £458m (2014: 475m)£272m (2015: 458m), respectively, and amounts due to Banco Santander SA and other subsidiaries of Banco Santander SA outside the Santander UK group of £1,502m (2014: £1,730m)£1,850m (2015: £1,502m) and £427m (2014: £485m)£272m (2015: £427m), respectively. The net exposures after collateral to the ultimate parent undertaking and fellow subsidiaries at 31 December 20152016 amounted to £nil (2014:(2015: £nil) and £nil (2014:£3m (2015: £nil) respectively, with collateral held exceeding the net position.

Derivative assets and liabilities are reported on a gross basis on the balance sheet unless there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or to realise the assets and settle the liabilityliabilities simultaneously. Further information about offsetting is presented in Note 44.

In addition, in the ordinary course of business, the Santander UK group entered into long-term interest rate contracts as economic hedges with two investment vehicles whose underlying assets comprise debt securities, bank loans and energy and infrastructure financings. Although the vehicles themselves are not externally rated, the counterparty exposure ranks super-senior to the most senior notes issued by the vehicles and these notes are rated AAA or AA. The total mark-to-market exposure at 31 December 2015 was £11m (2014: £18m). These long-term interest rate contracts are included within ‘derivatives held for trading - interest rate contracts’ shown above.

The table below analyses the notional and fair values of derivatives by trading and settlement method.

 

  Notional       Asset       Liability 
      Traded over the counter                             
2016  Traded on
recognised
exchanges
£m
   Settled by
central
counterparties
£m
   

Not settled

by central
counterparties
£m

   

Total

£m

        Traded on
recognised
exchanges
£m
   

Traded

over the
counter
£m

        Traded on
recognised
exchanges
£m
   

Traded

over the
counter
£m

 

Exchange rate contracts

   -    -    193,126    193,126      -    8,322      -    6,030 

Interest rate contracts

   69,501    725,626    231,203    1,026,330      1    15,814      -    16,213 

Equity and credit contracts

   34    -    15,389    15,423       -    1,334       1    859 
  Notional      Asset      Liability    69,535    725,626    439,718    1,234,879       1    25,470       1    23,102 
      Traded over the counter                           
2015  

Traded on

recognised

exchanges

£m

   

Settled by

central

counterparties

£m

   

Not settled

by central

counterparties

£m

   

Total

£m

   

Traded on

recognised

exchanges

£m

   

Traded

over the

counter

£m

   

Traded on

recognised

exchanges

£m

   

Traded

over the

counter

£m

                               

Exchange rate contracts

   -     -     187,844     187,844       -     5,333       -     6,195     -    -    187,844    187,844      -    5,333      -    6,195 

Interest rate contracts

   38,633     529,471     247,479     815,583       -     14,105       1     13,687     38,633    529,471    247,479    815,583      -    14,105      1    13,687 

Equity and credit contracts

   17,742     -     19,624     37,366       88     1,385       2     1,623     17,742    -    19,624    37,366       88    1,385       2    1,623 

Commodity contracts

   -     -     -     -        -     -        -     -  
   56,375     529,471     454,947     1,040,793        88     20,823        3     21,505     56,375    529,471    454,947    1,040,793       88    20,823       3    21,505 
2014                                        

Exchange rate contracts

   -     -     181,215     181,215       -     4,412       -     4,278  

Interest rate contracts

   68,434     519,273     302,566     890,273       4     16,570       8     15,990  

Equity and credit contracts

   10,681     -     26,733     37,414       149     1,884       1     2,453  

Commodity contracts

   -     -     18     18        -     2        -     2  
   79,115     519,273     510,532     1,108,920        153     22,868        9     22,723  

 

 

Santander UK plc    207


Annual Report 20152016

Financial statements

 

    

 

Net gains or losses arising from fair value and cash flow hedges included in net trading and other income

 

                  Group                   Company                   Group                   Company 
    

2015

£m

     

2014

£m

     

2013

£m

     

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Fair value hedging:

                                                

- Gains/(losses) on hedging instruments

     (26)       (297)       (281)       14       (125)       (244)  

- (Losses)/gains on hedging instruments

     (274)      (26)      (297)      (258)      14      (125) 

- Gains/(losses) on hedged items attributable to hedged risks

     87       379       350       (14)       118       299       335      87      379      245      (14)      118 

Fair value hedging ineffectiveness

     61       82       69       -       (7)       55       61      61      82      (13)      -      (7) 

Cash flow hedging ineffectiveness

     (81)       (94)       (176)       13       -       -       (33)      (81)      (94)      18      13      - 
     (20)       (12)       (107)       13       (7)       55       28      (20)      (12)      5      13      (7) 

Santander UK 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 or losses arising on these assets and liabilities are presented in the table above on a combined basis.

Hedged cash flows

The following tables show when the hedged cash flows are expected to occur and when they will affect income for designated cash flow hedges.

 

                                          Group                                                           Group 
2016  

        Up to 1

year

£m

     

1 - 2

years

£m

     

2 - 3

years

£m

     

3 - 4

years

£m

     

4 - 5

years

£m

     

5 - 10

years

£m

     

10 - 20

years

£m

     

20 - 30

years

£m

     

Total

 

£m

 

Hedged forecast cash flows expected to occur:

                                  

Forecast receivable cash flows

   243      223      218      208      151      397      170      113      1,723 

Forecast payable cash flows

   (4,055)      (3,427)      (3,708)      (3,018)      (2,350)      (4,692)      (569)      (408)      (22,227) 

Hedged forecast cash flows affect profit or loss:

                                  

Forecast receivable cash flows

   240      220      217      202      146      386      169      113      1,693 

Forecast payable cash flows

   (4,059)      (3,392)      (3,681)      (2,998)      (2,274)      (4,645)      (565)      (401)      (22,015) 
2015  

Up to 1

year

£m

   

1 - 2

years

£m

   

2 - 3

years

£m

   

3 - 4

years

£m

   

4 - 5

years

£m

   

5 - 10

years

£m

   

10 - 20

years

£m

   

20 - 30
years

£m

   

Total

£m

                                            

Hedged forecast cash flows expected to occur:

                                                    

Forecast receivable cash flows

   303     354     355     335     285     696     213     149     2,690     303      354      355      335      285      696      213      149      2,690 

Forecast payable cash flows

   (4,260)     (3,446)     (2,308)     (3,158)     (3,936)     (6,321)     (493)     (358)     (24,280)     (4,260)      (3,446)      (2,308)      (3,158)      (3,936)      (6,321)      (493)      (358)      (24,280) 

Hedged forecast cash flows affect profit or loss:

                                                    

Forecast receivable cash flows

   307     357     350     330     273     675     211     148     2,651     307      357      350      330      273      675      211      148      2,651 

Forecast payable cash flows

   (4,249)     (3,438)     (2,278)     (3,134)     (3,914)     (6,234)     (488)     (353)     (24,088)     (4,249)      (3,438)      (2,278)      (3,134)      (3,914)      (6,234)      (488)      (353)      (24,088) 
2014                                             
                                                          Company 
2016  

Up to 1

year

£m

     

1 - 2

years

£m

     

2 - 3

years

£m

     

3 - 4

years

£m

     

4 - 5

years

£m

     

5 - 10

years

£m

     

10 - 20

years

£m

     

20 - 30

years

£m

     

Total

 

£m

 

Hedged forecast cash flows expected to occur:

                                                    

Forecast receivable cash flows

   201     235     258     229     192     456     60     -     1,631     125      122      118      110      75      244      141      113      1,048 

Forecast payable cash flows

   (2,169)     (3,319)     (1,854)     (2,034)     (2,844)     (6,324)     (332)     -     (18,876)     (2,635)      (2,847)      (2,456)      (1,823)      (130)      (2,854)      (228)      (408)      (13,381) 

Hedged forecast cash flows affect profit or loss:

                                                    

Forecast receivable cash flows

   183     235     258     229     192     456     60     -     1,613     126      118      119      104      75      238      141      113      1,034 

Forecast payable cash flows

   (2,018)     (3,312)     (1,854)     (2,034)     (2,844)     (6,324)     (332)     -     (18,718)     (2,659)      (2,823)      (2,431)      (1,804)      (118)      (2,818)      (228)      (401)      (13,282) 
                                          Company 
2015  

Up to 1

year

£m

   

1 - 2

years

£m

   

2 - 3

years

£m

   

3 - 4

years
£m

   

4 - 5

years

£m

   

5 - 10

years
£m

   

10 - 20

years

£m

   

20 - 30

years

£m

   

Total

£m

                                            

Hedged forecast cash flows expected to occur:

                                                    

Forecast receivable cash flows

   42     50     57     61     62     241     165     149     827     42      50      57      61      62      241      165      149      827 

Forecast payable cash flows

   (716)     (72)     (89)     (72)     (897)     (592)     (190)     (358)     (2,986)     (716)      (72)      (89)      (72)      (897)      (592)      (190)      (358)      (2,986) 

Hedged forecast cash flows affect profit or loss:

                                                    

Forecast receivable cash flows

   42     51     57     61     62     240     165     148     826     42      51      57      61      62      240      165      148      826 

Forecast payable cash flows

   (716)     (72)     (89)     (71)     (893)     (582)     (189)     (353)     (2,965)     (716)      (72)      (89)      (71)      (893)      (582)      (189)      (353)      (2,965) 

In 2014, the Company had no derivatives designated as cash flow hedges.

There was one cash flow hedge of equity price risk for which hedge accounting ceased during the year ended 31 December 2015 as a result of the cash flows no longer being expected to occur. There were no transactions for which cash flow hedge accounting had to be ceased during the yearyears ended 31 December 20142016 as a result of the highly probablecash flows no longer being expected to occur. In 2015, there was one cash flow hedge of equity price risk for which hedge accounting ceased as a result of the cash flows no longer being expected to occur.

During the year, gains and losses transferred from the cash flow hedging reserve to net interest income were a net gain of £167m (2015: £157m, (2014: gain of £112m, 2013: gain of £47m)2014: £112m) and to net trading and other income were a net gain of £3,909m (2015: loss of £462m, (2014:2014: loss of £539m, 2013: loss of £113m)£539m).

During the year, the Company transferred gains from the cash flow hedging reserve to net interest income of £5m (2014: £nil)£42m (2015: £5m) and to net trading and other income of £76m (2014: £nil)£2,212m (2015: £76m).

 

 

234208    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

14.13. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE

 

            Group            Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Loans and advances to customers

     1,891       2,259       -       -  

Debt securities

     507       622       60       83  
      2,398       2,881       60       83  
            Group            Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Loans and advances to customers:

                

- Loans to housing associations

     1,215      1,453      -      - 

- Other loans

     516      438      10      - 
     1,731      1,891      10      - 

Debt securities:

                

- Mortgage-backed securities

     133      209      -      - 

- Other asset-backed securities

     36      62      36      30 

- Other securities

     240      236      39      30 
      409      507      75      60 
      2,140      2,398      85      60 

The following assets have been designated at fair value through profit or loss:Loans and advances to customers represent loans to housing associations secured on residential property and other loans.

-Loans and advances to customers, representing loans to housing associations secured on residential property of £1,453m (2014: £1,826m) and other loans of £438m (2014: £433m):
 -Loans to housing associations secured on residential property of £1,453m (2014: £1,826m) which, at the date of their origination, 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 management. Since 2009, the Santander UK group’s policy has been not to designate similar new loans at fair value through profit or loss.loss
 -Other loans of £438m (2014: £433m), representing a portfolio of roll-up mortgages, are managed, and their performance evaluated, on a fair value basis in accordance with a documented investment strategy, and information about them is provided on that basis to management.
-Debt securities, representing

Debt securities comprise holdings of mortgage-backed securities, other asset-backed securities of £271m (2014: £360m) and other debt securities of £236m (2014: £262m):

-Mortgage-backed securities of £209m (2014: £226m), other asset-backed securities of £62m (2014: £78m), and other debt securities of £236m (2014: £262m) principally representing reversionary UK property securities. These securities are managed and their performance evaluated on a fair value basis in accordance with a documented investment strategy, and information about them is provided on that basis to management.
-Other asset-backed securities of £nil (2014: £56m) which were issued by Banco Santander entities in Spain. At the date of their acquisition, they 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 management.

Included in the above balances are amounts due from Banco Santander SA and other subsidiaries of Banco Santander SA outside the Santander UK group of £nil (2014: £nil) and £nil (2014: £54m) respectively.

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 mitigated by the Santander UK group having a charge over the residential properties in respect of lending to housing associations. See ‘Maximum exposure and net exposure to credit risk’ in the ‘Credit risk review’ section of the Risk review.

The net gain during the year attributable to changes in credit risk for loans and advances designated at fair value was £40m (2015: £39m, (2014: net gain of £10m, 2013: net loss of £98m)2014: £10m). The cumulative net loss attributable to changes in credit risk for loans and advances designated at fair value at 31 December 20152016 was £209m (2014: cumulative net loss of £248m)£169m (2015: £209m).

Debt securities can be analysed by type of issuer as follows:

            Group            Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Mortgage-backed securities

     209       226       -       -  

Other asset-backed securities

     62       134       30       42  
     271       360       30       42  

Other securities

     236       262       30       41  
      507       622       60       83  

Debt securities can be analysed by listing status as follows:

     Group     Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Listed in the UK

     263       302       60       83  

Listed elsewhere

     31       92       -       -  

Unlisted(1)

     213       228       -       -  
      507       622       60       83  
(1)Includes Social Housing.

 

 

Santander UK plc    209


Annual Report 20152016

Financial statements

 

 

 

15.14. LOANS AND ADVANCES TO BANKS

 

            Group     Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Placements with other banks               - securities purchased under resale agreements

     1,247       273       -       -  

                                                              - other

     2,293       1,781       1,330       561  

Amounts due from Banco Santander   - other

     8       3       -       -  

Amounts due from Santander UK group undertakings - securities purchased under resale agreements

     -       -       -       972  

                                                              - other

     -       -       17,632       4,540  
      3,548       2,057       18,962       6,073  

In 2015, the intercompany funding arrangements between Santander UK plc and its subsidiary Abbey National Treasury Services plc were amended so that management of the funding requirement of the Santander UK group was transferred from Abbey National Treasury Services plc to Santander UK plc. These steps were taken as part of a programme that began in 2014 and is still ongoing, to facilitate the orderly implementation of the Santander UK group strategy to transition into a ring-fenced structure in due course pursuant to the requirements of the Financial Services (Banking Reform) Act 2013.

     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Placements with other banks               - securities purchased under resale agreements

     1,462      1,247      -      - 

                                                              - other

     2,885      2,293      1,988      1,330 

Amounts due from Banco Santander   - securities purchased under resale agreements

     -      -      -      - 

                                                               - other

     1      8      1      - 

Amounts due from Santander UK group undertakings   - securities purchased under resale agreements

     -      -      -      - 

                                                              - other

     -      -      23,710      17,632 
      4,348      3,548      25,699      18,962 

During the years ended 31 December 2016, 2015 2014 and 20132014 no impairment losses were incurred.

Loans and advances to banks are repayable as follows:

 

           Group     Company     Group     Company 
Repayable:    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

On demand

     1,561       734       5,608       2,767       1,200      1,561      4,247      5,608 

In not more than 3 months

     171       360       8,073       1,447       1,072      171      16,669      8,073 

In more than 3 months but not more than 1 year

     33       73       3,513       362       265      33      1,546      3,513 

In more than 1 year but not more than 5 years

     1,284       266       1,150       982       1,523      1,284      2,577      1,150 

In more than 5 years

     499       624       618       515       288      499      660      618 
     3,548       2,057       18,962       6,073       4,348      3,548      25,699      18,962 

Loans and advances to banks can be analysed by the geographical location of the issuer or counterparty as follows:15. LOANS AND ADVANCES TO CUSTOMERS

 

     Group 
Country    

2015

£m

     

2014

£m

 

UK

     1,984       1,311  

Spain

     11       7  

Rest of Europe

     42       40  

US

     534       644  

Rest of world

     977       55  
      3,548       2,057  

Loans and advances to banks can be analysed by the credit rating of the issuer or counterparty as follows:

            Group 
Credit rating(1)    

2015

£m

     

2014

£m

 

AAA

     -       9  

AA

     414       68  

AA-

     1,049       252  

A+

     706       4  

A

     1,239       1,353  

A-

     65       289  

BBB

     75       78  

BB+

     -       4  
      3,548       2,057  
(1)All exposures are internally rated. External ratings are taken into consideration in the rating process, where available.
     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Advances secured on residential properties

     154,727      153,261      154,725      153,255 

Corporate loans

     31,978      31,910      15,712      15,603 

Finance leases

     6,730      6,306      -      - 

Secured advances

     10      13      -      - 

Other unsecured loans

     6,165      6,343      5,517      6,153 

Amounts due from fellow Banco Santander subsidiaries and joint ventures

     1,112      1,367      9      10 

Amounts due from Santander UK Group Holdings plc

     5      2      5      2 

Amounts due from subsidiaries

     -      -      25,586      7,759 

Loans and advances to customers

     200,727      199,202      201,554      182,782 

Less: impairment loss allowances

     (989)      (1,157)      (980)      (1,174) 

Loans and advances to customers, net of impairment loss allowances

     199,738      198,045      200,574      181,608 
Repayable:                            

On demand

     1,273      1,243      866      1,096 

In no more than 3 months

     6,993      4,684      7,315      3,810 

In more than 3 months but not more than 1 year

     6,205      5,687      6,927      4,823 

In more than 1 year but not more than 5 years

     28,485      28,783      30,957      21,262 

In more than 5 years

     157,771      158,805      155,489      151,791 

Loans and advances to customers

     200,727      199,202      201,554      182,782 

Less: impairment loss allowances

     (989)      (1,157)      (980)      (1,174) 

Loans and advances to customers, net of impairment loss allowances

     199,738      198,045      200,574      181,608 

 

 

236210    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

16. LOANS AND ADVANCES TO CUSTOMERS

            Group            Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Advances secured on residential properties

     153,261       150,440       153,255       150,431  

Corporate loans

     31,910       30,003       15,603       14,730  

Finance leases

     6,306       2,639       -       -  

Secured advances

     13       15       -       -  

Other unsecured loans

     6,343       6,236       6,153       5,502  

Amounts due from fellow Banco Santander group subsidiaries and joint ventures

     1,367       797       10       10  

Amounts due from Santander UK Group Holdings plc

     2       -       2       -  

Amounts due from subsidiaries

     -       -       7,759       944  

Loans and advances to customers

     199,202       190,130       182,782       171,617  

Less: impairment loss allowances

     (1,157)       (1,439)       (1,174)       (1,406)  

Loans and advances to customers, net of impairment loss allowances

     198,045       188,691       181,608       170,211  
Repayable:                            

On demand

     1,243       925       1,096       939  

In no more than 3 months

     4,684       2,800       3,810       1,662  

In more than 3 months but not more than 1 year

     5,687       4,234       4,823       2,325  

In more than 1 year but not more than 5 years

     28,783       26,031       21,262       17,643  

In more than 5 years

     158,805       156,140       151,791       149,048  

Loans and advances to customers

     199,202       190,130       182,782       171,617  

Less: impairment loss allowances

     (1,157)       (1,439)       (1,174)       (1,406)  

Loans and advances to customers, net of impairment loss allowances

     198,045       188,691       181,608       170,211  

Movement in impairment loss allowances:

 

                                 Group 
2015    

Loans secured

on residential

property

£m

     

Corporate

Loans

£m

     

Finance

leases

£m

     

Other

unsecured

advances

£m

     

Total

£m

 

At 1 January 2015:

                    

- Observed

                    

- Individual

     27       354       -       -       381  

- Collective

     221       58       7       85       371  

- Incurred but not yet observed

     331       146       47       163       687  
      579       558       54       248       1,439  

Charge/(release) to the income statement:

                    

- Observed

                    

- Individual

     (1)       39       -       -       38  

- Collective

     (56)       (15)       12       248       189  

- Incurred but not yet observed

     (66)       (30)       8       17       (71)  
      (123)       (6)       20       265       156  

Write offs and other items(1)

     (32)       (157)       (5)       (244)       (438)  

At 31 December 2015:

                    

- Observed

                    

- Individual

     26       237       -       -       263  

- Collective

     133       45       12       78       268  

- Incurred but not yet observed

     265       113       57       191       626  
      424       395       69       269       1,157  
2014                                   

At 1 January 2014:

                    

- Observed

                    

- Individual

     39       388       -       -       427  

- Collective

     264       94       8       80       446  

- Incurred but not yet observed

     290       151       36       205       682  
      593       633       44       285       1,555  

Charge/(release) to the income statement:

                    

- Observed

                    

- Individual

     (12)       116       -       -       104  

- Collective

     13       (36)       6       277       260  

- Incurred but not yet observed

     41       (5)       11       (42)       5  
      42       75       17       235       369  

Write offs and other items(1)

     (56)       (150)       (7)       (272)       (485)  

At 31 December 2014:

                    

- Observed

                    

- Individual

     27       354       -       -       381  

- Collective

     221       58       7       85       371  

- Incurred but not yet observed

     331       146       47       163       687  
      579       558       54       248       1,439  

Annual Report 2015

Financial statements

                                Group                                 Group 
2013    

Loans secured

on residential

property

£m

     

Corporate

Loans

£m

     

Finance

leases

£m

     

Other

unsecured

advances

£m

     

Total

£m

 

At 1 January 2013:

                    
2016    

Loans secured

on residential

property

£m

     

Corporate

loans

£m

     

Finance

leases

£m

     

Other

unsecured

advances

£m

     

Total

£m

 

At 1 January 2016:

                    

- Observed

                                        

- Individual

     58       624       -       11       693       26      237      -      -      263 

- Collective

     241       110       6       135       492       133      45      12      78      268 

- Incurred but not yet observed

     253       162       34       168       617       265      113      57      191      626 
     552       896       40       314       1,802       424      395      69      269      1,157 

Charge/(release) to the income statement:

                                        

- Observed

                                        

- Individual

     (19)       146       -       (11)       116       (6)      78      -      -      72 

- Collective

     112       (16)       12       327       435       6      (1)      12      174      191 

- Incurred but not yet observed

     37       (11)       2       (3)       25       (116)      (18)      35      (32)      (131) 
     130       119       14       313       576       (116)      59      47      142      132 

Write offs and other items(1)

     (89)       (382)       (10)       (342)       (823)  

At 31 December 2013:

                    

Write-offs and other items(1)

     (29)      (72)      (3)      (196)      (300) 

At 31 December 2016:

                    

- Observed

                                        

- Individual

     39       388       -       -       427       20      247      -      -      267 

- Collective

     264       94       8       80       446       110      40      13      73      236 

- Incurred but not yet observed

     290       151       36       205       682       149      95      100      142      486 
     593       633       44       285       1,555       279      382      113      215      989 
2015                                   

At 1 January 2015:

                    

- Observed

                    

- Individual

     27      354      -      -      381 

- Collective

     221      58      7      85      371 

- Incurred but not yet observed

     331      146      47      163      687 
     579      558      54      248      1,439 

Charge/(release) to the income statement:

                    

- Observed

                    

- Individual

     (1)      39      -      -      38 

- Collective

     (56)      (15)      12      248      189 

- Incurred but not yet observed

     (66)      (30)      8      17      (71) 
     (123)      (6)      20      265      156 

Write-offs and other items(1)

     (32)      (157)      (5)      (244)      (438) 

At 31 December 2015:

                    

- Observed

                    

- Individual

     26      237      -      -      263 

- Collective

     133      45      12      78      268 

- Incurred but not yet observed

     265      113      57      191      626 
     424      395      69      269      1,157 
2014                                   

At 1 January 2014:

                    

- Observed

                    

- Individual

     39      388      -      -      427 

- Collective

     264      94      8      80      446 

- Incurred but not yet observed

     290      151      36      205      682 
     593      633      44      285      1,555 

Charge/(release) to the income statement:

                    

- Observed

                    

- Individual

     (12)      116      -      -      104 

- Collective

     13      (36)      6      277      260 

- Incurred but not yet observed

     41      (5)      11      (42)      5 
     42      75      17      235      369 

Write-offs and other items(1)

     (56)      (150)      (7)      (272)      (485) 

At 31 December 2014:

                    

- Observed

                    

- Individual

     27      354      -      -      381 

- Collective

     221      58      7      85      371 

- Incurred but not yet observed

     331      146      47      163      687 
     579      558      54      248      1,439 
(1)Mortgage write-offs exclude the effect of the unwind over time of the discounting in estimating losses, as described in the accounting policy ‘Impairment of financial assets’ in Note 1. Mortgage write-offs including this effect were £40m (2014: £68m)£33m (2015: £40m).

Santander UK plc    211


Annual Report 2016

Financial statements

                                 Company 
      

Loans secured

on residential

property

£m

     

Amounts

due from

subsidiaries

£m

     

Corporate

loans

£m

     

Other

unsecured

advances

£m

     

Total

£m

 

At 1 January 2016

     426      232      321      195      1,174 

Charge/(release) to the income statement

     (117)      -      28      148      59 

Write-offs and other items

     (32)      -      (58)      (163)      (253) 

At 31 December 2016

     277      232      291      180      980 

At 1 January 2015

     579      232      388      207      1,406 

Charge/(release) to the income statement

     (122)      -      33      191      102 

Write-offs and other items

     (31)      -      (100)      (203)      (334) 

At 31 December 2015

     426      232      321      195      1,174 

At 1 January 2014

     593      232      402      162      1,389 

Charge to the income statement

     42      -      92      213      347 

Write-offs and other items

     (56)      -      (106)      (168)      (330) 

At 31 December 2014

     579      232      388      207      1,406 

Recoveries of loans and advances, net of collection costs:

                                 Group 
      

Loans
secured

on residential

property

£m

     

Corporate

loans

£m

     

Finance

leases

£m

     

Other

unsecured

advances

£m

     

Total

£m

 

2016

     4      3      2      56      65 

2015

     2      3      2      83      90 

2014

     3      4      2      102      111 

Loans and advances to customers have the following interest rate structures:

 

            Group            Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Fixed rate

     104,501       95,454       96,472       87,992  

Variable rate

     94,701       94,676       86,310       83,625  

Less: impairment loss allowances

     (1,157)       (1,439)       (1,174)       (1,406)  
      198,045       188,691       181,608       170,211  

                                 Company 
      

Loans secured

on residential

property

£m

     

Amounts

due from

subsidiaries

£m

     

Corporate

Loans

£m

     

Other

unsecured

advances

£m

     

Total

£m

 

At 1 January 2015

     579       232       388       207       1,406  

Charge to the income statement

     (122)       -       33       191       102  

Write offs and other items

     (31)       -       (100)       (203)       (334)  

At 31 December 2015

     426       232       321       195       1,174  

At 1 January 2014

     593       232       402       162       1,389  

Charge to the income statement

     42       -       92       213       347  

Write offs and other items

     (56)       -       (106)       (168)       (330)  

At 31 December 2014

     579       232       388       207       1,406  

At 1 January 2013

     551       232       347       185       1,315  

Charge to the income statement

     131       -       222       241       594  

Write offs and other items

     (89)       -       (167)       (264)       (520)  

At 31 December 2013

     593       232       402       162       1,389  

Recoveries:

                                 Group 
      

Loans secured

on residential

property

£m

     

Corporate

Loans

£m

     

Finance

leases

£m

     

Other

unsecured

advances

£m

     

Total

£m

 

2015

     2       3       2       83       90  

2014

     3       4       2       102       111  

2013

     4       8       2       87       101  

238  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

            Group            Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Fixed rate

     109,595      104,501      115,734      96,472 

Variable rate

     91,132      94,701      85,820      86,310 

Less: impairment loss allowances

     (989)      (1,157)      (980)      (1,174) 
      199,738      198,045      200,574      181,608 

Finance lease and hire purchase contract receivables may be analysed as follows:

 

    Group     Group 
Gross investment:    

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

 

Within 1 year

     3,264       1,190       3,047      3,264 

Between 1-5 years

     3,405       1,591       3,906      3,405 

In more than 5 years

     253       277       264      253 
     6,922       3,058       7,217      6,922 

Less: unearned future finance income

     (616)       (419)       (487)      (616) 

Net investment

         6,306           2,639           6,730          6,306 

The net investment in finance leases and hire purchase contracts represents amounts recoverable as follows:

 

    Group     Group 
    

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

 

Within 1 year

     2,937       1,056       2,864      2,937 

Between 1-5 years

     3,191       1,403       3,670      3,191 

In more than 5 years

     178       180       196      178 
         6,306           2,639           6,730          6,306 

At 31 December 20152016 and 2014,2015, the Company had no finance lease and hire purchase contract receivables. The Santander UK 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 £38m (2014: £47m)£19m (2015: £38m) of unguaranteed residual value at the end of the current lease terms, which is expected to be recovered through re-letting or sale. Contingent rent income of £4m (2014: £5m, 2013: £11m)(2015: £4m, 2014: £5m) was earned during the year, which was classified in ‘Interest and similar income’.

Finance lease receivable balances are secured over the asset leased. The Santander UK group is not permitted to sell or repledge the asset 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 advances assigned to bankruptcy remote structured entities and Abbey Covered Bonds LLP. These loans provide security to issues of covered bonds and asset or mortgage backedmortgage-backed securities made by the Santander UK group. See Note 1716 for further details.

 

 

Annual Report 2015212    Santander UK plc

Financial


Primary financialNotes to the
Audit reportstatements

financial statements    

 

    

 

17.16. SECURITISATIONS AND COVERED BONDS

The Santander UK group uses structured entities to securitise some of the mortgage and other loans to customers that it originated.originates. The Santander UK group also issues covered bonds, which are guaranteed by a pool of the Santander UK group’s mortgage loans that it has transferred into Abbey Covered Bonds LLP. The Santander UK group issues mortgage-backed securities, other asset-backed securities and covered bonds mainly in order to obtain diverse, low cost funding, but also to be used as collateral for raising funds via third party bilateral secured funding transactions or for creating collateral which could in the future be used for liquidity purposes. The Santander UK group has successfully used bilateral secured transactions as an additional form of medium termmedium-term funding; this has allowed the Santander UK group to further diversify its medium termmedium-term funding investor base. The Santander UK 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 at 31 December 20152016 and 20142015 are listed below. The related notes in issue are set out in Note 30.

Loans and advances to customers include portfolios of residential mortgage loans, and receivables derived from credit agreements with retail customers for the purchases of financed vehicles, which are subject to non-recourse finance arrangements. These loans and receivables have been purchased by, or assigned to, structured entities or Abbey Covered Bonds LLP, and have been funded primarily through the issue of mortgage-backed securities, other asset-backed securities or covered bonds. No gain or loss has been recognised as a result of these sales. The structured entities and Abbey Covered Bonds LLP are consolidated as subsidiaries. The Company and its subsidiaries do not own directly, or indirectly, any of the share capital of any of the structured entities.

a) Securitisations

The balances of loans and advances to customers subject to securitisationgross assets securitised at 31 December 20152016 and 20142015 under the structures described below were:

 

    2015     2014     2016     2015 
    

Gross assets

securitised

£m

     

Gross assets

securitised

£m

     

Gross assets
securitised

£m

     

Gross assets
securitised

£m

 

Master Trust Structures:

                

- Holmes

     7,045       9,088       5,560      7,045 

- Fosse

     8,902       11,195       7,182      8,902 

- Langton

     6,683       8,127       5,211      6,683 

Other securitisation structures:

                

- Motor

     1,069       1,151       1,117      1,069 

- Auto ABS UK Loans

     1,138       -       1,260      1,138 
     24,837       29,561       20,330      24,837 

i) Master Trust Structures

The Santander UK 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 structured entities, which at the same time issue asset-backed securities to third-party investors or the Santander UK 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.

Santander UK plc 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. Santander UK plc and its subsidiaries have no right or obligation to repurchase any securitised loan, except if certain representations and warranties given by Santander UK plc or its subsidiaries at the time of transfer are breached and, in certain cases, if there is a product switch.

Holmes

Outstanding balances of assets securitised and notes in issue (non-recourse finance) at 31 December 20152016 and 20142015 were:

 

                       2015                   2014                        2016                   2015 
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

     

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 Master Issuer plc – 2010/1

    12 November 2010     1,199       674       601       1,425       875       601      12 November 2010     318      383      -      1,199      674      601 

Holmes Master Issuer plc – 2011/1

    9 February 2011     809       409       451       1,064       652       451      9 February 2011     -      -      -      809      409      451 

Holmes Master Issuer plc – 2011/3

    21 September 2011     599       637       -       1,288       1,335       -      21 September 2011     512      618      -      599      637      - 

Holmes Master Issuer plc – 2012/1

    24 January 2012     778       216       612       1,670       1,119       612      24 January 2012     98      118      -      778      216      612 

Holmes Master Issuer plc – 2012/2

    17 April 2012     960       845       176       947       805       176      17 April 2012     585      706      -      960      845      176 

Holmes Master Issuer plc – 2012/3

    7 June 2012     606       645       -       618       640       -      7 June 2012     426      514      -      606      645      - 

Holmes Master Issuer plc – 2012/4

    24 August 2012     -       -       -       385       218       181  

Holmes Master Issuer plc – 2013/1

    30 May 2013     443       386       85       579       500       100      30 May 2013     28      -      34      443      386      85 

Holmes Master Issuer plc – 2016/1

    26 May 2016     1,017      644      584      -      -      - 

Beneficial interest in mortgages held by Holmes Trustees Ltd

          1,651       -       -       1,112       -       -            2,576      -      -      1,651      -      - 
         7,045       3,812       1,925       9,088       6,144       2,121           5,560      2,983      618      7,045      3,812      1,925 

Less: Held by the Santander UK group

Less: Held by the Santander UK group

         -               -      

Less: Held by the Santander UK group

         -              -     

Total securitisations (See Note 30)

             3,812               6,144      

Total securitisations (See Note 30)

         2,983              3,812     

 

 

240  Santander UK plc    213


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

Annual Report 2016

Financial statements

financial statements 

    

 

Using a master trust structure, Santander UK plc 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 Santander UK plc and Holmes Funding Limited. Proceeds from notes issued to third party investors or the Santander UK group by structured entities under the Holmes master trust structure have been loaned to Holmes Funding Limited, which in turn used the funds to purchase its referred beneficial interests in the portfolio of assets held by Holmes Trustees Limited. The minimum value of assets required to be held by Holmes Trustees Limited is a function of the notes in issue under the Holmes master trust structure and Santander UK plc’s required minimum share. The Holmes securitisation companies have placed cash deposits totalling £303m (2014: £552m)£231m (2015: £303m), 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.

Holmes Funding Limited has a beneficial interest of £5.4bn (2014: £8.0bn)£3bn (2015: £5.4bn) 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.

In 2015, there were no2016, £1.2bn (2015: £nil) of mortgage-backed notes were issued from Holmes Master Issuer plc (2014: £nil).plc. Mortgage-backed securities totalling £2.7bn (2014: £3.1bn)£3.7bn (2015: £2.7bn) equivalent were redeemed during the year.

Fosse

Outstanding balances of assets securitised and notes in issue (non-recourse finance) at 31 December 20152016 and 20142015 were:

 

                       2015                   2014                        2016                   2015 
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

     

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

 

Fosse Master Issuer plc – 2010/1

    12 March 2010     494       535       -       1,340       1,017       390      12 March 2010     446      535      -      494      535      - 

Fosse Master Issuer plc – 2010/3

    27 July 2010     742       803       -       2,332       1,945       501      27 July 2010     -      -      -      742      803      - 

Fosse Master Issuer plc – 2011/1

    25 May 2011     1,256       392       967       1,483       590       967      25 May 2011     -      -      -      1,256      392      967 

Fosse Master Issuer plc – 2011/2

    6 December 2011     513       320       235       942       754       235      6 December 2011     204      211      34      513      320      235 

Fosse Master Issuer plc – 2012/1

    22 May 2012     812       774       105       1,941       1,752       286      22 May 2012     700      738      105      812      774      105 

Fosse Master Issuer plc – 2014/1

    19 June 2014     463       501       -       996       1,046       -      19 June 2014     366      441      -      463      501      - 

Fosse Master Issuer plc – 2015/1

    24 March 2015     805       871       -       -       -       -      24 March 2015     559      673      -      805      871      - 

Beneficial interest in mortgages held by Fosse Master Trust Ltd

          3,817       -       -       2,161       -       -            4,907      -      -      3,817      -      - 
         8,902       4,196       1,307       11,195       7,104       2,379           7,182      2,598      139      8,902      4,196      1,307 

Less: Held by the Santander UK group

Less: Held by the Santander UK group

  

     -               -      

Less: Held by the Santander UK group

 

     -              -     

Total securitisations (See Note 30)

             4,196               7,104                   2,598              4,196     

The Fosse Master Trust securitisation structure was established 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.

Both Fosse Funding (No.1) Limited and Santander UK plc 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 Santander UK plc’s required minimum share.

Fosse Master Issuer plc has cash deposits totalling £439m (2014: £702m)£260m (2015: £439m), 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 2015, £1bn (2014: £1bn) of2016, there were no mortgage-backed notes were issued from Fosse Master Issuer plc.plc (2015: £1bn). Mortgage-backed notes totalling £5.1bn (2014: £2.9bn)£2.9bn (2015: £5.1bn) equivalent were redeemed during the year.

Langton

Outstanding balances of assets securitised and notes in issue (non-recourse finance) at 31 December 20152016 and 20142015 were:

 

                 2015             2014                  2016             2015 
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

     

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

 

Langton Securities (2010-1) plc (1)

    1 October 2010   1,363     -     1,384     1,606     -     1,599      1 October 2010   987    -    984    1,363    -    1,384 

Langton Securities (2010-1) plc (2)

    12 October 2010   876     -     889     1,288     -     1,282      12 October 2010   -    -    -    876    -    889 

Langton Securities (2010-2) plc (1)

    12 October 2010   601     -     610     778     -     775      12 October 2010   -    -    -    601    -    610 

Langton Securities (2008-1) plc (2)

    23 March 2011   1,352     -     1,372     1,839     -     1,831      23 March 2011   1,376    -    1,372    1,352    -    1,372 

Langton Securities (2010-2) plc (2)

    28 July 2011   1,580     -     1,604     1,542     -     1,535      28 July 2011   -    -    -    1,580    -    1,604 

Beneficial interest in mortgages held by Langton Master Trust Ltd

        911     -     -     1,074     -     -          2,848    -    -    911    -    - 
        6,683     -     5,859     8,127     -     7,022          5,211    -    2,356    6,683    -    5,859 

The Langton Master Trust securitisation structure was established on 25 Januaryin 2008. Notes were issued by the Langton Securities entities to Santander UK plc for the purpose of creating collateral to be used for funding and liquidity. 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 Santander UK plc 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 Santander UK plc’s required minimum share.

In 20152016 and 2014,2015, there were no issuances from any of the Langton issuing companies. Mortgage-backed notes totalling £1.3bn (2014: £0.3bn)£3.4bn (2015: £1.3bn) equivalent were redeemed during the year.

 

 

Annual Report 2015214    Santander UK plc

Financial


Primary financialNotes to the
Audit reportstatements

financial statements    

 

    

 

ii) Other securitisation structures

The Santander UK group issues notes through pass-through stand-alone vehicles for the securitisation of receivables derived from credit agreements with retail customers for the purchases of financed vehicles.

Motor

Outstanding balances of assets securitised and notes in issue (non-recourse finance) at 31 December 20152016 and 20142015 were:

 

                       2015                 2014                        2016                 2015 
Securitisation company    

Closing date

of securitisation

    

Gross assets

securitised

£m

     

Notes in

issue

£m

     

Issued to
Santander
Consumer (UK)
plc as collateral

£m

     

Gross assets

securitised

£m

     

Notes in

issue

£m

   

Issued to
Santander
Consumer (UK)
plc as collateral

£m

     

Closing date

of securitisation

    

Gross assets

securitised

£m

     

Notes in

issue

£m

     

Issued to
Santander
Consumer (UK)
plc as collateral

£m

     

Gross assets

securitised

£m

     

Notes in

issue

£m

   

Issued to
Santander
Consumer (UK)
plc as collateral

£m

 

Motor 2012 plc

    19 September 2012     -       -       -       140       -     154  

Motor 2013-1 plc

    19 June 2013     -       -       -       328       173     176  

Motor 2014-1 plc

    16 April 2014     343       213       163       683       573     163      16 April 2014     125      -      136      343      213    163 

Motor 2015-1 plc

    02 March 2015     726       628       136       -       -     -      2 March 2015     436      352      136      726      628    136 

Motor 2016-1 plc

    15 December 2016     556      298      300      -      -    - 
         1,069       841       299       1,151       746     493           1,117      650      572      1,069      841    299 

Less: Held by the Santander UK group

Less: Held by the Santander UK group

  

     -               -    

Less: Held by the Santander UK group

 

     -              -   

Total securitisations (See Note 30)

             841               746                 650              841   

In 2015, £0.8bn (2014: £1bn)2016 there were issuances of £0.6bn (2015: £0.8bn) of asset-backed notes were issued from the Motor 2015 plc.securitisation structures. Asset-backed notes totalling £0.9bn (2014: £1bn)£0.5bn (2015: £0.9bn) equivalent were redeemed during the year. Motor 2016-1M Limited borrowed £0.2bn (2015: £nil) through an asset-backed senior loan facility.

Auto ABS UK Loans UK

Outstanding balances of assets securitised and notes in issue (non-recourse finance) at 31 December 2016 and 2015 were:

                        2016                   2015 
Securitisation company    

Closing date

of securitisation

    

Gross assets

securitised

£m

     

Notes in

issue

£m

     

Issued to PSA
Finance UK
Limited as
collateral

£m

     

Gross assets

securitised

£m

     

Notes in

issue

£m

     

Issued to PSA
Finance UK
Limited as
collateral

£m

 

Auto ABS UK Loans plc

    30 April 2017     1,260      1,275      113      1,138      996      188 
         1,260      1,275      113      1,138      996      188 

Less: Held by the Santander UK group

 

     -              -     

Total securitisations (See Note 30)

         1,275              996     

In 2016, asset-backed notes totalling £0.5bn (2015: £nil) were issued to new senior tranche investors. Additionally, asset-backed notes totalling £0.4bn (2015: £nil) were redeemed during the year as the new investment allowed some existing investors to reduce their holdings. As part of the acquisition of PSA Finance UK Limited in the first half of 2015, as described in Note 46, the Santander UK group recognised £1.2bn notes issued through Auto ABS UK Loans UK plc.

Outstanding balances of assets securitised and notes in issue (non-recourse finance) at 31 December 2015 and 2014 were:

                        2015                   2014 
Securitisation company    

Closing date

of securitisation

    

Gross assets

securitised

£m

     

Notes in

issue

£m

     

Issued to PSA
Finance UK
Limited as
collateral

£m

     

Gross assets

securitised

£m

     

Notes in

issue

£m

     

Issued to PSA
Finance UK
Limited as
collateral

£m

 

Auto ABS Loans UK plc

    21 December 2012     1,138       996       188       -       -       -  
         1,138       996       188       -       -       -  

Less: Held by the Santander UK group

  

     -               -      

Total securitisations (See Note 30)

         996               -      

In 2015, £35m of asset-backed notes were issued from Auto ABS Loans UK plc. No asset-backed notes were redeemed during the year.

b) Covered Bonds

The Santander UK group also issues covered bonds. In this structure, until 1 June 2016, Abbey National Treasury Services plc (the Issuer) issuesissued covered bonds, which are a direct, unsecured and unconditional obligation of the Issuer. The covered bonds benefitbenefitted from a guarantee from Santander UK plc 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 Santander UK plc. 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 Santander UK plc.

With effect on and from 1 June 2016, Santander UK plc was substituted in place of Abbey National Treasury Services plc as principal obligor under the covered bond programme. This substitution was effected pursuant to a deed of substitution, novation and amendment dated 26 April 2016. On and from 1 June 2016, the covered bonds continue to be guaranteed, in respect of payments of interest and principal, by Abbey Covered Bonds LLP, but are not guaranteed by any other entity in the Santander UK group. These steps were taken as Santander UK began repositioning the structure of its funding vehicles in preparation for Banking Reform.

Outstanding balances of loans and advances assigned to the covered bond programme at 31 December 2016 and 2015 and 2014 were:

                   2015                   2014 
      

Gross assets

assigned

£m

     

Notes in

issue

£m

     

Issued to
Santander UK

plc as collateral

£m

     

Gross assets

assigned

£m

     

Notes in

issue

£m

     

Issued to
Santander UK
plc as collateral

£m

 

Euro 35bn Global Covered Bond Programme

     23,613       17,760       -       25,598       18,379       -  

Less: Held by the Santander UK group

         (1,720)               -      

Total Covered Bonds (See Note 30)

         16,040               18,379      

For further information on the Euro 35bn Global Covered Bond Programme, see Note 30.

                   2016                   2015 
      

Gross assets

assigned

£m

     

Notes in

issue

£m

     

Issued to
Santander UK plc

as collateral

£m

     

Gross assets

assigned

£m

     

Notes in

issue

£m

     

Issued to
Santander UK plc as
collateral

£m

 

Euro 35bn Global Covered Bond Programme

     20,263      17,941      -      23,613      17,760      - 

Less: Held by the Santander UK group

         (1,313)              (1,720)     

Total Covered Bonds (See Note 30)

         16,628              16,040     

Santander UK plc    215


Annual Report 2016

Financial statements

 

 

242  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

 

18.17. TRANSFERS OF FINANCIAL ASSETS NOT QUALIFYING FOR DERECOGNITION

The Santander UK group enters into transactions in the normal course of business by which it transfers recognised financial assets directly to third parties or to structured entities. These transfers may give rise to the full or partial derecognition of the financial assets concerned.

-Full derecognition occurs when the Santander UK 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 Santander UK 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 Santander UK group’s continuing involvement. There are no assets subject to partial derecognition.

Financial assets that do not qualify for derecognition consist of (i) securities held by counterparties as collateral under repurchase agreements, (ii) securities lent under securities lending agreements, and (iii) loans that have been securitised under arrangements by which the Santander UK group retains a continuing involvement in such transferred assets.

As the substance of the sale and repurchase and securities lending transactions is secured borrowings, the asset collateral continues to be recognised in full and the related liability reflecting the Santander UK group’s obligation to repurchase the transferred assets for a fixed price at a future date is recognised in deposits from banks or customers, as appropriate. As a result of these transactions, the Santander UK group is unable to use, sell or pledge the transferred assets for the duration of the transaction. The Santander UK group remains exposed to interest rate risk and credit risk on these pledged instruments. The counterparty’s recourse is not limited to the transferred assets.

The Santander UK group securitisation transfers do not qualify for derecognition. The Santander UK group remains exposed to credit risks arising from the mortgage loans and has retained control of the transferred assets. Circumstances in which the Santander UK group has continuing involvement in the transferred assets may include retention of servicing rights over the transferred assets, entering into a derivative transaction with the securitisation vehicle, retaining an interest in the securitisation vehicle or providing a cash reserve fund. Where the Santander UK group has continuing involvement it continues to recognise the transferred assets to the extent of its continuing involvement and recognises an associated liability. The net carrying amount of the transferred assets and associated liabilities reflects the rights and obligations that the Santander UK group has retained.

The following table analyses the carrying amount of financial assets that did not qualify for derecognition and their associated financial liabilities:

 

    Group     Group 
    2015     2015     2014     2014     2016     2016     2015     2015 
    Carrying
amount of
transferred
assets
     Carrying
amount of
associated
liabilities
     Carrying
amount of
transferred
assets
     Carrying
amount of
associated
liabilities
     Carrying
amount of
transferred
assets
     Carrying
amount of
associated
liabilities
     Carrying
amount of
transferred
assets
     Carrying
amount of
associated
liabilities
 
Nature of transaction    £m     £m     £m     £m     £m     £m     £m     £m 

Sale and repurchase agreements

     3,856       3,564       6,851       5,829       5,600      3,831      3,856      3,564 

Securities lending agreements

     650       600       626       474       244      117      650      600 

Securitisations (See Notes 17 and 30)

     18,049       9,844       21,434       13,994  

Securitisations (See Notes 16 and 30)

     15,066      7,434      18,049      9,844 
     22,555       14,008       28,911       20,297       20,910      11,382      22,555      14,008 
    Company     Company 
    2015     2015     2014     2014     2016     2016     2015     2015 
    Carrying
amount of
transferred
assets
     Carrying
amount of
associated
liabilities
     Carrying
amount of
transferred
assets
     Carrying
amount of
associated
liabilities
     Carrying
amount of
transferred
assets
     Carrying
amount of
associated
liabilities
     Carrying
amount of
transferred
assets
     Carrying
amount of
associated
liabilities
 
Nature of transaction    £m     £m     £m     £m     £m     £m     £m     £m 

Sale and repurchase agreements

     -       -       956       902       1,023      1,023      -      - 
     1,023      1,023      -      - 

Annual Report 2015

Financial statements

19.18. LOANS AND RECEIVABLES SECURITIES

 

     Group     Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Asset-backed securities

     52       118       4,990       4,597  

Other

     -       -       1       1  

Loans and receivables securities

     52       118       4,991       4,598  

Less: Impairment allowances

     -       -       -       -  

Loans and receivables securities, net of impairment allowances

     52       118       4,991       4,598  

Included in the above balances are amounts owed to the Santander UK group by Banco Santander SA and other subsidiaries of Banco Santander SA outside the Santander UK group of £nil (2014: £nil) and £nil (2014: £7m) respectively.

     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Asset-backed securities

     257      52      795      4,990 

Other

     -      -      1      1 

Loans and receivables securities

     257      52      796      4,991 

Less: Impairment allowances

     -      -      -      - 

Loans and receivables securities, net of impairment allowances

     257      52      796      4,991 

The Company’s loans and receivables securities consist of investments in debt securities issued by Santander UK group entities.

20. AVAILABLE-FOR-SALE SECURITIES

                 Group     Company 
                    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Debt securities

             8,883       8,919       7,716       6,394  

Equity securities

                   129       25       112       11  
                    9,012       8,944       7,828       6,405  

 

Debt securities and equity securities can be analysed by listing status as follows:

 

  

                 Group     Company 
                    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Debt securities:

                        

- Listed in the UK

             4,867       5,843       3,786       3,405  

- Listed elsewhere

             3,843       2,629       3,757       2,542  

- Unlisted

                   173       447       173       447  
                    8,883       8,919       7,716       6,394  

Equity securities:

                        

- Listed in the UK

             17       22       2       9  

- Listed elsewhere

             2       1       -       -  

- Unlisted

                   110       2       110       2  
                    129       25       112       11  

 

Debt securities can be analysed by contractual maturity and the related weighted average yield for the year as follows:

 

  

                                  Group 
2015           

Within 1 year

£m

     

1-5

years

£m

     

5-10

years

£m

     

Over 10

years

£m

     

Total

£m

 

Issued by public bodies:

                        

- UK Government

         617       837       1,510       -       2,964  

- Other Government

         -       157       259       -       416  

Banks, Building societies and Other issuers

            281       2,156       2,431       635       5,503  
             898       3,150       4,200       635       8,883  

Weighted average yield

            2.55%       1.78%       2.44%       1.56%       2.16%  
2014                                          

Issued by public bodies:

                        

- UK Government

         -       2,437       1,726       -       4,163  

Banks, Building societies and Other issuers

            212       1,825       2,141       578       4,756  
             212       4,262       3,867       578       8,919  

Weighted average yield

            2.64%       2.28%       2.77%       2.33%       2.52%  

 

The movement in available-for-sale securities can be summarised as follows:

 

  

      Group     Company 
      

2015

£m

     

2014

£m

     

2013

£m

     

2015

£m

     

2014

£m

     

2013

£m

 

At 1 January

     8,944       5,005       5,483       6,405       2,029       357  

Additions

     2,021       4,236       2,904       2,021       4,236       1,680  

Redemptions and maturities

     (1,926)       (561)       (3,344)       (613)       (146)       -  

Amortisation of (premium)/discount

     (67)       22       (55)       (20)       22       (10)  

Exchange adjustments

     26       7       2       25       7       -  

Movement in fair value

     14       235       15       10       257       2  

At 31 December

     9,012       8,944       5,005       7,828       6,405       2,029  

 

 

244216    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

19. AVAILABLE-FOR-SALE SECURITIES

           Group     Company 
             

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Debt securities

         10,449      8,883      9,974      7,716 

Equity securities

            112      129      95      112 
             10,561      9,012      10,069      7,828 

 

Debt securities can be analysed by contractual maturity and the related weighted average yield for the year as follows:

 

 

                           Group 
2016    

Within

1 year

£m

     

1-5

years

£m

     

5-10

years

£m

     

Over 10

years

£m

     

Total

£m

 

Issued by public bodies:

                    

- UK Government

     300      508      1,240      175      2,223 

- Other Government

     -      416      1,149      -      1,565 

Banks, Building societies and Other issuers

     307      3,359      2,382      613      6,661 
      607      4,283      4,771      788      10,449 

Weighted average yield

     1.87%      1.85%      2.20%      1.46%      1.98% 
2015                                   

Issued by public bodies:

                    

- UK Government

     617      837      1,510      -      2,964 

- Other Government

     -      157      259      -      416 

Banks, Building societies and Other issuers

     281      2,156      2,431      635      5,503 
      898      3,150      4,200      635      8,883 

Weighted average yield

     2.55%      1.78%      2.44%      1.56%      2.16% 

A significant portion of the debt securities are held in our eligible liquidity pool and consist mainly of government bonds and covered bonds. Detailed disclosures can be found in the ‘Liquidity risk’ section of the Risk review.

20. HELD-TO-MATURITY INVESTMENTS

Group and Company

2016

£m

2015

£m

Debt securities

6,648-

Debt securities can be analysed by contractual maturity and the related weighted average yield for the year as follows:

                           Group and Company 
2016    

Within

1 year

£m

     

1-5

years

£m

     

5-10

years

£m

     

Over
10

years

£m

     

Total

£m

 

UK Government securities

     -      -      6,648      -      6,648 
                                    

Weighted average yield

     -      -      1.76%      -      1.76% 

During the year, the Santander UK group purchased a portfolio of UK Government debt securities which were classified as held-to-maturity investments on acquisition. At 31 December 2015, the Santander UK group did not hold any held-to-maturity investments. A significant portion of the debt securities are held in our eligible liquidity pool and consist mainly of government bonds and covered bonds. Detailed disclosures can be found in the ‘Liquidity risk’ section of the Risk review.

Santander UK plc    217


Annual Report 2016

Financial statements

 

21. INTERESTS IN OTHER ENTITIES

 

           Group            Company            Group            Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Subsidiaries

     -       -       5,200       5,366       -      -      4,481      5,200 

Associates

     -       2       -       -  

Joint ventures

     48       36       3       -       61      48      5      3 
     48       38       5,203       5,366       61      48      4,486      5,203 

The Santander UK group consists of a parent company, Santander UK plc, incorporated in the UK and a number of subsidiaries and joint ventures held directly and indirectly by the Company. The Company has no individually significant associates. Details of subsidiaries, joint ventures and associates are set out in the Shareholder Information section and form an integral part of these financial statements.

a) Interests in subsidiaries

Interests in subsidiaries are eliminated during the preparationThe Company holds directly or indirectly 100% of the Consolidated Financial Statements. Interestsissued ordinary share capital of its principal subsidiaries. All companies operate principally in subsidiariestheir country of incorporation or registration. Santander UK plc has branches in the Company unconsolidated financial statements are held at cost subject to impairment. Isle of Man and Jersey. Abbey National Treasury Services plc has branch offices in the US and the Cayman Islands.

The movement in the Company’s interests in subsidiaries in the Company unconsolidated financial statements was as follows:

                   Company 
2015    

Cost

£m

     

Impairment

£m

     

Net book value

£m

 

At 1 January

     6,016       (650)       5,366  

Additions

     -       (4)       (4)  

Reversal

     -       77       77  

Dissolution/Disposal

     (48)       23       (25)  

Capital reduction of subsidiaries

     (214)       -       (214)  

At 31 December

     5,754       (554)       5,200  

2014

            

At 1 January

     6,339       (163)       6,176  

Additions

     307       (128)       179  

Transfer from investment in Santander Cards (UK) Limited (see Note 21)

     (456)       -       (456)  

Dissolution

     (174)       174       -  

Capital reduction of subsidiaries

     -       (533)       (533)  

At 31 December

     6,016       (650)       5,366  

                   Company 
2016    

Cost

£m

     

Impairment

£m

     

Net
book value

£m

 

At 1 January

     5,754      (554)      5,200 

Reversal

     -      38      38 

Dissolution/Disposal

     (110)      84      (26) 

Capital reduction of investment in subsidiaries

     (731)      -      (731) 

At 31 December

     4,913      (432)      4,481 

2015

            

At 1 January

     6,016      (650)      5,366 

Additions

     -      (4)      (4) 

Reversal

     -      77      77 

Dissolution/Disposal

     (48)      23      (25) 

Capital reduction of subsidiaries

     (214)      -      (214) 

At 31 December

     5,754      (554)      5,200 

On 3 February 2015, the Santander UK group through Santander Consumer (UK) plc (SCUK) purchased 50% of the shares of PSA Finance UK Limited, a company that offers a range of consumer finance and insurance products and services for individuals, businesses and distribution networks in the automotive industry. For further details on the acquisition, see Note 46. PSA Finance UK Limited has been consolidated as SCUK has obtained control through its ability to direct the activities that most significantly affect SCUK’s return.

In 20152016 and 2014,2015, the movements on interests in subsidiaries principally represented changes in the capital invested in certain subsidiaries as a result of an internal reorganisation within the Santander UK group. During 2014, Santander Cards (UK) Limited transferred its business to Santander UK plc.

Subsidiaries

The Santander UK group consists of a parent company, Santander UK plc, incorporated in the United Kingdom and a number of subsidiaries and associates held directly and indirectly by Santander UK plc.

Santander UK 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. Santander UK plc has branches in the Isle of Man and in Jersey.

On 1 June 2015, the deposit taking business of Abbey National International Limited (ANIL) was transferred to Santander UK plc Jersey branch. This followed the sanctioning by the Royal Court of Jersey on 8 May 2015 of a transfer scheme prepared under Article 48D of, and the Schedule to the Banking Business (Jersey) Law 1991. From that date, ANIL was no longer considered a principal subsidiary. Details of subsidiary undertakings, joint ventures and associates are set out in the Shareholder Information section and form an integral part of the financial statements.

Subsidiaries with significant non-controlling interests

The only subsidiary with significant non-controlling interests is PSA Finance UK Limited. For more information see Note 46.

      2016    2015

Proportion of ownership interests and voting rights held by non-controlling interests

     50%      50% 

Place of business

     UK      UK 
     £m      £m 

Profit attributable to non-controlling interests

     27      25 

Accumulated non-controlling interests of the subsidiary

     150      135 

Dividends paid to non-controlling interests

     12      - 

Summarised financial information:

        

- Total assets

     3,450      3,448 

- Total liabilities

     3,417      3,399 

- Profit for the year

     55      50 

- Total comprehensive income for the year

     55      52 

218    Santander UK plc


  2015  Primary financialNotes to the
PSA Finance UK Limited     

Proportion of ownership interests and voting rights held by non-controlling interests

   50%

Place of business

   UK
Audit report  £m

Profit attributable to non-controlling interests

statements
  25

Accumulated non-controlling interests of the subsidiary

135

Dividends paid to non-controlling interests

-

Summarised financial information:

-total assets

3,448

-total liabilities

3,399

-profit for the year

50

-total comprehensive income for the year

52

Annual Report 2015

Financial statements

 

    

 

Interests in consolidated structured entities

Structured entities are formed by Santander UK to accomplish specific and well-defined objectives. Santander UK consolidates these structured entities when the substance of the relationship indicates control, as described in Note 1. In addition to the structured entities disclosed in Note 1716 which are used for securitisation and covered bond programmes, the only other structured entities consolidated by the Santander UK group are described below. All the external assets in these entities are included in the financial statements and in relevant Notes of these Consolidated Financial Statements. Other than as set out below, no significant judgements were required with respect to control or significant influence.

i) Guaranteed Investment Products 1 PCC (GIP)

GIP is a Guernsey-incorporated, closed-ended, protected cell company. The objective of each cell is to achieve capital growth for retail investors. In order to achieve the investment objective, GIP, on behalf of the respective cells, has entered into transactions with Santander UK. Santander Guarantee Company, a Santander UK group company, also guarantees the shareholders of cells a fixed return on their investment and/or the investment amount. GIP has no third party assets. Although the share capital is owned by the retail investors, Santander UK continues to have exposure to variable risks and returns through Santander Guarantee Company’s guarantee and has therefore consolidated this entity.

ii) Santander UK Foundation Limited

Santander UK Foundation Limited supports disadvantaged people throughout the UK through the charitable priorities of education and financial capability. The entity was set up by Santander UK and all its revenue arise through donations from Santander UK, and its third party assets are minimal, comprising of available-for-sale assets of £15m (2014: £14m)(2015: £15m). This entity has been consolidated as Santander UK directs its activities.

b) Interests in associates

Santander UK does not have any individually material interests in associates. As set out in the accounting policies in Note 1, interests in associates are accounted for using the equity method. In the year ended 31 December 2015, Santander UK’s share in the profit after tax of its associates was £nil (2014: £nil). At 31 December 2015, the carrying amount of Santander UK’s interests was £nil (2014: £2m) and its shares of its associates’ commitments and contingent liabilities were £nil (2014: £nil) and £nil (2014: £nil), respectively. Certain of the associates have also invested in structured entities. The amounts are not significant. Management has concluded that the carrying value of the associates represents the maximum exposure to loss after taking into account any interest the associates may have in structured entities.

c) Interests in joint ventures

Santander UK does not have any individually material interests in joint ventures. As set out in the accounting policies in Note 1, interests in joint ventures are accounted for using the equity method. In the year ended 31 December 2015,2016, Santander UK’s share in the profit after tax of its joint ventures was £9m (2014: £7m)£13m (2015: £9m) before elimination of transactions between Santander UK and the joint ventures. At 31 December 2015,2016, the carrying amount of Santander UK’s interest was £48m (2014: £36m)£61m (2015: £48m). At 31 December 20152016 and 2014,2015, the joint ventures had no commitments and contingent liabilitiesliabilities.

d)c) Interests in unconsolidated structured entities

Structured entities sponsored by the Santander UK group

Santander UK has interests in structured entities which it sponsors but does not control. Santander UK considers itself a sponsor of a structured entity when it facilitates the establishment of the structured entity. The structured entities sponsored but not consolidated by Santander UK are as follows. Other than as set out below, no significant judgements were required with respect to control or significant influence.

i) Santander (UK) Common Investment Fund

In 2008, a common investment fund was established to hold the assets of the Santander UK Group Pension Scheme. The Santander (UK) Common Investment Fund is not consolidated by Santander UK, but its assets of £9,359m (2014: £9,393m)£11,125m (2015: £9,359m) are accounted for as part of the defined benefit assets and obligations recognised on Santander UK’s balance sheet. See Note 34 for further information about the entity. As this entity holds the assets of the pension scheme it is outside the scope of IFRS 10. Santander UK’s maximum exposure to loss is equal to the sum of the carrying amount of the assets held.

ii) Trust preferred entities

The trust preferred entities, Abbey National Capital Trust I and Abbey National Capital LP I are 100% owned finance subsidiaries (as defined in Regulation S-X under the US Securities Act 1933, as amended) of Santander UK plc which were set up by Santander UK solely for the issuance of trust preferred securities to third parties and lend the funds on to other Santander UK companies. 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 Santander UK plc. The terms of the securities do not include any significant restrictions on the ability of Santander UK plc to obtain funds, by dividend or loan, from any subsidiary. The trust preferred entities are not consolidated by Santander UK as Santander UK plc is not exposed to variability of returns from the entities.

iii) Grafton

In December 2016, ANTS plc established Grafton CLO 2016-1 Designated Activity Company (Grafton), a private limited liability company incorporated in Ireland, to issue a £100m Credit Linked Note to third party investors which references a portfolio of ANTS’ loans. Concurrently, Grafton sold credit protection to ANTS in respect of that portfolio and, in return for a fee, is liable to make protection payment amounts to ANTS upon the occurrence of a credit event in relation to any of the referenced entities. Because the third party investors have exposure, or rights, to the variable returns from Grafton, the company is not consolidated by Santander UK. The maximum exposure to loss is equal to any unamortised fees paid to Grafton in connection with the credit protection outlined above.

Structured entities not sponsored by the Santander UK group

The Santander UK group also has interests in structured entities which it does not sponsor or control. These largely relate to the legacy Treasurytreasury asset portfolio and consist of holdings of mortgage and other asset-backed securities issued by entities that were established and/or sponsored by other unrelated financial institutions. Details of these securities are set out in Note 19.18. Management has concluded that the Santander UK group has no control or significant influence over these entities and that the carrying value of the interests held in these entities represents the maximum exposure to loss.

 

 

246  Santander UK plc    219


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

Annual Report 2016

Financial statements

financial statements 

    

 

22. INTANGIBLE ASSETS

 

    Group     Company     Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Goodwill

     1,834       1,834       1,650       1,650       1,834      1,834      1,650      1,650 

Other intangibles

     397       353       367       336       482      397      439      367 
     2,231       2,187       2,017       1,986       2,316      2,231      2,089      2,017 

a) Goodwill

 

    Group     Company     Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Cost

                                

At 1 January

     1,916       1,916       1,650       1,194  

Transfer

     -       -       -       456  

At 31 December

     1,916       1,916       1,650       1,650  

At 1 January/ 31 December

     1,916      1,916      1,650      1,650 

Accumulated impairment

                                

At 1 January/ 31 December

     82       82       -       -       82      82      —        —   

Net book value

     1,834       1,834       1,650       1,650       1,834      1,834      1,650      1,650 

Impairment of goodwill

During 20152016 and 2014,2015, no impairment of goodwill was recognised. Impairment testing in respect of goodwill allocated to each cash-generating unit (CGUs)(CGU) is performed annually or more frequently if there are impairment indicators present. For the purpose of impairment testing, the CGUsCGU are based on customer groups within the relevant business divisions.

The cash flow projections for each CGU are based on the five yearfive-year plan prepared for regulatory purposes, based on Santander UK’s 3-Year Plan and approved by the Santander UK plc Board. The assumptions included in the expected future cash flows for each CGU take into consideration the UK economic environment and financial outlook within which the CGU 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 allocated by Santander UK to investments in the business division in which the CGUsCGU operates. The growth rate used reflects management’s five-year forecasts, with a terminal growth rate for each year applied thereafter, in line with the estimated long-term average UK GDP growth rate.

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 of goodwill to be recognised.

The following CGUs include in their carrying values goodwill that comprises the goodwill reported by Santander UK. The CGUs do not carry on their balance sheets any other intangible assets with indefinite useful lives.

20152016

 

Business Division  Cash-Generating Unit  

Goodwill

£m

   Basis of valuation  

Discount

rate

   

Growth

rate(1)

   CGU  

Goodwill

£m

   Basis of valuation  

Discount

rate

%

   

Growth

rate(1)

%

 

Retail Banking

  Personal financial services   1,625    Value in use: cash flow based on 5 year plan   10.4%     3%    Personal financial services   1,625   Value in use: cash flow based on 5 year plan   11.4    2 

Retail Banking

  Consumer finance   175    Value in use: cash flow based on 5 year plan   10.4%     1%    Consumer finance   175   Value in use: cash flow based on 5 year plan   11.4    1 

Retail Banking

  Private banking   30    Value in use: cash flow based on 5 year plan   10.4%     1%    Private banking   30   Value in use: cash flow based on 5 year plan   11.4    1 

Retail Banking

  Other   4    Value in use: cash flow based on 5 year plan   10.4%     3%    Other   4   Value in use: cash flow based on 5 year plan   11.4    2 
      1,834                 1,834          

2014

               

2015

               

Retail Banking

  Personal financial services   1,625    Value in use: cash flow based on 5 year plan   11.7%     2%    Personal financial services   1,625   Value in use: cash flow based on 5 year plan   10.4    3 

Retail Banking

  Consumer finance   175    Value in use: cash flow based on 5 year plan   11.7%     1%    Consumer finance   175   Value in use: cash flow based on 5 year plan   10.4    1 

Retail Banking

  Private banking   30    Value in use: cash flow based on 5 year plan   11.7%     3%    Private banking   30   Value in use: cash flow based on 5 year plan   10.4    1 

Retail Banking

  Other   4    Value in use: cash flow based on 5 year plan   11.7%     2%    Other   4   Value in use: cash flow based on 5 year plan   10.4    3 
      1,834                 1,834          
(1)Average growth rate based on the five yearfive-year plan for the first five years and a growth rate of 2.0% (2015: 2.3% (2014: 2.2%) applied thereafter.

In 2015,2016, the discount rate decreasedincreased by 1.31 percentage pointspoint to 11.4% (2015: 10.4% (2014: 11.7%). The decreaseincrease reflected changes in current market and economic conditions. In 2015,2016, the change in growth rates reflected Santander UK’s updated strategic priorities in the context of forecast economic conditions.

 

 

Annual Report 2015220    Santander UK plc

Financial


Primary financialNotes to the
Audit reportstatements

financial statements    

 

    

 

b) Other intangibles

 

    Group     Company            Group            Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Cost

                                

At 1 January

     516       619       560       636       601      516      630      560 

Additions

     85       136       70       128       213      85      197      70 

Disposals

     -       (239)       -       (238)       (54)      -      (54)      - 

Transfers

     -       -       -       34  

At 31 December

     601       516       630       560       760      601      773      630 

Accumulated amortisation / impairment

                                

At 1 January

     163       118       224       152       204      163      263      224 

Charge for the year

     41       261       39       261       76      41      73      39 

Disposals

     -       (216)       -       (215)       (47)      -      (47)      - 

Transfers

     -       -       -       26  

Impairment during the year

     45      -      45      - 

At 31 December

     204       163       263       224       278      204      334      263 

Net book value

     397       353       367       336       482      397      439      367 

Other intangible assets consist of computer software. The assessment of whether an asset is exhibiting indicators of impairment as well as the calculation of impairment, which requires the estimate of future cash flows and fair values less costs to sell, also requires the preparation of cash flow forecasts and fair values for assets that may not be regularly bought and sold.

In 2014, an2016, intangible asset impairment charge of £206m was recognised in respect of software write-offs. The write-offs werewrite-downs primarily relate to a multi-entity banking platform developed for our non-ring-fenced bank under the decommissioning of redundant systems following the implementation of our new digital platform and the completion of our product simplification programme.original Banking Reform structure.

23. PROPERTY, PLANT AND EQUIPMENT

 

    Group     Group 
    

Property

£m

     

Office fixtures

and equipment

£m

     

Computer

software

£m

     

Operating lease
assets

£m

     

Total

£m

 

Cost:

                    

At 1 January 2016

     1,071      1,316      434      106      2,927 

Additions

     25      117      -      19      161 

Disposals

     (41)      (69)      -      (57)      (167) 

At 31 December 2016

     1,055      1,364      434      68      2,921 

Accumulated depreciation:

                    

At 1 January 2016

     197      697      434      2      1,330 

Charge for the year

     36      135      -      30      201 

Disposals

     (23)      (44)      -      (34)      (101) 

At 31 December 2016

     210      788      434      (2)      1,430 

Net book value

     845      576      -      70      1,491 
    

Property

£m

   

Office fixtures

and equipment

£m

   

Computer

software

£m

   

Operating lease
assets

£m

   

Total

£m

                          

Cost:

                                

At 1 January 2015

     1,099     1,136     434     143     2,812       1,099      1,136      434      143      2,812 

Additions

     19     230     1     21     271       19      230      1      21      271 

Disposals

     (47)     (50)     (1)     (58)     (156)       (47)      (50)      (1)      (58)      (156) 

At 31 December 2015

     1,071     1,316     434     106     2,927       1,071      1,316      434      106      2,927 

Accumulated depreciation:

                                

At 1 January 2015

     172     591     417     8     1,188       172      591      417      8      1,188 

Charge for the year

     36     134     18     39     227       36      134      18      39      227 

Disposals

     (25)     (41)     (1)     (45)     (112)       (25)      (41)      (1)      (45)      (112) 

Impairment during the year

     14     13     -     -     27       14      13      -      -      27 

At 31 December 2015

     197     697     434     2     1,330       197      697      434      2      1,330 

Net book value

     874     619     -     104     1,597       874      619      -      104      1,597 
                 

Cost:

            

At 1 January 2014

     1,074     983     433     107     2,597  

Additions

     38     229     1     102     370  

Disposals

     (13)     (76)     -     (66)     (155)  

At 31 December 2014

     1,099     1,136     434     143     2,812  

Accumulated depreciation:

            

At 1 January 2014

     147     529     383     17     1,076  

Charge for the year

     35     116     34     36     221  

Disposals

     (10)     (54)     -     (45)     (109)  

At 31 December 2014

     172     591     417     8     1,188  

Net book value

     927     545     17     135     1,624  

 

 

248  Santander UK plc    221


IndependentPrimary financialNotes to the
Auditor’s Report

Annual Report 2016

Financial statements

financial statements    

 

 

     Company 
      

Property

£m

     

Office fixtures

and equipment

£m

     

Computer

software

£m

     

Total

£m

 

Cost:

                

At 1 January 2015

     1,053       1,271       361       2,685  

Additions

     18       224       1       243  

Disposals

     (47)       (49)       -       (96)  

At 31 December 2015

     1,024       1,446       362       2,832  

Accumulated depreciation:

                

At 1 January 2015

     340       739       346       1,425  

Charge for the year

     33       129       16       178  

Disposals

     (25)       (39)       -       (64)  

Impairment during the year

     14       13       -       27  

At 31 December 2015

     362       842       362       1,566  

Net book value

     662       604       -       1,266  
                             

Cost:

                

At 1 January 2014

     998       1,128       361       2,487  

Additions

     25       219       -       244  

Disposals

     (13)       (76)       -       (89)  

Other

     43       -       -       43  

At 31 December 2014

     1,053       1,271       361       2,685  

Accumulated depreciation:

                

At 1 January 2014

     298       681       312       1,291  

Charge for the year

     31       111       34       176  

Disposals

     (10)       (53)       -       (63)  

Other

     21       -       -       21  

At 31 December 2014

     340       739       346       1,425  

Net book value

     713       532       15       1,260  

     Company 
      

Property

£m

     

Office fixtures

and equipment

£m

     

Computer

software

£m

     

Total

£m

 

Cost:

                

At 1 January 2016

     1,024      1,446      362      2,832 

Additions

     25      115      -      140 

Disposals

     (41)      (66)      -      (107) 

At 31 December 2016

     1,008      1,495      362      2,865 

Accumulated depreciation:

                

At 1 January 2016

     362      842      362      1,566 

Charge for the year

     31      129      -      160 

Disposals

     (23)      (42)      -      (65) 

At 31 December 2016

     370      929      362      1,661 

Net book value

     638      566      -      1,204 
                             

Cost:

                

At 1 January 2015

     1,053      1,271      361      2,685 

Additions

     18      224      1      243 

Disposals

     (47)      (49)      -      (96) 

At 31 December 2015

     1,024      1,446      362      2,832 

Accumulated depreciation:

                

At 1 January 2015

     340      739      346      1,425 

Charge for the year

     33      129      16      178 

Disposals

     (25)      (39)      -      (64) 

Impairment during the year

     14      13      -      27 

At 31 December 2015

     362      842      362      1,566 

Net book value

     662      604      -      1,266 

At 31 December 2015,2016, capital expenditure contracted but not provided for in respect of property, plant and equipment was £46m (2014: £23m)£48m (2015: £46m). Of the carrying value at the balance sheet date, £98m (2014: £209m)£22m (2015: £98m) related to assets under construction.

Operating lease assets

The Santander UK group’s operating lease assets consist of motor vehicles and other assets leased 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     Group 
    

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

 

In no more than 1 year

     25       32       24      25 

In more than 1 year but no more than 5 years

     39       58       36      39 

In more than 5 years

     -       2  
     64       92       60      64 

Contingent rent income of £4m (2014: £5m)(2015: £4m) was recognised in the year.

24. 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. Deferred tax balances are presented in the balance sheet after offsetting assets and liabilities where the Santander UK group and Company has the legal right to offset and intends to settle on a net basis. The table below shows the deferred tax assets and liabilities including the movement in the deferred tax account during the year:

 

    Group     Company     Group 
    

Pensions

and other

retirement

benefits

     

Accelerated

tax

depreciation

     Tax losses
carried
forward
     Other
temporary
differences
     Total     Pensions
and other
retirement
benefits
     Accelerated
tax
depreciation
     Other
temporary
differences
     Total     Fair value of
financial
instruments
     Pension
remeasurement
     Cash flow
hedges
     Available-for-
sale
     Tax losses
carried
forward
     

Accelerated

tax

depreciation

     

Other

temporary
differences

     Total 
    £m     £m     £m     £m     £m     £m     £m     £m     £m     £m     £m     £m     £m     £m     £m     £m     £m 

At 1 January 2016

     (76)      (115)      (27)      (11)      8      3      (5)      (223) 

Income statement charge

     44      (53)      -      -      (3)      (8)      20      - 
Charged to other comprehensive income     1      133      (23)      (16)      -      -      -      95 

At 31 December 2016

     (31)      (35)      (50)      (27)      5      (5)      15      (128) 

At 1 January 2015

     (26)       (9)       11       (35)       (59)       (25)       10       (11)       (26)       (26)      (26)      (20)      -      11      (9)      11      (59) 

Income statement charge

     1       17       (3)       (66)       (51)       1       7       (59)       (51)       (50)      1      -      -      (3)      17      (16)      (51) 

Charged to other comprehensive income

     (89)       -       -       (18)       (107)       (89)       -       (10)       (99)       -      (89)      (7)      (11)      -      -      -      (107) 

Arising on acquisition

     (1)       (5)       -       -       (6)       -       -       -       -  

Eliminated on disposal

     -      (1)      -      -      -      (5)      -      (6) 

At 31 December 2015

     (115)       3       8       (119)       (223)       (113)       17       (80)       (176)       (76)      (115)      (27)      (11)      8      3      (5)      (223) 
                                             

At 1 January 2014

     108       (20)       -       (72)       16       108       12       (66)       54  

Income statement charge

     (107)       -       11       64       (32)       (106)       (2)       55       (53)  

Charged to other comprehensive income

     (27)       -       -       (27)       (54)       (27)       -       -       (27)  

Eliminated on disposal

     -       11       -       -       11       -       -       -       -  

At 31 December 2014

     (26)       (9)       11       (35)       (59)       (25)       10       (11)       (26)  

222    Santander UK plc


Primary financialNotes to the
Audit reportstatements

financial statements    

     Company 
     Fair value
of financial
instruments
     Pension
remeasurement
     Cash flow
hedges
     Available-
for-sale
     Tax losses
carried
forward
     

Accelerated

tax

depreciation

     

Other

temporary
differences

     Total 
      £m     £m     £m     £m     £m     £m     £m     £m 

At 1 January 2016

     (77)      (113)      1      (11)      -      17      7      (176) 

Income statement charge

     40      (53)      -      -      -      (11)      16      (8) 
Charged to other comprehensive income     -      134      (8)      (12)      -      -      -      114 

At 31 December 2016

     (37)      (32)      (7)      (23)      -      6      23      (70) 
                                

At 1 January 2015

     (39)      (25)      -      -      -      10      28      (26) 

Income statement charge

     (38)      1      -      -      -      7      (21)      (51) 
Charged to other comprehensive income     -      (89)      1      (11)      -      -      -      (99) 

At 31 December 2015

     (77)      (113)      1      (11)      -      17      7      (176) 

The deferred tax assets/(liabilities)/assets scheduled above have been recognised in both Santander UK plc and the Santander UK 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. Based on the conditions at the balance sheet date, management

Annual Report 2015

Financial statements

determined that a reasonably possible change in any of the key assumptions underlying the estimated future taxable profits in the Santander UK group’s five yearfive-year plan (described in Note 22) would not cause a reduction in the deferred tax assets recognised.

In 2015,At 31 December 2016, the Santander UK group and a trading subsidiary Santander Lending Limited recognised a deferred tax asset of £8m (2014: £11m)£5m (2015: £8m) in respect of prior year trading losses. Future profit forecasts are such that recognition criteria under IAS 12 have been met. These tax losses do not time expire.

At 31 December 2015,2016, the Santander UK group has recognised UK capital losses carried forward of £50m (2014: £18m unrecognised)£nil (2015: £50m). TheseThere are no unrecognised capital losses are available forcarried forward (2015: £nil).

In addition, the Santander UK group has net operating losses carried forward in the US of $80m (2015: $80m). The deferred tax asset has not been recognised as the Santander UK group does not currently anticipate being able to offset the losses against future UK chargeableprofits or gains and under current UK tax legislation do not time expire. It is considered probable that certain assets held as available-for-sale will be disposed of in 2016 and these losses may be used against part oforder to realise any economic benefit in the arising gain.foreseeable future.

25. OTHER ASSETS

 

    Group     Company     Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Trade and other receivables

     1,261       772       1,079       694       1,261      1,261      1,210      1,079 

Prepayments

     87       67       57       59       140      87      71      57 

Accrued income

     27       14       23       7       72      27      21      23 

General insurance assets

     -       23       -       23  
     1,375       876       1,159       783       1,473      1,375      1,302      1,159 

Included in the above balances are amounts due from Banco Santander SA and other subsidiaries of Banco Santander SA outside the Santander UK group of £4m (2014: £5m)£5m (2015: £4m) and £11m (2014: £19m)£12m (2015: £11m) respectively.

26. DEPOSITS BY BANKS

 

     Group     Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Items in the course of transmission

     326       308       323       288  

Deposits by banks - securities sold under repurchase agreements

     3,900       4,797       1,564       783  

Amounts due to Santander UK subsidiaries

     -       -       23,897       9,989  

Amounts due to Banco Santander

                

- securities sold under repurchase agreements

     309       -       -       -  

- other

     1,014       966       1,003       945  

Amounts due to fellow Banco Santander subsidiaries

                

- other

     135       129       135       129  

Deposits held as collateral

     438       758       45       59  

Other deposits

     2,156       1,256       1,301       360  
      8,278       8,214       28,268       12,553  

Repayable:

                

On demand

     3,331       2,708       7,172       9,277  

In not more than 3 months

     1,258       336       7,216       1,690  

In more than 3 months but not more than 1 year

     1,949       911       4,885       722  

In more than 1 year but not more than 5 years

     1,632       4,142       7,106       841  

In more than 5 years

     108       117       1,889       23  
      8,278       8,214       28,268       12,553  
     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Items in the course of transmission

     308      326      302      323 

Deposits by banks - securities sold under repurchase agreements

     2,384      3,900      1,706      1,564 

Amounts due to Santander UK subsidiaries

     -      -      12,269      23,897 

Amounts due to Banco Santander SA:

                

- securities sold under repurchase agreements

     -      309      -      - 

- other

     24      1,014      24      1,003 

Amounts due to fellow Banco Santander subsidiaries:

                

- securities sold under repurchase agreements

     -      -      -      - 

- other

     -      135      -      135 

Deposits held as collateral

     755      438      35      45 

Other deposits(1)

     6,298      2,156      5,405      1,301 
      9,769      8,278      19,741      28,268 
(1)Includes drawdown from the TFS of £4,500m (2015: £nil).

In 2015, the intercompany funding arrangements between

Santander UK plc and its subsidiary Abbey National Treasury Services plc were amended so that management of the funding requirement of the Santander UK group was transferred from Abbey National Treasury Services plc to Santander UK plc. These steps were taken as part of a programme that began in 2014 and is still ongoing, to facilitate the orderly implementation of the Santander UK group strategy to transition into a ring-fenced structure in due course pursuant to the requirements of the     223


Annual Report 2016

Financial Services (Banking Reform) Act 2013.statements

 

 

     Group            Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Repayable:

                

On demand

     2,366      3,331      1,725      7,172 

In not more than 3 months

     909      1,258      11,488      7,216 

In more than 3 months but not more than 1 year

     650      1,949      952      4,885 

In more than 1 year but not more than 5 years

     5,751      1,632      5,553      7,106 

In more than 5 years

     93      108      23      1,889 
      9,769      8,278      19,741      28,268 

27. DEPOSITS BY CUSTOMERS

            Group            Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Current and demand accounts:

                

- Interest-bearing

     85,967      74,256      83,134      69,834 

- Non-interest-bearing

     67      532      67      897 

Savings accounts(1)

     58,305      59,420      57,400      56,111 

Time deposits

     27,203      27,959      24,623      28,941 

Securities sold under repurchase agreements

     502      502      502      502 

Amounts due to Santander UK subsidiaries

     -      -      23,827      31,604 

Amounts due to Santander UK Group Holdings plc(2)

     4,464      842      4,464      842 

Amounts due to fellow Banco Santander subsidiaries

     664      563      657      560 
      177,172      164,074      194,674      189,291 

Repayable:

                

On demand

     145,810      130,680      142,234      128,093 

In no more than 3 months

     4,944      5,670      4,790      6,205 

In more than 3 months but not more than 1 year

     13,272      16,392      13,144      17,038 

In more than 1 year but not more than 5 years

     10,851      10,810      10,081      9,514 

In more than 5 years

     2,295      522      24,425      28,441 
      177,172      164,074      194,674      189,291 
(1)Includes equity index-linked deposits of £1,618m (2015: £2,029m). The capital amount guaranteed/protected and the amount of return guaranteed in respect of the equity index-linked deposits were £1,618m and £129m (2015: £2,029m and £160m) respectively.
(2)Includes downstreamed funding from our immediate parent company Santander UK Group Holdings plc.

28. TRADING LIABILITIES

     Group 
      

2016

£m

     

2015

£m

 

Deposits by banks:            - securities sold under repurchase agreements

     780      1,148 

        - other(1)

     3,420      1,629 

Deposits by customers:         - securities sold under repurchase agreements

     8,018      6,510 

        - other(1)

     541      641 

Short positions in securities and unsettled trades

     2,801      2,794 
      15,560      12,722 
(1)Comprises cash collateral of £3,535m (2015: £1,559m) and short-term deposits of £426m (2015: £711m).

At 31 December 2016 and 2015, the Company had no trading liabilities. Included in the above balances are amounts due to Banco Santander SA of £312m (2015: £nil) and to fellow subsidiaries of Banco Santander SA of £37m (2015: £126m).

29. FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE

     Group            Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

US$10bn Euro Commercial Paper Programme

     454      474      -      - 

US$30bn Euro Medium Term Note Programme

     184      223      184      - 

Euro 10bn Note Certificate and Warrant Programme and Global Structured Solutions Programme

     1,137      1,184      -      - 

Warrants programme

     2      10      -      - 

Eurobonds

     137      125      137      - 

Structured deposits

     526      -      -      - 
      2,440      2,016      321      - 

250224    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

27. DEPOSITS BY CUSTOMERS

     Group     Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Current and demand accounts:

                

- interest-bearing

     74,256       63,546       69,834       58,711  

- non interest-bearing

     532       353       897       46  

Savings accounts(1)

     59,420       57,099       56,111       55,790  

Time deposits

     27,959       31,241       28,941       27,897  

Securities sold under repurchase agreements

     502       500       502       500  

Amounts due to Santander UK subsidiaries

     -       -       31,604       39,977  

Amounts due to Santander UK Group Holdings plc(2)

     842       -       842       -  

Amounts due to fellow Banco Santander subsidiaries

     563       867       560       867  
      164,074       153,606       189,291       183,788  

Repayable:

                

On demand

     130,680       130,539       128,093       127,529  

In no more than 3 months

     5,670       7,070       6,205       4,811  

In more than 3 months but not more than 1 year

     16,392       10,001       17,038       8,271  

In more than 1 year but not more than 5 years

     10,810       5,170       9,514       4,194  

In more than 5 years

     522       826       28,441       38,983  
      164,074       153,606       189,291       183,788  
(1)Includes equity index-linked deposits of £2,029m (2014: £3,058m). The capital amount guaranteed/protected and the amount of return guaranteed in respect of the equity index-linked depositsHistorically, financial liabilities were £2,029m and £160m, respectively (2014: £3,058m and £225m, respectively).
(2)Includes downstreamed funding from our immediate parent company Santander UK Group Holdings plc. £168m (2014: £nil) was in respect of the issuance of a ¥30bn senior unsecured probond in two tranches (3 and 5 year), and £674m (2014: £nil) was in respect of a $1bn 5 year senior unsecured SEC registered benchmark issuance.

Savings accounts and time deposits are interest-bearing.

28. TRADING LIABILITIES

     Group 
      

2015

£m

     

2014

£m

 

Deposits by banks             - securities sold under repurchase agreements

     1,148       4,508  

        - other(1)

     1,629       2,715  

Deposits by customers      - securities sold under repurchase agreements

     6,510       4,040  

        - other(1)

     641       859  

Short positions in securities and unsettled trades

     2,794       3,211  
      12,722       15,333  
(1)Comprises cash collateral of £1,559m (2014: £1,905m) and short-term deposits of £711m (2014: £1,669m).

At 31 December 2015 and 2014, the Company had no trading liabilities. Included in the above balances are amounts due to Banco Santander SA of £nil (2014: £433m) and to fellow subsidiaries of Banco Santander SA of £126m (2014: £84m).

29. FINANCIAL LIABILITIES DESIGNATED AT FAIR VALUE

     Group 
      

2015

£m

     

2014

£m

 

Debt securities in issue   - US$10bn Euro Commercial Paper Programme

     474       854  

    - US$30bn Euro Medium Term Note Programme

     348       464  

    - Euro 10bn Note Certificate and Warrant Programme and Global Structured Solutions Programme

     1,184       1,517  

Warrants programme

     10       13  
      2,016       2,848  

Debt securities in issue and warrants have been designated at fair value through profit andor loss where they 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. WhereSince 2009, the Santander UK group records its own debt securities in issuegroup’s policy has been not to designate similar new loans at fair value thethrough profit or loss.

The fair value is based on quoted prices in an active market for the specific instrument concerned, if available.

When quoted market prices are unavailable, the own debt security in issuefair value is valuedestimated using valuation techniques, the inputs for which are either based upon quoted prices in an inactive market for the instrument, or are estimated by comparison with quoted prices in an active market for similar instruments. In both cases, the fair value includes the effect of applying the credit spread which is appropriate to the Santander UK group’s liabilities. The change in fair value of issued debt securities attributable to the Santander UK group’s own credit spread is computed as follows: for each security at each reporting date, an externally verifiable price is obtained or a price is derived using credit spreads for similar securities for the same issuer or credit default swaps. Each security is then valued using discounted cash flows, incorporating a LIBOR-based discount curve. The difference in the valuations is attributable to the Santander UK group’s own credit spread. This methodology is applied consistently across all securities where it is believed that counterparties would consider the Santander UK group’s creditworthiness when pricing trades.

With effect on and from 1 June 2016, Santander UK plc was substituted in place of Abbey National Treasury Services plc as principal obligor under the US$30bn Euro Medium Term Note Programme. This substitution was effected pursuant to a deed of substitution dated 26 April 2016. On and from 1 June 2016, notes issued under the US$30bn Euro Medium Term Note Programme are the sole liability of Santander UK plc and are not guaranteed by any other entity in the Santander UK group. Santander UK plc also became the issuer for the following standalone securities: the Euro 60m Guaranteed Step-Down Fixed/Inverse Floating Rate Notes due 2019, and the £166,995,000 Zero Coupon Amortising Guaranteed Notes due 2038. These steps were taken as Santander UK began repositioning the structure of its funding vehicles in preparation for Banking Reform.

Details of the main programmes listed above are available on our website www.aboutsantander.co.uk.

Annual Report 2015

Financial statements

At 31 December 2015 and 2014, the Company had no financial liabilities designated at fair value. Included in the above balances are amounts due to Banco Santander SA of £25m (2014: £29m) and to fellow subsidiaries of Banco Santander SA of £nil (2014: £67m)£10m (2015: £25m).

Gains and losses arising from changes in the credit spread of liabilitiessecurities issued by the Santander UK group reverse over the contractual life of the debt, provided that the debt is not repaid at a premium or a discount. The net gain during the year attributable to changes in the Santander UK group’s own credit risk on the above debt securities in issue was £6m (2015: net gain of £23m, (2014:2014: net loss of £1m, 2013: net loss of £13m)£1m). The cumulative net gain attributable to changes in the Santander UK group’s own credit risk on the above debt securities in issue at 31 December 20152016 was £16m (2014:£22m (2015: cumulative net lossgain of £7m)£16m).

At 31 December 2015,2016, the amount that would be required to be contractually paid at maturity of the debt securities in issue above was £35m lower (2015: £162m (2014: £165m) higherhigher) than the carrying value.

US$10bn Euro Commercial Paper Programme30. DEBT SECURITIES IN ISSUE

            Group            Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Medium term notes:

                

- US$30bn Euro Medium Term Note Programme (See Note 29)

     10,818      11,404      10,921      - 

- US SEC-registered – Santander UK plc

     7,499      -      7,578      - 

- US SEC-registered – Abbey National Treasury Services plc

     -      5,585      -      - 

- US$20bn Commercial Paper Programme

     2,678      2,270      -      - 

Euro 35bn Global Covered Bond Programme

     16,628      16,040      15,997      - 

Certificates of deposit

     5,217      4,473      -      - 

Securitisation programmes (See Note 16)

     7,506      9,843      -      - 
      50,346      49,615      34,496      - 

Repayable:

                

On demand

     -      -      -      - 

In not more than 3 months

     9,070      5,199      3,290      - 

In more than 3 months but not more than 1 year

     6,553      6,282      4,074      - 

In more than 1 year but not more than 5 years

     20,821      18,661      20,213      - 

In more than 5 years

     13,902      19,473      6,919      - 
      50,346      49,615      34,496      - 

With effect on and from 1 June 2016, Santander UK plc was substituted in place of Abbey National Treasury Services plc may from time to time issue commercial paperas principal obligor under the US$10bn Euro Commercial Paper35bn Global Covered Bond Programme, that may be denominated in any currency as agreed between Abbey National Treasury Services plcUS SEC-registered debt shelf and the relevant dealer. The commercial paper ranks 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 commercial paper have been unconditionally and irrevocably guaranteed by Santander UK plc.

The commercial paper is issued in bearer form, subject to a minimum maturity of 1 day and a maximum maturity of 364 days. The commercial paper 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 commercial paper outstanding from time to time under the Programme will not exceed US$10bn (or its equivalent in other currencies). The commercial paper is not listed on any stock exchange.

US$30bn Euro Medium Term Note Programme

Programme. This substitution was effected pursuant to a deed of substitution, novation and amendment dated 26 April 2016. On and from 1 June 2016, the Covered Bonds continue to be guaranteed, in respect of payments of interest and principal, by Abbey National Treasury Services plc mayCovered Bonds LLP, but are not guaranteed by any other entity in the Santander UK group. On and from time to time issue1 June 2016, notes denominated in any currency as agreed between the issuer and the relevant dealerissued under the US$30bn Euro Medium Term Note Programme. The paymentProgramme are the sole liability of all amounts payableSantander UK plc and are not guaranteed by any other entity in respectthe Santander UK group. These steps were taken as Santander UK began repositioning the structure of its funding vehicles in preparation for Banking Reform.

Details of the notes is unconditionally and irrevocably guaranteed by Santander UK plc. The programme provides for issuance of fixed rate notes, floating rate notes, variable interest notes and zero-coupon/discount notes.

The maximum aggregate nominal amount of all notes outstanding under the programme may not exceed US$30bn (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 bemain programmes listed above are available on the London Stock Exchange or any other stock exchange(s) as agreed. This was increased from US$20bn in March 2015.our website www.aboutsantander.co.uk.

Euro 10bn Note, Certificate and Warrant Programme and Global Structured Solutions Programme

Abbey National Treasury Services plc may from time to time issue structured notes and redeemable certificates (together the N&C Securities) and warrants (together with the N&C Securities, the Securities) denominated in any currency as agreed between Abbey National Treasury Services plc and the relevant dealers under the Note, Certificate and Warrant programme and the Global Structured Solutions Programmes (the Structured Securities Programmes). The securities are direct, senior and unsecured 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 senior and unsecured obligations of Abbey National Treasury Services plc. The payment of all amounts due in respect of the Securities has been unconditionally and irrevocably guaranteed by Santander UK plc.

The Structured Securities Programmes provide for the issuance of commodity linked N&C Securities, credit-linked N&C Securities, currency-linked Securities, equity-linked Securities, equity index-linked Securities, fixed rate N&C Securities, floating rate N&C Securities, fund-linked Securities, inflation-linked Securities, property-linked Securities, zero-coupon/discount N&C Securities and any other structured Securities as agreed between Abbey National Treasury Services plc and the relevant dealers. Securities issued under the Structured Securities Programmes are governed by English law.

The maximum aggregate outstanding nominal amount of all N&C Securities and the aggregate issue prices of outstanding warrants from time to time issued under the Structured Securities Programmes will not exceed euro 10bn (or its equivalent in other currencies).

Warrants programme

Abbey National Treasury Services plc established a warrants programme (the Warrants Programme) in 2009 for the issuance of structured warrants denominated in any currency as agreed between Abbey National Treasury Services plc and the relevant dealers under the Warrants 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.

In 2012, Abbey National Treasury Services plc discontinued the issue of new warrants under the Warrants Programme as new issuances are being made under the Structured Securities Programmes. The payments of all amounts due in respect of the previously issued warrants have been unconditionally and irrevocably guaranteed by Santander UK plc.

252  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

30. DEBT SECURITIES IN ISSUE

            Group            Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Bonds and medium term notes:

                

- Euro 35bn Global Covered Bond Programme

     16,040       18,379       -       -  

- US$30bn Euro Medium Term Note Programme (See Note 29)

     11,404       7,735       -       -  

- US$40bn Euro Medium Term Note Programme

     -       112       -       112  

- US SEC registered – Abbey National Treasury Services plc

     5,585       4,050       -       -  

- US$20bn Commercial Paper Programme

     2,270       3,510       -       -  

- Euro 5bn Guaranteed French Certificates of Deposit Programme

     811       968       -       -  

- Certificates of deposit

     3,662       3,042       -       -  
     39,772       37,796       -       112  

Securitisation programmes (See Note 17):

                

- Holmes

     3,811       6,144       -       -  

- Fosse

     4,196       7,104       -       -  

- Motor

     839       746       -       -  

- Auto ABS UK Loans

     997       -       -       -  
      49,615       51,790       -       112  

Included in the above balances are amounts due to Banco Santander SA and other subsidiaries of Banco Santander SA outside the Santander UK group of £67m (2014: £64m)£36m (2015: £67m) and £60m (2014: £285m)£162m (2015: £60m) respectively.

Euro 35bn Global Covered Bond Programme

Abbey National Treasury Services plc issues covered bonds under the euro 35bn Global Covered Bond Programme that may be denominated in any currency as agreed between Abbey National Treasury Services plc and the relevant dealers. 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 Santander UK plc. Abbey Covered Bonds LLP (the LLP), together with Santander UK plc, 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 35bn (or its equivalent in other currencies), subject to any modifications 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$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. 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 Note 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 Santander UK plc with effect from 28 May 2010 under a business transfer scheme under Part VII of the Financial Services and Markets Act 2000. As a result, the notes are now direct, unsecured and unconditional obligations of Santander UK plc.

US SEC registered debt shelf – Abbey National Treasury Services plc

Abbey National Treasury Services plc issues notes in the US from time to time pursuant to a shelf registration statement on Form F-3 filed with the US Securities and Exchange Commission in 2013.

 

 

Santander UK plc    225


Annual Report 20152016

Financial statements

 

 

    

US$20bn Commercial Paper Programme

On 1 July 2015, Abbey National Treasury Services plc, US Branch set up a US$20bn Commercial Paper Programme for the issuance of commercial paper. The new programme will replace the ANNA LLC US$20bn Commercial Paper Programme, and ANNA LLC will not issue any further commercial paper going forward.

Abbey National Treasury Services plc, US Branch from time to time issues unsecured notes denominated in United States dollars as agreed between Abbey National Treasury Services plc, US Branch and the relevant dealers under the US$20bn US commercial paper programme. The Notes rank at least pari passu with all other unsecured and unsubordinated indebtedness of Abbey National Treasury Services plc, US Branch and Santander UK plc. The payments of all amounts due in respect of the Notes have been unconditionally and irrevocably guaranteed by Santander UK plc. 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).

Euro 5bn Guaranteed French Certificates of Deposit Programme

Abbey National Treasury Services plc may from time to time issue certificates of deposit under the Euro5bn Guaranteed French Certificates of Deposit Programme that may be denominated in any currency as agreed between the Company and the relevant dealer. The certificates of deposit 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 certificates of deposit have been unconditionally and irrevocably guaranteed by Santander UK plc. The certificates of deposit are issued in bearer form, subject to a maximum maturity of 365 days or 366 days in a leap year. The certificates of deposit may bear fixed or floating rate interest. The maximum aggregate nominal amount of all certificates of deposit outstanding from time to time under the programme will not exceed euro 5bn (or its equivalent in other currencies). The certificates of deposit are not listed on any stock exchange.

Certificates of deposit

Abbey National Treasury Services plc may from time to time issue certificates of deposit that may be denominated in any currency as agreed between the parties. The certificates of deposit 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 certificates of deposit have been unconditionally and irrevocably guaranteed by Santander UK plc. The certificates of deposit are issued in bearer form and may bear fixed or floating rate interest. The certificates of deposit are not listed on any stock exchange.

Securitisation programmes

The Santander UK group has provided prime retail mortgage-backed securitised products and other asset-backed securitised products to a diverse investor base through its mortgage and other asset-backed funding programmes, as described in Note 17.

Funding has historically been raised via mortgage-backed notes, both issued to third parties and retained. In addition, the Santander UK group has provided other asset-backed securitised products to investors through the securitisation of auto loan receivables.

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    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Euro

    0.00% - 3.99%    Up to 2015     -       4,039       -       -  
        Up to 2016     4,415       3,790       -       -  
        2017 – 2019     6,377       4,989       -       -  
        2020 – 2029     6,231       3,109       -       -  
        2030 – 2059     710       2,494       -       -  
    4.00% - 4.99%    2017 – 2019     874       939       -       -  
        2020 – 2029     2,131       2,301       -       -  
          2030 – 2059     161       171       -       -  

US dollar

    0.00% - 3.99%    Up to 2015     -       4,844       -       -  
        Up to 2016     3,807       199       -       -  
        2017 – 2019     3,555       2,745       -       -  
        2020 – 2029     679       402       -       -  
        2040 – 2059     2,388       4,230       -       -  
    4.00% - 5.99%    Up to 2015     -       33       -       33  
        Up to 2016     683       660       -       -  
        2020 – 2029     682       650       -       -  
          2040 – 2059     177       168       -       -  

Pounds sterling

    0.00% - 3.99%    Up to 2015     -       2,311       -       -  
        Up to 2016     2,576       -       -       -  
        2017 – 2019     3,119       1,975       -       -  
        2020 – 2029     2,352       959       -       -  
        2040 – 2059     3,724       5,338       -       -  
    4.00% - 5.99%    2017 – 2019     415       421       -       -  
        2020 – 2029     3,468       3,506       -       -  
        2040 – 2059     922       931       -       -  
     6.00% - 6.99%    Up to 2015     -       79       -       79  

Other currencies

    0.00% - 5.99%    Up to 2015     -       182       -       -  
        2020 – 2029     169       147       -       -  
        2040 – 2060     -       123       -       -  
     6.00% - 6.99%    2050 – 2059     -       55       -       -  
                49,615       51,790       -       112  

254  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

 

31. SUBORDINATED LIABILITIES

 

    Group     Company     Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

£325m Sterling Preference Shares

     344       344       344       344       344      344      344      344 

£175m Fixed/Floating Rate Tier One Preferred Income Capital Securities

     2       201       2       200       2      2      2      2 

Undated subordinated liabilities

     809       1,711       821       1,728       768      809      817      821 

Dated subordinated liabilities

     2,730       1,746       2,784       1,793       3,189      2,730      3,248      2,784 
     3,885       4,002       3,951       4,065       4,303      3,885      4,411      3,951 

The above securities will, in the event of the winding-upwinding 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 other equity instruments, as described in Note 36.

The Santander UK group has not had any defaults of principal, interest or other breaches with respect to its subordinated liabilities during the year (2014:(2015: 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 PRA.

Included in the above balances are amounts due to Banco Santander SA of £640m (2014: £1,867m) other subsidiaries of Banco Santander SA outside the Santander UK group of £nil (2014: £nil)£650m (2015: £640m) and to Santander UK Group Holdings plc of £1,016m (2014: £nil) respectively.£1,222m (2015: £1,016m).

£325m Sterling Preference Shares

Holders of sterling preference shares are entitled to receive a bi-annual non-cumulative preferential dividend payable in sterling out of the distributable profits of Santander UK plc. 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 annualplc at a 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 Santander UK plc. On such a return of capital or winding up, each sterling preference share shall, out of the surplus assets of Santander UK plc available for distribution amongst the members after payment of Santander UK plc’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 Santander UK plc.

Holders of the sterling preference shares are not entitled to receive notice of or attend, speak and vote at general meetings of Santander UK plc unless the business of the meeting includes the consideration of a resolution to wind up Santander UK plc 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 Santander UK plc and have no fixed redemption date. Santander UK plc 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 PRA. 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 Santander UK plc 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 Santander UK group companies. Where interest payments have been deferred, Santander UK plc 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 Santander UK plc and are subordinated to the claims of unsubordinated creditors and subordinated creditors holding loan capital of Santander UK plc. Upon the winding up of Santander UK plc, holders of Tier One Preferred Income Capital Securities will rank pari passu with the holders of the most senior class or classes of preference shares (if any) of Santander UK plc then in issue and in priority to all other Santander UK plc shareholders.

As part of a capital management exercise, 99% of the then outstanding Tier One Preferred Income Capital Securities were re-purchased on 11 June 2015.

 

226    Santander UK plc

Annual Report 2015

Financial


Primary financialNotes to the
Audit reportstatements

financial statements    

 

    

 

Undated subordinated liabilities

 

     Group     Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

10.0625% Exchangeable subordinated capital securities

     205       205       205       205  

5.56% Subordinated guaranteed notes (Yen 15,000m)

     -       83       -       83  

5.50% Subordinated guaranteed notes (Yen 5,000m)

     -       28       -       28  

Fixed/Floating Rate subordinated notes (Yen 5,000m)

     29       29       29       29  

10 Year step-up perpetual callable subordinated notes

     -       330       -       329  

7.50% 15 Year step-up perpetual callable subordinated notes

     -       449       -       448  

7.375% 20 Year step-up perpetual callable subordinated notes

     205       212       203       210  

7.125% 30 Year step-up perpetual callable subordinated notes

     370       375       384       396  
      809       1,711       821       1,728  
     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

10.0625% Exchangeable subordinated capital securities

     205      205      205      205 

Fixed/Floating Rate subordinated notes (Yen 5,000m)

     -      29      -      29 

7.375% 20 Year Step-up perpetual callable subordinated notes

     198      205      201      203 

7.125% 30 Year Step-up perpetual callable subordinated notes

     365      370      411      384 
      768      809      817      821 

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 Santander UK plc. Exchange may take place on any interest payment date providing that between 30 and 60 daysdays’ 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 Santander UK plc, on 31 January 2015 and each fifth anniversary thereafter. During 2015, Santander UK plc exercised its options to call these notes and the notes were fully redeemed.

The 5.50% Subordinated guaranteed notes are redeemable at par, at the option of Santander UK plc, on 27 June 2015 and each fifth anniversary thereafter. During 2015, Santander UK plc exercised its options to call these notes and the notes were fully redeemed.

The Fixed/Floating Rate Subordinated notes are redeemable at par, at the option of Santander UK plc, 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 Santander UK plc, on 28 September 2010 and each fifth anniversary thereafter. The coupon payable on the notes was 4.8138% from 28 September 2010 to 28 September 2015. During 2015, the Company exercised its options to call these notes and the notes were fully redeemed.

The 7.50% 15 Year step-up perpetual callable subordinated notes are redeemable at par, at the option of Santander UK plc, on 28 September 2015 and each fifth anniversary thereafter. During 2015,2016, Santander UK plc exercised its options to call these notes and the notes were fully redeemed.

The 7.375% 20 Year step-upStep-up perpetual callable subordinated notes are redeemable at par, at the option of Santander UK plc, on 28 September 2020 and each fifth anniversary thereafter.

The 7.125% 30 Year step-upStep-up perpetual callable subordinated notes are redeemable at par, at the option of Santander UK plc, on 30 September 2030 and each fifth anniversary thereafter.

In common with other debt securities issued by Santander UK group companies, the undated subordinated liabilities are redeemable in whole at the option of Santander UK plc, 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 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

10.125% Subordinated guaranteed bond 2023

     90       96       90       95  

11.50% Subordinated guaranteed bond 2017

     63       68       63       68  

7.95% Subordinated notes 2029 (US$1,000m)

     262       252       262       252  

6.50% Subordinated notes 2030

     41       41       42       43  

8.963% Subordinated notes 2030 (US$1,000m)

     107       182       107       182  

5.875% Subordinated notes 2031

     10       10       10       10  

9.625% Subordinated notes 2023

     139       144       138       142  

5% Subordinated notes 2023 (US$1,500m)

     1,002       953       1,056       1,001  

4.75% Subordinated notes 2025 (US$1,000m)

     678       -       678       -  

5.625% Subordinated notes 2045 (US$,500m)

     338       -       338       -  
      2,730       1,746       2,784       1,793  

As part of a capital management exercise, 43% of the then outstanding 8.963% Non-cumulative Trust Preferred Securities (8.963% Subordinated notes 2030) were re-purchased on 11 June 2015.

     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

10.125% Subordinated guaranteed bond 2023

     84      90      84      90 

11.50% Subordinated guaranteed bond 2017

     58      63      58      63 

7.95% Subordinated notes 2029 (US$1,000m)

     307      262      307      262 

6.50% Subordinated notes 2030

     40      41      45      42 

8.963% Subordinated notes 2030 (US$1,000m)

     126      107      126      107 

5.875% Subordinated notes 2031

     10      10      11      10 

9.625% Subordinated notes 2023

     134      139      135      138 

5% Subordinated notes 2023 (US$1,500m)

     1,208      1,002      1,260      1,056 

4.75% Subordinated notes 2025 (US$1,000m)

     816      678      816      678 

5.625% Subordinated notes 2045 (US$500m)

     406      338      406      338 
      3,189      2,730      3,248      2,784 

The dated subordinated liabilities are redeemable in whole at the option of Santander UK plc, 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.

Each of the subordinated liabilities issued by Santander UK Group Holdings plc has been downstreamed to Santander UK plc by means of Santander UK plc issuing equivalent subordinated liabilities to Santander UK Group Holdings plc.

Subordinated liabilities are repayable:

 

    Group     Company     Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Less than one year

     58      -      58      - 

In more than 1 year but no more than 5 years

     63       68       63       68       -      63      -      63 

In more than 5 years

     2,667       1,678       2,721       1,725       3,131      2,667      3,190      2,721 

Undated

     1,155       2,256       1,167       2,272       1,114      1,155      1,163      1,167 
     3,885       4,002       3,951       4,065       4,303      3,885      4,411      3,951 

 

 

256Santander UK plc    227


Annual Report 2016

Financial statements

32. OTHER LIABILITIES

     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Trade and other payables

     1,994      1,343      1,869      1,256 

Accrued expenses

     814      959      621      802 

Deferred income

     63      33      14      15 
      2,871      2,335      2,504      2,073 

Included in the above balances are amounts due to Banco Santander SA of £nil (2015: £nil), and other subsidiaries of Banco Santander SA outside the Santander UK group of £3m (2015: £32m) and to Santander UK Group Holdings plc of £276m (2015: £102m) respectively.

33. PROVISIONS

            Group 
     Conduct remediation                         
      

PPI

£m

     

Wealth and Investment

£m

     

Other products

£m

     

Regulatory-related

£m

     

Vacant property

£m

     

Other

£m

     

Total

£m

 

At 1 January 2016

     465      146      26      93      68      72      870 

Additional provisions

     144      -      2      141      (6)      116      397 

Used during the year

     (152)      (124)      (14)      (138)      (15)      (124)      (567) 

At 31 December 2016

     457      22      14      96      47      64      700 

To be settled:

                            

- Within 12 months

     294      22      4      96      25      59      500 

- In more than 12 months

     163      -      10      -      22      5      200 
      457      22      14      96      47      64      700 
                                                  

At 1 January 2015

     129      127      35      85      76      39      491 

Additional provisions

     450      43      7      177      6      79      762 

Used during the year

     (125)      (24)      (16)      (169)      (14)      (46)      (394) 

Transfers

     11      -      -      -      -      -      11 

At 31 December 2015

     465      146      26      93      68      72      870 

To be settled:

                            

- Within 12 months

     227      146      26      93      22      67      581 

- In more than 12 months

     238      -      -      -      46      5      289 
      465      146      26      93      68      72      870 
            Company 
     Conduct remediation                         
      

PPI

£m

     

Wealth and Investment

£m

     

Other products

£m

     

Regulatory-related

£m

     

Vacant property

£m

     

Other

£m

     

Total

£m

 

At 1 January 2016

     465      146      26      47      67      64      815 

Additional provisions

     144      -      2   ��  126      (6)      111      377 

Used during the year

     (152)      (124)      (14)      (92)      (14)      (122)      (518) 

At 31 December 2016

     457      22      14      81      47      53      674 

To be settled:

                            

- Within 12 months

     294      22      4      81      25      53      479 

- In more than 12 months

     163      -      10      -      22      -      195 
      457      22      14      81      47      53      674 
                                                  

At 1 January 2015

     115      127      35      53      75      31      436 

Additional provisions

     450      43      7      134      6      79      719 

Used during the year

     (125)      (24)      (16)      (140)      (14)      (46)      (365) 

Transfers

     25      -      -      -      -      -      25 

At 31 December 2015

     465      146      26      47      67      64      815 

To be settled:

                            

- Within 12 months

     227      146      26      47      22      64      532 

- In more than 12 months

     238      -      -      -      45      -      283 
      465      146      26      47      67      64      815 

228    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

32. OTHER LIABILITIES

     Group     Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Trade and other payables

     1,343       1,378       1,256       1,320  

Accrued expenses

     959       898       802       707  

Deferred income

     33       26       15       1  
      2,335       2,302       2,073       2,028  

Included in the above balances are amounts due to Banco Santander SA of £nil (2014: £nil), other subsidiaries of Banco Santander SA outside the Santander UK group of £32m (2014: £50m) and to Santander UK Group Holdings plc of £102m (2014: £250m) respectively.

33. PROVISIONS

     Group 
     Conduct remediation                         
      

PPI

£m

     

Wealth and Investment

£m

     

Other products

£m

     

Regulatory-related

£m

     

Vacant property

£m

     

Other

£m

     

Total

£m

 

At 1 January 2015

     129       127       35       85       76       39       491  

Additional provisions

     450       43       7       177       6       79       762  

Used during the year

     (125)       (24)       (16)       (169)       (14)       (46)       (394)  

Transfers

     11       -       -       -       -       -       11  

At 31 December 2015

     465       146       26       93       68       72       870  

To be settled:

                            

- Within 12 months

     227       146       26       93       22       67       581  

- In more than 12 months

     238       -       -       -       46       5       289  
      465       146       26       93       68       72       870  
                                                  

At 1 January 2014

     165       110       112       79       42       42       550  

Additional provisions

     95       45       -       165       55       56       416  

Used during the year

     (131)       (34)       (94)       (159)       (21)       (59)       (498)  

Transfers

     -       -       14       -       -       -       14  

Other

     -       6       3       -       -       -       9  

At 31 December 2014

     129       127       35       85       76       39       491  

To be settled:

                            

- Within 12 months

     95       120       22       85       30       33       385  

- In more than 12 months

     34       7       13       -       46       6       106  
      129       127       35       85       76       39       491  
     Company 
     Conduct remediation                         
      

PPI

£m

     

Wealth and

Investment

£m

     

Other products

£m

     

Regulatory-related

£m

     

Vacant property

£m

     

Other

£m

     

Total

£m

 

At 1 January 2015

     115       127       35       53       75       31       436  

Additional provisions

     450       43       7       134       6       79       719  

Used during the year

     (125)       (24)       (16)       (140)       (14)       (46)       (365)  

Transfers

     25       -       -       -       -       -       25  

At 31 December 2015

     465  ��    146       26       47       67       64       815  

To be settled:

                            

- Within 12 months

     227       146       26       47       22       64       532  

- In more than 12 months

     238       -       -       -       45       -       283  
      465       146       26       47       67       64       815  
                                                  

At 1 January 2014

     151       110       111       56       41       12       481  

Additional provisions

     95       45       -       133       55       51       379  

Used during the year

     (131)       (34)       (93)       (136)       (21)       (32)       (447)  

Transfers

     -       -       14       -       -       -       14  

Other

     -       6       3       -       -       -       9  

At 31 December 2014

     115       127       35       53       75       31       436  

To be settled:

                            

- Within 12 months

     95       120       23       53       29       30       350  

- In more than 12 months

     20       7       12       -       46       1       86  
      115       127       35       53       75       31       436  

Annual Report 2015

Financial statements

    

 

a) Conduct remediation

The amounts in respect of conduct remediation comprise the estimated cost of making redress payments, including related costs, with respect to the past sales or administration of products. The provision for conduct remediation represents management’s best estimate of the anticipated costs of related customer contact and/or redress, including related costs.

(i) Payment Protection Insurance (PPI)

In August 2010, the FSA (now the FCA) published a policy statement entitled ‘The assessment and redress of Payment Protection Insurance complaints’ (the Policy Statement). The Policy Statement contained rules which altered the basis on which regulated firms must consider and deal with complaints in relation to the sale of PPI and potentially increased the amount of compensation payable to customers whose complaints are upheld.

Having announced earlier inIn November 2015, that it would gather evidence on current trends in PPI to assess the current process for PPI complaints and consider whether any new intervention is necessary, the FCA issued a consultationConsultation Paper 15/39 (Rules and guidance on payment protection insurance complaints) which introduces the concept of unfair commission in relation to Plevin for customer redress plus a deadline by which customers need to make their PPI complaints. On 2 August 2016, the FCA issued Consultation Paper 16/20 (Rules and Guidance on payment protection insurance complaints: Feedback on CP 15/39 and further consultation). The paper in November 2015 (the Consultation Paper) outlining itsoutlines the FCA’s proposed approach to PPI in light of the 2014 decision of the Supreme Court in Plevin v Paragon Personal Finance Ltd (Plevin) and its proposalalso recommends a two-year time bar period starting in June 2017, which is later than proposed in CP 15/39 issued by the FCA in November 2015. The paper also includes proposals in relation to set a two year deadlinehow redress for PPI claims. In Plevin,Plevin-related claims should be calculated including consideration of how profit share arrangements should be reflected in commission levels. These changes may impact on the Supreme Court ruledfuture amounts expected to be paid. The final rules were expected in December 2016; however, the FCA announced that a failure to disclose a large commission payment on a single premium PPI policy sold in connection with a secured personal loan madethey would be delayed until the relationship between the lender and the borrower unfair under section 140Afirst quarter of the Consumer Credit Act 1974. The FOS is also currently considering its position with respect2017 due to the feedback received. Santander UK has applied the principles published in Consultation Paper 16/20 to current assumptions, including the potential impact of Plevin on PPI complaints.the provision in December 2016.

A provision for conduct remediation has been recognised in respect of the mis-sellingmisselling of PPI policies. The provision is calculated based on a number of key assumptions which involve significant management judgement. These are:

-Claim volumes – the estimated number of customer complaints received
-Uphold rate – the estimated percentage of complaints that are, or will be, upheld in favour of the customer
-Average cost of redress – the estimated payment to customers, including compensation for any direct loss plus interest.interest and commissions and profit share earned on the policy.

The assumptions have been based on the following:

-Analysis completed of the causes of complaints, and uphold rates, and how these are likely to vary in the future
-Actual claims activity registered to date
-The level of redress paid to customers, together with a forecast of how this is likely to change over time
-The impact on complaints levels of proactive customer contact
-The effect media coverage and time bar are expected to have on the complaints inflows.inflows
-Commission and profit share earned from Insurance providers over the lifetime of the products.

The assumptions are kept under review, and regularly reassessed and validated against actual customer data, e.g. claims received; uphold rates, the impact of any changes in approach to uphold rates, and any re-evaluation of the estimated population.

The most critical factor in determining the level of provision is the volume of claims. The uphold rate is a reasonably consistent function of the sales process and the average cost of redress can be predicted reasonably accurately given that management is dealing with a high volume and reasonably homogeneous population. In setting the provision, management estimated the total claims that were likely to be received. Previous experience has indicated that claims could be received over a number of years.

The table below sets out the key drivers of the provision balance and forecast assumptions used in calculating the provision, as well as the sensitivity of the provision to changes in the assumptions.

 

    

Cumulative to

31 December

2015

     

Future expected

(unaudited)

    

   

Sensitivity analysis

Increase/decrease in
provision

     

Cumulative to

31 December

2016

     

Future expected

(unaudited)

   

Sensitivity analysis

Increase/decrease in

provision

 

Inbound complaints(1) (‘000)

     911       1,077     25 = £9m       1,209      1,058    25 = £9m 

Outbound contact (‘000)

     349       9     25 = £16m       394      15    25 = £19m 

Outbound contact completion

     100%       100%     -  

Response rate to outbound contact

     34%       40%     1% = £0.2m       35%      90%    1% = £0.4m 

Average uphold rate per claim(2)

     54%       71%     1% = £5m       57%      69%    1% = £6m 

Average redress per claim

     £1,810       £503     £100 = £76m  

Average redress per claim(3)

    £1,692     £535   £100 = £73m 
(1)Excludes invalid claims where the complainant has not held a PPI policy.
(2)Claims include inbound and responses to outbound contact.
(3)The average redress per claim reduced from the cumulative average value at 31 December 2016 of £1,692 to a future average value of £535 due to the inclusion of Plevin cases in the provision, as well as a shift in the complaint mix to a greater proportion of storecards, which typically held lower average balances.

2016 compared to 2015

We made an additional £144m provision charge in the year, which included our best estimate of Plevin related claim costs and a £30m charge for a specific portfolio under a past business review. With the FCA consultation expected to close in the first quarter of 2017, we have assessed the adequacy of our provision and applied the principles published in the August 2016 FCA consultation paper to our current assumptions. We will continue to review our provision levels in respect of recent claims experience and once the final FCA guidance is published, and it is possible further PPI-related provision adjustments will be required in future years.

Monthly utilisation during the year, excluding the impact of past business review activity, was slightly higher than the 2015 average and in line with our assumptions.

 

 

258  Santander UK plc    229


IndependentPrimary financialNotes to the
Auditor’s Report

Annual Report 2016

Financial statements

financial statements    

 

Number of PPI claims outstanding

Movements in the number of PPI claims outstanding during the years ended 31 December 2015, 2014 and 2013 were as follows:

    

      

2015

‘000

     

2014

‘000

     

2013

‘000

 

Outstanding at 1 January

     20       14       31  

Complaints received(1)

     251       246       363  

Complaints rejected as invalid(2)

     (195)       (194)       (298)  

Complaints closed - upheld

     (57)       (46)       (82)  

Outstanding at 31 December

     19       20       14  
(1)Includes complaints that were deemed invalid, as there is no record of a relevant PPI policy being held by the customer.
(2)The customer has the right to appeal to the FOS if their claim is rejected. FOS may uphold or reject the appeal and if upheld Santander UK is required to provide redress to the customer. Claims upheld or rejected above reflect the results of any appeals.

2015 compared to 2014

When assessing the adequacy of our provision, we have applied the November 2015 FCA consultation paper, including the Plevin case, to our current assumptions. This application has resulted in an additional £450m provision charge for the fourth quarter of 2015, which represents our best estimate of the remaining redress and costs. The additional provision is predicated on the probable two-year deadline by which customers would need to make their PPI complaints and the anticipated increase in claim volumes as a result of the finite claim period.

Monthly utilisation, excluding pro-active customer contact, during 2015 was £10m per month (including related costs), against an average of £9m in 2014. While we saw a reduction in PPI redress costs in the first half of the year, we have seen an increase in the third quarter in line with industry trends, with the fourth quarter remaining flat.

Although we are comfortable with our current position, we will continue to review our provision levels in respect of recent claims experiences and the observed impact of the two-year deadline.

2014 compared to 2013

During 2014, the volume of PPI complaints decreased at a slower rate than in 2013. The provision was reassessed in light of this. A review of recent claims activity indicated that claims are expected to continue for longer than originally anticipated. As a result, the provision was increased by £95m. Monthly PPI redress costs, including related costs, including pro-active customer contact, decreased to an average of £11m per month in 2014, compared to a monthly average of £18m in 2013. Excluding pro-active customer contact, the average monthly redress costs in the fourth quarter of 2014 were £7m. The high proportion of invalid complaints also continued.

(ii) Wealth and investment

During 2012, the FCA (then known as the FSA) undertook an industry-wide thematic review of the sale of investment products, and subsequently sales of premium investment funds. The FCA’s review included Santander UK, and identified shortcomings in the collection of customer information and risk profile alignment, and concerns about product suitability, fees and charges. As a result, Santander UK initiated customer contact exercises to provide appropriate redress to customers who had suffered detriment.

A provision has been recognised in respect of the above sales for redress payments and related costs. The provision is calculated based on a number of factors and assumptions including:

-Customer communications - the results of contact with affected customers
-Acceptance of offers made - acceptances by affected customers and additional losses claimed from some customers
-Average redress paid - the estimated payment to customers, including compensation for any direct loss plus interest.

At 31 December 2015,2016, the provision was £146m (2014: £127m) which included £43m of additional provisions taken in the third quarter of 2015. The additional provisions were taken following the agreement of the revised approach to redressing portfolio and structured investment customers with the FCA.£22m (2015: £146m).

(iii) Other products

A provision for conduct remediation has also been recognised in respect of sales or administration of other products. The provision represents management’s best estimate of the anticipated costs of related customer contact and/or redress, including related costs. A number of uncertainties remain as to the eventual costs with respect to conduct remediation in respect of these products given the inherent difficulties in determining the number of customers involved and the amount of any redress to be provided to them.

Annual Report 2015

Financial statements

b) Regulatory-related

(i) Financial Services Compensation Scheme (FSCS)

The FSCS is the UK’s independent statutory compensation fund for customers of authorised financial services firms and pays compensation if a firm is unable to pay claims against it. The FSCS is funded by levies on the industry (and recoveries and borrowings where appropriate). The levies raised comprise both management expenses levies and, where necessary, compensation levies on authorised firms.

Each deposit-taking institution contributes towards the management expenses 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. In determining an appropriate accrual in respect of the management expenses levy, certain assumptions have been made, based on information received from the FSCS, and the Santander UK group’s historic share of industry protected deposits.

Following the default of a number of deposit takers since 2008, the FSCS borrowed funds from HM Treasury to meet the compensation costs for customers of those firms. The interest on the borrowings with HM Treasury, which are approximately £16bn, are now assessed at the higher of 12 month LIBOR plus 111 basis points and the relevant gilt rate published by the Debt Management Office. A margin of 100bp was applied to the loan balance up to 29 March 2015.

Whilst it is expected that the substantial majority of the principal will be repaid from funds the FSCS receives from asset sales, surplus cash flow or other recoveries in relation to the assets of the firms that defaulted, to the extent that there remains a shortfall, the FSCS willcan recover any shortfall of the principal by levying the deposit-taking sector in instalments. The Santander UK group made capital contributions in August 2013, August 2014 and August 2015.

The FSCS and HM Treasury have agreed that the terms of the repayment of the borrowings will be reviewed every three years in light of market conditions and of the actual repayment from the estates of failed banks. The ultimate amount of any compensation levies to be charged in future years also depends on a number of factors including the level of protected deposits and the population of deposit-taking participants and will be determined at a later date.

Dunfermline Building Society was the first deposit taker to be resolved under the Special Resolution Regime which came into force under the Banking Act 2009. Recoveries arewere paid to HM Treasury and the FSCS has an obligation to contribute to the costs of the resolution, subject to a statutory cap. The Santander UK group’s contributions in 20142015 and 20152016 included interim payments.payments for this resolution.

For the year ended 31 December 2015,2016, the Santander UK group charged £34m (2015: £76m, (2014: £91m, 2013: £88m)2014: £91m) to the income statement in respect of the costs of the FSCS. The charge includes the effect of adjustments to provisions made in prior years as a result of more accurate information now being available.

230    Santander UK plc


Primary financialNotes to the
Audit reportstatements

financial statements    

(ii) UK Bank Levy

The Finance Act 2011 introduced an annual bank levy in the UK. The UK Bank Levy is based on the total chargeable equity and liabilities as reported in the balance sheet of a Relevant Group at the end of a chargeable period. The Relevant Group for this purpose is a Foreign Banking Group whose ultimate parent is Banco Santander SA. The UK Bank Levy is calculated principally on the consolidated balance sheet of the UK sub-group parented by Santander UK Group Holdings plc, of which this Company is part. 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 FSCS); liabilities that arise from certain insurance business within banking groups; liabilities in respect of currency notes in circulation; FSCS liabilities; liabilities representing segregated client money; and deferred tax liabilities, current tax liabilities, liabilities in respect of the UK Bank Levy, revaluation of property liabilities, liabilities representing the revaluation of business premises and defined benefit retirement liabilities.

It is also 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 PRA definition); and repo liabilities secured against sovereign and supranational debt.

With effectIn addition to changes in corporation tax rates, Finance (No.2) Act 2015 reduced the UK Bank Levy rate from 0.21% to 0.18% from 1 April 2015, the Finance Act 2015 increased theJanuary 2016. As a result a rate to 0.21%. During 2015, aof 0.18% applied for 2016 (2015: blended rate of 0.1967% (2014: 0.156%) was applied.. Certain liabilities are 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 UK Bank Levy is not charged on the first £20bn of chargeable equity and liabilities. Finance (No.2) Act 2015 also introduced subsequent annual reductions to 0.1% from 1 January 2021.

The cost of the UK Bank Levy for 20152016 was £107m (2015: £101m, (2014: £74m, 2013: £59m)2014: £74m). The Santander UK group paid £87m£101m in 2015 (2014: £65m)2016 (2015: £87m) and provided for a liability of £54m£60m at 31 December 2015 (2014: £40m).

In addition to the corporation tax changes the Finance (No.2) Act 2015, which was enacted on 18 November, reduces the UK Bank Levy rate from 0.21% to 0.18% from 1 January 2016 with subsequent annual reductions to 0.1% from 1 January 2021.(2015: £54m).

c) Vacant property

Vacant property provisions are made by reference to a prudentan estimate of any expected sub-let income, compared to the head rent, and the possibility of disposing of Santander UK’s interest in the lease, taking into account conditions in the property market. These provisions are reassessed on a semi-annual basis and will normally run off over the period of the leases concerned, where a property is disposed of earlier than anticipated any remaining balance in the provision relating to that property is released.

d) Other

Other provisions principally comprise amounts in respect of operational loss provisions, restructuring charges and litigation and related expenses.

 

 

260  Santander UK plc    231


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

Annual Report 2016

Financial statements

financial statements 

    

 

34. RETIREMENT BENEFIT PLANS

The amounts recognised in the balance sheet were as follows:

 

     Group     Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Assets/(liabilities)

                

Funded defined benefit pension scheme

     556       315       537       311  

Funded defined benefit pension scheme

     (73)       (159)       (73)       (159)  

Unfunded defined benefit pension scheme

     (37)       (40)       (37)       (40)  

Total net assets/(liabilities)

     446       116       427       112  
     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Assets/(liabilities)

                

Funded defined benefit pension scheme – surplus

     398      556      384      537 

Funded defined benefit pension scheme – deficit

     (223)      (73)      (223)      (73) 

Unfunded defined benefit pension scheme

     (39)      (37)      (39)      (37) 

Total net assets

     136      446      122      427 

Remeasurement (gains)/losses recognised in other comprehensive income during the year were as follows:

 

                   Group 
     2015       2014       2013  
      £m     £m     £m 

Remeasurement of defined benefit schemes

     (319)       (132)       564  
                   Group 
      

2016

£m

     

2015

£m

     

2014

£m

 

Pension remeasurement

     528      (319)      (132) 

a) Defined contribution pension schemesplans

The Santander UK group operates a number of defined contribution pension schemes.plans. The assets of the defined contribution pension schemesplans are held and administered separately from those of the Santander UK group. The Santander Retirement Plan, an occupational defined contribution scheme,plan, is the plan into which eligible employees are enrolled automatically. The assets of the Santander Retirement Plan are held in separate trustee-administered funds.

An expense of £52m (2015: £50m, (2014: £52m, 2013: £38m)2014: £52m) was recognised for defined contribution plans in the year, and is included in staff costs classified within administrationoperating expenses in the Income Statement. None of this amount was recognised in respect of key management personnel for the years ended 31 December 2016, 2015 2014 and 2013.2014.

b) Defined benefit pension schemes

The Santander UK group operates a number of defined benefit pension schemes. The main pension scheme is the Santander (UK) Group Pension Scheme. It comprises seven legally segregated sections under the terms of a merger of former schemes operated by Santander UK plc agreed in 2012. The scheme covers 18% (2015: 19% (2014: 23%) of the Santander UK group’s employees, and is a closed funded defined benefit scheme. Under the projected unit method, the current service cost when expressed as a percentage of pensionable salaries will gradually increase over time.

The corporate trustee of the Santander (UK) Group Pension Scheme is Santander (UK) Group Pension Scheme Trustee Limited, a private limited company incorporated in 1996 and a wholly-owned subsidiary of Santander UK plc. The principal duty of the trustees is to act in the best interests of the members of the schemes. The Trustee board comprises seven Directors selected by Santander UK plc, plus seven member-nominated Directors selected from eligible members who apply for the role.

Formal actuarial valuation of the assets and liabilities of the defined benefit 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 for the Santander (UK) Group Pension scheme at 31 March 2013 was finalised in June 2014. The latest triennial funding valuation commenced as at 31 March 2016.

The assets of the funded plansScheme are held independently of the Santander UK group’s assets in separate trustee administered funds. Investment strategy across the schemesScheme remains under regular review. Investment decisions are delegated by the Santander (UK) Group Pension Scheme Trustees to a common investment fund, managed by Santander (CF) Trustee Limited, a private limited company owned by sevensix Trustee directors, fourthree appointed by Santander UK plc and three by Santander (UK) Group Pension Trustee Limited. The Trustee directors’ principal duty, within the investment powers delegated to them is to act in the best interest of the members of the Santander (UK) Group Pension Trustee.Scheme. Ultimate responsibility for investment strategy rests with the TrusteesTrustee of the schemesScheme who are required under the Pensions Act 2004 to prepare a statement of investment principles.

The TrusteesTrustee of the Santander (UK) Group Pension Scheme havehas 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;rules

-To limit the risk of the assets failing to meet the liabilities, over the long termlong-term and on a shorter-term basis as required by prevailing legislation; andlegislation

-To invest in a manner appropriate to the nature and duration of the expected future retirement benefit payments

-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.

 

 

Annual Report 2015232    Santander UK plc

Financial


Primary financialNotes to the
Audit reportstatements

financial statements    

 

    

 

Key actuarial risks

The Santander UK group’s defined benefit pension schemes expose it to actuarial risks such as investment risk, interest rate risk, longevity risk, salary risk and inflation risk:

 

  Investment risk  

The present value of the defined benefit scheme liability is calculated using a discount rate determined by reference to high quality corporate bond yields; if the return on schemeScheme assets is below this rate, it will create a schemeScheme deficit.

  Interest rate risk  

A decrease in the reference bond interest rateyield will increase the schemeScheme liability; however this will be partially offset by an increase in the value of the scheme’sScheme’s debt investments.

  Longevity risk  

The present value of the defined benefit scheme liability is calculated by reference to the best estimate of the mortalitylife expectancy of scheme participants both during and after their employment. An increase in life expectancy of the scheme participants will increase the scheme’s liability as benefits will be paid for longer.

  Salary risk  

The present value of the defined benefit scheme’s liability is calculated by reference to the future salaries of scheme participants. As such, an increase in the salary of the scheme participants will increase the scheme’s liability. This risk has been minimised by the introduction of a salary increase cap of 1% p.a. from 1 March 2015.

  Inflation risk  An increase in inflation rate will increase the schemeScheme liability as benefits will increase more quickly, accompanied by an expected increase in the return on the scheme’s investments.

The Santander UK group does not hold insurance policies over the schemes, and has not entered into any significant transactions with the schemes.

The total amount charged/(credited) to the income statement, including any amounts classified as redundancy costs and in discontinued operations was as follows:

 

    Group     Group 
    

2015

£m

     

2014

£m

     

2013

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Net interest expense/(income)

     (4)       13       1  

Net interest (income)/expense

     (18)      (4)      13 

Current service cost

     37       34       38       33      37      34 

Past service cost/(credit)

     2       (230)       -       1      2      (230) 

Administration costs

     6       7       9       8      6      7 
     41       (176)       48       24      41      (176) 

In 2014, following a review of the Santander (UK) Group Pension Scheme, pension arrangements for colleagues in that schemeScheme were amended through the introduction of a cap on pensionable pay increases by 1% per annum from 1 March 2015. The impact of this change was a reduction in the defined benefit obligation of £230m, partially offset by a one off contribution to the defined contribution schemeplan for affected member of £10m and implementation costs of £2m. Consequently, a net gain of £218m was recognised in the income statement during the year as set out in Note 6.

The amounts recognised in other comprehensive income for each ofduring the five years indicatedyear were as follows:

 

     Group 
      

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

 

Return on plan assets (excluding amounts included in net interest expense)

     164       (1,048)       (135)       (117)       (105)  

Actuarial (gains)/losses arising from changes in demographic assumptions

     (67)       129       21       -       -  

Actuarial (gains)/losses arising from experience adjustments

     (202)       59       22       (28)       136  

Actuarial (gains)/losses arising from changes in financial assumptions

     (211)       728       656       328       6  

Cumulative actuarial reserve acquired with subsidiary

     (3)       -       -       -       -  

Remeasurement of defined benefit pension schemes

     (319)       (132)       564       183       37  

The net (liability)/asset recognised in the balance sheet was determined as follows:

 

  

     Group 
      

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

 

Present value of defined benefit obligation

     (9,004)       (9,314)       (8,432)       (7,554)       (7,072)  

Fair value of plan assets

     9,450       9,430       7,878       7,503       7,097  

Net defined benefit asset/(obligation)

     446       116       (554)       (51)       25  
     Company 
      

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

 

Present value of defined benefit obligation

     (8,953)       (9,299)       (8,420)       (7,542)       (7,061)  

Fair value of plan assets

     9,380       9,411       7,860       7,487       7,082  

Net defined benefit asset/(obligation)

     427       112       (560)       (55)       21  

262  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

     Group 
      

2016

£m

     

2015

£m

     

2014

£m

 

Return on plan assets (excluding amounts included in net interest expense)

     (1,447)      164      (1,048) 

Actuarial losses/(gains) arising from changes in demographic assumptions

     30      (67)      129 

Actuarial (gains)/losses arising from experience adjustments

     (80)      (202)      59 

Actuarial losses/(gains) arising from changes in financial assumptions

     2,025      (211)      728 

Cumulative actuarial reserve acquired with subsidiary

     -      (3)      - 

Pension remeasurement

     528      (319)      (132) 

Movements in the present value of defined benefit obligations during the year were as follows:

 

    Group     Company     Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Balance at 1 January

     (9,314)       (8,432)       (9,299)       (8,420)       (9,004)      (9,314)      (8,953)      (9,299) 

Assumed through business combinations

     (34)       -       -       -       -      (34)      -      - 

Current service cost

     (25)       (25)       (25)       (25)       (23)      (25)      (23)      (25) 

Current service cost paid by subsidiaries

     (2)       -       (2)       -       (2)      (2)      (2)      (2) 

Current service cost paid by fellow Banco Santander group subsidiaries

     (10)       (9)       (9)       (9)  

Current service cost paid by fellow Banco Santander subsidiaries

     (8)      (10)      (8)      (9) 

Interest cost

     (338)       (367)       (336)       (366)       (333)      (338)      (330)      (336) 

Employer salary sacrifice contributions

     (7)       (7)       (7)       (9)       (7)      (7)      (7)      (7) 

Past service cost

     (2)       230       (2)       230       (1)      (2)      (1)      (2) 

Remeasurement gains/(losses):

                                

- Actuarial gains/(losses) arising from changes in demographic assumptions

     67       (129)       67       (126)  

- Actuarial (losses)/gains arising from changes in demographic assumptions

     (30)      67      (30)      67 

- Actuarial gains/(losses) arising from experience adjustments

     202       (59)       202       (58)       80      202      80      202 

- Actuarial gains/(losses) arising from changes in financial assumptions

     211       (728)       211       (728)  

- Actuarial (losses)/gains arising from changes in financial assumptions

     (2,025)      211      (2,020)      211 

Benefits paid

     248       212       247       212       271      248      269      247 

Balance at 31 December

     (9,004)       (9,314)       (8,953)       (9,299)       (11,082)      (9,004)      (11,025)      (8,953) 

Movements in the fair value of scheme assets during the year were as follows:

  

        
    Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Balance at 1 January

     9,430       7,878       9,411       7,860  

Acquired through business combinations

     47       -       -       -  

Interest income

     342       354       340       353  

Return on plan assets (excluding amounts included in net interest expense)

     (164)       1,048       (164)       1,048  

Contributions paid by employer and scheme members

     37       360       35       360  

Contributions paid by fellow Banco Santander group subsidiaries

     12       9       11       9  

Administration costs paid

     (6)       (7)       (6)       (7)  

Benefits paid

     (248)       (212)       (247)       (212)  

Balance at 31 December

     9,450       9,430       9,380       9,411  

Santander UK plc    233


Annual Report 2016

Financial statements

Movements in the fair value of scheme assets during the year were as follows:

     Group     Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Balance at 1 January

     9,450      9,430      9,380      9,411 

Acquired through business combinations

     -      47      -      - 

Interest income

     351      342      348      340 

Contributions paid by employer and scheme members

     236      37      235      35 

Contributions paid by fellow Banco Santander subsidiaries

     13      12      10      11 

Administration costs paid

     (8)      (6)      (8)      (6) 

Return on plan assets (excluding amounts included in net interest expense)

     1,447      (164)      1,451      (164) 

Benefits paid

     (271)      (248)      (269)      (247) 

Balance at 31 December

     11,218      9,450      11,147      9,380 

Costs of £8m (2015: £6m, (2014: £7m, 2013: £8m)2014: £7m) and £8m (2015: £6m, (2014: £7m, 2013: £8m)2014: £7m) associated with the management of scheme assets have been deducted from the interest income on plan assets for the Santander UK group and the Company, respectively.

The following tables provide information on the composition and fair value of the plan assets at 31 December 20152016 and 2014.2015.

20152016

                  Group                 Group 
     Quoted prices in active markets       Prices not quoted in active markets       Total           Quoted prices in active markets    Prices not quoted in active markets      Total     
Category of plan assets    £m     %     £m     %     £m     %     £m     %   £m     %     £m     % 

UK equities

     122       1       6       -       128       1       148      1    -      -      148      1 

Overseas equities

     1,668       18       393       4       2,061       22       2,064      19    597      5      2,661      24 

Corporate bonds

     2,225       24       96       1       2,321       25       1,778      16    162      1      1,940      17 

Government fixed interest bonds

     175       2       -       -       175       2       226      2    -      -      226      2 

Government index linked bonds

     2,560       27       -       -       2,560       27  

Government index-linked bonds

     3,294      29    -      -      3,294      29 

Property

     -       -       1,402       15       1,402       15       -      -    1,361      12      1,361      12 

Cash

     -       -       169       1       169       1       -      -    197      2      197      2 

Other

     -       -       634       7       634       7       -      -    1,391      13      1,391      13 
     6,750       72       2,700       28       9,450       100       7,510      67    3,708      33      11,218      100 

2014

                              

2015

                      

UK equities

     490       5       9       -       499       5       122      1    6      -      128      1 

Overseas equities

     1,621       17       70       1       1,691       18       1,668      18    393      4      2,061      22 

Corporate bonds

     2,482       26       3       -       2,485       26       2,225      24    96      1      2,321      25 

Government fixed interest bonds

     196       2       2       -       198       2       175      2    -      -      175      2 

Government index linked bonds

     2,580       28       -       -       2,580       28  

Government index-linked bonds

     2,560      27    -      -      2,560      27 

Property

     -       -       1,124       12       1,124       12       -      -    1,402      15      1,402      15 

Cash

     -       -       257       3       257       3       -      -    169      1      169      1 

Other

     3       -       593       6       596       6       -      -    634      7      634      7 
     7,372       78       2,058       22       9,430       100       6,750      72    2,700      28      9,450      100 

2016

                      
                Company 
     
Quoted prices in active
markets
 
 
   Prices not quoted in active markets      Total     
Category of plan assets    £m     %   £m     %     £m     % 

UK equities

     148      1    -      -      148      1 

Overseas equities

     2,054      19    597      5      2,651      24 

Corporate bonds

     1,734      16    162      1      1,896      17 

Government fixed interest bonds

     226      2    -      -      226      2 

Government index-linked bonds

     3,294      30    -      -      3,294      30 

Property

     -      -    1,361      12      1,361      12 

Cash

     -      -    197      2      197      2 

Other

     -      -    1,374      12      1,374      12 
     7,456      68    3,691      32      11,147      100 

2015

                      

UK equities

     122      1    -      -      122      1 

Overseas equities

     1,668      18    380      4      2,048      22 

Corporate bonds

     2,225      24    52      1      2,277      25 

Government fixed interest bonds

     175      2    -      -      175      2 

Government index-linked bonds

     2,560      27    -      -      2,560      27 

Property

     -      -    1,402      15      1,402      15 

Cash

     -      -    168      2      168      2 

Other

     -      -    628      6      628      6 
     6,750      72    2,630      28      9,380      100 

Annual Report 2015

Financial statements

2015

                   Company 
     Quoted prices in active markets       Prices not quoted in active markets                   Total  
Category of plan assets    £m     %     £m     %     £m     % 

UK equities

     122       1       -       -       122       1  

Overseas equities

     1,668       18       380       4       2,048       22  

Corporate bonds

     2,225       24       52       1           2,277       25  

Government fixed interest bonds

     175       2       -       -       175       2  

Government index linked bonds

     2,560       27       -       -       2,560       27  

Property

     -       -       1,402       15       1,402       15  

Cash

     -       -       168       2       168       2  

Other

     -       -       628       6       628       6  
      6,750       72       2,630       28       9,380       100  

2014

                                          

UK equities

     490       5       6       -       496       5  

Overseas equities

     1,621       17       67       1       1,688       18  

Corporate bonds

     2,482       26       -       -       2,482       26  

Government fixed interest bonds

     196       2       -       -       196       2  

Government index linked bonds

     2,580       28       -       -       2,580       28  

Property

     -       -       1,117       12       1,117       12  

Cash

     -       -       256       3       256       3  

Other

     3       -       593       6       596       6  
      7,372       78       2,039       22       9,411       100  

PlanScheme 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 ‘Other’ category consists 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. 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.

The actual gains on scheme assets for the Santander UK group and the Company were £1,798m (2015: £177m, (2014: £1,402m, 2013: £463m)2014: £1,402m) and £1,799m (2015: £176m, (2014: £1,401m, 2013: £463m)2014: £1,401m), respectively.

234    Santander UK plc


Primary financialNotes to the
Audit Reportstatements

financial statements    

The Santander UK group’s pension schemes did not directly hold any equity securities of the Company or any of its related parties at 31 December 20152016 and 2014.2015. The Santander UK group’s pension scheme assets do not include any property or other assets that are occupied or used by the Santander UK group.

The investment policy and performance of the scheme is monitored regularly by Santander UK plc and the Santander (CF) Trustee to ensure that the risk and return profile of investments meets objectives. Any changes to the investment policy are agreed with the Santander (UK) Group Pension Scheme Trustee and documented in the Statement of Investment Policy for the Common Investment Fund.

The strategic asset allocation target is an asset mix based on 25%up to 20% quoted equities, at least 50% debt instruments (including gilts, index-linked gilts, and corporate bonds) and 25%up to 30% property and alternatives. A strategy is in place to manage interest rate and inflation risk relating to the liabilities. At 31 December 2015,2016, the Santander (UK) Group Pension Scheme held interest rate swaps with a gross notional value of £980m (2014:£1,945m (2015: £980m) and inflation swaps with a gross notional value of £1,048m (2014:£1,030m (2015: £1,048m) for the purposes of liability matching.

Funding

In June 2014 in compliance with the Pensions Act 2004, the trustees and the Santander UK group agreed to a new recovery plan in respect of the Scheme (the Defined Benefit Deficit Repair Plan) and schedule of contributions following the finalisation of the 31 March 2013 actuarial valuation. The funding target for this actuarial valuation is for the schemesScheme to have sufficient assets to make payments to members in respect of the accrued benefits as and when they fall due. In accordance with terms of the trustee agreement, the Santander UK group contributed £nil (2014: £321m)£199m (2015: £nil) to the schemesScheme in the year, of which £nil£101m was in respect of agreed deficit repair contributions and £98m was in respect of deficit repair contributions due to the Group Section under the current recovery plan for four years from 1 July 2014 to 31 March 2016.April 2017. The agreed schedule of the Santander UK group’s remaining contributions to the schemesScheme comprises contributions of £101m in 2016 and £140m£119m each year from 2017 increasing by 5% to 31 March 2023 plus contributions recommencing for the Group Section at £28m per annum increasing at 5% from 1 April 2021 to 31 March 2023. However, this will be reviewed as part of the 2016 actuarial valuation which is ongoing.

Actuarial assumptions

The principal actuarial assumptions used for the defined benefit schemes were as follows:

 

    Group and Company     Group and Company 

2015

%

     

2014

%

     

2013

%

 

2016

%

     

2015

%

     

2014

%

 

To determine benefit obligations:

                        

- Discount rate for scheme liabilities

     3.7       3.6       4.5       2.8      3.7      3.6 

- General price inflation

     3.0       3.0       3.4       3.1      3.0      3.0 

- General salary increase

     1.0       1.0       3.4       1.0      1.0      1.0 

- Expected rate of pension increase

     2.8       2.8       3.2       2.9      2.8      2.8 
    Years     Years     Years     Years     Years     Years 

Longevity at 60 for current pensioners, on the valuation date:

                        

- Males

     27.7       27.9       29.0       27.8      27.7      27.9 

- Females

     30.2       30.3       29.6       30.3      30.2      30.3 

Longevity at 60 for future pensioners currently aged 40, on the valuation date:

                        

- Males

     29.9       30.2       31.4       30.0      29.9      30.2 

- Females

     32.2       32.3       31.2       32.2      32.2      32.3 

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.

264  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

As part of the triennial actuarial valuations an independent analysis of the Santander (UK) Group Pension Scheme’s actual mortality experience and expected mortality experience based on postcode, pension size, type of retirement and gender is carried out. The review forFollowing the March 20102013 actuarial valuation determinedreview, the Continuous Mortality Investigation Table “S1 Light” with a 103% loadingcontinued to be adopted, but the weighting for probability of death should be used for male and female members of the scheme. Following the March 2013 actuarial valuation review, towas adjusted. To reflect expected differences in life expectancyexperience, the adjustment adopted in 2014 and 2015 was a loading for the probability of death of 116% for male members and 98% for female members (2013: 103% for both male and female members).

Allowance was then made for expected future improvements to life expectancy based on the Continuous Mortality Investigation Table “S1 Light”CMI 2013 with a long-term rate of future improvement underpinimprovements to life expectancy of 1.5% for male members and 1% for female members following the March 2010 review. For 2014 and 2015 to reflect the March 2013 review the adjustment was changed to 1.5% for male members and 1.25% for female members (2013: 1.5% for males and 1% for females). The assumptions atmembers. At 31 December 2015 arethe improvement table was updated to the CMI 2015 table to reflect the latest available data from the CMI. At 31 December 2016 the same mortality assumption has been adopted as those used byat the scheme actuary in his ‘neutral’ assessmentprevious year-end. This will be reviewed following the completion of the scheme at the latest2016 formal actuarial valuation date.valuation.

The combined changes in 2014 led to a 1.1 year decrease in assumed male life expectancy and a 0.7 year increase in female life expectancy. In October 2015 the Continuous Mortality Investigation published a revised projection model that showed a 0.2 year decrease in assumed male life expectancy and a 0.1 decrease in female life expectancy. The table above shows that a participant retiring at age 60 at 31 December 20152016 is assumed to live for, on average, 27.727.8 years in the case of a male member and 30.230.3 years in the case of a female member (2014: 27.9(2015: 27.7 years male and 30.330.2 years 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.

IAS 19 requires our methodology for calculating Scheme liabilities to have a discount rate based on market yields of high quality corporate bonds of suitable duration and currency. There are only a limited number of higher quality Sterling denominated corporate bonds, particularly those that are longer dated. Therefore, in order to set a suitable discount rate, we need to construct a corporate bond yield curve. There are a number of ways of projecting forward the bond curve beyond the longest dated corporate bond. In the past we projected the bond curve using a gilt yield curve, ignoring high and low outliers in each duration bucket.

In 2016 we looked at a number of alternatives to better reflect our estimate of long-dated credit risk in bond yields appropriate for the cash flow liabilities of the Scheme. Following our review, we enhanced the way we set the discount rate. We now consider a number of different data sources and methods of projecting forward the corporate bond curve. When considering the different models, we project forward the expected cash flows of the Scheme and adopt a single equivalent cash flow weighted discount rate, subject to management judgement.

Santander UK plc    235


Annual Report 2016

Financial statements

At the same time, we also enhanced our approach for setting the inflation assumption. In the past we used the spot inflation rate as implied by the Bank of England inflation curve, adjusted for an inflation risk premium. To be consistent with our discount rate methodology, we now set the inflation assumption using the expected cash flows of the Scheme and fitting them to an inflation curve to give a weighted average inflation assumption. We then adjust this by an inflation risk premium. We also adjusted the method of setting the inflation risk premium from a static measure to one based on the nominal level of implied inflation.

The new models were subject to our pensions governance framework and considered by the Board Audit Committee in November 2016. At 31 December 2016 the net accounting deficit of our funded defined benefit pension scheme was £175m (2015: £483m surplus). These changes to our methodology assumptions reduced the value placed on the liabilities of the Scheme by £510m (net of tax) and had a 39 basis points positive impact on the CET1 capital ratio.

Actuarial assumption sensitivities

The sensitivity analyses below have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the reporting period, while holding all other assumptions constant.

 

    Increase/(decrease)      Increase/(decrease) 
    

2015

£m

     

2014

£m

      

2016

£m

     

2015

£m

 

Discount rate

    Change in pension obligation at year end from a 25 bps increase     (434)       (420)      Change in pension obligation at year-end from a 25 bps increase     (593)      (434) 
    Change in pension cost for the year from a 25 bps increase     (16)       (19)      Change in pension cost for the year from a 25 bps increase     (21)      (16) 

General price inflation

    Change in pension obligation at year end from a 25 bps increase     278       307      Change in pension obligation at year-end from a 25 bps increase     405      278 
    Change in pension cost for the year from a 25 bps increase     10       13      Change in pension cost for the year from a 25 bps increase     13      10 

General salary increase

    Change in pension obligation at year end from a 25 bps increase     n/a       n/a      Change in pension obligation at year-end from a 25 bps increase     n/a      n/a 

Mortality

    Change in pension obligation at year end from each additional year of longevity assumed     218       226      Change in pension obligation at year-end from each additional year of longevity assumed     369      218 

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the above sensitivity analyses, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet. There was no change in the methods and assumptions used in preparing the sensitivity analyses from prior years.

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     £m 

2016

     263  

2017

     281       287 

2018

     300       307 

2019

     320       327 

2020

     342       349 

Five years ending 2025

     2,099  

2021

     373 

Five years ending 2026

     2,286 

The average duration of the defined benefit obligation at 31 December 20152016 was 19.821.0 years (2014: 20.2(2015: 19.8 years) and comprised:

 

    

2015

years

     

2014

years

     

2016

years

     

2015

years

 

Active members

     25.4       25.9       26.8      25.4 

Deferred members

     24.3       24.9       25.7      24.3 

Retired members

     13.7       13.9       14.6      13.7 

 

 

Annual Report 2015236    Santander UK plc

Financial


Primary financialNotes to the
Audit Reportstatements

financial statements

    

 

 

35. CONTINGENT LIABILITIES AND COMMITMENTS

 

    Group     Company     Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Guarantees given by Santander UK plc to its subsidiaries

     -       -       86,153       93,481       -      -      57,196      86,153 

Guarantees given to third parties

     1,568       1,825       1,255       1,514       1,859      1,568      1,548      1,255 

Formal standby facilities, credit lines and other commitments with original term to maturity of:

                                

- One year or less

     3,606       6,692       1,376       5,457       9,462      3,606      7,462      1,376 

- More than one year

     32,147       26,142       19,690       14,868       32,154      32,147      19,010      19,690 

Other contingent liabilities

     -       1       -       1  
     37,321       34,660       108,474       115,321       43,475      37,321      85,216      108,474 

Where the items set out below can be reliably estimated, they are disclosed in the table above.

Guarantees given by Santander UK plc to its subsidiaries

Santander UK plc has fully and unconditionally guaranteed the obligations of each of Abbey National Treasury Services plc and Cater Allen Limited, both of which are wholly owned subsidiaries of the Santander UK group that have been or will be incurred before 30 June 2017. In addition, Santander UK plc has fully and unconditionally guaranteed the deposit obligations of Abbey National International Limited (ANIL), a wholly owned subsidiary of Santander UK plc that were incurred before 30 June 2015. With effect from 1 June 2015, the deposit taking business of ANIL was transferred to Santander UK plc, Jersey branch. As a result, the deposit obligations of ANIL are now direct obligations of Santander UK plc and the guarantee ceased in relation to the transferred business from 1 June 2015. The deed poll guarantee for Abbey Stockbrokers Limited to 30 June 2015 was not renewed.

Capital Support Deed

Santander UK plc, Abbey National Treasury Services plc, and Cater Allen Limited, which are the three PRA-regulated entities within the Santander UK group, are party to a capital support deed dated 23 December 2015 (the Capital Support Deed) with certain other non-regulated subsidiaries of Santander UK plc and Santander UK Group Holdings plc. The parties to the Capital Support Deed constitute a core UK group as defined in the PRA Rulebook. ExposuresPersuant to a PRA permission, exposures of each of the three regulated entities to other members of the core UK group are exempt from large exposure limits that would otherwise apply. The purpose of the Capital Support Deed is to facilitate the prompt transfer of available capital resources from, or repayment of liabilities by, the non-regulated parties to any of the regulated parties in the event that one of the regulated parties has breached or is at risk of breaching its capital resources requirements or risk concentrations requirements. The core UK group PRA permission expires on 31 December 2018.

Domestic Liquidity Sub-group (DoLSub)

Santander UK plc, Abbey National Treasury Services plc, and Cater Allen Limited form the DoLSub under the PRA’s regulatory liquidity rules. Each member of the DoLSub is required to support the others by transferring surplus liquidity in times of stress. The same arrangement existed before October 2015 under the Defined Liquidity Group rules of the PRA in place until that date.

Guarantees given to third parties

Guarantees given to third parties consist primarily of letters of credit, bonds and guarantees granted as part of normal product facilities which are offered to customers.

Formal standby facilities, credit lines and other commitments

Standby facilities, credit lines and other commitments are also granted as part of normal product facilities which are offered to customers. Retail facilities comprise undrawn facilities granted on flexible mortgages, bank overdrafts and credit cards. On flexible mortgages, the credit limit is set at the point of granting the loan through property value and affordability assessments.

Subsequent assessments are made to ensure that the limit remains appropriate considering any change in the security value or the customer’s financial circumstances. On bank accountsFor unsecured overdraft facilities and credit cards, the facilities are granted based on new business risk assessment and are reviewed more frequently based on internal, as well as, external data. The delinquency status of the account would result in the withdrawal of the facility. Corporate facilities can comprise standby and revolving facilities which are subject to ongoing compliance with covenants and may require the provision of agreed security. Failure to comply with these terms can result in the withdrawal of the unutilised facility headroom.

FSCS

As described in Note 33, the Santander UK group participates in the UK’s national resolution scheme, the FSCS, and is thus subject to levies to fund the FSCS. The EU’s Recovery and Resolution Directive includes a requirement to pre-fund national resolution funds. The quantification and timing of any additional levy as a result ofIn the pre-funding have yetevent that the FSCS significantly increase the levies to be determined and hence, althoughpaid by firms the associated costs to Santander UK group’s share could be significant, no provision has yet been recognised.group would rise.

Loan representations and warranties

In connection with the securitisations and covered bond transactions described in Note 17,16, the Santander UK group entities selling the relevant loans into the applicable securitisation or covered bond portfolios make representations and warranties with respect to such loans, in each case as of the date of the sale of the loans into the applicable portfolio. These representations and warranties cover, among other things, the ownership of the loan by the relevant Santander UK group entity, absence of a material breach or default by the relevant borrower under the loan, the loan’s compliance with applicable laws and absence of material disputes with respect to the relevant borrower, asset and loan. The specific representations and warranties made by Santander UK group companies which act as sellers of loans in these securitisations and covered bond transactions depend in each case on the nature of the transaction and the requirements of the transaction structure. In addition, market conditions and credit rating agency requirements may affect the representations and warranties required of the relevant Santander UK group companies in these transactions.

266  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

In the event that there is a material breach of the representations and warranties given by Santander UK plc as seller of loans under the residential mortgage-backed securitisations or the covered bond transaction included in Note 17,16, or if such representations and warranties prove to be materially untrue as at the date when they were given (being the sale date of the relevant mortgage loans), Santander UK plc may be required to repurchase the affected mortgage loans (generally at their outstanding principal balance plus accrued interest). These securitisation and covered bond transactions are collateralised by prime residential mortgage loans. Santander UK plc is principally a retail prime lender and has no appetite or product offering for any type of sub-prime business. In addition, Santander UK plc’s credit policy explicitly prohibits such lending.

Santander UK plc    237


Annual Report 2016

Financial statements

Similarly, under the auto loan securitisations in Note 17,16, in the event that there is a breach or inaccuracy in respect of a representation or warranty relating to the loans, the relevant Santander UK group entity who sold the auto loans into the securitisation portfolio, will be required to repurchase such loans from the structure (also at their outstanding principal balance plus accrued interest). In addition to breaches of representation and warranties, under the auto loan securitisations, the seller may also have a repurchase obligation if certain portfolio limits are breached (which include, amongst other things, limits as to the size of a loan given to an individual customer, LTV ratio, average term to maturity and average seasoning).

In the case of a repurchase of a loan from the relevant securitisation or covered bond portfolio, the Santander UK group may bear any subsequent credit loss on such loan. The Santander UK group manages and monitors its securitisation and covered bond activities closely to minimise potential claims.

Details of theThe outstanding balances under the securitisation and covered bond transactions originated by the Santander UK group companies are set out in Note 17.16.

RegulatoryOther legal actions and regulatory matters

The Santander UK group engages in discussion, and co-operates, with the FCA and other bodies in their supervision of the Santander UK group, including reviews exercised under statutory powers, regarding its interaction with past and present customers and policyholders, both as part of general thematic work and in relation to specific products and services. The position will be monitored with particular reference to those reviews currently in progress and where it is not yet possible to reliably determine their outcome.

During the ordinary course of business Santander UK is subject to complaints and threatened legal proceedings brought by or on behalf of current or former employees, customers, investors or other third parties, as well as legal and regulatory reviews, challenges and enforcement actions. All such matters are assessed periodically to determine the likelihood of Santander UK incurring a liability. In those instances where it is concluded that it is more likely than not that a payment will be made a provision is established based on management’s best estimate of the amount required at the balance sheet date. In some cases it will not be possible to form a view, for example because the facts are unclear or further time is required to fully assess the merits of the case. In these circumstances no provision will be held. However, Santander UK does not currently expect the final outcome of any such case to have a material adverse effect on its financial position, operations or cash flows.

Consumer credit

Santander UK group’s unsecured lending and other consumer credit business is governed by consumer credit law and related regulations. Claims brought by customers in relation to potential breaches of these requirements could result in costs to the Santander UK group where such potential breaches are not found to be de minimis. It is not possible to provide any meaningful estimate or range of the possible cost.

Taxation

The Santander UK group engages in discussion, and co-operates, with HM Revenue & Customs in their oversight of the Santander UK group’s tax matters. The Santander UK group adopted the UK’s Code of Practice on Taxation for Banks in 20102010.

Other

On 2 November 2015, Visa Europe Ltd agreed to sell 100% of its share capital to Visa Inc. The deal closed on 21 June 2016. As a member and during 2013 re-confirmed its unconditional adoptionshareholder of Visa Europe Ltd, Santander UK received upfront consideration made up of cash and convertible preferred stock. Additional deferred cash consideration is also payable following the third anniversary of closing. Conversion of the preferred stock into Class A Common Stock of Visa Inc. depends on the outcome of litigation against Visa involving UK & Ireland (UK&I) multilateral interchange fees (MIFs). Santander UK and certain other UK&I banks have agreed to indemnify Visa Inc. in the event that the preferred stock is insufficient to meet the costs of this code.

Other

litigation. Visa Inc. has recourse to this indemnity once more than1bn of losses relating to UK&I MIFs have arisen or once the total value of the preferred stock issued to UK&I banks on closing has been reduced to nil. In valuing the preferred stock, Santander UK makes adjustments for illiquidity and the potential for changes in conversion. Visa Inc. may have recourse to a general indemnity in place under Visa Europe Operating Regulations for damages not satisfied through the above mechanism. As part of the sale of subsidiaries, and as is normal in such circumstances, the Santander UK 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 are offset by a contractual right to receive stock under other contractual agreements. See Note 39.

Other off-balance sheet commitments

The Santander UK group has commitments to lend at fixed interest rates which expose it to interest rate risk. For further information, see the Risk review.

Operating lease commitments

           Group     Company            Group     Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Rental commitments under non-cancellable operating leases:

                                

- No later than 1 year

     79       67       68       57       82      79      72      68 

- Later than 1 year but no later than 5 years

     272       227       234       192       252      272      214      234 

- Later than 5 years

     144       112       119       80       134      144      102      119 
     495       406       421       329       468      495      388      421 

Under the terms of these leases, the Santander UK 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 Santander UK group has the option to reacquire the freehold of certain properties.

During 2016, Santander UK group rental expense comprises:

     Group 
      

2015

£m

     

2014

£m

     

2013

£m

 

In respect of minimum rentals

     61       67       61  

In 2015amounted to £61m (2015: £61m, 2014: £67m) in respect of minimum rentals. There was no sub-lease rental income, and 2014, there was no contingent rent expense included in the abovethis rental expense.

 

 

Annual Report 2015238    Santander UK plc

Financial


Primary financialNotes to the
Audit Reportstatements

financial statements

    

 

 

36. SHARE CAPITAL AND OTHER EQUITY INSTRUMENTS

 

    Group and Company 
    

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

 

Ordinary share capital

     3,105       3,105       3,105      3,105 

£300m fixed/floating rate non-cumulative callable preference shares

     14       35       14      14 

£300m Step-up Callable Perpetual Reserve Capital Instruments

     235       297       235      235 

£300m Step-up Callable Perpetual Preferred Securities

     7       7       -      7 

Additional Tier 1 securities:

        

AT1 securities:

        

- £750m Perpetual Capital Securities

     750       -       750      750 

- £300m Perpetual Capital Securities

     300       300       300      300 

- £500m Perpetual Capital Securities

     500       500       500      500 
     4,911       4,244       4,904      4,911 

a) Share capital

     

Group and Company

 
Issued and fully paid share capital    

Ordinary shares

of £0.10 each

     

£300m Preference shares

of £1,000 each

     £325m Preference shares
of £1 each
     

Total

£m

 
      No.     £m     No.     £m     No.     £m     £m 

At 1 January 2015

     31,051,768,866       3,105       34,933       35       325,000,000       325       3,465  

Repurchase of preference shares

     -       -       (21,136)       (21)       -       -       (21)  

At 31 December 2015

     31,051,768,866       3,105       13,797       14       325,000,000       325       3,444  
                                                  

At 1 January 2014

     31,051,768,866       3,105       300,002       300       325,000,000       325       3,730  

Repurchase of preference shares

     -       -       (265,069)       (265)       -       -       (265)  

At 31 December 2014

     31,051,768,866       3,105       34,933       35       325,000,000       325       3,465  

 

     Group and Company 
Share premium    

2015

£m

     

2014

£m

 

At 1 January and 31 December

     5,620       5,620  
     Group and Company 
Issued and fully paid share capital    

Ordinary shares

of £0.10 each

     

£300m Preference shares

of £1,000 each

     

£325m Preference shares of

£1 each

     

Total

£m

 
      No.     £m     No.     £m     No.     £m     £m 

At 1 January 2016

     31,051,768,866      3,105      13,797      14      325,000,000      325      3,444 

Repurchase of preference shares

     -      -      (17)      -      -      -      - 

At 31 December 2016

     31,051,768,866      3,105      13,780      14      325,000,000      325      3,444 
                                                  

At 1 January 2015

     31,051,768,866      3,105      34,933      35      325,000,000      325      3,465 

Repurchase of preference shares

     -      -      (21,136)      (21)      -      -      (21) 

At 31 December 2015

     31,051,768,866      3,105      13,797      14      325,000,000      325      3,444 

     Group and Company 
Share premium    

2016

£m

     

2015

£m

 

At 1 January and 31 December

     5,620      5,620 

The Company has one class of ordinary shares which carries no right to fixed income. The Company’s £325m sterling preference shares are classified as Subordinated Liabilities as described in Note 31.

£300m Fixed/Floating Rate Non-Cumulative Callable Preference Shares

The preference shares entitle the holders to a fixed non-cumulative dividend, at the discretion of Santander UK plc, 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 Santander UK plc on 24 May 2019 or on each quarterly dividend payment date thereafter. No such redemption may be made without the consent of the PRA.

As part of a capital management exercise, 61% of the then outstanding preferences shares were re-purchased from the Company’s immediate parent, Santander UK Group Holdings plc on 11 June 2015.

b) Other equity instruments

£300m Step-up Callable Perpetual Reserve Capital Instruments

The £300m£300 m Step-up Callable Perpetual Reserve Capital Instruments were issued in 2001 by Santander UK plc. Reserve Capital Instruments are redeemable by Santander UK plc on 14 February 2026 or on any coupon payment date thereafter, subject to the prior approval of the PRA 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 Santander UK plc. The Reserve Capital Instruments are not redeemable at the option of the holders and the holders do not have any rights against other Santander UK 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 Santander UK plc and are subordinated to the claims of unsubordinated creditors and subordinated creditors holding loan capital of Santander UK plc. Upon the winding up of Santander UK plc, holders of Reserve Capital Instruments will rank pari passu with the holders of the most senior class(es) of preference shares (if any) of Santander UK plc then in issue and in priority to all other Santander UK plc shareholders. No such redemption may be made without the consent of the PRA. As part of a capital management exercise, 21% of the then outstanding Reserve Capital Instruments were re-purchased on 11 June 2015.

Santander UK plc    239


Annual Report 2016

Financial statements

£300m Step-up Callable Perpetual Preferred Securities

The £300m Step-up Callable Perpetual Preferred Securities are perpetual securities and pay a coupon on 22 March each year. At each payment date, Santander UK plc can decide whether to declare or defer the coupon indefinitely. If a coupon is deferred then Santander UK plc may not pay a dividend on any share until it next makes a coupon payment (including payment of any deferred coupons). Santander UK plc 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 Santander UK plc on 22 March 2016 or on each payment date thereafter. No such redemption may be made without the consent of the PRA. As part of a capital management exercise, the outstanding balance of the Perpetual Preferred Securities were repurchased on 22 March 2016.

Other equity instruments include AT1 securities issued by the Company in 2014 and 2015. The AT1 securities are perpetual securities with no fixed maturity and qualify as AT1 instruments under the CRD IV.

The £500m and £300m Perpetual Capital Securities issued in 2014 and the £750m Perpetual Capital Securities issued in 2015 meet the CRD IV AT1 rules and are fully recognised as AT1 capital.

268  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

£750m Perpetual Capital Securities

On 10 June 2015, the Company issued £750m Perpetual Capital Securities, of which 100% was subscribed by the Company’s immediate parent, Santander UK Group Holdings plc. The securities are perpetual and pay a distribution rate on 24 March, June, September and December, commencing from September 2015. At each distribution payment date, the Company can decide whether to pay the distribution rate, which is non-cumulative, in whole or in part. The distribution rate is 7.375% per annum until 24 June 2022; thereafter, the distribution rate resets every five years to a rate of 5.543% per annum above the then prevailing 5 year sterling mid swap rate. The Perpetual Capital Securities will be automatically written down should the Common Equity Tier 1 capital ratio of the Santander UK prudential consolidation group as defined in the PRA’s rules fall below 7%. The Perpetual Capital Securities are redeemable at the option of the Company on 24 June 2022 or on any reset date thereafter. No such redemption may be made without the consent of the PRA.

£300m Perpetual Capital Securities

On 2 December 2014, the Company issued £300m Perpetual Capital Securities to its immediate parent company, Santander UK Group Holdings plc. The securities are perpetual and pay a distribution rate on 24 March, June, September and December, commencing from March 2015. At each distribution payment date, the Company can decide whether to pay the distribution rate, which is non-cumulative, in whole or in part. The distribution rate is 7.60% per annum until 24 December 2019; thereafter, the distribution rate resets every five years to a rate 6.066% per annum above the then prevailing 5 year sterling mid swap rate. The Perpetual Capital Securities will be automatically written down and the investors will lose their entire investment in the securities should the Common Equity Tier 1 capital ratio of the Santander UK prudential consolidation group as defined in the PRA’s rules fall below 7%. The Perpetual Capital Securities are redeemable at the option of the Company on 24 December 2019 or on each distribution payment date thereafter. No such redemption may be made without the consent of the PRA. In turn, Santander UK Group Holdings plc issued a similar security. The issuance was 100% subscribed by Banco Santander SA.

£500m Perpetual Capital Securities

On 24 June 2014, the Company issued £500m Perpetual Capital Securities to its immediate parent company, Santander UK Group Holdings plc. The securities are perpetual and pay a distribution rate on 24 March, June, September and December, commencing from March 2015. At each distribution payment date, the Company can decide whether to pay the distribution rate, which is non-cumulative, in whole or in part. The distribution rate is 6.475% per annum until 24 June 2019; thereafter, the distribution rate resets every five years to a rate 4.291% per annum above the then prevailing 5 year sterling mid swap rate. The Perpetual Capital Securities will be automatically written down and the investors will lose their entire investment in the securities should the Common Equity Tier 1 capital ratio of the Santander UK prudential consolidation group as defined in the PRA’s rules fall below 7%. The Perpetual Capital Securities are redeemable at the option of the Company on 24 June 2019 or on each distribution payment date thereafter. No such redemption may be made without the consent of the PRA. In turn, Santander UK Group Holdings plc issued a similar security. The issuance was 100% subscribed by Banco Santander SA.

37. NON-CONTROLLING INTERESTS

 

2015

£m

2014

£m

PSA Finance UK Limited

135-

Non-controlling interests represent a 50% ordinary shareholding in PSA Finance UK Limited, see Note 46 for further information.

Movements in non-controlling interests were as follows:

Group

2015

£m

2014

£m

At 1 January

--

Acquisition of PSA Finance UK Limited

109-

Share of profit for the year

25-

Share of other comprehensive income - gains on remeasurement of defined benefit pension obligations

1-

At 31 December

135-

Annual Report 2015

Financial statements

38. CASH FLOW STATEMENT

a) Reconciliation of profit after tax to net cash inflow/(outflow) from operating activities:

     Group     Company 
      

2015

£m

     

2014

£m

     

2013

£m

     

2015

£m

     

2014

£m

     

2013

£m

 

Profit for the year

     964       1,110       890       115       1,346       225  

Non-cash items included in profit:

                        

Depreciation and amortisation

     295       482       248       243       437       205  

Amortisation of (discounts)/premiums on debt securities

     67       (22)       55       20       (22)       10  

Provisions for other liabilities and charges

     762       416       215       719       379       87  

Impairment losses

     156       369       576       152       348       2,413  

Corporation tax charge

     381       289       211       227       302       65  

Other non-cash items

     151       (24)       284       215       698       (383)  

Pension charge/(credit) for defined benefit pension schemes

     29       (204)       29       27       24       27  
     2,805       2,416       2,508       1,718       3,512       2,649  

Changes in operating assets and liabilities:

                        

Net change in cash and balances held at central banks

     (22)       (3)       (112)       (19)       (3)       (98)  

Net change in trading assets

     (4,237)       (4,989)       (251)       -       -       -  

Net change in derivative assets

     2,110       (2,972)       10,097       109       (951)       2,438  

Net change in financial assets designated at fair value

     480       (133)       1,064       23       (82)       43  

Net change in loans and advances to banks and customers

     (7,789)       (3,559)       5,681       (15,510)       52,158       19,871  

Net change in other assets

     (532)       (6)       1,137       (313)       (293)       193  

Net change in deposits by banks and customers

     9,399       6,565       (3,002)       21,405       (97,772)       (3,399)  

Net change in derivative liabilities

     (1,224)       3,869       (9,998)       874       351       (248)  

Net change in trading liabilities

     (2,606)       (5,942)       (21)       -       -       -  

Net change in financial liabilities designated at fair value

     27       240       (38)       -       -       -  

Net change in debt securities in issue

     (1,166)       310       (1,416)       -       -       (3)  

Net change in other liabilities

     (138)       (567)       (1,476)       (196)       (1,020)       (1,176)  

Effects of exchange rate differences

     (585)       (613)       702       (104)       66       (182)  

Net cash flow (used in)/from operating activities before tax

     (3,478)       (5,384)       4,875       7,987       (44,034)       20,088  

Corporation tax paid

     (419)       (149)       (118)       (132)       (59)       (87)  

Net cash flow (used in)/from operating activities

     (3,897)       (5,533)       4,757       7,855       (44,093)       20,001  

b) Analysis of cash and cash equivalents in the balance sheet

            Group            Company 
      

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

 

Cash and balances at central banks

     16,842       22,562       14,562       18,102  

Less: regulatory minimum cash balances

     (340)       (318)       (300)       (281)  
     16,502       22,244       14,262       17,821  

Net trading other cash equivalents

     2,068       3,966       -       -  

Net non-trading other cash equivalents

     1,781       1,153       13,691       4,214  

Cash and cash equivalents

     20,351       27,363       27,953       22,035  

In 2015, the intercompany funding arrangements between Santander UK plc and its subsidiary Abbey National Treasury Services plc were amended so that management of the funding requirement of the Santander UK group was transferred from Abbey National Treasury Services plc to Santander UK plc. These steps were taken as part of a programme that began in 2014 and is still ongoing, to facilitate the orderly implementation of the Santander UK group strategy to transition into a ring-fenced structure in due course pursuant to the requirements of the Financial Services (Banking Reform) Act 2013. The effect of this change on the Company reduced intercompany balances in 2015 and 2014, including intercompany loans that qualified as cash equivalents, thereby reducing the Company’s cash and cash equivalents balance, as well as loans and advances to banks and deposits by banks and hence cash flows from operating activities. See Notes 15 and 26.

c) Acquisition of subsidiaries

Consideration paid in connection with the acquisition of PSA Finance UK Limited on 3 February 2015 that was satisfied by cash and cash equivalents is set out in Note 46.

d) Sale of subsidiaries, associated undertakings and businesses, and discontinued operations

In 2013, Santander UK plc sold its co-brand credit cards business for cash consideration of £660m. The net assets disposed of consisted of loans to customers of £670m. In 2015, the net cash flows attributable to the operating activities of discontinued operations were £nil (2014: £nil, 2013: £5m outflow). There were no net cash flows attributable to the investing and financing activities of discontinued operations in 2015, 2014 or 2013.

      

2016

£m

     

2015

£m

 

PSA Finance UK Limited

     150      135 

 

 

270240    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’sAudit Report  statements  

financial statements    

 

38. CASH FLOW STATEMENT

a) Reconciliation of profit after tax to net cash inflow/(outflow) from operating activities:

     Group            Company 
      

2016

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2014

£m

 

Profit for the year

     1,319      964      1,110      1,171      115      1,346 

Non-cash items included in profit:

                        

Depreciation and amortisation

     322      295      482      279      243      437 

Amortisation of premiums/(discounts) on debt securities

     29      67      (22)      21      20      (22) 

Provisions for other liabilities and charges

     397      762      416      377      719      379 

Impairment losses

     132      156      369      93      152      348 

Corporation tax charge

     598      381      289      496      227      302 

Other non-cash items

     (628)      151      (24)      250      215      698 

Pension charge/(credit) for defined benefit pension schemes

     26      29      (204)      24      27      24 
     2,195      2,805      2,416      2,711      1,718      3,512 

Changes in operating assets and liabilities:

                        

Net change in cash and balances held at central banks

     (30)      (22)      (3)      (30)      (19)      (3) 

Net change in trading assets

     (2,049)      (4,237)      (4,989)      -      -      - 

Net change in derivative assets

     (4,560)      2,110      (2,972)      (4,089)      109      (951) 

Net change in financial assets designated at fair value

     257      480      (133)      (25)      23      (82) 

Net change in loans and advances to banks and customers

     (2,265)      (7,789)      (3,559)      (13,898)      (15,510)      52,158 

Net change in other assets

     (121)      (532)      (6)      (292)      (313)      (293) 

Net change in deposits by banks and customers

     14,434      9,399      6,565      (2,917)      21,405      (97,772) 

Net change in derivative liabilities

     1,595      (1,224)      3,869      412      874      351 

Net change in trading liabilities

     2,837      (2,606)      (5,942)      -      -      - 

Net change in financial liabilities designated at fair value

     336      27      240      (31)      -      - 

Net change in debt securities in issue

     409      (1,166)      310      324      -      - 

Net change in other liabilities

     1,589      (138)      (567)      (391)      (196)      (1,020) 

Effects of exchange rate differences

     3,885      (585)      (613)      1,540      (104)      66 

Net cash flows from operating activities before tax

     18,512      (3,478)      (5,384)      (16,686)      7,987      (44,034) 

Corporation tax paid

     (507)      (419)      (149)      (393)      (132)      (59) 

Net cash flows from operating activities

     18,005      (3,897)      (5,533)      (17,079)      7,855      (44,093) 

b) Analysis of cash and cash equivalents in the balance sheet

            Group            Company 
      

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Cash and balances at central banks

     17,107      16,842      13,591      14,562 

Less: regulatory minimum cash balances

     (370)      (340)      (330)      (300) 
     16,737      16,502      13,261      14,262 

Net trading other cash equivalents

     6,537      2,068      -      - 

Net non-trading other cash equivalents

     2,431      1,781      21,083      13,691 

Cash and cash equivalents

     25,705      20,351      34,344      27,953 

c) Acquisition of subsidiaries

Consideration paid in connection with the acquisition of PSA Finance UK Limited in 2015 (see Note 21) was satisfied by cash and cash equivalents.

d) Sale of subsidiaries, associated undertakings and businesses, and discontinued operations

In 2016, the Santander UK group sold a number of subsidiaries for a cash consideration of £149m. The net assets disposed of consisted of other assets and other liabilities of £138m.

Santander UK plc    241


Annual Report 2016

Financial statements

 

39. ASSETS CHARGED AS SECURITY FOR LIABILITIES AND COLLATERAL ACCEPTED AS SECURITY FOR ASSETS

The following transactions are conducted under terms that are usual and customary to collateralised transactions, including, where relevant, standard securities lending and repurchase agreements.

a) Assets charged as security for liabilities

The financial assets below are analysed between those assets accounted for on balanceon-balance sheet and off-balance sheet in accordance with IFRS.

 

    Group     Company     Group            Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

On balance sheet:

                

On-balance sheet:

                

Treasury bills and other eligible securities

     5,224       8,023       -       -       6,491      5,224      5,343      - 

Cash

     3,554       3,072       98       88       4,123      3,554      736      98 

Loans and advances to customers - securitisations and covered bonds (See Note 17)

     47,501       53,370       -       -  

Loans and advances to customers - securitisations and covered bonds (See Note 16)

     40,230      47,501      -      - 

Loans and advances to customers

     4,348       3,482       2,834       3,482       10,601      4,348      9,976      2,834 

Debt securities

     1,169       1,615       271       1,088       755      1,169      -      271 

Equity securities

     6,178       4,032       -       -       5,637      6,178      -      - 
     67,974       73,594       3,203       4,658       67,837      67,974      16,055      3,203 

Off balance sheet:

                

Off-balance sheet:

                

Treasury bills and other eligible securities

     9,871       17,476       2,167       2,169       15,013      9,871      -      2,167 

Debt securities

     373       177       5,545       6,038       331      373      2,984      5,545 

Equity securities

     709       1,333       -       -       1,557      709      -      - 
     10,953       18,986       7,712       8,207       16,901      10,953      2,984      7,712 

The Santander UK 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 20152016 was £13,868m (2014: £21,855m)£17,359m (2015: £13,868m), of which £(6,543)m (2014: £(7,765)m)£4,949m (2015: £6,543m) were classified within ‘loans and advances to customers – securitisations and covered bonds’ in the table above.

Securitisations and covered bonds

As described in Note 17,16, Santander UK plc and certain of its subsidiaries enter into securitisation transactions whereby portfolios of residential mortgage loans and other loans are purchased by or assigned to structured securitisation companies, and have been funded through the issue of mortgage-backed securities and other asset-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 2015, £947m (2014: £1,789m)2016, £363m (2015: £947m) of loans were so assigned by the Santander UK group.

A subsidiary of the CompanySantander UK plc also has also established a covered bond programme, whereby securities are issued to investors and are secured by a pool of ring-fenced residential mortgages. At 31 December 2015,2016, the pool of ring-fenced residential mortgages for the covered bond programme was £23,613m (2014: £25,598m)£20,263m (2015: £23,613m).

At 31 December 2015,2016, total notes issued externally from secured programmes (securitisations and covered bonds) decreased to £25,885m (2014: £32,373m)£24,134m (2015: £25,885m), including gross issuance of £3,068m (2014: £4,023m)£2,771m (2015: £3,068m) and redemptions of £9,840m (2014: £8,440m)£6,844m (2015: £9,840m). At 31 December 2015,2016, a total of £11,110m (2014: £14,373m)£4,998m (2015: £11,110m) of notes issued under securitisation and covered bond programmes had also been retained internally, a proportion of which had been used as collateral for raising funds via third party bilateral secured funding transactions, which totalled £5,393m£2,764m at 31 December 2015 (2014: £6,444m)2016 (2015: £5,393m), or for creating collateral which could in the future be used for liquidity purposes.

Stock borrowing and lending agreements

Asset balances under stock borrowing and lending agreements represent stock lent by the Santander UK group. These balances amounted to £20,547m£27,975m at 31 December 2015 (2014: £22,048m)2016 (2015: £20,547m) and are offset by contractual commitments to return stock borrowed or cash received.

Derivatives business

In addition to the arrangements described above, collateral is also provided in the normal course of derivative business to counterparties. At 31 December 2015, £3,554m (2014: £3,072m)2016, £3,523m (2015: £3,554m) of such collateral in the form of cash had been provided by the Santander UK group and is included in the table above.

 

 

Annual Report 2015242    Santander UK plc

Financial


Primary financialNotes to the
Audit Reportstatements

financial statements

    

 

 

b) Collateral accepted as security for assets

The collateral held as security for assets below are analysed between those liabilities accounted for on the balance sheet and off-balance sheet in accordance with IFRS.

 

    Group            Company     Group            Company 
    

2015

£m

     

2014

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

On balance sheet:

                

On-balance sheet:

                

Trading liabilities

     1,559       1,905       -       -       3,535      1,559      -      - 

Deposits by banks

     1,443       1,701       1,047       1,002       785      1,443      58      1,047 
     3,002       3,606       1,047       1,002       4,320      3,002      58      1,047 

Off balance sheet:

                

Off-balance sheet:

                

Trading liabilities

     16,870       24,207       2,167       4,741       26,980      16,870      3,170      2,167 

Deposits by banks

     499       -       -       -       1,167      499      -      - 
     17,369       24,207       2,167       4,741       28,147      17,369      3,170      2,167 

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 at least equal to the loan balance. The subsidiaries are permitted to sell or repledge the collateral held in the absence of default. At 31 December 2015,2016, the fair value of such collateral received was £3,996m (2014: £6,956m)£15,483m (2015: £3,996m). Of the collateral received, almost all was sold or repledged. The subsidiaries have an obligation to return collateral that they have sold or pledged.

Stock borrowing and lending agreements

Obligations under stock borrowing and lending agreements represent contractual commitments to return stock borrowed. These obligations totalled £13,373m£12,664m at 31 December 2015 (2014: £17,251m)2016 (2015: £13,373m) and are offset by a contractual right to receive stock lent by the Santander UK group.

Derivatives business

In addition to the arrangements described above, collateral is also received from counterparties in the normal course of derivative business. At 31 December 2015, £3,002m (2014: £3,606m)2016, £4,320m (2015: £3,002m) of such collateral in the form of cash had been received by the Santander UK group and is included in the table above.

Lending activities

In addition to the above collateral held as security for assets, the Santander UK group may obtain a charge over a customer’s property in connection with its lending activities. Details of these arrangements are set out in the ‘Credit risk’ section of the Risk review.

Santander UK plc    243


Annual Report 2016

Financial statements

40. SHARE-BASED COMPENSATION

The Santander UK group operates share schemes and arrangements for eligible employees. The main current schemes are the Sharesave Schemes, the Long-Term Incentive Plan and the Deferred Shares Bonus Plan. The Santander UK group’s other current arrangement and scheme, respectively, are free shares awarded to eligible employees and partnership shares. All the share options and awards relate to shares in Banco Santander SA.

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 year for liabilities arising from share-based payment transactions was £nil (2014: £10m)£4.4m (2015: £nil), none of which had vested at 31 December 2015 (2014:2016 (2015: nil). Cash received from the exercise of share options was £nil (2014: £1m, 2013: £nil)(2015: £nil, 2014: £1m).

The main schemes are:

a) Sharesave Schemes

The Santander UK group launched its eigthninth HM Revenue & Customs approved Sharesave Scheme under Banco Santander SA ownership in September 2015.2016. The first seveneight Sharesave Schemes were launched each year from 2008 to 20142015 in the month of September under broadly similar terms as the 20152016 Scheme. Under, the Sharesave Scheme’s current HMRC-approved savings limits, eligible employees may enter into contracts to save between £5 and £500 per month. For all schemes, at the expiry of a fixed term of three or five years after the grant date, the employees have the option to use these savings to acquire shares in Banco Santander SA 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 SA 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 SA group. Participants in the scheme have six months from the date of vest in which the option can be exercised.

272  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

The fair value of each Sharesave option for 2016, 2015 2014 and 20132014 has been estimated at the date of acquisition or grant using a Partial Differentiation Equation model with the following assumptions:

 

    2015     2014     2013     2016     2015     2014 

Risk free interest rate

     1.06%-1.37%       1.56%-1.97%       1.2%-1.7%       0.31%-0.41%      1.06%-1.37%      1.56%-1.97% 

Dividend yield

     6.91%-7.36%       10.16%-10.82%       16%-19%       6.28%-6.46%      6.91%-7.36%      10.16%-10.82% 

Expected volatility of underlying shares based upon implied volatility to the maturity date of each scheme

     28.54%-29.11%       24.16%-24.51%       32.15%-32.32%  

Expected volatility of underlying shares based on implied volatility to maturity date of each scheme

     31.39%-32.00%      28.54%-29.11%      24.16%-24.51% 

Expected lives of options granted under 3 and 5 year schemes

     3 & 5 years       3 & 5 years       3 & 5 years       3 and 5 years      3 and 5 years      3 and 5 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 SA 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.

 

    2015     2014     2013     2016     2015     2014 
    

Number of options

    

‘000s

     

Weighted average
exercise price

£

     

Number of options

    

‘000s

     

Weighted average
exercise price

£

     

Number of options

    

‘000s

     

Weighted average
exercise price

£

     

Number of options

    

‘000s

     

Weighted average
exercise price

£

     

Number of options

    

‘000s

     

Weighted average
exercise price

£

     

Number of options

    

‘000s

     

Weighted average
exercise price

£

 

Options outstanding at the start of the year

     19,122       4.19       15,895       3.98       14,802       4.23       24,762      3.53      19,122      4.19      15,895      3.98 

Options granted during the year

     14,074       3.13       6,745       4.91       4,340       3.69       17,296      4.91      14,074      3.13      6,745      4.91 

Options exercised during the year

     (1,839)       3.75       (1,375)       4.36       (78)       4.02       (338)      3.67      (1,839)      3.75      (1,375)      4.36 

Options forfeited/expired during the year

     (6,595)       4.50       (2,143)       4.85       (3,169)       4.72       (12,804)      3.51      (6,595)      4.50      (2,143)      4.85 

Options outstanding at the end of the year

     24,762       3.53       19,122       4.19       15,895       3.98       28,916      3.08      24,762      3.53      19,122      4.19 

Options exercisable at the end of the year

     2,807       3.76       517       5.28       609       7.22       2,334      4.30      2,807      3.76      517      5.28 

The weighted average grant-date fair value of options granted under the Sharesave scheme during the year was £0.65 (2015: £0.50, (2014: £0.56, 2013: £0.39)2014: £0.56). The weighted average share price at the date the share options were exercised was £3.79 (2014: £5.59, 2013: £5.17)(2015: £3.79, 2014: £5.59).

The following table summarises the range of exercise prices and weighted average remaining contractual life of the options outstanding at 31 December 20152016 and 2014.2015.

 

     2015     2014 
     Options outstanding     Options outstanding 
Range of exercise prices    

Weighted average remaining
contractual life

years

     

Weighted average
exercise price

£

     

Weighted average remaining
contractual life

years

     

Weighted average
exercise price

£

 

Between £3 and £4

     3       3.32       2       3.67  

Between £4 and £5

     2       4.84       3       4.85  

Between £6 and £7

     -       -       1       6.46  
     2016     2015 
     Options outstanding     Options outstanding 
Range of exercise prices    

Weighted average remaining
contractual life

years

     

Weighted average exercise
price

£

     

Weighted average remaining
contractual life

years

     

Weighted average exercise
price

£

 

£2 to £3

     4      2.75      -      - 

£3 to £4

     3      3.28      3      3.32 

£4 to £5

     2      4.82      2      4.84 

244    Santander UK plc


Primary financialNotes to the
Audit Reportstatements

financial statements    

b) Long-Term Incentive Plan (LTIP)

The LTIP was reintroduced in 2014 and amended for 2015 awards under which conditional cash awards were made to certain Executive Directors, Key Management Personnel (as defined in Note 41) and other nominated individuals which are converted into shares in Banco Santander SA at the time of vesting and deferred for three years. There was no LTIP awarded in 2016 due to the introduction of a single variable remuneration framework across the Banco Santander group.

The LTIP plans granted in 2015 and 2014 involve a one-year performance cycle for vesting with further three yearthree-year performance conditions applied to the deferral of 2015 awards. Beneficiaries were allocated an initial award determined in GBP which was converted into shares in Banco Santander SA in January 2015 and January 2016 respectively. The 2014 LTIP vested at 100% in January 2015 based on Banco Santander SA’s relative Total Shareholder Return (‘TSR’)(TSR) performance in 2014 versus a comparator group and deferred over three years. The 2015 LTIP vested at 91.5% in January 2016 based on Banco Santander SA’s Earnings Per Share (EPS) and Return on Tangible Equity (RoTE) performance against budget in 2015 and was deferred for three years.

2015 LTIP

For theEmployees were allocated an initial award determined in GBP in 2015 which was converted into shares in Banco Santander SA, in January 2016. The 2015 LTIP thevested at 91.5% based on Banco Santander SA’s relative EPS and RoTE performance in 2015 versus a comparator group. The vested award will be deferred over three years and payable in 2019 subject to Banco Santander SA’s continuing relative EPS performance to comparators of EPS, RoTE and other non-financial metricsmeasures such as Top 3 best bank to work for, Top 3 in customer satisfaction and loyal customers as well as continuing employment.

The following table summarises the movement in the value of conditional awards in the 2015 LTIP during 2016 and 2015:

 

      

2016

£000

     

2015

£000

 

Conditional awards at the beginning of the year

     6,769      - 

Conditional awards made during the year

     -      6,769 

Conditional awards forfeited or cancelled during the year

     (51)      - 

Conditional awards outstanding at the end of the year

     6,718      6,769 

2015

£000

Conditional awards made during the year

6,769

Conditional awards exercised during the year

-

Conditional awards forfeited or cancelled during the year

-

Conditional awards outstanding at the end of the year

6,769

Annual Report 2015

Financial statements

In the case of 2015 LTIP, the EPS and RoTE criterion will determine the percentage of shares to be delivered, based on the following scale.

Employees will be allocated an initial award determined in GBP in 2015. However, the actual level awarded will be calculated at the beginning of 2016 and is subject to Banco Santander SA EPS and RoTE performance against 2015 budget:

Percentage of allocation to be awarded
Banco Santander SA’s EPS & RoTE 2015 vs budget%

greater than 90%

100

75% to 90%

75 – 100

less than 75%

-

Once the award has been made it will be deferred over three years with further performance conditions. The amount that could vest after the deferral period will depend 25% on EPS growth vs Peers, 25% on RoTE, 20% on Top 3 best bank to work for, 15% on Top 3 bank in customer satisfaction and 15% on loyal customers. The peer group against whom the EPS growth will be measured is a comparator group of 17 financial institutions. EPS and RoTE will be measured over a three yearthree-year period from 2015 to 2017, others will be tested once in 2017.

 

     Percentage of maximum shares in that tranche to be delivered
Banco Santander SA’s place in the EPS ranking    % 

1st to 5th

     100 

6th

     87.5 

7th

     75 

8th

     62.5 

9th

     50 

10th and below

     - 

 

     Percentage of maximum shares in that tranche to be delivered  
Banco Santander SA’s RoTE    % 

12% or above

     100  

11%

     75  

Below 11%

     -  
Percentage of maximum shares in that tranche to be delivered
Banco Santander SA’s RoTE%

12% or above

100

11-12%

75

Below 11%

-

On a country level, 100% vests if rated top 3 best banksbank to work for and top 3 in customer satisfaction. 100% vests if the target for loyal customers is met in December 2017 weighted equally between Retailretail and Corporatecorporate customers.

For full vesting at the Banco Santander group level, at least 6 of the 10 core countries for Banco Santander should get the top 3 best bank to work for, must be top 3 in customer satisfaction in all 10 countries, must have 17 million retail and 1.1 million corporate loyal customers. A sliding scale applies below this threshold with 50% vesting if there are 15 million retail and 1 million corporate loyal customers, any less would lead to no vesting.

2014 LTIP

For theEmployees were allocated an initial award determined in GBP in 2014 which was converted into shares in Banco Santander SA in January 2015. The 2014 LTIP thevested at 100% based on Banco Santander SA’s relative TSR performance in 2014 versus a comparator group. The vested award will be deferred over three years and payable in equal tranches in 2016, 2017 and 2018 subject to Banco Santander SA’s continuing relative TSR performance to comparators and continuing employment.

The following table summarises the movement in the value of conditional awards in the 2014 LTIP during 2016, 2015 and 2014:

 

      

2015

£000

     

2014

£000

 

Conditional awards at the beginning of the year

     5,355       -  

Conditional awards made during the year

     -       5,355  

Conditional awards exercised during the year

     -       -  

Conditional awards forfeited or cancelled during the year

     (253)       -  

Conditional awards outstanding at the end of the year

     5,102       5,355  

In the case of 2014 LTIP, the TSR criterion will determine the percentage of shares to be delivered, based on the following scale and in accordance with Banco Santander SA’s relative position among the group of benchmark financial institutions.

Employees will be allocated an initial award determined in GBP in 2014. However, the actual level awarded will be calculated at the beginning of 2015 and was subject to Banco Santander SA TSR versus the following comparator group of 15 banks in 2014:

Percentage of allocation to be awarded
Banco Santander SA’s place in the TSR ranking%

1st to 8th

100

9th to 12th

50

13th and below

-

Once the award has been made it will be split into three equal amounts and deferred over three years. The amount that could vest each year will depend on Banco Santander SA’s ongoing TSR performance against the same comparator group of 15 banks and the award of each tranche will be subject to the following TSR ranking of the preceding years including 2014:

Percentage of maximum shares in that tranche to be delivered
Banco Santander SA’s place in the TSR ranking%

1st to 4th

100

5th

87.5

6th

75

7th

62.5

8th

50

9th and below

-
      

2016

£000

     

2015

£000

     

2014

£000

 

Conditional awards at the beginning of the year

     5,102      5,355      - 

Conditional awards made during the year

     -      -      5,355 

Conditional awards forfeited or cancelled during the year

     (1,909)      (253)      - 

Conditional awards outstanding at the end of the year

     3,193      5,102      5,355 

See Note 41 for details of conditional share awards made to certain Executive Directors and Other Key Management Personnel and other individuals under the LTIP.

 

 

274  Santander UK plc    245


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c) Deferred Sharesshares

Deferred incentive awards are designed to align employee performance with shareholder value and encourage increased retention of senior employees. During 2015,2016, in compliance with the PRA Rulebook and Remuneration Code, conditional share awards were made to Santander UK employees (designated as Code Staff). Such employees receive part of their annual bonus as a deferred award comprising 50% in shares, and 50% in cash. Any deferred awards, including those in Banco Santander SA shares, are dependent on future service. For 20152016 bonus awards, deferral of the award is over a three, yearfive or seven-year period, dependent on Code Staff categorisation or Senior Manager Function designation, with delivery of equal tranches of shares taking place on or around the anniversary of the initial award. Deferred awards in shares are subject to an additional one yearone-year retention period from the point of delivery.

Code Staff are required to defer either 40% or 60% of any annual bonus (40% for variable pay of less than £500,000, 60% for variable pay at or above this amount). Vesting of both deferred incentive awards and long-term incentive awards is subject to risk and performance adjustment in the event of deficient performance and prudent financial control provisions in accordance with the PRA Rulebook and Remuneration Code. For Code Staff, any variable remuneration paid for performance after 1 January 2015, willis also be subject to clawback in line with the PRA Rulebook and Remuneration Code.

d) Other arrangements and schemes

The Santander UK group also operates a Partnership Shares scheme for eligible employees under the Share Incentive Plan (SIP) umbrella. Participants can elect to invest up to £1,800 per tax year (or no more than 10% of an employee’s salary for the tax year) from pre-tax salary to purchase Banco Santander SA 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. 1,772,8002,110,617 shares were outstanding at 31 December 2015 (2014: 1,298,0892016 (2015: 1,772,800 shares).

41. TRANSACTIONS WITH DIRECTORS AND OTHER KEY MANAGEMENT PERSONNEL

a) Remuneration of Directors and Other Key Management Personnel

The remuneration of the Directors and Other Key Management Personnel of the Santander UK group is set out in aggregate below.

 

Directors’ remuneration    

2015

£

     

2014

£

     

2013

£

     

2016

£

     

2015

£

     

2014

£

 

Salaries and fees

     4,694,260       5,469,334       5,206,511       3,604,999      4,694,260      5,469,334 

Performance-related payments(1)

     2,607,407       5,459,000       4,800,051       2,330,000      2,607,407      5,459,000 

Other fixed remuneration (pension and other allowances & non-cash benefits)

     1,002,320       1,064,984       939,359       635,493      1,002,320      1,064,984 

Expenses

     115,382       162,723       37,333       120,302      115,382      162,723 

Total remuneration

 ��   8,419,369       12,156,041       10,983,254       6,690,794      8,419,369      12,156,041 
Directors’ and Other Key Management Personnel remuneration                                          

Short-term employee benefits(2)

     19,950,608       24,812,667       25,328,174       24,757,161      19,950,608      24,812,667 

Post-employment benefits

     1,825,688       1,421,603       1,104,500       1,918,144      1,825,688      1,421,603 

Share-based payments

     400,948       154,506       66,411       -      400,948      154,506 

Other long-term benefits

     -      -      - 

Termination benefits

     -      -      - 
     22,177,244       26,388,776       26,499,085       26,675,305      22,177,244      26,388,776 
(1)In line with the Code, a proportion of the performance-related payment was deferred. Further details can be found in Note 40.
(2)Excludes payments made as buy-outs of deferred performance-related payments in 20152016 of £3,453,956£2,732,357 in connection with previous employment for five individuals (2014:(2015: £3,453,956 for five individuals; 2014: £1,610,630 for three individuals; 2013: £2,128,003 for four individuals). Aggregate amounts shown for 2014 and 2013 have been re-stated to exclude these buy-outs where previously shown in the aggregate totals.

In 2015,2016, the remuneration, excluding pension contributions, of the highest paid Director, was £3,957,819 (2014: £3,515,260)£4,535,756 (2015: £3,957,819) of which £1,760,000 (2014: £1,782,000)£2,330,000 (2015: £1,760,000) was performance related. In 2015,2016, there was no pension benefit accrued for the highest paid Director but in respect of the qualifying past services to Santander UK to 31 May 2009 he has a deferred pension benefit accruing under a defined benefit scheme of £15,450 p.a. (2014: £nil,(2015: £15,450 p.a), other than that accrued by, or treated to be accrued by a Spanish subsidiary of Banco Santander SA). In addition, the highest paid Director was granted a conditional award of £240,000 shares under the LTIP during 2015 for services to

246    Santander UK and was paid a buy-out of £1,800,000 relating to a deferred performance related award in respect of his previous employment.plc


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b) Retirement benefits

Defined benefit pension schemes are provided to certain employees. See Note 34 for a description of the schemes and the related costs and obligations. One director has a deferred pension benefit accruing under a defined benefit scheme of £15,450 p.a. in respect of the qualifying services to Santander UK and based on previous service with Santander UK to 31 May 2009 (2014:(2015: £15,450). Ex gratia pensions paid to former Directors of Santander UK plc in 2015,2016, which have been provided for previously, amounted to £14,893 (2014:(2015: £14,893, 2013:2014: £14,893). In 1992, the Board decided not to award any new such ex gratia pensions.

Annual Report 2015

Financial statements

c) Transactions with Directors, Other Key Management Personnel and each of their connected persons

Directors, Other Key Management Personnel (Defined as the Board of the Company and the Executive Committee of Santander UK plc who served during the year) and their connected persons have undertaken the following transactions with the Santander UK group in the course of normal banking business.

 

    2015     2014     2016     2015 
    No.     £000     No.     £000     No.     £000     No.     £000 

Secured loans, unsecured loans and overdrafts

                                

At 1 January

     10       3,768       14       3,497       18      5,492      10      3,768 

Net movements in the year

     8       1,724       (4)       271       (1)      (297)      8      1,724 

At 31 December

     18       5,492       10       3,768       17      5,195      18      5,492 

Deposit, bank and instant access accounts and investments

                                

At 1 January

     18       16,882       20       6,420       26      14,678      18      16,882 

Net movements in the year

     8       (2,204)       (2)       10,462       -      (5,540)      8      (2,204) 

At 31 December

     26       14,678       18       16,882       26      9,138      26      14,678 

During the year ended 31 December 2015, five2016, two Directors undertook sharedealing transactions through the Santander UK group’s execution-only stockbroker (2014: three(2015: five Directors) with an aggregate net value of £156,699 (2014: £281,243)£10,080 (2015: £156,699). Any transactions were on normal business terms and standard commission rates were payable.

In 20152016 and 2014,2015, no Director held any interest in the shares of any company within Santander UK at any time and no Director exercised or was granted any rights to subscribe for shares in any company within Santander UK. In addition, in 20152016 and 2014,2015, no Directors exercised share options over shares in Banco Santander SA, the ultimate parent company of the Company.

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 Santander UK 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 Santander UK group. 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 Santander UK group.

In 2015,2016, loans were made to sixfive Directors (2014: four(2015: six Directors), with a principal amount of £28,733£25,560 outstanding at 31 December 2015 (2014: £819,949)2016 (2015: £28,733). In 2015,2016, loans were made to twelve members of Santander UK’s Key Management Personnel (2014: six)(2015: twelve), with a principal amount of £5,462,770£5,169,234 outstanding at 31 December 2015 (2014: £2,947,704)2016 (2015: £5,462,770).

In 20152016 and 2014,2015, there were no other transactions, arrangements or agreements with Santander UK in which Directors or Key Management Personnel or persons connected with them had a material interest. In addition, in 20152016 and 2014,2015, no Director had a material interest in any contract of significance other than a service contract with Santander UK at any time during the year.

d) Santander Long-Term Incentive Plan

In 2015,2016, no Executive Directors (2015: one, Executive Director (2014: three, 2013: none) and thirteen2014: three) or Other Key Management Personnel (2014: nine, 2013: none)(2015: thirteen, 2014: nine) were granted conditional awards under the Santander LTIP. Under the Santander LTIPsNo LTIP award was granted on 1 July 2010 and 1 July 2009 certain Executive Directors, Key Management Personnel and other nominated individuals were granted conditional awards of shares in Banco Santander SA.

In the case of the 2015 LTIP, employees were allocated an initial award determined in GBP in 2015 which was converted into shares in Banco Santander SA, in January 2016. The 2015 LTIP vested at 91.5% based on Banco Santander SA’s relative EPS and RoTE performance in 2015 versus a comparator group. The vested award will be deferred over three years and payable in 2019 subject to Banco Santander SA’s continuing relative performance to comparators of EPS, RoTE and other non-financial measures.

In the case of the 2014 LTIP, employees were allocated an initial award determined in GBP in 2014 which was converted into shares in Banco Santander SA in January 2015. The 2014 LTIP vested at 100% based on Banco Santander SA’s relative TSR performance in 2014 versus a comparator group. The vested award will be deferred and payable in equal tranches in 2016, 2017 and 2018 subject to Banco Santander SA’s continuing relative TSR performance to comparators. From previous LTIP schemes, 0% of the 2010 conditional award vested in July 2013 and 0% of the 2011 conditional award vested in July 2014. In 2015, no LTIP shares vested for any Director from previous LTIP plans (2014: none).

 

 

276  Santander UK plc    247


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42. RELATED PARTY DISCLOSURES

a) Parent undertaking and controlling party

The Company’s immediate parent is Santander UK Group Holdings plc, a company incorporated in England and Wales. The Company’sIts ultimate parent and controlling party is Banco Santander SA, a company incorporated in Spain. The smallest and largest groups into which the Santander UK group’s results are included are the group accounts of Santander UK Group Holdings plc and Banco Santander SA, respectively, copies of which may be obtained from Shareholder Relations, 2 Triton Square, Regent’s Place, London NW1 3AN, on the corporate website (www.santander.co.uk) or on the Banco Santander corporate website (www.santander.com).

b) Transactions with related parties

Transactions with related parties during the year and balances outstanding at the year-end:

 

                                          Group                                                             Group 
  

Interest, fees and

other income received

   

Interest, fees and

other expenses paid

   

Amounts owed by

related parties

   

Amounts owed

to related parties

     

Interest, fees and

other income received

     

Interest, fees and

other expenses paid

     

Amounts owed by

related parties

     

Amounts owed

to related parties

 
  2015
£m
   2014
£m
   2013
£m
   2015
£m
   

2014

£m

   

2013

£m

   

2015

£m

   

2014

£m

   

2015

£m

   

2014

£m

     

2016

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Ultimate parent

   (76)     (370)     (395)     99     74     98     1,458     2,119     (3,557)     (5,089)       (81)      (76)      (370)      188      99      74      2,148      1,458      (2,882)      (3,557) 

Immediate parent

   (3)     -     -     19     -     -     3     -     (1,960)     (250)       (3)      (3)      -      139      19      -      5      3      (5,962)      (1,960) 

Fellow subsidiaries

   (439)     (520)     (346)     743     867     851     1,077     649     (1,328)     (1,961)       (271)      (439)      (520)      653      743      867      363      1,077      (1,101)      (1,328) 

Associates & joint ventures

   (24)     (25)     (19)     -     -     -     849     776     (15)     (6)       (27)      (24)      (25)      1      -      -      1,090      849      (37)      (15) 
   (542)     (915)     (760)     861     941     949     3,387     3,544     (6,860)     (7,306)       (382)      (542)      (915)      981      861      941      3,606      3,387      (9,982)      (6,860) 
                                          Company                                                             Company 
  

Interest, fees and

other income received

   

Interest, fees and

other expenses paid

   Amounts owed by
related parties
   

Amounts owed

to related parties

     

Interest, fees and

other income received

     

Interest, fees and

other expenses paid

     

Amounts owed by

related parties

     

Amounts owed

to related parties

 
  

2015

£m

   

2014

£m

   

2013

£m

   

2015

£m

   

2014

£m

   

2013

£m

   2015
£m
   2014
£m
   

2015

£m

   

2014

£m

     

2016

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

     

2016

£m

     

2015

£m

 

Ultimate parent

   (80)     (7)     -     152     83     40     31     23     (1,658)     (2,825)       (54)      (80)      (7)      52      152      83      46      31      (736)      (1,658) 

Immediate parent

   (3)     -     -     19     -     -     3     -     (1,960)     (250)       (3)      (3)      -      139      19      -      6      3      (5,963)      (1,960) 

Subsidiaries

   (2,366)     (3,426)     (3,705)     3,853     3,812     6,683     33,450     14,132     (58,468)     (52,067)       (3,979)      (2,366)      (3,426)      4,554      3,853      3,812      57,187      33,450      (39,411)      (58,468) 

Fellow subsidiaries

   (120)     (131)     (160)     443     510     561     19     7     (702)     (1,029)       (72)      (120)      (131)      435      443      510      19      19      (628)      (702) 

Associates & joint ventures

   -     -     -     -     -     -     -     -     (12)     -       -      -      -      -      -      -      -      -      (29)      (12) 
   (2,569)     (3,564)     (3,865)     4,467     4,405     7,284     33,503     14,162     (62,800)     (56,171)       (4,108)      (2,569)      (3,564)      5,180      4,467      4,405      57,258      33,503      (46,767)      (62,800) 

In 2015, the Company issued £750m Perpetual Capital Securities, of which 100% was subscribed by the Company’s immediate parent, Santander SA UK Group Holdings plc. In 2014, the Company issued £800m Perpetual Capital Securities to its immediate parent company, Santander SA UK Group Holdings plc which were 100% subscribed by Banco Santander SA. Details of these securities can be found in Note 36. In turn, Santander UK Group Holdings plc issued similar securities.

In 2015, the intercompany funding arrangements between Santander UK plc and its subsidiary Abbey National Treasury Services plc were amended so that management of the funding requirement of the Santander UK group was transferred from Abbey National Treasury Services plc to Santander UK plc. These steps were taken as part of a programme that began in 2014 and is still ongoing, to facilitate the orderly implementation of the Santander UK group strategy to transition into a ring-fenced structure in due course pursuant to the requirements of the Financial Services (Banking Reform) Act 2013.

Further information on balances due from/(to) other Banco Santander group companies is set out in the section ‘Balances with other Banco Santander group companies’ in the Risk review. In 2013, Banco Santander SA sold 50% of its interest in its international asset management business to US private equity investors. Santander UK plc has guaranteed certain of Banco Santander SA’s obligations under the transaction. Under the terms of the transaction, Santander UK plc’s obligations are fully cash collateralised by Banco Santander SA at all times so that Santander UK plc has no residual credit exposure. The amount of cash collateral in relation to this transaction was £1,002m£334m at 31 December 2015 (2014: £943m)2016 (2015: £1,002m) and has been included in Deposits by banks. In addition, transactions with pension schemes operated by the Santander UK group are described in Note 34. Further information on related party transactions during the year and balances outstanding at the year-end is described in the other Notes.

Except for the intercompany funding arrangements described above, theThe above transactions were made in the ordinary course of business and substantially on the same terms as for comparable transactions with third party counterparties and within limits acceptable to the PRA. Such transactions do not involve more than the normal risk of collectability or present any unfavourable features.

 

 

Annual Report 2015248    Santander UK plc

Financial


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43. 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 financial instruments into those measured at fair value and those measured at amortised cost in the balance sheet:

 

                                      Group                                         Group 
                                       2014                                         2015 
    

Held at

fair value

     

Held at

amortised cost

     Total      

Held at

fair value

     Held at
amortised cost
     Total     

Held at

fair value

     

Held at

amortised cost

     Total        

Held at

fair value

     

Held at

amortised cost

     Total 
    £m     £m     £m      £m     £m     £m     £m     £m     £m        £m     £m     £m 

Assets

                                                  

Cash & balances at central banks

     -       16,842       16,842        -       22,562       22,562  

Cash and balances at central banks

     -      17,107      17,107       -      16,842      16,842 

Trading assets

     23,961       -       23,961        21,700       -       21,700       30,035      -      30,035       23,961      -      23,961 

Derivative financial instruments

     20,911       -       20,911        23,021       -       23,021       25,471      -      25,471       20,911      -      20,911 

Financial assets designated at fair value

     2,398       -       2,398        2,881       -       2,881       2,140      -      2,140       2,398      -      2,398 

Loans and advances to banks

     -       3,548       3,548        -       2,057       2,057       -      4,348      4,348       -      3,548      3,548 

Loans and advances to customers

     -       198,045       198,045        -       188,691       188,691       -      199,738      199,738       -      198,045      198,045 

Loans and receivables securities

     -       52       52        -       118       118       -      257      257       -      52      52 

Available-for-sale securities

     9,012       -       9,012        8,944       -       8,944       10,561      -      10,561       9,012      -      9,012 

Held-to-maturity investments

     -      6,648      6,648       -      -      - 

Macro hedge of interest rate risk

     -       781       781        -       963       963       -      1,098      1,098       -      781      781 
     56,282       219,268       275,550        56,546       214,391       270,937       68,207      229,196      297,403       56,282      219,268      275,550 

Non-financial assets

             5,856                  5,040               5,739                 5,856 
             281,406                275,977               303,142               281,406 

Liabilities

                                                  

Deposits by banks

     -       8,278       8,278        -       8,214       8,214       -      9,769      9,769       -      8,278      8,278 

Deposits by customers

     -       164,074       164,074        -       153,606       153,606       -      177,172      177,172       -      164,074      164,074 

Trading liabilities

     12,722       -       12,722        15,333       -       15,333       15,560      -      15,560       12,722      -      12,722 

Derivative financial liabilities

     21,508       -       21,508        22,732       -       22,732       23,103      -      23,103       21,508      -      21,508 

Financial liabilities designated at fair value

     2,016       -       2,016        2,848       -       2,848       2,440      -      2,440       2,016      -      2,016 

Debt securities in issue

     -       49,615       49,615        -       51,790       51,790       -      50,346      50,346       -      49,615      49,615 

Subordinated liabilities

     -       3,885       3,885        -       4,002       4,002       -      4,303      4,303       -      3,885      3,885 

Macro hedge of interest rate risk

     -       110       110        -       139       139       -      350      350       -      110      110 
     36,246       225,962       262,208        40,913       217,751       258,664       41,103      241,940      283,043       36,246      225,962      262,208 

Non-financial liabilities

             3,539                3,120               4,015               3,539 
             265,747                261,784               287,058               265,747 
                                  Company 
                  2015                     2014 
    

Held at

fair value

     

Held at

amortised cost

     Total      

Held at

fair value

     

Held at

amortised cost

     Total 
    £m     £m     £m      £m     £m     £m 

Assets

                         

Cash & balances at central banks

     -       14,562       14,562        -       18,102       18,102  

Derivative financial instruments

     3,302       -       3,302        3,412       -       3,412  

Financial assets designated at fair value

     60       -       60        83       -       83  

Loans and advances to banks

     -       18,962       18,962        -       6,073       6,073  

Loans and advances to customers

     -       181,608       181,608        -       170,211       170,211  

Loans and receivables securities

     -       4,991       4,991        -       4,598       4,598  

Available-for-sale securities

     7,828       -       7,828        6,405       -       6,405  

Macro hedge of interest rate risk

     -       (35)       (35)        -       7       7  
     11,190       220,088       231,278        9,900       198,991       208,891  

Non-financial assets

             10,380                9,914  
             241,658                218,805  

Liabilities

                         

Deposits by banks

     -       28,268       28,268        -       12,553       12,553  

Deposits by customers

     -       189,291       189,291        -       183,788       183,788  

Derivative financial liabilities

     3,028       -       3,028        2,154       -       2,154  

Debt securities in issue

     -       -       -        -       112       112  

Subordinated liabilities

     -       3,951       3,951        -       4,065       4,065  

Macro hedge of interest rate risk

     -       (5)       (5)        -       -       -  
     3,028       221,505       224,533        2,154       200,518       202,672  

Non-financial liabilities

             3,174                2,689  
             227,707                205,361  

                                         Company 
                 2016                       2015 
     

Held at

fair value

     

Held at

amortised cost

     Total        

Held at

fair value

     

Held at

amortised cost

     Total 
      £m     £m     £m        £m     £m     £m 

Assets

                         

Cash and balances at central banks

     -      13,591      13,591       -      14,562      14,562 

Derivative financial instruments

     7,391      -      7,391       3,302      -      3,302 

Financial assets designated at fair value

     85      -      85       60      -      60 

Loans and advances to banks

     -      25,699      25,699       -      18,962      18,962 

Loans and advances to customers

     -      200,574      200,574       -      181,608      181,608 

Loans and receivables securities

     -      796      796       -      4,991      4,991 

Available-for-sale securities

     10,069      -      10,069       7,828      -      7,828 

Held-to-maturity investments

     -      6,648      6,648       -      -      - 

Macro hedge of interest rate risk

     -      198      198       -      (35)      (35) 
     17,545      247,506      265,051       11,190      220,088      231,278 

Non-financial assets

             9,602                     10,380 
             274,653               241,658 

Liabilities

                         

Deposits by banks

     -      19,741      19,741       -      28,268      28,268 

Deposits by customers

     -      194,674      194,674       -      189,291      189,291 

Derivative financial liabilities

     3,440      -      3,440       3,028      -      3,028 

Financial liabilities designated at fair value

     321      -      321       -      -      - 

Debt securities in issue

         34,496      34,496       -      -      - 

Subordinated liabilities

     -      4,411      4,411       -      3,951      3,951 

Macro hedge of interest rate risk

     -      12      12       -      (5)      (5) 
     3,761      253,334      257,095       3,028      221,505      224,533 

Non-financial liabilities

             3,510               3,174 
             260,605               227,707 

 

 

278  Santander UK plc    249


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

Annual Report 2016

Financial statements

 

 

b) Valuation of financial instruments

Financial instruments that are classified or designated 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 price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal, or in its absence, the most advantageous market to which Santander UK group has access at that date. The fair value of a liability reflects its non-performance risk.

Changes in the valuation of such financial instruments, including derivatives, are included in the line item ‘Net trading and other income’ in the income statement or in ‘Other comprehensive income’ in the statement of comprehensive income as applicable.

(i) 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.

(ii) Subsequent measurement

The Santander UK 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 Santander UK 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 Santander UK group can 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 inactive markets, 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:Significant inputs to the pricing or valuation techniques are unobservable. Level 3 positions include exchange rate derivatives, equity and credit derivatives, loans and advances to customers, debt securities, equity securities and debt securities in issue.

The Santander UK 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 Santander UK group assesses active markets for debt instruments based on both the average daily trading volume and the number of days with trading activity. The Santander UK 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 fair 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.

The appropriate measurement levels are regularly reviewed. 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 transfer of assets and liabilities within the fair value hierarchy. The Santander UK group recognises transfers between levels of the fair value hierarchy when there is a significant change in either its principal market or the level of observability of the inputs to the valuation techniques as at the end of the reporting period.

The Santander UK group manages certain groups of financial assets and liabilities on the basis of its net exposure to either market risks or credit risk. As a result it has elected to use the exception under IFRS 13 which permits the fair value measurement of a group of financial assets and financial liabilities on the basis of the price that would be received to sell a net long position for a particular risk exposure or paid to transfer a net short position for a particular risk exposure in an orderly transaction between market participants at the measurement date under current market conditions.

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.

 

 

Annual Report 2015250    Santander UK plc

Financial


Primary financialNotes to the
Audit Reportstatements

financial statements

    

 

 

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. Chosen valuation techniques incorporate all the factors that market participants would take into account in pricing transactions.

Unrecognised gains as a result of the use of valuation models using unobservable inputs (Day One profits)

The timing of recognition of deferred day oneDay 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 oneDay One profit and loss. Subsequent changes in fair value are recognised immediately in the income statement without immediate reversal of deferred day oneDay One profits and losses.

c) Fair values of financial instruments carried at amortised cost

The following tables analyse the fair value of the financial instruments carried at amortised cost at 31 December 20152016 and 2014,2015, including their levels in the fair value hierarchy – level 1, level 2 and level 3. It does not include fair value information for financial assets and financial liabilities carried at amortised cost if the carrying amount is a reasonable approximation of fair value. ThereCash and balances at central banks which comprise of demand deposits with the Bank of England and the US Federal Reserve together with cash in tills and ATMs have been excluded from the table, as the carrying amount of cash and balances at central banks is deemed an appropriate approximation of fair value. The fair value of the portfolio of UK Government debt securities acquired during the year and classified as held-to-maturity investments, as referred to in Note 1, is categorised in level 1 of the fair value hierarchy. Apart from these securities, there were no other financial instruments carried at amortised cost whose fair values would be classified in level 1.

 

       Group         Group 
  2015    2014         2016            2015 
  Fair value       Fair value        Fair value           Fair value     
      Level 2       Level 3       Total   

    Carrying

value

 

        

      Level 2       Level 3       Total   

    Carrying

value

    Level 1       Level 2       Level 3       Total   

    Carrying

value

           Level 2       Level 3       Total   

    Carrying

value

 
   £m   £m   £m   £m   £m   £m   £m   £m    £m   £m   £m   £m   £m        £m   £m   £m   £m 

Assets

                                   

Loans and advances to banks

    3,006     431     3,437     3,548      1,210     798     2,008     2,057      -    3,737    478    4,215    4,348       3,006    431    3,437    3,548 

Loans and advances to customers

 Advances secured on residential property   -     156,105     156,105     152,837      -     151,265     151,265     149,861   Advances secured on residential property   -    -    157,961    157,961    154,448      -    156,105    156,105    152,837 
 Corporate loans   6,426     24,821     31,247     31,515      5,671     23,718     29,389     29,445   Corporate loans   -    6,739    24,851    31,590    31,596      6,426    24,821    31,247    31,515 
 Other advances   -     13,685     13,685     13,693      -     9,464     9,464     9,385   Other advances   -    -    13,685    13,685    13,694       -    13,685    13,685    13,693 
    6,426     194,611     201,037     198,045      5,671     184,447     190,118     188,691      -    6,739    196,497    203,236    199,738       6,426    194,611    201,037    198,045 

Loans and receivables securities

    63     -     63     52      135     -     135     118      -    272    -    272    257      63    -    63    52 

Held-to-maturity investments

    6,436    -    -    6,436    6,648       -    -    -    - 

Liabilities

                                   

Deposits by banks

 Securities sold under agreements to repurchase   4,265     -     4,265     4,209      4,909     -     4,909     4,797   Securities sold under agreements to repurchase   -    2,406    -    2,406    2,384      4,265    -    4,265    4,209 
 Other deposits   3,577     501     4,078     4,069      3,172     671     3,843     3,417  
    7,842     501     8,343     8,278      8,081     671     8,752     8,214   Other deposits   -    6,954    438    7,392    7,385       3,577    501    4,078    4,069 
    -    9,360    438    9,798    9,769       7,842    501    8,343    8,278 

Deposits by customers

 Current and demand accounts   -     76,193     76,193     76,193      -     64,766     64,766     64,766   Current and demand accounts   -    -    91,162    91,162    91,162      -    76,193    76,193    76,193 
 Savings accounts   -     59,580     59,580     59,420      -     57,391     57,391     57,099   Savings accounts   -    -    58,461    58,461    58,305      -    59,580    59,580    59,420 
 Time deposits   -     28,085     28,085     27,959      -     31,376     31,376     31,241   Time deposits   -    -    27,260    27,260    27,203      -    28,085    28,085    27,959 
 Securities sold under agreements to repurchase   546     -     546     502      577     -     577     500   Securities sold under agreements to repurchase   -    582    -    582    502       546    -    546    502 
    546     163,858     164,404     164,074      577     153,533     154,110     153,606      -    582    176,8    177,4    177,1      546    163,8    164,4    164,0 
          83    65    72          58    04    74 

Debt securities in issue

 Bonds and medium term notes   41,425     -     41,425     39,772      39,954     -     39,954     37,796   

Bonds and Medium-term

notes

   -    44,643    -    44,643    42,840      41,425    -    41,425    39,772 
 Securitisation programmes   8,942     997     9,939     9,843      13,302     746     14,048     13,994   Securitisation programmes   -    6,410    1,196    7,606    7,506       8,942    997    9,939    9,843 
    50,367     997     51,364     49,615      53,256     746     54,002     51,790      -    51,053    1,196    52,249    50,346       50,367    997    51,364    49,615 

Subordinated liabilities

Subordinated liabilities

   4,022     -     4,022     3,885      4,115     -     4,115     4,002  

Subordinated liabilities

   -    4,562    -    4,562    4,303       4,022    -    4,022    3,885 

Santander UK plc    251


Annual Report 2016

Financial statements

The fair values and carrying values of loans and advances to customers may be further analysed, between those that are impaired and those that are not impaired, as follows:

 

   Group 
   Impaired     Not impaired     Total 
   Fair             Carrying     Fair     Carrying     Fair     Carrying 
           Value     value     value     value     value     value 
2016   £m     £m     £m     £m     £m     £m 

Loans and advances to customers

 Advances secured on residential property   551      576          157,410          153,872      157,961      154,448 
             Group  Corporate loans   254      348      31,336      31,248      31,590      31,596 
   Impaired   Not impaired   Total  Other loans   19      26      13,666      13,668      13,685      13,694 
   Fair         Carrying   Fair   Carrying   Fair   Carrying     824      950      202,412      198,788          203,236          199,738 
         value   value   value   value   value   value 
2015   £m   £m   £m   £m   £m   £m                                          

Loans and advances to customers

 Advances secured on residential property   545     583     155,560     152,254     156,105     152,837   Advances secured on residential property   545      583      155,560      152,254      156,105      152,837 
 Corporate loans   237     324     31,010     31,191     31,247     31,515   

Corporate loans

   237      324      31,010      31,191      31,247      31,515 
 Other loans   8     11     13,677     13,682     13,685     13,693   Other loans   8      11      13,677      13,682      13,685      13,693 
    790     918         200,247             197,127             201,037             198,045      790      918      200,247      197,127      201,037      198,045 
2014                               

Loans and advances to customers

 Advances secured on residential property   518     526     150,747     149,335     151,265     149,861  
 

Corporate loans

   360     493     29,029     28,952     29,389     29,445  
 Other loans   13     18     9,451     9,367     9,464     9,385  
    891     1,037     189,227     187,654     190,118     188,691  

There are no loans and advances to banks, that are impaired, and there are no significant balances of loans and receivable securities and held-to-maturity investments that are impaired.

 

   Company 
        2016                 2015 
   Fair value       Fair value     
   Level 1   Level 2   Level 3   Total   Carrying
value
   Level 2   Level 3   Total   Carrying
value
 
        £m   £m   £m   £m   £m   £m   £m   £m   £m 

Assets

                    

Loans and advances to banks

     -    1,988    23,711    25,699    25,699    1,330    17,632    18,962    18,962 

Loans and advances to customers

  Advances secured on residential property   -    -    157,961    157,961    154,448    -    156,097    156,097    152,829 
  

Corporate loans

   -    -    15,357    15,357    15,421    -    15,217    15,217    15,282 
  

Other advances

   -    -    30,695    30,695    30,705    -    13,489    13,489    13,497 
     -    -        204,013    204,013        200,574    -        184,803        184,803        181,608 

Loans and receivables securities

     -    813    -    813    796    5,004    -    5,004    4,991 

Held-to-maturity investments

         6,436    -    -    6,436    6,648    -    -    -    - 

Liabilities

                    

Deposits by banks

  Repos   -    1,717    -    1,717    1,706    1,586    -    1,586    1,564 
  

Other deposits

   -        6,886    11,149    18,035    18,035    4,979    21,725    26,704    26,704 
     -    8,603    11,149    19,752    19,741        6,565    21,725    28,290    28,268 

Deposits by customers

  Current and demand accounts   -    -    112,149    112,149    112,149    -    103,737    103,737    103,737 
  

Savings accounts

   -    -    57,558    57,558    57,400    -    56,271    56,271    56,111 
  

Time deposits

   -    -    24,681    24,681    24,623    -    29,069    29,069    28,941 
  

Repos

   -    582    -    582    502    546    -    546    502 
     -    582    194,388    194,970    194,674    546    189,077    189,623    189,291 

Debt securities in issue

  Bonds and medium-term notes   -    36,299    -    36,299    34,496    -    -    -    - 

Subordinated liabilities

   -    4,562    -    4,562    4,411    4,088    -    4,088    3,951 

 

280  Santander UK plc


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

financial statements    

   Company 
   2015      2014 
   Fair value          Fair value     
   Level 2   Level 3   Total   Carrying
value
             Level 2   Level 3   Total   

Carrying

value

 
        £m   £m   £m   £m       £m   £m   £m   £m 

Assets

                    

Loans and advances to banks

     1,330     17,632     18,962     18,962        1,418     4,655     6,073     6,073  

Loans and advances to customers

  Advances secured on residential property   -     156,097     156,097     152,829       -     151,257     151,257     149,852  
  

Corporate loans

   -     15,217     15,217     15,282       -     14,342     14,342     14,342  
  

Other advances

   -     13,489     13,489     13,497        -     6,095     6,095     6,017  
     -     184,803     184,803     181,608        -     171,694     171,694     170,211  

Loans and receivables securities

     5,004     -     5,004     4,991       4,613     -     4,613     4,598  

Liabilities

                    

Deposits by banks

  Securities sold under agreements to repurchase   1,586     -     1,586     1,564       810     -     810     783  
  

Other deposits

   4,979     21,725     26,704     26,704        1,336     10,849     12,185     11,770  
         6,565     21,725     28,290     28,268        2,146         10,849     12,995     12,553  

Deposits by customers

  Current and demand accounts   -     103,737     103,737     103,737       -     99,601     99,601     99,601  
  

Savings accounts

   -     56,271     56,271     56,111       -     56,082     56,082     55,790  
  

Time deposits

   -     29,069     29,069     28,941       -         28,032     28,032     27,897  
  

Securities sold under agreements to repurchase

   546     -     546     502        577     -     577     500  
     546         189,077         189,623         189,291        577         183,715         184,292         183,788  

Debt securities in issue

  Bonds and medium term notes   -     -     -     -       112     -     112     112  

Subordinated liabilities

   4,088     -     4,088     3,951        4,178     -     4,178     4,065  

   Company 
   Impaired   Not impaired   Total 
   Fair           Carrying   Fair   Carrying   Fair   Carrying 
           value   value   value   value   value   value 
2016   £m   £m   £m   £m   £m   £m 

Loans and advances to customers

 Advances secured on residential property   551    576    157,410    153,872    157,961    154,448 
   Company  Corporate loans   149    204    15,208    15,217    15,357    15,421 
   Impaired   Not impaired   Total  Other loans   12    16    30,683    30,689    30,695    30,705 
   Fair           Carrying   Fair   Carrying   Fair   Carrying     712    796        203,301        199,778        204,013        200,574 
           value   value   value   value   value   value 
2015   £m   £m   £m   £m   £m   £m                                

Loans and advances to customers

 Advances secured on residential property   545     583         155,552         152,246         156,097         152,829   Advances secured on residential property   545    583    155,552    152,246    156,097    152,829 
 Corporate loans   252     344     14,965     14,938     15,217     15,282  
 Other loans   2     3     13,487     13,494     13,489     13,497  
    799     930     184,004     180,678     184,803     181,608  
2014                               

Loans and advances to customers

 Advances secured on residential property   518     526     150,739     149,326     151,257     149,852  

Corporate loans

    250     342     14,092     14,000     14,342     14,342      252    344    14,965    14,938    15,217    15,282 

Other loans

    4     5     6,091     6,012     6,095     6,017      2    3    13,487    13,494    13,489    13,497 
    772     873     170,922     169,338     171,694     170,211      799    930    184,004    180,678    184,803    181,608 

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 price at which an orderly transaction to sell the asset or to transfer the liability would take place between market participants at the measurement date under current market conditions. 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.section below.

252    Santander UK plc


Primary financialNotes to the
Audit reportstatements

financial statements    

Fair value management

The fair value exposures set out in the tables 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.

Assets:

Cash and balances at central banks

This consists of demand deposits with the Bank of England and the US Federal Reserve, together with cash in tills and ATMs. The carrying amount of cash and balances at central banks is deemed an appropriate approximation of the fair value. These have therefore been excluded from the table above.

Annual Report 2015

Financial statements

Loans and advances to banks

These comprise secured loans, short-term placements with banks including collateral and unsettled financial transactions. The secured loans have been valued on the basis of spreads on credit default swaps for the term of the loans using valuation technique A as described in the valuation technique section below. The carrying amount of the other items is deemed a reasonable approximation of their fair value, as the transactions are very short-term in duration.

Loans and advances to customers

The approach to estimating the fair value of the principal products and portfolios of loans and advances to customers has been set out below. Thisdetermined by discounting expected cash flows to reflect current market rates for lending of a similar credit quality. The determination of their fair values is an area of considerable estimation and uncertainty as there is no observable market and values are significantly affected by customer behaviour.

i) MortgagesAdvances secured on residential property

The mortgage portfolio has beenis stratified into tranches by LTV; LTV being(being a significant driver of market pricing. Thepricing) and the fair values have been estimatedvalue of each tranche is calculated by comparing existingdiscounting contractual interestcash flows, after taking account of expected customer prepayment rates, over the weighted average lives with an estimation ofusing a valuation spread based on new business interest rates based onderived from competitor market information.information adjusted for the implied cost of funding. Adjustments have also been made to:

-Reduce the weighted average lives of low LTV loans on SVR to reflect the uncertainty inherent in the value that could be achieved, given that the borrower could re-financerefinance at any time. The historic weighted average lives have been reduced from approximately 3 years to 2 years to reflect this.
-Discount the value of performing loans with a LTV over 90% (with the exception of loans under the UK Government’s Help to Buy scheme) to reflect the higher risk of this part of the portfolio and the fact that this is outside our normal underwriting standards. This is in addition to the use of higher rates within the underlying calculation.portfolio.
-For impaired loans, we made two further adjustments. The first was to discount the collateral value of loans with over 80% LTV to reflect the significantly higher possibility of re-possession and the lower value that is achieved on repossession. This was done by tranche above 80% LTV. The second was to apply a discount to reflect the fact that the model does not fully take into account the higher risk nature of these loans. For loans and, in addition, discount the collateral value of loans with over 80%, LTV to reflect the discount has been the same 15% used for performing loans over 95% LTV. For impaired loans under 80% LTV, a 5% discount has been used reflecting higher rates available in the market for loans in arrears but with an acceptable LTV.greater possibility of repossession and recovery value.

ii) OtherCorporate loans

This consists of unsecured personal loans, credit cards, overdrafts and consumer credit (car loans). The weighted average lives of these portfolios are short, and the business was written relatively recently. As a result, contractual interest rates approximate new business interest rates, and therefore no mark-to-market surplus or deficit has been recorded with respect to the performing book with the exception of unsecured personal loans where a small surplus has been recognised based on a comparison of existing contractual interest rates over the weighted average lives with an estimation of new business interest rates. A discount of 30% has been applied to the impaired part of the book.

iii) Corporate lending

The corporate loan portfolio has beenis stratified by product. For the performing book, the determination of their fair values have been estimated by comparingtakes account of the differential between existing margins withand an estimationestimate of new business rates for similar loans in terms of segment, maturity and structure. Provisions are considered appropriate for the book that is not impaired. A discount has been applied to impaired loans. Although exits have generally been achieved at carrying value, this does not reflect the discount a purchaser would require. A discount has therefore been applied based on the target return of 10-12% sought by distressed bond funds, who are the typical purchaser of the assets.

With respect to the non-core corporate and legacy portfolios, including commercial mortgages, but except for social housingSocial Housing which is set out below, an exercise has been undertaken to estimate their market value, based on an orderly disposal process over a period of three years. This portfolio is well provided for, and this is reflected in a relatively small mark-to-market deficit. This is evidenced by disposals in 20152016 and 20142015 being achieved at carrying value with no additional provisions being required. In addition, the same 30% discount has been applied to the impaired book as for the corporate assets above.

With respect to Social Housing, part of this portfolio is held for historic reasons at fair value. The same methodology has been applied to calculate the fair value of loans held at amortised cost. The fair value of this portion of the portfolio has been determined using valuation technique A as described in the valuation technique section e)below.

iii) Other loans

This consists of unsecured personal loans, credit cards, overdrafts and consumer credit (car loans). The weighted average lives of these portfolios are short, and the business was written relatively recently. As a result, contractual interest rates approximate new business interest rates, and therefore no mark-to-market surplus or deficit has been recorded with respect to the performing book with the exception of unsecured personal loans where a small surplus has been recognised based on the differential between existing margins and an estimate of new business rates for similar loans. A discount of 30% has been applied to the impaired part of the book.

Loans and receivables securities

These debt securities consist of asset-backed securities. These are complex products and are valued with the assistance of an independent, specialist valuation firm. These fair values are determined using industry-standard valuation techniques, including discounted cash-flow models. The inputs to these models used in these valuation techniques include quotes from market makers, prices of similar assets, adjustments for differences in credit spreads, and additional quantitative and qualitative research. Disposals of these securities since 2008 have demonstrated that actual sales prices achieved have been close to fair values estimated under this method.

Held-to-maturity investments

These consist of a portfolio of government debt securities. The same methodology has been applied to calculate the fair value of loans held at amortised cost. The fair value of this portion of the portfolio has been determined using valuation technique A as described in the valuation technique section below.

Santander UK plc    253


Annual Report 2016

Financial statements

Liabilities:

Deposits by banks

The fair value of deposits by banks, including repos, has been estimated using valuation technique A as described in section e).below.

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 Santander UK group’s customers, the Directors believe there is significant value to the Santander UK group in this source of funds. Certain of the deposit liabilities are at a fixed rate until maturity. The deficit/surplus 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 valuation technique A as described in section e).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 valuation technique A as described below.

d) Fair values of financial instruments measured at fair value on a recurring basis

The following tables summarise the fair values of the financial assets and liabilities accounted for at fair value at 31 December 2016 and 2015, analysed by their levels in section e).the fair value hierarchy – Level 1, Level 2 and Level 3.

   Group 
Balance sheet category    2016       2015     
       

      Level 1

£m

   

      Level 2

£m

   

      Level 3

£m

   

        Total

£m

        

      Level 1

£m

   

      Level 2

£m

   

      Level 3

£m

   

        Total

£m

   

    Valuation

technique

 

Assets

                     

Trading assets

 Loans and advances to banks   -    7,478    -    7,478      -    5,433    -    5,433    A 
 Loans and advances to customers   762    9,561    -    10,323      580    5,380    -    5,960    A 
 Debt securities   6,248    -    -    6,248      5,462    -    -    5,462    - 
 Equity securities   5,986    -    -    5,986      7,106    -    -    7,106    - 

Derivative assets

 Exchange rate contracts   -    8,300    22    8,322      -    5,277    55    5,332    A 
 Interest rate contracts   1    15,795    19    15,815      -    14,087    18    14,105    A & C 
 Equity and credit contracts   -    1,272    62    1,334      88    1,271    115    1,474    B & D 
Financial assets designated at fair value Loans and advances to customers   -    1,668    63    1,731      -    1,832    59    1,891    A 
 Debt securities   -    208    201    409      -    299    208    507    A & B 

Available-for-sale securities

 Equity securities   17    63    32    112      17    12    100    129    B 
 Debt securities   10,449    -    -    10,449         8,856    27    -    8,883    C 

Total assets at fair value

    23,463    44,345    399    68,207         22,109    33,618    555    56,282   

Liabilities

                     

Trading liabilities

 Deposits by banks   -    4,200    -    4,200      -    2,777    -    2,777    A 
 Deposits by customers   -    8,559    -    8,559      -    7,151    -    7,151    A 
 Short positions   2,801    -    -    2,801      2,794    -    -    2,794    - 

Derivative liabilities

 Exchange rate contracts   -    6,009    21    6,030      -    6,140    55    6,195    A 
 Interest rate contracts   -    16,202    11    16,213      1    13,677    10    13,688    A & C 
 Equity and credit contracts   1    817    42    860      2    1,583    40    1,625    B & D 
Financial liabilities designated at fair value Debt securities in issue   -    1,908    6    1,914      -    2,011    5    2,016    A 
 Structured deposits   -    526    -    526         -    -    -    -    A 

Total liabilities at fair value

    2,802    38,221    80    41,103         2,797    33,339    110    36,246   
   Company 
Balance sheet category    2016       2015     
       

Level 1

£m

   

Level 2

£m

   

Level 3

£m

   

Total

£m

        

Level 1

£m

   

Level 2

£m

   

Level 3

£m

   

Total

£m

   

Valuation

technique

 

Assets

                     

Derivative assets

 Exchange rate contracts   -    5,037    -    5,037      -    1,424    -    1,424    A 
 Interest rate contracts   -    2,298    -    2,298      -    1,833    -    1,833    A & C 
 Equity and credit contracts   -    56    -    56      -    45    -    45    B & D 
Financial assets designated at fair value Loans and advances to customers   -    10    -    10      -    -    -    -    A 
 Debt securities   -    75    -    75      -    60    -    60    C 

Available-for-sale securities

 Equity securities   -    63    32    95      -    12    100    112    B 
 Debt securities   9,974    -    -    9,974         7,689    27    -    7,716    C 

Total assets at fair value

    9,974    7,539    32    17,545         7,689    3,401    100    11,190   

Liabilities

                     

Derivative liabilities

 Exchange rate contracts   -    1,556    -    1,556      -    1,379    -    1,379    A 
 Interest rate contracts   -    1,635    -    1,635      -    1,413    -    1,413    A & C 
 Equity and credit contracts   -    249    -    249         -    236    -    236    B 

Total liabilities at fair value

    -    3,440    -    3,440         -    3,028    -    3,028   

 

 

282254    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

d) Fair values of financial instruments measured at fair value on a recurring basis

The following tables summarise the fair values of the financial assets and liabilities accounted for at fair value at 31 December 2015 and 2014, analysed by their levels in the fair value hierarchy – Level 1, Level 2 and Level 3.

     Group 
     Fair value 
Balance sheet category    2015          2014       
    Level 1     Level 2     Level 3     Total          Level 1     Level 2     Level 3     Total     Valuation 
         £m     £m     £m     £m           £m     £m     £m     £m     technique 

Assets

                                         

Trading assets

 Loans and advances to banks     -       5,433       -       5,433           -       5,936       -       5,936       A  
 Loans and advances to customers     580       5,380       -       5,960           181       2,826       -       3,007       A  
 Debt securities     5,462       -       -       5,462           7,981       -       -       7,981       -  
 Equity securities     7,106       -       -       7,106           4,776       -       -       4,776       -  
Derivative assets Exchange rate contracts     -       5,277       55       5,332           -       4,407       5       4,412       A  
 Interest rate contracts     -       14,087       18       14,105           4       16,550       20       16,574       A & C  
 Equity and credit contracts     88       1,271       115       1,474           149       1,757       127       2,033       B & D  
 Commodity contracts     -       -       -       -           -       2       -       2       A  
Financial assets designated at fair value Loans and advances to customers     -       1,832       59       1,891           -       2,198       61       2,259       A  
 Debt securities     -       299       208       507           -       402       220       622       A & B  
Available-for-sale securities Equity securities     17       12       100       129           25       -       -       25       B  
 Debt securities     8,856       27       -       8,883            8,919       -       -       8,919       C  
Total assets at fair value      22,109       33,618       555       56,282            22,035       34,078       433       56,546      
Liabilities                                         
Trading liabilities Deposits by banks     -       2,777       -       2,777           -       7,223       -       7,223       A  
 Deposits by customers     -       7,151       -       7,151           -       4,899       -       4,899       A  
 Short positions     2,794       -       -       2,794           3,211       -       -       3,211       -  
Derivative liabilities Exchange rate contracts     -       6,140       55       6,195           -       4,278       -       4,278       A  
 Interest rate contracts     1       13,677       10       13,688           16       15,976       6       15,998       A & C  
 Equity and credit contracts     2       1,583       40       1,625           1       2,408       45       2,454       B & D  
 Commodity contracts     -       -       -       -           -       2       -       2       A  

Financial liabilities designated at fair value

 Debt securities in issue     -       2,011       5       2,016            -       2,835       13       2,848       A  

Total liabilities at fair value

      2,797       33,339       110       36,246            3,228       37,621       64       40,913      
     Company 
     Fair value 
Balance sheet category    2015          2014       
    Level 1     Level 2     Level 3     Total          Level 1     Level 2     Level 3     Total     Valuation 
         £m     £m     £m     £m           £m     £m     £m     £m     technique 

Assets

                                         

Derivative assets

 Exchange rate contracts     -       1,424       -       1,424           -       1,142       -       1,142       A  
 

Interest rate contracts

     -       1,833       -       1,833           -       2,225       -       2,225       A & C  
 

Equity and credit contracts

     -       45       -       45           -       45       -       45       B & D  
Financial assets designated at fair value Debt securities     -       60       -       60           -       83       -       83       C  
Available-for-sale securities Equity securities     -       12       100       112           11       -       -       11       B  
 

Debt securities

     7,689       27       -       7,716            6,394       -       -       6,394       C  
Total assets at fair value      7,689       3,401       100       11,190            6,405       3,495       -       9,900      
Liabilities                                         
Derivative liabilities Exchange rate contracts     -       1,379       -       1,379           -       809       -       809       A  
 

Interest rate contracts

     -       1,413       -       1,413           8       1,115       -       1,123       A & C  
 

Equity and credit contracts

     -       236       -       236            -       222       -       222       B  

Total liabilities at fair value

      -       3,028       -       3,028            8       2,146       -       2,154      

Annual Report 2015

Financial statements

 

Transfers between levels of the fair value hierarchy

Transfers between levels of the fair value hierarchy are reported at the beginning of the period in which they occur.

During 2016, the following financial instruments were transferred between Level 1 and Level 2:

    -Available-for-sale debt securities – Debt securities with fair values of £25m were transferred from Level 1 to Level 2 principally due to a lack of market transactions in these instruments.

During 2016, there were no transfers of financial instruments between Levels 2 and 3.

In 2015, the following financial instruments were transferred between Level 2 and Level 3:

-Exchange rate contracts - Securitisation cross currency swaps shown in derivative assets and derivative liabilities with fair values of £55m and £55m, respectively, were transferred from Level 2 to Level 3 principally due to a lack of market transactions in these instruments. The valuation techniques applied to estimate the fair value of these financial instruments are described in section i)i below as instruments 2 and 12.11.

-Interest rate contracts - Securitisation swaps shown in derivative assets and derivative liabilities with fair values of £8m and £6m, respectively, were transferred from Level 2 to Level 3 principally due to a lack of market transactions in these instruments. The valuation techniques applied to estimate the fair value of these financial instruments are described in section i)i below as instruments 4 and 14.13.

During 2014, the following financial instruments were transferred between Level 2 and Level 3:

-Interest rate contracts - Bermudan swaptions shown in derivative assets and derivative liabilities with fair values of £29m and £10m, respectively, were transferred from Level 2 to Level 3 principally due to a lack of market transactions in these instruments. The valuation techniques applied to estimate the fair value of these financial instruments are described in section i) as instruments 3 and 13.
-Debt securities - Certain asset-backed securities issued by Banco Santander group entities, with a fair value of £58m designated as fair value through profit and loss, were transferred from Level 3 to Level 2 principally due to improved transparency of market prices due to market transactions in these instruments. The valuation technique applied to estimate the fair value of these financial instruments is described in section i) as instrument 10.

During 2015 and 2014, thereThere were no transfers of financial instruments between Levels 1 and 2.2 in 2015.

e) Valuation techniques

The main valuation techniques employed in internal models to measure the fair value of the financial instruments disclosed above at 31 December 20152016 and 20142015 are set out below. In substantially all cases, the principal inputs into these models are derived from observable market data. The Santander UK group did not make any material changes to the valuation techniques and internal models it used during the years ended 31 December 2016, 2015 2014 and 2013.2014.

 

AIn the valuation of financial instruments requiring static hedging (for example interest rate, currency derivatives and commodity swaps) 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 or forward commodity prices. 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. The forward commodity prices are generally observable market data.

 

BIn 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, mortality, mean reversion and contingent litigation risk.

 

CIn 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.

 

DIn 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 Santander UK 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 Santander UK 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.

 

 

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f) Fair value adjustments

The internal models incorporate assumptions that the Santander UK group believes would be made by a market participant to establish fair value. Fair value adjustments are adopted when the Santander UK group considers that there are additional factors that would be considered by a market participant that are not incorporated in the valuation model.

The Santander UK 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 Corporate Banking. The magnitude and types of fair value adjustment adopted by Global Corporate Banking are listed in the following table:

 

    

2015

£m

     

2014

£m

     

2016

£m

     

2015

£m

 

Risk-related:

                

- Bid-offer and trade specific adjustments

     46       34       37      46 

- Uncertainty

     42       18       49      42 

- Credit risk adjustment

     23       32       50      23 

- Funding fair value adjustment

     20       
     111       84       156      111 

Model-related

     6       11       1      6 

Day One profits

     1       2  

Day One profit

     4      1 
     118       97       161              118 

Risk-related adjustments

Risk-related adjustments are driven, in part, by the magnitude of the Santander UK 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

IFRS 13 requires that portfolios are marked at bid or offer, as appropriate. 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 position.

The majority of the bid-offer adjustment relates to OTC derivative portfolios. For each portfolio, the major risk types are identified. 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 grouping of risk categories is dependent on the sensitivity factors of the trading portfolio. For example, interest rate risk will be by tenor and options will be by strikes.

The granularity of the risk bucketing is principally determined by reference to the risk management practice undertaken, the granularity of risk bucketing in 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.

(ii) Uncertainty

Certain model inputs may be less readily determinable from market data, and/or the choice of model itself may be more subjective. 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 more conservative values for uncertain parameters and/or model assumptions than those used in the valuation model.

(iii) Credit risk adjustment

Credit risk adjustments comprise credit and debit valuation adjustments. The credit valuation adjustment (CVA) is an adjustment to the valuation of OTC derivative contracts to reflect within the fair value the possibility that the counterparty may default, and the Santander UK group may not receive the full market value of the transactions. The debit valuation adjustment (DVA) is an adjustment to the valuation of the OTC derivative contracts to reflect within the fair value the possibility that the Santander UK group may default, and that the Santander UK group may not pay full market value of the transactions.

The Santander UK group calculates a separate CVA and DVA for each Santander UK legal entity, and within each entity for each counterparty to which the entity has exposure. The Santander UK group calculates the CVA 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. LGD. Conversely, the Santander UK group calculates the DVA by applying the PD of the Santander UK group, conditional on the non-default of the counterparty, to the expected positive exposure of the counterparty to the Santander UK group and multiplying the result by the LGD. Both calculations are performed over the life of the potential exposure.

For most products the Santander UK group uses a simulation methodology to calculate the expected positive exposure to a counterparty. This incorporates a range of potential exposures across the portfolio of transactions with the counterparty over the life of the portfolio. The simulation methodology includes credit mitigants such as counterparty netting agreements and collateral agreements with the counterparty.

For certain types of exotic derivatives where the products are not currently supported by the standard methodology, the Santander UK group adopts alternative methodologies. These may involve mapping transactions against the results for similar products which are valued using the standard methodology. In other cases, a simplified version of the standard methodology is applied. 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.

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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 positively correlated to the probability of default of the counterparty. When there is significant wrong-way risk, a trade-specific approach is applied to reflect the wrong-way risk within the valuation. Exposure to wrong-way risk is limited via internal governance processes and deal pricing. The Santander UK group considers that an appropriate adjustment to reflect wrong-way risk is currently £nil (2014:(2015: £nil).

(iv) Funding fair value adjustment

Annual Report 2015

Financial statements

In 2016, Santander UK group revised its methodology for valuing uncollateralised derivative portfolios by introducing the funding fair value (FFVA) adjustment. The FFVA is an adjustment to the valuation of OTC derivative positions to include the net cost of funding uncollateralised derivative positions. This is calculated by applying a suitable funding cost to the expected future funding exposure of any uncollateralised component of the OTC derivative portfolio.

Model-related adjustments

Models used for portfolio valuation purposes may be based upon a simplifying set of assumptions that do not capture all material market characteristics. 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. The Quantitative Risk Group (QRG), an independent quantitative support function reporting into the Risk Department, highlights the requirement for model limitation adjustments and develops the methodologies employed. As model development progresses, model limitations are addressed within the core revaluation models and a model limitation adjustment is no longer needed.

Day One profitsprofit adjustments

Day One profit adjustments are adopted where the fair value estimated by a valuation model is based on one or more significant unobservable inputs. Day One profitsprofit adjustments are calculated and reported on a portfolio basis. Day One profit adjustments remain at a low level.

g) 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 jointly 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 Santander UK 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
-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

For fair values determined using a valuation model, the control framework may include, as applicable, independent development or validation of: (i) the logic within valuation models; (ii) the inputs to those models; (iii) any adjustments required outside the valuation models; and (iv) 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 results of the independent valuation process are presented to the Models Committee UK for formal approval. Anyand any changes to the fair value adjustments methodology must also beare approved byin line with the Models Committee UK.model risk framework and policy.

h) Internal models based on observable market data (Level 2)

1. Trading assets and liabilities

Loans and advances to banks and loans and advances to customers - customers—securities purchased under resale agreements

These consist of repos and reverse repos as part of trading activities. The fair value 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 Santander UK 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 are based on observable market data, these reverse repos are classified as level 2.

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Loans and advances to banks and loans and advances to customers - other

These 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 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 are based on observable market data, these loans are classified as level 2.

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Deposits by banks and deposits by customers - securities sold under repurchase agreements

These consist of repos with both professional non-bank customers and bank counterparties as part of 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 Santander UK 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 Santander UK group related to these agreements. As the inputs are based on observable market data, these repos are classified as level 2.

Deposits by banks and deposits by customers - other

These 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 - assets—loans and advances to banks and loans and advances to customers discussed above. As the inputs are based on observable market data, these deposits are classified as level 2.

2. Derivative assets and liabilities

These consist of exchange rate, interest rate, equity and credit and commodity contracts. The models used in estimating the fair value of these derivatives do not contain a high level of subjectivity as the methodologies used do not require significant judgement, and the inputs used are observable market data such as plain vanilla interest rate swaps and option contracts. As the inputs are based on observable market data, these derivatives are classified as level 2.

Certain 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 as level 3. The valuation of such instruments is further discussed in the ‘internal models based on information other than market data’ section i).below.

3. Financial assets and liabilities at fair value through profit or loss (FVTPL)

Loans and advances to customers

These consist of loans secured on residential property to housing associations. The fair value of these loans is estimated using the ‘present value’ model based on a credit curve derived from current market spreads observable in the social housingSocial Housing loan data. 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 are based on market observable data, these loans are classified as level 2.

Certain loans and advances to customers which represent a portfolio of roll-up mortgages contain significant unobservable inputs and so are classified as level 3. The valuation of such instruments is further discussed below.

Debt securities

These consist of holdings of asset-backed securities. 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, 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 is lacking in liquidity and depth. As the inputs are based on observable market data, these debt securities are classified as level 2.

Certain debt securities which represent reversionary property securities and securities issued by Banco Santander entities contain significant unobservable inputs, and so are classified as level 3. The valuation of such instruments is further discussed below.

Debt securities in issue

These include commercial paper, medium termmedium-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 are based on observable market data, these debt securities are classified as level 2.

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 as level 3. The valuation of such instruments is further discussed below.

Structured deposits

These consist of certain structured term deposits 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 are based on observable market data, these deposits are classified as level 2.

4. Available-for-sale financial assets

Equity securities

These 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 Santander UK 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 are based on observable market data, these equity securities are classified as level 2.

Debt securities

These consist of certain asset backed securities where quoted market prices are not available, for which valuation techniques are used to determine fair value and where these techniques use inputs that are based significantly on observable market data.

 

 

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i) 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

     Fair value movements recognised
in profit/(loss)
      

Balance sheet

value

     Fair value movements recognised
in profit/(loss)
 
     2015     2014     2015     2014     2013      2016     2015     2016     2015     2014 
Balance sheet line item Category Financial instrument product type    £m     £m     £m     £m     £m  Category Financial instrument product type    £m     £m     £m     £m     £m 

1. Derivative assets

 Exchange rate contracts Cross-currency swaps     -       5       3       (1)       (7)   Exchange rate contracts Cross-currency swaps     1      -      1      3      (1) 

2. Derivative assets

 Exchange rate contracts Securitisation cross currency swaps     55       -       -       -       -   Exchange rate contracts Securitisation cross currency swaps     21      55      12      -      - 

3. Derivative assets

 Interest rate contracts Bermudan swaptions     10       20       (9)       (5)       -   Interest rate contracts Bermudan swaptions     7      10      (3)      (9)      (5) 

4. Derivative assets

 Interest rate contracts Securitisation swaps     8       -       -       -       -   Interest rate contracts Securitisation swaps     12      8      -      -      - 

5. Derivative assets

 Equity and credit contracts Reversionary property interests     81       84       2       18       (5)   Equity and credit contracts Reversionary property interests     36      81      12      2      18 

6. Derivative assets

 Credit contracts Credit default swaps     4       5       (2)       (7)       (4)   Credit contracts Credit default swaps     5      4      1      (2)      (7) 

7. Derivative assets

 Equity contracts Options and forwards     30       38       (4)       (11)       -   Equity contracts Property-related options and forwards     21      30      (5)      (4)      (11) 

8. FVTPL

 Loans and advances to customers Roll-up mortgage portfolio     59       61       2       15       (6)   Loans and advances to customers Roll-up mortgage portfolio     63      59      4      2      15 

9. FVTPL

 Debt securities Reversionary property securities     208       220       17       36       3   Debt securities Reversionary property securities     201      208      -      17      36 

10. FVTPL

 Debt securities Asset-backed securities     -       -       -       -       13  

11. AFS

 Equity securities Unlisted equity shares     100       -       -(1)       -       -  

10. AFS

 Equity securities Unlisted equity shares     32      100      -(1)      -(1)      - 

11. Derivative liabilities

 Exchange rate contracts Securitisation cross currency swaps     (21)      (55)      (12)      -      - 

12. Derivative liabilities

 Exchange rate contracts Securitisation cross currency swaps     (55)       -       -       -       -   Interest rate contracts Bermudan swaptions     (2)      (4)      2      -      4 

13. Derivative liabilities

 Interest rate contracts Bermudan swaptions     (4)       (6)       -       4       -   Interest rate contracts Securitisation swaps     (9)      (6)      -      -      - 

14. Derivative liabilities

 Interest rate contracts Securitisation swaps     (6)       -       -       -       -   Equity contracts Property-related options and forwards     (42)      (40)      (5)      (3)      (11) 

15. Derivative liabilities

 Equity contracts Options and forwards     (40)       (45)       (3)       (11)       8  

16. FVTPL

 Debt securities in issue Non-vanilla debt securities     (5)       (13)       (4)       1       7  

15. FVTPL

 Debt securities in issue Non-vanilla debt securities     (6)      (5)      -      (4)      1 

Total net assets

Total net assets

     445       369              

Total net assets

     319      445             

Total income

Total income

  

          2       39       9                  7      2      39 
(1)Gains and losses arising from changes in the fair value of securities classified as available-for–sale are recognised in other comprehensive income.

Valuation techniques

1. Derivative assets - Exchange rate contracts

These are used to hedge the foreign currency risks arising from the PRDC notes issued, as described in Instrument 16.15 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 market observable.

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 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 market observable. 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 long-dated FX volatility is extrapolated 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.

2. Derivative assets - Exchange rate contracts

These are securitisation based swaps for which the notional amount is adjusted to match the changes in the outstanding reference mortgage portfolio with time. These swap are valued using a standard valuation model for which the main inputs used are market observable information in the vanilla swap market and a prepayment parameter. The significant unobservable input for the valuation of these financial instruments is prepayment.

Prepayment- This captures the prepayment, default and arrears of the reference portfolio and is modelled using an analysis of the underlying portfolio plus observed historical market data.

3. Derivative assets - Interest rate contracts

These are options giving the holder the right to enter into an interest rate swap on any one of a number of predetermined dates. These Bermudan swaptions are valued using a standard valuation model. In valuing the Bermudan swaptions, the main inputs used are market observable information in the vanilla swaption market and a mean reversion parameter. The significant unobservable input for the valuation of these financial instruments is mean reversion.

Mean reversion -The input used reflects the level of de-correlation in the swaption market. This parameter is not directly observable in the market but can be deduced from broker quotes or using expert judgement. An adjustment is made to reflect this uncertainty by stressing the parameter.

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4. Derivative assets - Interest rate contracts

These derivatives are the same as Instrument 22.

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5. Derivative assets - Equity and credit contracts

These 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 Santander UK 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 reversionary interest portfolio. These are determined using HPI Spot Rates adjusted to reflect estimated forward growth. 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. Non-seasonally adjusted (NSA) national and regional HPI are used in the 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 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 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 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 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 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 Santander UK group’s reversionary property products underlying the derivatives. Mortality rates do not have a significant effect on the value of the instruments.

6. Derivative assets - Credit contracts

These 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.

7. Derivative assets - Equity contracts

There are three types of derivatives within this category:

European options – These 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 5 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 5 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. HPI volatility rates do not have a significant effect on the value of the instruments.

 

 

Annual Report 2015260    Santander UK plc

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financial statements

    

 

 

8. FVTPL – Loans and advances to customers

These represent roll-up mortgages (sometimes referred to as lifetime 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 Santander UK 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 Santander UK 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. The HPI forward growth rate used is unobservable and is the same as used in the valuation of Instrument 5.5 above. The other parameters do not have a significant effect on the value of the instruments.

9. FVTPL – Debt securities

These debt securities consistconsisting 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 Santander UK 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 5.5 above. An adjustment is also made to reflect the specific property risk. Discussion of the specific property risk adjustment is the same as Instrument 5.5 above.

10. FVTPL – Debt securities

These securities consist of asset-backed securities issued by Banco Santander group entities. Each instrument is 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.

11. Available-for-sale financial assets – Equity securities

These consist of unquoted equity investments in companies providing infrastructure services to the financial services industry. 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 equity prices, bid-offer spread, foreign currency exchange rates. The significant unobservable input is contingent litigation costs and related expenses.

Litigation costs and related expenses are estimated by reference to best estimates received from third party legal counsel.

12.11. Derivative liabilities - Exchange rate contracts

These derivatives are the same as Instrument 2 with the exception that they have a negative fair value.

13.12. Derivative liabilities - Interest rate contracts

These derivatives are the same as Instrument 3 with the exception that they have a negative fair value.

14.13. Derivative liabilities - Interest rate contracts

These derivatives are the same as Instrument 2 with the exception that they have a negative fair value.

15.14. Derivative liabilities - Equity contracts

These derivatives are the same as Instrument 7 with the exception that they have a negative fair value.

16.15. FVTPL - Debt securities in issue

These are PRDC 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 1.

 

 

290  Santander UK plc    261


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

Annual Report 2016

Financial statements

financial statements 

    

 

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     

Assets

           Liabilities 
    Derivatives     Fair value
through P&L
     Available-for-sale     Total          Derivatives     Fair value
through P&L
     Total     Derivatives     Fair value
through P&L
     Available-for-sale     Total           Derivatives     Fair value
through P&L
     Total 
    £m     £m     £m     £m           £m     £m     £m 
At 1 January 2016     188      267      100      555          (105)      (5)      (110) 
Total gains/(losses) recognised in profit/(loss):                        
- Fair value movements     18      4      -      22          (15)      -      (15) 
- Foreign exchange and other movements     (32)      -      -      (32)          32      (1)      31 
Gains recognised in other comprehensive income     -      -      26      26          -      -      - 
Transfers in     -      -      -      -          -      -      - 
Transfers out     -      -      -      -          -      -      - 

Additions

     4      -      25      29          (3)      -      (3) 

Sales

     -      (7)      (119)      (126)          -      -      - 
Settlements     (75)      -      -      (75)          17      -      17 
At 31 December 2016     103      264      32      399          (74)      (6)      (80) 
Gains/(losses) recognised in profit/(loss) relating to assets and liabilities held at the end of the year     (14)      4      -      (10)          17      (1)      16 
    £m        £m        £m        £m             £m        £m       £m                                          
At 1 January 2015     152       281       -       433           (51)       (13)       (64)       152      281      -      433          (51)      (13)      (64) 
Total gains/(losses) recognised in profit/(loss):                                                        
- Fair value movements     (10)       19       -       9           (3)       (4)       (7)       (10)      19      -      9          (3)      (4)      (7) 
Gains recognised in other comprehensive income     -       -       100       100           -       -       -       -      -      100      100          -      -      - 
Transfers in     63       -       -       63           (61)       -       (61)       63      -      -      63          (61)      -      (61) 
Settlements     (17)       (33)       -       (50)            10       12       22       (17)      (33)      -      (50)          10      12      22 
At 31 December 2015     188       267       100       555            (105)       (5)       (110)       188      267      100      555          (105)      (5)      (110) 
Gains/(losses) recognised in profit/(loss) relating to assets and liabilities held at the end of the year     (10)       19       -       9            (3)       (4)       (7)       (10)      19      -      9          (3)      (4)      (7) 
                                       
At 1 January 2014     145       321       -       466           (48)       (37)       (85)  
Total gains/(losses) recognised in profit/(loss):                                
- Fair value movements     (6)       51       -       45           (7)       1       (6)  
- Foreign exchange and other movements     (7)       (1)       -       (8)           -       2       2  
Transfers in     29       -       -       29           (10)       -       (10)  
Transfers out     -       (58)       -       (58)           -       -       -  
Settlements     (9)       (32)       -       (41)            14       21       35  
At 31 December 2014     152       281       -       433            (51)       (13)       (64)  
Gains/(losses) recognised in profit/(loss) relating to assets and liabilities held at the end of the year     (13)       50       -       37            (7)       3       (4)  

Total gains or losses are included in ‘Net trading and other income’ (see Note 5).

2016 compared to 2015

Financial instrument assets valued using internal models based on information other than market data were 0.6% (2015: 1.0%) of total assets measured at fair value and 0.1% (2015: 0.2%) of total assets at 31 December 2016.

Financial instrument liabilities valued using internal models based on information other than market data were 0.2% (2015: 0.3%) of total liabilities measured at fair value and 0.03% (2015: 0.04%) of total liabilities at 31 December 2016.

Losses of £14m in respect of derivative assets principally reflected changes in credit spreads and the HPI index, and yield curve movements. Gains of £4m in respect of assets designated at fair value through profit or loss principally reflected the mark-to-market volatility on the reversionary property securities arising from a continued low interest rate environment, changes in the HPI index and a maturing portfolio. Gains of £17m in respect of derivative liabilities principally reflected changes in credit spreads and the HPI index. Losses of £1m in respect of liabilities designated at fair value through profit or loss principally reflected yield curve movements. They are fully matched with derivatives.

2015 compared to 2014

Financial instrument assets valued using internal models based on information other than market data were 1.0% (2014: 0.8%) of total assets measured at fair value and 0.2% (2014: 0.2%) of total assets at 31 December 2015.

Financial instrument liabilities valued using internal models based on information other than market data were 0.3% (2014: 0.2%) of total liabilities measured at fair value and 0.04% (2014: 0.02%) of total liabilities at 31 December 2015.

Losses of £10m in respect of derivative assets principally reflected changes in credit spreads and the HPI Index,index, and yield curve movements. Gains of £19m in respect of assets designated at fair value through profit or loss principally reflected the mark-to-market volatility on the reversionary property securities arising from a continued low interest rate environment, changes in the HPI index and a maturing portfolio. Losses of £3m in respect of derivative liabilities principally reflected changes in credit spreads and the HPI Index.index. Losses of £4m in respect of liabilities designated at fair value through profit or loss principally reflected yield curve movements. They are fully matched with derivatives.

2014 compared to 2013

Financial instrument assets valued using internal models based on information other than market data were 0.8% (2013: 0.9%) of total assets measured at fair value and 0.2% (2013: 0.2%) of total assets at 31 December 2014.

Financial instrument liabilities valued using internal models based on information other than market data were 0.2% (2013: 0.2%) of total liabilities measured at fair value and 0.02% (2013: 0.03%) of total liabilities at 31 December 2014.

Losses of £13m in respect of derivative assets principally reflected changes in credit spreads and the HPI Index, and unfavourable movements in foreign exchange rates. Gains of £50m in respect of assets designated at fair value through profit or loss principally reflected the mark-to-market volatility on the reversionary property securities arising from a continued low interest rate environment, changes in the HPI index and a maturing portfolio. Losses of £7m in respect of derivative liabilities principally reflected changes in credit spreads and the HPI Index. Gains of £3m in respect of liabilities designated at fair value through profit or loss principally reflected changes in foreign exchange. They are fully matched with derivatives.

 

262    Santander UK plc

Annual Report 2015

Financial


Primary financialNotes to the
Audit reportstatements

financial statements

    

 

 

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 hedged positions.

 

2015     Significant unobservable input           Sensitivity 
Balance sheet note line item and product  

Fair
value

£m

  Assumption description    Assumption value           

Favourable

changes

£m

   

Unfavourable
changes

£m

 
       Range(1)     Weighted
average
     Shift       

3. Derivative assets – Interest rate contracts:
– Bermudan swaptions

   10   Mean reversion     0%-4%       2%       1%       1     (1)  

5. Derivative assets – Equity and credit contracts:
– Reversionary property derivatives

   81   

HPI Forward growth rate

HPI Spot rate

     

 

0%-5%

n/a

  

  

     

 

2.65%

688(2)

  

  

     

 

1%

10%

  

  

     

 

11

8

  

  

   

 

(11)

(8)

  

  

6. Derivative assets – Credit contracts:
– Credit default swaps

   4   Probability of default     0%-2%       0.38%       20%       1     (1)  

7. Derivative assets – Equity contracts:
– Options and forwards

   30   

HPI Forward growth rate

HPI Spot rate

     

 

0%-5%

n/a

  

  

     

 

2.09%

659(2)

  

  

     

 

1%

10%

  

  

     

 

1

2

  

  

   

 

(1)

(1)

  

  

8. FVTPL – Loans and advances to customers:
– Roll-up mortgage portfolio

   59   HPI Forward growth rate     0%-5%       2.79%       1%       2     (2)  

9. FVTPL – Debt securities:
– Reversionary property securities

   208   

HPI Forward growth rate

HPI Spot rate

     

 

0%-5%

n/a

  

  

     

 

2.65%

688(2)

  

  

     

 

1%

10%

  

  

     

 

14

19

  

  

   

 

(14)

(19)

  

  

11. AFS – Equity securities:
– Unlisted equity shares

   100   Contingent litigation risk     0%-36%       18%       20%       5(3)    (5)(3) 

13. Derivative liabilities – Interest rate contracts:
– Bermudan swaptions

   (4)   Mean reversion     0%-4%       2%       1%       1     (1)  

15. Derivative liabilities – Equity contracts:
– Options and forwards

   (40)   

HPI Forward growth rate

HPI Spot rate

     

 

0%-5%

n/a

  

  

     

 

2.09%

659(2)

  

  

     

 

1%

10%

  

  

     

 

5

13

  

  

   

 

(5)

(13)

  

  

2014     Significant unobservable input           Sensitivity 
Balance sheet note line item and product  

Fair
value

£m

  Assumption description    Assumption value           

Favourable

changes

£m

     

Unfavourable

changes

£m

 
       Range(1)     Weighted
average
     Shift         

3. Derivative assets – Interest rate contracts:
– Bermudan swaptions

   20   Mean reversion     0%-4%       4%       1%       2       (2)  

5. Derivative assets – Equity and credit contracts:
– Reversionary property derivatives

   84   

HPI Forward growth rate

HPI Spot rate

     

 

0%-5%

n/a

  

  

     

 

2.63%

630(2)

  

  

     

 

1%

10%

  

  

     

 

11

8

  

  

     

 

(11)

(8)

  

  

6. Derivative assets – Credit contracts:
– Credit default swaps

   5   Probability of default     
 
0.1%-
0.9%
  
  
     0.2%       20%       1       (1)  

7. Derivative assets – Equity contracts:
– Options and forwards

   38   

HPI Forward growth rate

HPI Spot rate

     

 

0%-5%

n/a

  

  

     

 

2.14%

607(2)

  

  

     

 

1%

10%

  

  

     

 

3

1

  

  

     

 

(3)

(1)

  

  

8. FVTPL – Loans and advances to customers:
– Roll-up mortgage portfolio

   61   HPI Forward growth rate     0%-5%       2.78%       1%       2       (2)  

9. FVTPL – Debt securities:
– Reversionary property securities

   220   

HPI Forward growth rate

HPI Spot rate

     

 

0%-5%

n/a

  

  

     

 

2.63%

630(2)

  

  

     

 

1%

10%

  

  

     

 

16

20

  

  

     

 

(16)

(20)

  

  

13. Derivative liabilities – Interest rate contracts:
– Bermudan swaptions

   (6)   Mean reversion     0%-4%       4.00%       1%       1       (1)  

15. Derivative liabilities – Equity contracts:
– Options and forwards

   (45)   

HPI Forward growth rate

HPI Spot rate

     

 

0%-5%

n/a

  

  

     

 

2.14%

607(2)

  

  

     

 

1%

10%

  

  

     

 

4

14

  

  

     

 

(4)

(16)

  

  

2016     Significant unobservable input           Sensitivity 
Balance sheet note line item and product  

Fair
value

£m

  Assumption description    Assumption value           

Favourable
changes

£m

   

Unfavourable
changes

£m

 
       Range(1)     Weighted
average
     Shift       

3. Derivative assets – Interest rate contracts:

    – Bermudan swaptions

   7  Mean reversion     (2)%-2%      0%      (2)%      1    (1) 

5. Derivative assets – Equity and credit contracts:

    – Reversionary property derivatives

   36  

HPI Forward growth rate

HPI Spot rate

     

0%-5%

n/a

 

 

     

2.79%

748(2)

 

 

     

1%

10%

 

 

     

11

9

 

 

   

(11)

(9)

 

 

6. Derivative assets – Credit contracts:

    – Credit default swaps

   5  Probability of default     0%-5%      0.39%      20%      1    (1) 

7. Derivative assets – Equity contracts:

    – Property-related options and forwards

   21  

HPI Forward growth rate

HPI Spot rate

     

0%-5%

n/a

 

 

     

2.71%

702(2)

 

 

     

1%

10%

 

 

     

1

1

 

 

   

(1)

(1)

 

 

8. FVTPL – Loans and advances to customers:

    – Roll-up mortgage portfolio

   63  HPI Forward growth rate     0%-5%      2.84%      1%      2    (2) 

9. FVTPL – Debt securities:

    – Reversionary property securities

   201  

HPI Forward growth rate

HPI Spot rate

     

0%-5%

n/a

 

 

     

2.79%

748(2)

 

 

     

1%

10%

 

 

     

12

18

 

 

   

(12)

(18)

 

 

10. AFS – Equity securities:

    – Unlisted equity shares

   32  Contingent litigation risk     0%-100%      48%      20%      7(3)    (7)(3) 

12. Derivative liabilities – Interest rate contracts:

    – Bermudan swaptions

   (2)  Mean reversion     (2)%-2%      0%      (2)%      1    (1) 

14. Derivative liabilities – Equity contracts:

    – Property-related options and forwards

   (42)  

HPI Forward growth rate

HPI Spot rate

     

0%-5%

n/a

 

 

     

2.71%

702(2)

 

 

     

1%

10%

 

 

     

4

8

 

 

   

(4)

(9)

 

 

 

2015

 

3. Derivative assets – Interest rate contracts:

    – Bermudan swaptions

   10  Mean reversion     0%-4%      2%      
1%
 
     1    (1) 

5. Derivative assets – Equity and credit contracts:

    – Reversionary property derivatives

   81  

HPI Forward growth rate

HPI Spot rate

     

0%-5%

n/a

 

 

     

2.65%

688(2)

 

 

     

1%

10%

 

 

     

11

8

 

 

   

(11)

(8)

 

 

6. Derivative assets – Credit contracts:

    – Credit default swaps

   4  Probability of default     0%-2%      0.38%      20%      1    (1) 

7. Derivative assets – Equity contracts:

    – Options and forwards

   30  

HPI Forward growth rate

HPI Spot rate

     

0%-5%

n/a

 

 

     

2.09%

659(2)

 

 

     

1%

10%

 

 

     

1

2

 

 

   

(1)

(1)

 

 

8. FVTPL – Loans and advances to customers:

    – Roll-up mortgage portfolio

   59  HPI Forward growth rate     0%-5%      2.79%      1%      2    (2) 

9. FVTPL – Debt securities:

    – Reversionary property securities

   208  

HPI Forward growth rate

HPI Spot rate

     

0%-5%

n/a

 

 

     

2.65%

688(2)

 

 

     

1%

10%

 

 

     

14

19

 

 

   

(14)

(19)

 

 

10. AFS – Equity securities:

    – Unlisted equity shares

   100  Contingent litigation risk     0%-36%      18%      20%      5(3)    (5)(3) 

12. Derivative liabilities – Interest rate contracts:

    – Bermudan swaptions

   (4)  Mean reversion     0%-4%      2%      1%      1    (1) 

14. Derivative liabilities – Equity contracts:

    – Options and forwards

   (40)  

HPI Forward growth rate

HPI Spot rate

     

0%-5%

n/a

 

 

     

2.09%

659(2)

 

 

     

1%

10%

 

 

     

5

13

 

 

   

(5)

(13)

 

 

(1)The range of actual assumption values used to calculate the weighted average disclosure.
(2)Represents the HPI spot rate index level at 31 December 20152016 and 2014.2015.
(3)Gains and losses arising from changes in the fair value of securities classified as available-for-sale are recognised in other comprehensive income; for all other assets and liabilities shown in the tables above, gains and losses arising from changes in their fair value are recognised in the income statement.

No sensitivities are presented for Derivative assets – cross currency swaps (instrument 1), Derivative assets – securitisation cross currency swaps (Instrument(instrument 2), Derivative assets –securitisation swaps (Instrument(instrument 4) and the FVTPL - debtFVTPL-debt securities in issue (Instrument 16)(instrument 15) and related exchange rate and interest rate derivatives (Instrument(instruments 1, 1211 and 14)13) 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.

 

 

292Santander UK plc    263


Annual Report 2016

Financial statements

j) Maturities of financial assets, liabilities and off-balance sheet commitments

The table below analyses the maturities of the undiscounted cash flows relating to financial liabilities and off-balance sheet commitments of the Santander UK group based on the remaining period to the contractual maturity date at the balance sheet date. Deposits by customers largely consist of retail deposits.

There are no significant financial liabilities related to financial guarantee contracts. This table is not intended to show the liquidity of the Santander UK group.

        Group 
2016  

On demand

£m

   

In no 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

5 years

£m

   

Total

£m

 

Assets

            

Cash and balances at central banks

   16,737    -    370    -    -    17,107 

Trading assets

   12,241    7,828    7,933    838    1,326    30,166 

Derivative financial instruments

   2,405    739    1,416    5,958    16,177    26,695 

Financial assets designated at FVTPL

   -    24    20    80    2,164    2,288 

Loans and advances to banks

   1,200    1,073    265    1,541    309    4,388 

Loans and advances to customers

   1,273    6,995    6,220    29,124    169,172    212,784 

Loans and receivables securities

   -    -    -    -    276    276 

Available-for-sale securities

   -    128    494    4,388    6,066    11,076 

Held-to-maturity investments

   -    -    -    -    7,128    7,128 

Macro hedge of interest rate risk

   -    13    51    286    810    1,160 

Total financial assets

   33,856    16,800    16,769    42,215    203,428    313,068 

Liabilities

            

Deposits by banks

   2,366    916    677    5,833    96    9,888 

Deposits by customers

   145,810    4,996    13,420    11,077    2,390    177,693 

Trading liabilities

   3,535    10,042    21    602    1,474    15,674 

Derivative financial instruments:

            

- Held for trading

   41    904    1,569    4,352    15,494    22,360 

- Held for hedging(1)

   -    14    38    575    1,357    1,984 

Financial liabilities designated at FVTPL

   9    404    229    1,117    759    2,518 

Debt securities in issue

   -    9,189    7,010    21,889    14,775    52,863 

Subordinated liabilities

   -    450    554    1,739    6,054    8,797 

Macro hedge of interest rate risk

   -    -    19    54    298    371 

Total financial liabilities

   151,761    26,915    23,537    47,238    42,697    292,148 

Off-balance sheet commitments given

   1,692    5,128    2,642    23,584    8,570    41,616 

2015

                              

Assets

            

Cash and balances at central banks

   16,502    -    340    -    -    16,842 

Trading assets

   4,150    6,914    4,231    907    8,872    25,074 

Derivative financial instruments

   -    963    1,176    5,791    15,655    23,585 

Financial assets designated at FVTPL

   -    -    -    523    2,134    2,657 

Loans and advances to banks

   1,561    171    36    1,298    516    3,582 

Loans and advances to customers

   1,243    4,699    5,788    31,487    198,022    241,239 

Loans and receivables securities

   -    -    2    -    52    54 

Available-for-sale securities

   -    93    818    3,461    5,807    10,179 

Macro hedge of interest rate risk

   -    9    14    252    565    840 

Total financial assets

   23,456    12,849    12,405    43,719    231,623    324,052 

Liabilities

                              

Deposits by banks

   3,331    1,264    1,972    1,666    112    8,345 

Deposits by customers

   130,680    5,736    16,571    10,960    548    164,495 

Trading liabilities

   1,559    7,727    837    976    1,880    12,979 

Derivative financial instruments:

            

- Held for trading

   37    1,196    1,101    3,864    14,621    20,819 

- Held for hedging(1)

   2    51    503    1,015    1,224    2,795 

Financial liabilities designated at FVTPL

   -    466    489    574    525    2,054 

Debt securities in issue

   -    5,620    7,377    21,272    26,805    61,074 

Subordinated liabilities

   -    390    451    1,424    5,264    7,529 

Macro hedge of interest rate risk

   -    -    17    11    98    126 

Total financial liabilities

   135,609    22,450    29,318    41,762    51,077    280,216 

Off-balance sheet commitments given

   663    1,058    1,885    11,486    20,661    35,753 
(1)Comprises the derivative liabilities for which contractual maturities are essential for an understanding of the timing of the cash flows

264    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

j) Maturities of financial assets, liabilities and off-balance sheet commitments

The tables below analyse the maturities of the undiscounted cash flows relating to financial assets, liabilities and off-balance sheet commitments of the Santander UK group based on the remaining period to the contractual maturity date at the balance sheet date. Deposits by customers largely consist of retail deposits.

There are no significant financial liabilities related to financial guarantee contracts. These tables are not intended to show the liquidity of the Santander UK group.

 

       Company 
2016  

On Demand

£m

   

In no 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

5 years

£m

   

Total

£m

 

Assets

            

Cash and balances at central banks

   13,261    -    330    -    -    13,591 

Derivative financial instruments

   7,181    12    16    104    86    7,399 

Financial assets designated at FVTPL

   -    -    -    10    80    90 

Loans and advances to banks

   4,247    16,672    1,550    2,634    708    25,811 

Loans and advances to customers

   866    7,317    6,945    31,650    166,725    213,503 

Loans and receivables securities

   1    -    -    -    852    853 

Available-for-sale securities

   -    114    207    4,194    6,063    10,578 

Held-to-maturity investments

   -    -    -    -    7,128    7,128 

Macro hedge of interest rate risk

   -    7    23    131    43    204 

Total financial assets

   25,556    24,122    9,071    38,723    181,685    279,157 

Liabilities

            

Deposits by banks

   1,725    11,495    972    5,613    24    19,829 

Deposits by customers

   142,234    4,888    13,257    10,993    25,560    196,932 

Derivative financial instruments:

            

- Held for trading

   3    48    50    212    2,334    2,647 

- Held for hedging(1)

   -    2    42    489    462    995 

Financial liabilities designated at FVTPL

   -    11    -    185    142    338 

Debt securities in issue

   -    3,375    4,175    20,980    7,354    35,884 

Subordinated liabilities

   -    560    558    1,752    6,040    8,910 

Macro hedge of interest rate risk

   -    -    12    -    -    12 

Total financial liabilities

   143,962    20,379    19,066    40,224    41,916    265,547 

Off-balance sheet commitments given

   1,142    4,388    1,932    512    18,498    26,472 
  Group 
2015  

On

Demand

£m

   

Within 1
month

£m

   

1-3

months

£m

   

3-6

months

£m

   

6-9
months

£m

   

9 months

to 1 year

£m

   

1-2

years

£m

   

2-5

years

£m

   

Over 5

years

£m

   

Total

£m

                   

Assets

                                

Cash and balances at central banks

   16,502     -     -     -     340     -     -     -     -     16,842     14,262    -    300    -    -    14,562 

Trading assets

   4,150     4,321     2,593     2,636     741     854     685     222     8,872     25,074     -    -    -    -    -    - 

Derivative financial instruments

   -     451     512     388     414     374     1,336     4,455     15,655     23,585     -    40    99    590    2,951    3,680 

Financial assets designated at FVTPL

   -     -     -     -     -     -     22     501     2,134     2,657     -    -    -    -    68    68 

Loans and advances to banks

   1,561     168     3     5     31     -     275     1,023     516     3,582     5,608    8,079    3,524    1,162    639    19,012 

Loans and advances to customers

   1,243     2,245     2,454     2,155     1,906     1,727     6,915     24,572     198,022     241,239     1,096    3,823    4,921    23,543    194,740    228,123 

Loans and receivables securities

   -     -     -     2     -     -     -     -     52     54     -    -    236    244    4,672    5,152 

Available-for-sale securities

   -     30     63     79     704     35     706     2,755     5,807     10,179     -    93    190    2,869    5,807    8,959 

Macro hedge of interest rate risk

   -     -     9     4     4     6     94     158     565     840     -    -    (1)    (30)    (7)    (38) 

Total financial assets

   23,456     7,215     5,634     5,269     4,140     2,996     10,033     33,686     231,623     324,052     20,966    12,035    9,269    28,378    208,870    279,518 

Liabilities

                                      

Deposits by banks

   3,331     938     326     334     583     1,055     578     1,088     112     8,345     7,172    7,216    4,888    7,114    1,892    28,282 

Deposits by customers

   130,680     1,492     4,244     8,114     4,468     3,989     8,867     2,093     548     164,495     128,093    6,334    17,186    10,600    29,924    192,137 

Trading liabilities

   1,559     6,647     1,080     463     371     3     629     347     1,880     12,979  

Derivative financial instruments:

                                

- Held for trading

   37     710     486     392     449     260     1,018     2,846     14,621     20,819     11    148    283    547    1,656    2,645 

- Held for hedging(1)

   2     45     6     7     158     338     166     849     1,224     2,795     2    1    22    242    396    663 

Financial liabilities designated at FVTPL

   -     354     112     297     59     133     157     417     525     2,054  

Debt securities in issue

   -     2,556     3,064     2,489     2,403     2,485     7,643     13,629     26,805     61,074     -    -    -    -    -    - 

Subordinated liabilities

   -     340     50     100     149     202     444     980     5,264     7,529     -    456    451    1,424    4,921    7,252 

Macro hedge of interest rate risk

   -     -     -     4     8     5     12     (1)     98     126     -    -    -    (5)    -    (5) 

Total financial liabilities

   135,609     13,082     9,368     12,200     8,648     8,470     19,514     22,248     51,077     280,216     135,278    14,155    22,830    19,922    38,789    230,974 

Off-balance sheet commitments given

   663     632     426     1,125     441     319     988     10,498     20,661     35,753     662    67    597    1,249    18,441    21,016 

2014

                              

Assets

                    

Cash and balances at central banks

   22,244     -     -     -     318     -     -     -     -     22,562  

Trading assets

   5,749     608     4,981     796     1,445     1,410     449     830     5,996     22,264  

Derivative financial instruments

   47     514     441     365     517     865     1,637     3,330     16,889     24,605  

Financial assets designated at FVTPL

   -     -     -     -     -     -     46     244     2,841     3,131  

Loans and advances to banks

   734     11     353     75     -     -     -     309     842     2,324  

Loans and advances to customers

   925     -     2,825     -     4,346     -     -     29,242     197,417     234,755  

Loans and receivables securities

   -     -     -     -     -     -     -     -     124     124  

Available-for-sale securities

   -     45     -     -     56     114     1,805     2,654     5,314     9,988  

Macro hedge of interest rate risk

   -     3     4     5     6     10     52     212     718     1,010  

Total financial assets

   29,699     1,181     8,604     1,241     6,688     2,399     3,989     36,821     230,141     320,763  

Liabilities

                    

Deposits by banks

   2,708     189     157     422     497     24     3,353     834     121     8,305  

Deposits by customers

   130,539     2,840     4,275     2,872     3,309     3,942     3,460     1,830     871     153,938  

Trading liabilities

   3,594     5,991     2,904     36     100     1     15     492     2,224     15,357  

Derivative financial instruments:

                    

- Held for trading

   63     390     328     380     568     972     1,595     3,052     15,231     22,579  

- Held for hedging(1)

   -     6     16     49     19     52     107     320     1,123     1,692  

Financial liabilities designated at FVTPL

   -     313     707     227     108     77     331     457     686     2,906  

Debt securities in issue

   -     2,185     4,712     3,779     806     1,260     5,415     13,018     33,584     64,759  

Subordinated liabilities

   -     453     36     53     53     56     217     878     4,525     6,271  

Macro hedge of interest rate risk

   -     -     -     1     4     3     29     (8)     120     149  

Total financial liabilities

   136,904     12,367     13,135     7,819     5,464     6,387     14,522     20,873     58,485     275,956  

Off-balance sheet commitments given

   694     737     1,334     563     172     3,192     1,168     9,725     15,249     32,834  
(1)Comprises the derivative liabilities for which contractual maturities are essential for an understanding of the timing of the cash flows.

Annual Report 2015

Financial statements

   Company 
2015  

On

Demand

£m

   

Within 1
month

£m

   

1-3

months

£m

   

3-6

months

£m

   

6-9
months

£m

   

9 months

to 1 year

£m

   

1-2

years

£m

   

2-5

years

£m

   

Over 5 years

£m

   

Total

£m

 

Assets

                    

Cash and balances at central banks

   14,262     -     -     -     300     -     -     -     -     14,562  

Derivative financial instruments

   -     12     28     38     28     33     142     448     2,951     3,680  

Financial assets designated at FVTPL

   -     -     -     -     -     -     -     -     68     68  

Loans and advances to banks

   5,608     -     8,079     964     954     1,606     649     513     639     19,012  

Loans and advances to customers

   1,096     1,940     1,883     1,841     1,448     1,632     4,959     18,584     194,740     228,123  

Loans and receivables securities

   -     -     -     -     236     -     244     -     4,672     5,152  

Available-for-sale securities

   -     30     63     79     76     35     400     2,469     5,807     8,959  

Macro hedge of interest rate risk

   -     -     -     -     -     (1)     2     (32)     (7)     (38)  

Total financial assets

   20,966     1,982     10,053     2,922     3,042     3,305     6,396     21,982     208,870     279,518  

Liabilities

                    

Deposits by banks

   7,172     6,911     305     1,378     1,939     1,571     2,200     4,914     1,892     28,282  

Deposits by customers

   128,093     1,426     4,908     8,054     5,248     3,884     8,532     2,068     29,924     192,137  

Derivative financial instruments:

                    

- Held for trading

   11     124     24     6     141     136     165     382     1,656     2,645  

- Held for hedging(1)

   2     -     1     6     6     10     34     208     396     663  

Debt securities in issue

   -     -     -     -     -     -     -     -     -     -  

Subordinated liabilities

   -     406     50     100     149     202     444     980     4,921     7,252  

Macro hedge of interest rate risk

   -     -     -     -     -     -     (5)     -     -     (5)  

Total financial liabilities

   135,278     8,867     5,288     9,544     7,483     5,803     11,370     8,552     38,789     230,974  

Off-balance sheet commitments given

   662     67     50     512     45     40     184     1,065     18,441     21,066  

2014

                                                  

Assets

                    

Cash and balances at central banks

   17,821     -     -     -     281     -     -     -     -     18,102  

Derivative financial instruments

   7     20     25     13     43     8     54     270     3,258     3,698  

Financial assets designated at FVTPL

   -     -     -     -     -     -     -     -     91     91  

Loans and advances to banks

   2,767     737     721     288     18     67     756     320     695     6,369  

Loans and advances to customers

   939     -     1,677     -     2,386     -     -     19,820     188,451     213,273  

Loans and receivables securities

   -     -     -     -     -     -     -     -     4,825     4,825  

Available-for-sale securities

   -     45     -     -     56     114     291     2,374     4,368     7,248  

Macro hedge of interest rate risk

   -     -     -     -     -     -     -     -     8     8  

Total financial assets

   21,534     802     2,423     301     2,784     189     1,101     22,784     201,696     253,614  

Liabilities

                    

Deposits by banks

   9,277     1,155     536     307     411     5     341     500     23     12,555  

Deposits by customers

   127,529     968     3,974     2,465     2,955     3,005     3,333     2,417     41,236     187,882  

Derivative financial instruments:

                    

- Held for trading

   266     6     5     5     7     8     88     163     1,420     1,968  

- Held for hedging(1)

   -     -     -     -     -     -     -     -     342     342  

Debt securities in issue

   -     2     1     2     108     1     -     -     -     114  

Subordinated liabilities

   -     515     34     50     50     53     205     841     4,008     5,756  

Total financial liabilities

   137,072     2,646     4,550     2,829     3,531     3,072     3,967     3,921     47,029     208,617  

Off-balance sheet commitments given

   691     597     1,175     -     50     2,944     7     1,496     13,365     20,325  
(1)Include the remaining contractual maturities for which contractual maturities are essential for an understanding of the timing of the cash flows.

As the above tables aretable is based on contractual maturities, no account is taken of a customer’s ability to repay early where it exists or call features related to subordinated liabilities. The repayment terms of debt securities may be accelerated in line with the covenants described in Note 31. In addition, no account is taken of the possible early repayment of the Santander UK group’s mortgage-backed non-recourse finance which is redeemed by the Santander UK group as funds become available from redemptions of the residential mortgages. The Santander UK group has no control over the timing and amount of redemptions of residential mortgages.

 

 

294  Santander UK plc    265


IndependentPrimary financialNotes to the
Auditor’s Reportstatements

Annual Report 2016

Financial statements

financial statements 

    

 

44. OFFSETTING FINANCIAL ASSETS AND LIABILITIES

Financial assets and financial liabilities are reported on a net basis on the balance sheet only if there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis, or to realise the asset and settle the liability simultaneously. The following tables showtable shows the impact of netting arrangements on:

-All financial assets and liabilities that are reported net on the balance sheet
-All derivative financial instruments and repurchase agreements and other similar secured lending and borrowing agreements that are subject to enforceable master netting arrangements or similar agreements, but do not qualify for balance sheet netting.

The tables below identifytable identifies the amounts that have been offset in the balance sheet and also those amounts that are covered by enforceable netting arrangements (offsetting arrangements and financial collateral) but do not qualify for netting under the requirements described above.

For derivative contracts, the ‘Financial instruments’ column identifies financial assets and liabilities that are subject to set off under netting agreements, such as the ISDA Master Agreement or derivative exchange or clearing counterparty agreements, whereby all outstanding transactions with the same counterparty can be offset and close-out netting applied across all outstanding transaction covered by the agreements if an event of default or other predetermined events occur. Financial collateral refers to cash and non-cash collateral obtained, typically daily or weekly, to cover the net exposure between counterparties by enabling the collateral to be realised in an event of default or if other predetermined events occur.

For repurchase and reverse repurchase agreements and other similar secured lending and borrowing, the ‘Financial instruments’ column identifies financial assets and liabilities that are subject to set off under netting agreements, such as global master repurchase agreements and global master securities lending agreements, whereby all outstanding transactions with the same counterparty can be offset and close-out netting applied across all outstanding transaction covered by the agreements if an event of default or other predetermined events occur. Financial collateral typically comprises highly liquid securities which are legally transferred and can be liquidated in the event of counterparty default.

The Santander UK group engages in a variety of counterparty credit mitigation strategies in addition to netting and collateral arrangements. Therefore, the net amounts presented in the tables below do not purport to represent the Santander UK group’s actual credit exposure.

 

  Group        Group 
  Amounts subject to enforceable netting arrangements           Amounts subject to enforceable netting arrangements         
  Effects of offsetting on balance sheet       Related amounts not offset         
2016  Gross
amounts
£m
 �� 

Amounts
offset

£m

   

Net amounts

reported on

the balance

sheet

£m

       Financial
instruments
£m
   Financial
collateral(1)
£m
   Net amount
£m
   Assets not subject
to enforceable
netting
arrangements(2)
£m
   

Balance sheet
total(3)

£m

 

Derivative financial assets

   34,125    (8,819)    25,306    (17,417)    (2,384)    5,505    165    25,471 

Reverse repurchase, securities borrowing

& similar agreements:

                  

- Trading assets

   12,607    (1,895)    10,712      (2,113)    (8,599)    -    -    10,712 

- Loans and advances to banks

   1,462    -    1,462      -    (1,462)    -    -    1,462 

Loans and advances to customers and banks(4)

   5,494    (1,491)    4,003       -    -    4,003    198,621    202,624 

Total assets

   53,688    (12,205)    41,483       (19,530)    (12,445)    9,508    198,786    240,269 

Derivative financial liabilities

   31,635    (8,819)    22,816      (17,417)    (2,565)    2,834    287    23,103 

Repurchase, securities lending & similar agreements:

                  

- Trading liabilities

   10,693    (1,895)    8,798      (2,113)    (6,685)    -    -    8,798 

- Deposits by banks and customers

   2,886    -    2,886      -    (2,886)    -    -    2,886 

Deposits by customers and banks(4)

   6,643    (1,491)    5,152       -    -    5,152    178,903    184,055 

Total liabilities

   51,857    (12,205)    39,652       (19,530)    (12,136)    7,986    179,190    218,842 
  Effects of offsetting on balance sheet      Related amounts not offset         
2015  

Gross

amounts

£m

   

Amounts

offset

£m

   

Net amounts

reported on

the balance

sheet

£m

   

Financial

instruments

£m

   

Financial

collateral(1)

£m

   

Net

amount

£m

   

Assets not subject

to enforceable

netting

arrangements(2)

£m

   

Balance sheet

total(3)

£m

                           

Derivative financial assets

   24,670     (4,861)     19,809       (17,257)     (1,050)     1,502     1,102     20,911     24,670    (4,861)    19,809      (17,257)    (1,050)    1,502    1,102    20,911 

Reverse repurchase, securities borrowing

& similar agreements:

                                    

- Trading assets

   6,860     (1,516)     5,344       (427)     (4,917)     -     -     5,344     6,860    (1,516)    5,344      (427)    (4,917)    -    -    5,344 

- Loans and advances to banks

   1,247     -     1,247       (459)     (788)     -     -     1,247     1,247    -    1,247      (459)    (788)    -    -    1,247 

Loans and advances to customers and banks(4)

   5,164     (1,494)     3,670        -     -     3,670     196,676     200,346     5,164    (1,494)    3,670       -    -    3,670    196,676    200,346 

Total assets

   37,941     (7,871)     30,070        (18,143)     (6,755)     5,172     197,778     227,848     37,941    (7,871)    30,070       (18,143)    (6,755)    5,172    197,778    227,848 

Derivative financial liabilities

   25,612     (4,861)     20,751       (17,257)     (2,997)     497     757     21,508     25,612    (4,861)    20,751      (17,257)    (2,997)    497    757    21,508 

Repurchase, securities lending & similar agreements:

                                    

- Trading liabilities

   7,772     (1,516)     6,256       (541)     (5,715)     -     1,402     7,658     7,772    (1,516)    6,256      (541)    (5,715)    -    1,402    7,658 

- Deposits by banks and customers

   3,588     -     3,588       (345)     (3,243)     -     1,123     4,711     3,588    -    3,588      (345)    (3,243)    -    1,123    4,711 

Deposits by customers and banks(4)

   4,048     (1,494)     2,554        -     -     2,554     165,087     167,641     4,048    (1,494)    2,554       -    -    2,554    165,087    167,641 

Total liabilities

   41,020     (7,871)     33,149        (18,143)     (11,955)     3,051     168,369     201,518     41,020    (7,871)    33,149       (18,143)    (11,955)    3,051    168,369    201,518 

2014

                          

Derivative financial assets

   27,348     (4,879)     22,469       (19,149)     (1,340)     1,980     552     23,021  

Reverse repurchase, securities borrowing

& similar agreements:

                  

- Trading assets

   8,487     (5,502)     2,985       (810)     (2,175)     -     -     2,985  

- Loans and advances to banks

   273     -     273       -     (273)     -     -     273  

Loans and advances to customers and banks(4)

   8,220     (1,623)     6,597        -     -     6,597     183,878     190,475  

Total assets

   44,328     (12,004)     32,324        (19,959)     (3,788)     8,577     184,430     216,754  

Derivative financial liabilities

   26,850     (4,879)     21,971       (19,149)     (2,499)     323     761     22,732  

Repurchase, securities lending & similar agreements:

                  

- Trading liabilities

   13,577     (5,502)     8,075       (605)     (7,470)     -     473     8,548  

- Deposits by banks and customers

   5,297     -     5,297       (205)     (5,092)     -     -     5,297  

Deposits by customers and banks(4)

   1,623     (1,623)     -        -     -     -     156,523     156,523  

Total liabilities

   47,347     (12,004)     35,343        (19,959)     (15,061)     323     157,757     193,100  
(1)Financial collateral is reflected at its fair value, but has been limited to the net balance sheet exposure so as not to include any over-collateralisation.
(2)This column includes contractual rights of set-off that are subject to uncertainty under the laws of the relevant jurisdiction.
(3)The balance sheet total is the sum of ‘Net amounts reported on the balance sheet’ that are subject to enforceable netting arrangements and ‘Amounts not subject to enforceable netting arrangements’.
(4)The amounts offset within loans and advances to customers/banks or deposits by customers/banks relate to offset mortgages and film deals which are classified as either and that are subject to netting.

 

 

Annual Report 2015266    Santander UK plc

Financial


Primary financialNotes to the
Audit reportstatements

financial statements    

 

    

 

 

  Company   Company 
  Amounts subject to enforceable netting arrangements              Amounts subject to enforceable netting arrangements             
  Effects of offsetting on balance sheet      Related amounts not offset              Effects of offsetting on balance sheet       Related amounts not offset             
  Gross
amounts
   

    Amounts

offset

   

Net amounts

reported on the
balance

sheet

             Financial
instruments
   

Financial

collateral(1)

   Net
amount
      

Assets not subject

to enforceable

netting

arrangements(2)

   Balance sheet
total(3)
   Gross
amounts
   

Amounts

offset

   Net amounts
reported on the
balance sheet
       Financial
instruments
   Financial
collateral(1)
   Net
amount
       Assets not subject
to enforceable
netting
arrangements(2)
   Balance sheet
total(3)
 
2015  £m   £m   £m      £m   £m   £m      £m   £m 

Derivative financial assets

   3,250     -     3,250       (2,922)     (56)     272       52     3,302  

Loans and advances to customers and
banks(4)

   46,220     (23,097)     23,123       (2,295)     -     20,828       177,447     200,570  

Total assets

   49,470     (23,097)     26,373       (5,217)     (56)     21,100       177,499     203,872  

Derivative financial liabilities

   3,002     -     3,002       (2,922)     (73)     7       26     3,028  

Repurchase, securities lending & similar agreements:

                    

- Deposits by banks and customers

   2,066     -     2,066       -     (2,066)     -       -     2,066  

Deposits by customers and banks(4)

       81,138     (23,097)     58,041       (2,295)     -     55,746       157,452     215,493  

Total liabilities

   86,206     (23,097)     63,109       (5,217)     (2,139)     55,753       157,478     220,587  

2014

                            
2016  £m   £m   £m       £m   £m   £m       £m   £m 

Derivative financial assets

   3,371     -     3,371       (2,048)     (80)     1,243       41     3,412     7,379    -    7,379      (55)    (55)    7,269      12    7,391 

Reverse repurchase, securities borrowing & similar agreements:

                                        

- Trading assets

   -    -    -      -    -    -      -    - 

- Loans and advances to banks

   972     -     972       -     (972)     -       -     972     -    -    -      -    -    -      -    - 

Loans and advances to customers and
banks(4)

   30,243     (18,883)     11,360       (5,931)     -     5,429       163,952     175,312     50,509    (24,796)    25,713      -    -    25,713      200,560    226,273 

Total assets

   34,586     (18,883)     15,703       (7,979)     (1,052)     6,672       163,993     179,696     57,888    (24,796)    33,092      (55)    (55)    32,982      200,572    233,664 

Derivative financial liabilities

   2,127     -     2,127       (2,048)     (69)     10       27     2,154     3,435    -    3,435      (55)    (95)    3,285      5    3,440 

Repurchase, securities lending & similar agreements:

                                        

- Trading liabilities

   -    -    -      -    -    -      -    - 

- Deposits by banks and customers

   1,283     -     1,283       -     (1,283)     -       -     1,283     2,208    -    2,208      -    (2,184)    24      -    2,208 

Deposits by customers and banks(4)

   70,790     (18,883)     51,907       (5,931)     -     45,976       143,151     195,058     66,037    (24,796)    41,241      -    -    41,241      170,966    212,207 

Total liabilities

   74,200     (18,883)     55,317       (7,979)     (1,352)     45,986       143,178     198,495     71,680    (24,796)    46,884      (55)    (2,279)    44,550      170,971    217,855 

2015

                            

Derivative financial assets

   3,250    -    3,250      (2,922)    (56)    272      52    3,302 

Reverse repurchase, securities borrowing & similar agreements:

                    

- Trading assets

   -    -    -      -    -    -      -    - 

- Loans and advances to banks

   -    -    -      -    -    -      -    - 

Loans and advances to customers and banks(4)

   46,220    (23,097)    23,123      (2,295)    -    20,828      177,447    200,570 

Total assets

   49,470    (23,097)    26,373      (5,217)    (56)    21,100      177,499    203,872 

Derivative financial liabilities

   3,002    -    3,002      (2,922)    (73)    7      26    3,028 

Repurchase, securities lending & similar agreements:

                    

- Trading liabilities

   -    -    -      -    -    -      -    - 

- Deposits by banks and customers

   2,066    -    2,066      -    (2,066)    -      -    2,066 

Deposits by customers and banks(4)

   81,138    (23,097)    58,041      (2,295)    -    55,746      157,452    215,493 

Total liabilities

   86,206    (23,097)    63,109      (5,217)    (2,139)    55,753      157,478    220,587 
(1)Financial collateral is reflected at its fair value, but has been limited to the net balance sheet exposure so as not to include any over-collateralisation.
(2)This column includes contractual rights of set-off that are subject to uncertainty under the laws of the relevant jurisdiction.
(3)The balance sheet total is the sum of ‘Net amounts reported on the balance sheet’ that are subject to enforceable netting arrangements and ‘Amounts not subject to enforceable netting arrangements’.
(4)The amounts offset within loans and advances to customers/banks or deposits by customers/banks relate to offset mortgages and film deals which are classified as either and that are subject to netting.

In 2015,45. EVENTS AFTER THE BALANCE SHEET DATE

There have been no significant events between 31 December 2016 and the intercompany funding arrangements between Santander UK plc and its subsidiary Abbey National Treasury Services plc were amended so that managementdate of approval of these financial statements which would require a change to or additional disclosure in the funding requirement of the Santander UK group was transferred from Abbey National Treasury Services plc to Santander UK plc. These steps were taken as part of a programme that began in 2014 and is still ongoing, to facilitate the orderly implementation of the Santander UK group strategy to transition into a ring-fenced structure in due course pursuant to the requirements of the Financial Services (Banking Reform) Act 2013.financial statements.

 

 

296Santander UK plc    267


Annual Report 2016

Financial statements

46. CHANGES TO COMPARATIVE DATA

The following sets out changes to comparative data from those presented in our 2015 Form 20-F.

Note 2. Segments

In the fourth quarter of 2016, certain customers were transferred between our Retail Banking and Commercial Banking business segments, in line with how we now manage our customers. Small business customers with turnover up to £6.5m per annum (previously up to £250,000) are now served as business banking customers in Retail Banking. The balances transferred from Commercial Banking to Retail Banking were £2.2bn in customer loans and £3.2bn in customer deposits at 31 December 2016 (2015: £2.3bn and £3.0bn, respectively). The segmental analyses for Retail Banking and Commercial Banking have been adjusted to reflect these changes for prior years.

2015

    Retail Banking     Commercial Banking 
    

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

     

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

 

Net interest income

   3,077      92      2,985      368      (92)      460 

Non-interest income

   536      15      521      94      (15)      109 

Total operating income

   3,613      107      3,506      462      (107)      569 

Operating expenses before impairment losses, provisions and charges

   (1,898)      (115)      (1,783)      (217)      115      (332) 

Impairment (losses)/releases on loans and advances

   (90)      (14)      (76)      (25)      14      (39) 

Provisions for other liabilities and (charges)/releases

   (728)      (1)      (727)      (23)      1      (24) 

Total operating impairment losses, provisions and (charges)/releases

   (818)      (15)      (803)      (48)      15      (63) 

Profit before tax

   897      (23)      920      197      23      174 

Revenue from external customers

   4,529      94      4,435      626      (94)      720 

Inter-segment revenue

   (916)      13      (929)      (164)      (13)      (151) 

Total operating income

   3,613      107      3,506      462      (107)      569 

Customer loans

   167,093      2,263      164,830      18,680      (2,263)      20,943 

Total assets

   174,110      2,263      171,847      18,680      (2,263)      20,943 

Customer deposits

   140,358      3,026      137,332      15,076      (3,026)      18,102 

Total liabilities

   143,157      3,026      140,131      15,076      (3,026)      18,102 

Average number of staff

   18,133      638      17,495      1,367      (638)      2,005 

2014

                      
    Retail Banking     Commercial Banking 
    

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

     

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

 

Net interest income

   3,041      94      2,947      279      (94)      373 

Non-interest income

   569      9      560      80      (9)      89 

Total operating income

   3,610      103      3,507      359      (103)      462 

Operating expenses before impairment losses, provisions and charges

   (1,850)      (97)      (1,753)      (200)      97      (297) 

Impairment (losses)/releases on loans and advances

   (203)      (16)      (187)      (76)      16      (92) 

Provisions for other liabilities and (charges)/releases

   (398)      (3)      (395)      (9)      3      (12) 

Total operating impairment losses, provisions and (charges)/releases

   (601)      (19)      (582)      (85)      19      (104) 

Profit before tax

   1,159      (13)      1,172      74      13      61 

Revenue from external customers

   4,630      93      4,537      527      (93)      620 

Inter-segment revenue

   (1,020)      10      (1,030)      (168)      (10)      (158) 

Total operating income

   3,610      103      3,507      359      (103)      462 

Customer loans

   161,005      2,490      158,515      16,147      (2,490)      18,637 

Total assets

   165,920      2,490      163,430      16,147      (2,490)      18,637 

Customer deposits

   132,946      3,362      129,584      11,965      (3,362)      15,327 

Total liabilities

   135,903      3,362      132,541      11,965      (3,362)      15,327 

Average number of staff

   18,270      588      17,682      1,261      (588)      1,849 

267a    Santander UK plc


          Independent  Primary financial  Notes to the
               Auditor’s ReportAudit report  statements  

financial statements    

 

 

45. CAPITAL MANAGEMENT AND RESOURCESRisk review

This note reflectsIn the transactionsfourth quarter of 2016, certain customers were transferred between our Retail Banking and amounts reported on a basis consistentCommercial Banking business segments, in line with how we now manage our customers. Small business customers with turnover up to £6.5m per annum (previously up to £250,000) are now served as business banking customers in Retail Banking. The balances transferred from Commercial Banking to Retail Banking were £2.2bn in customer loans and £3.2bn in customer deposits at 31 December 2016 (2015: £2.3bn and £3.0bn, respectively). The segmental analyses for Retail Banking and Commercial Banking have been adjusted to reflect these changes for prior years.

CREDIT RISK

SANTANDER UK GROUP LEVEL – CREDIT RISK REVIEW

Forbearance summary

      

Customer loans

     

Forbearance

 
      

As reported

in 2016

£bn

     

Adjustment

£bn

     

As reported

in 2015

£bn

     

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

 

Retail Banking

     167.0      2.2      164.8      3,868      160      3,708 

Commercial Banking

     18.7      (2.2)      20.9      545      (160)      705 

 

Credit performance

 

 

Retail Banking    

Customer loans

£bn

     

NPLs

£m

     

NPL ratio

%

     

NPL coverage

%

     

Gross write-offs

£m

     

Impairment

loss allowances

£m

 

As reported in 2016

     167.0      2,520      1.51      33      248      823 

Adjustment

     2.2      147      0.07      1      36      61 

As reported in 2015

     164.8      2,373      1.44      32      212      762 
                        
Commercial Banking    

Customer loans

£bn

     

NPLs

£m

     

NPL ratio

%

     

NPL coverage

%

     

Gross write-offs

£m

     

Impairment

loss allowances

£m

 

As reported in 2016

     18.7      439      2.35      45      47      199 

Adjustment

     (2.2)      (147)      (0.45)      (1)      (36)      (61) 

As reported in 2015

     20.9      586      2.80      44      83      260 

Forbearance exit criteria

In the Santander UK group’s regulatory filingsfirst half of 2016, we changed our exit criteria for forbearance. The disclosure has been enhanced to disclose that the impact of applying these exit criteria to our customer loans at 31 December 2015 and 2014.would be to reduce the balance by £1,824m.

Capital management and capital allocationRETAIL BANKING – CREDIT RISK REVIEW

Santander UK plc and its subsidiaries are a UK banking group effectively subject to two tiers of supervision. Santander UK is subject to prudential supervision by both the PRA (as a UK authorised banking group) and the ECB (as a member of the Banco Santander group). The ECB commenced supervision of the Banco Santander group in 2014 as part of the Single Supervisory Mechanism. As a PRA regulated entity, Santander UK is expected to satisfy the PRA liquidity and capital requirements on a standalone basis. Similarly, Santander UK must demonstrate to the PRA that it can withstand liquidity and capital stress tests without parental support. Reinforcing the corporate governance framework adopted by Santander UK, the PRA exercises oversight through its rules and regulations on the Santander UK Board and senior management appointments.BUSINESS BANKING, CONSUMER FINANCE AND OTHER UNSECURED LENDING

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 CEO and from him to specific individuals who are members of the Santander UK Capital Committee.

The Capital Committee adopts a centralised capital management approach that is driven by the Santander UK group’s corporate purpose and strategy. This approach takes into account the regulatory and commercial environment in which the Santander UK group operates, the Santander UK group’s Risk Appetite, the management strategy for each of the Santander UK 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 Santander UK group’s capital requirements. This approach is reviewed annually as part of the Santander UK group’s ICAAP.

The Santander UK group manages its capital requirements, debt funding and liquidity on the basis of policies and plans reviewed regularly by the Capital Committee. Capital requirements are also reviewed as part of the ICAAP while debt funding and liquidity are also reviewed as part of the ILAA process. To support its capital and senior debt issuance programmes, Santander UK plc is rated on a stand-alone basis.

On an ongoing basis, and in accordance with the latest ICAAP review, the Santander UK 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 which generates the Santander UK group’s strategic 3-Year Plan. Alongside this plan, the Santander UK group develops a series of macro-economic scenarios to stress test its capital requirements and confirm that it has adequate regulatory capital resources to meet its projected and stressed regulatory capital requirement and to meet its obligations as they fall due. Internally assigned buffers augment the various regulatory minimum capital criteria. Buffers are held in order to ensure there is sufficient time for management actions to be implemented against unexpected movements.

Decisions on the allocation of capital resources are conducted as part of the Santander UK group’s strategic three year planning process 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 Santander UK group’s capital needs.

Capital adequacy

The Santander UK group manages its capital on a CRD IV basis. During the years ended 31 December 2015 and 2014, the Santander UK 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.

Santander UK plc, Abbey National Treasury Services plc, and Cater Allen Limited, which are the three PRA-regulated entities within the Santander UK group, are party to a capital support deed dated 23 December 2015 (the Capital Support Deed) with certain other non-regulated subsidiaries of Santander UK plc and Santander UK Group Holdings plc. The parties to the Capital Support Deed constitute a core UK group as defined in the PRA Rulebook. Exposures of each of the three regulated entities to other members of the core UK group are exempt from large exposure limits that would otherwise apply. The purpose of the Capital Support Deed is to facilitate the prompt transfer of available capital resources from, or repayment of liabilities by, the non-regulated parties to any of the regulated parties in the event that one of the regulated parties has breached or is at risk of breaching its capital resources requirements or risk concentrations requirements. The core UK group permission expires on 31 December 2018.

Group capitalLending

 

      

2015

£m

     

2014

£m

 

Common Equity Tier 1 (CET 1) capital before regulatory adjustments

     13,853       13,054  

Regulatory adjustments to CET 1 capital

     (3,870)       (3,298)  

CET 1 capital

     9,983       9,756  

Additional Tier 1 (AT1) capital

     2,258       1,866  

Tier 1 capital

     12,241       11,622  

Tier 2 capital

     3,381       3,072  

Total capital

     15,622       14,694  

Tier 1 includes audited profits for the years ended 31 December 2015 and 2014 after adjustment to comply with PRA rules. Tier 1 deductions primarily relate to goodwill and expected losses. The expected losses deduction represents the difference between expected loss calculated in accordance with the Santander UK group’s CRD IV Retail (IRB) and (AIRB) models, and the impairment loss allowances calculated in accordance with IFRS. The Santander UK group’s accounting policy for impairment loss allowances is set out in Note 1. Regulatory expected losses are calculated using risk parameters based on either through-the-cycle, or economic downturn estimates, and are subject to conservatism due to the imposition of regulatory floors. They are therefore currently higher than the impairment loss allowances under IFRS which only reflect losses incurred at the balance sheet date. In addition, the Santander UK group has elected to deduct certain securitisation positions from capital rather than treat these exposures as a risk weighted asset. Tier 2 deductions also represent expected losses and securitisation positions described above.

Business banking    

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

 

At 1 January

     2,644      2,489      155 

Net lending in the year

     (231)      (226)      (5) 

At 31 December

     2,413      2,263      150 

 

Credit performance

 

                     
Business banking    

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

 

Loans and advances to customers of which:

     2,413      2,263      150 

Performing

     2,254      2,116      138 

Early arrears

     4      —        4 

NPLs

     155      147      8 

Impairment loss allowances

     75      61      14 

 

 

Santander UK plc    267b


Annual Report 20152016

Financial statements

 

 

 

During 2015, CET 1 capital increased by £227m to £9,983m (2014: £9,756m). This increase was largely due to retained profits for the year attributable to equity holders of the parent of £939m, less interim ordinary dividends approved of £427m. During 2015, the increase in AT1 capital was due to the issuance of £750m Perpetual Capital Securities as detailed in Note 36. This increase was partially off-set by the repurchase of £173m of Fixed/Floating Rate Tier One Preferred Income Capital Securities, £21m of fixed/floating rate non-cumulative callable preference shares, £62m of Step-up Callable Perpetual Reserve Capital Instruments and £47m of Non-cumulative Trust Preferred Securities.OTHER SEGMENTS – CREDIT RISK REVIEW

46. ACQUISITION OF PSA FINANCE UK LIMITEDOther segments credit risk – committed exposures – Rating distribution

On 3 February 2015, the

SME and mid corporate    

9

(AAA to

AA-)

£m

     

8

(A+ to
A)

£m

     

7

(A- to

BBB+)

£m

     

6

(BBB to

BBB-)

£m

     

5

(BB+ to

BB-)

£m

     

4

(B+ to B)

    

£m

     

1 to 3

(B- to D)

    

£m

     

Other
    
    

£m

     

Total
    
    

£m

 

As reported in 2016

     14      115      330      2,505      4,167      3,235      361      147      10,874 

Adjustment

     -      (1)      (5)      65      (229)      (979)      (175)      (145)      (1,469) 

As reported in 2015

     14      116      335      2,440      4,396      4,214      536      292      12,343 
                                                                
Commercial Real Estate    

9

(AAA to

AA-)

£m

     

8

(A+ to
A)

£m

     

7

(A- to

BBB+)

£m

     

6

(BBB to

BBB-)

£m

     

5

(BB+ to

BB-)

£m

     

4

(B+ to B)

    

£m

     

1 to 3

(B- to D)

    

£m

     

Other
    
    

£m

     

Total
    
    

£m

 

As reported in 2016

     -      -      656      5,236      3,118      459      186      27      9,682 

Adjustment

     -      (1)      (3)      (319)      (368)      (115)      (29)      (29)      (864) 

As reported in 2015

     -      1      659      5,555      3,486      574      215      56      10,546 

Other segments credit risk – committed exposures – Geographical distribution

SME and mid corporate    

UK
    

£m

     

Peripheral

eurozone

£m

     

Rest of

Europe

£m

     

US
    

£m

     

Rest of

World

£m

     

Total
    

£m

 

As reported in 2016

     10,800      25      47      -      2      10,874 

Adjustment

     (1,469)      -      -      -      -      (1,469) 

As reported in 2015

     12,269      25      47      -      2      12,343 
                                           
Commercial Real Estate    

UK
    

£m

     

Peripheral

eurozone

£m

     

Rest of

Europe

£m

     

US
    

£m

     

Rest of

World

£m

     

Total
    

£m

 

As reported in 2016

     9,682      -      -      -      -      9,682 

Adjustment

     (864)      -      -      -      -      (864) 

As reported in 2015

     10,546      -      -      -      -      10,546 

Other segments – credit performance

SME and mid corporate    Committed Exposure     

Observed

impairment loss

allowances

£m

 
           Watchlist                 
    

Performing

£m

     

Enhanced

Monitoring

£m

     

Proactive

Management

£m

     

Non-performing

exposure

£m

     

Total

£m

     

As reported in 2016

     9,424      844      307      299          10,874      119 

Adjustment

     (1,193)      (125)      (34)      (117)          (1,469)      (43) 

As reported in 2015

     10,617      969      341      416      12,343      162 
                        
Commercial Real Estate    Committed Exposure     

Observed

impairment loss

allowances

£m

 
           Watchlist                 
    

Performing

£m

     

Enhanced

Monitoring

£m

     

Proactive

Management

£m

     

Non-performing

exposure

£m

     

Total

£m

     

As reported in 2016

     9,306      123      93      160          9,682      43 

Adjustment

     (777)      (27)      (30)      (30)          (864)      (13) 

As reported in 2015

     10,083      150      123      190      10,546      56 

267c    Santander UK group through Santander Consumer (UK) plc (SCUK) entered into an agreement with Banque PSA Finance, S.A. (BPF), the auto finance unit of Group PSA Peugeot Citroën, to purchase 50% of the shares of PSA Finance UK Limited (PSA). PSA, BPF and SCUK have set up a cooperation to offer a range of consumer finance and insurance products and services for individuals, businesses and distribution networks in the automotive industry. SCUK has control over PSA through its ability to direct the activities that most significantly affect SCUK’s returns.

The aggregate net consideration paid by SCUK for the shares was £109m. The following table shows the amounts recognised at the acquisition date for the net assets acquired:


Net assets acquired:£m

Assets

Loans and advances

Primary financialNotes to customers

the
   2,461

Other assets

   56  

Liabilities

  Audit reportstatements

financial statements    

Non-performing loans and advances

                                                                  
Commercial Banking    

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

 

Loans and advances to customers of which:

     18,680      (2,263)      20,943 

NPLs

     439      (147)      586 

Impairment loss allowances

     199      (61)      260 
      %      %      % 

NPL ratio

     2.35      (0.45)      2.80 

Coverage ratio

     45      1      44 

 

NPL movements in 2016

 

 

    
Commercial Banking    

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

 

At 1 January 2016

     439      (147)      586 

 

Other segments – forbearance

 

 

    
Commercial Banking    

As reported

in 2016

£m

     

Adjustment

£m

     

As reported

in 2015

£m

 

In-flow during the year

            

– Term extension

     33      (3)      36 

– Interest-only

     77      (20)      97 

– Other payment rescheduling

     68      (25)      93 
      178      (48)      226 

Stock

            

– Term extension

     145      (22)      167 

– Interest-only

     230      (77)      307 

– Other payment rescheduling

     170      (61)      231 
      545      (160)      705 

Of which:

            

– Non-performing

     318      (87)      405 

– Performing

     227      (73)      300 
      545      (160)      705 

Proportion of portfolio

     2.4%      (0.4%)      2.8% 

Santander UK plc    267d


Shareholder information

Deposits by customers

    (1,219)

Debt securities in issue

(1,014)

Other liabilities

(66)

Net identified assets and liabilities

218

Non-controlling interests (50%)

(109)

Consideration

109
269     Subsidiaries, joint ventures and associates

Satisfied by:

    

272Forward-looking statements

Cash and cash equivalents

    

109
273    Selected financial data

Less: Cash and cash equivalents in business acquired

    -

Net cash outflow

109

The acquisition of PSA strengthened Santander UK’s market position. No intangible assets in respect of brands and customer database, key employees, patents or intellectual property rights were identified. The fair value of the non-controlling interest in PSA was estimated by using the purchase price paid for the acquisition of 50% of the shares of PSA by SCUK.

The initial allocation of ‘Other assets’ acquired was revised from £60m to £56m as part of the final allocation of the fair value of the net assets acquired. In accordance with the sale and purchase agreement, the difference was settled between SCUK and BPF reducing the amount paid by SCUK as shown above.

Financial effect of the acquisition

The total operating income and profit before tax included in the Consolidated Income Statement for the year ended 31 December 2015 contributed by the PSA business since the acquisition (before deducting non-controlling interests) were £67,754m and £62,212m, respectively. Had PSA been consolidated from 1 January 2015, Santander UK would have included total operating income of £73,096m and profit before tax of £65,658m (before deducting non-controlling interests) for the year.

Analysis of loans and advances acquired:

Net assets acquired:    

Fair value

£m

     

Gross contractual
amounts receivable

£m

   

Estimated uncollectible gross
contractual amounts receivable

£m

 

Loans and advances to customers

     2,461       2,567     2  

47. EVENTS AFTER THE BALANCE SHEET DATE

There have been no significant events between 31 December 2015 and the date of approval of these financial statements which would require a change to or additional disclosure in the financial statements.

48. PROFIT AFTER TAX OF THE COMPANY

The profit after tax of the Company attributable to shareholders was £115m (2014: £1,346m, 2013: £225m). As permitted by Section 408 of the UK Companies Act 2006, the Company’s individual income statement has not been presented.

 

 

298268    Santander UK plc


        Risk  Contact and  Subsidiaries, joint ventures  Forward lookingForward-looking  Selected
 Factors  other information  and associates  Glossarystatements  

financial data

Glossary

 

 

Subsidiaries, joint ventures and associates

In accordance with Section 409 of the Companies Act 2006, a list of Santander UK plc’s subsidiaries, joint ventures and associates, the registered office, the country of incorporation and the effective percentage of equity owned at 31 December 2016 is disclosed below. This section forms an integral part of the financial statements.

Subsidiaries

All subsidiaries are consolidated by the Santander UK group.

Incorporated and registered in England and Wales:

Name of subsidiary 

Registered  

office(1)

 Direct/indirect  
ownership
 

Share class through

which ownership is

held

 

Proportion of
ownership interest

%

  

Ultimate proportion of
ownership

%

 

2 & 3 Triton Limited

 A Direct Ordinary £1  100   100 

A & L CF December (1) Limited

 A Indirect Ordinary £1  -   100 

A & L CF June (2) Limited

 A Indirect Ordinary £1  -   100 

A & L CF June (3) Limited

 A Indirect Ordinary £1  -   100 

A & L CF March (5) Limited

 A Indirect Ordinary £1  -   100 

A & L CF September (4) Limited

 A Indirect Ordinary £1  -   100 

A&L CF December (10) Limited (in liquidation)

 K Indirect Ordinary £1  -   100 

Abbey National Beta Investments Limited

 A Indirect Ordinary £1  8   100 

Abbey National Business Office Equipment Leasing Limited

 A Indirect Ordinary £1  42   100 

Abbey National Nominees Limited

 A Direct Ordinary £1  100   100 

Abbey National North America Holdings Limited (in liquidation)

 K Indirect Ordinary £1  -   100 

Abbey National Pension (Escrow Services) Limited (in liquidation)

 K Direct Ordinary £1  100   100 

Abbey National PLP (UK) Limited

 A Direct Ordinary £1  100   100 

Abbey National Property Investments

 A Direct Ordinary £1  100   100 

Abbey National Treasury (Structured Solutions) Limited

 A Indirect Ordinary £0.01  -   100 

Abbey National Treasury Services Investments Limited

 A Indirect Ordinary £1  -   100 

Abbey National Treasury Services Overseas Holdings

 A Direct 

Minority £1

Non-redeemable

preference £1

Ordinary £1

  100   100 

Abbey National Treasury Services plc

 A Direct Ordinary £1  100   100 

Abbey National UK Investments

 A Indirect 

Ordinary0.20

Ordinary £1

  1   100 

Abbey Stockbrokers (Nominees) Limited

 A Indirect Ordinary £1  -   100 

Abbey Stockbrokers Limited

 A Indirect 

Ordinary £1

A Preference £1

B Preference £1

  -   100 

Alliance & Leicester Cash Solutions Limited

 A Direct Ordinary £1  100   100 

Alliance & Leicester Commercial Bank plc

 A Direct Ordinary £1  100   100 

Alliance & Leicester Investments (Derivatives) Limited

 A Direct Ordinary £1  100   100 

Alliance & Leicester Investments (No.2) Limited

 A Direct Ordinary £1  100   100 

Alliance & Leicester Investments Limited

 A Direct 

Ordinary £1

Non-cumulative fixed rate preference £1

  100   100 

Alliance & Leicester Limited

 L Direct Ordinary £0.50  100   100 

Alliance & Leicester Personal Finance Limited

 L Direct Ordinary £1  100   100 

AN (123) Limited

 A Direct Ordinary £0.10  100   100 

ANITCO Limited

 A Direct Ordinary £1  100   100 

Cater Allen Holdings Limited

 A Indirect Ordinary £1  -   100 

Cater Allen International Limited

 A Indirect Ordinary £1  -   100 

Cater Allen Limited

 A Indirect Ordinary £1  -   100 

Cater Allen Lloyd’s Holdings Limited

 A Indirect Ordinary £1  -   100 

Cater Allen Syndicate Management Limited

 A Indirect 

Ordinary £1

Preference £1

  -   100 

First National Motor Business Limited

 A Direct Ordinary £1  100   100 

First National Motor Contracts Limited

 A Direct Ordinary £1  100   100 

First National Motor Facilities Limited

 A Direct Ordinary £1  100   100 

First National Motor Finance Limited

 A Direct Ordinary £1  100   100 

First National Motor Leasing Limited

 A Direct Ordinary £1  100   100 

First National Motor plc

 B Direct Ordinary £1  100   100 

First National Tricity Finance Limited

 A Indirect Ordinary £1  100   100 

Girobank Investments Limited (in liquidation)

 K Direct Ordinary £1  100   100 

Insurance Funding Solutions Limited

 A Direct Ordinary £1  100   100 

Liquidity Limited

 A Direct 

Ordinary A £0.10

Ordinary B1 £0.10

Ordinary B2 £0.10

Preference £1

  100   100 
(1)Refer to the key at the end of this section for the registered office address

Santander UK plc    269


Annual Report 2016

Shareholder information

Name of subsidiary Registered  
office(1)
 Direct/indirect  
ownership
 Share class through which
ownership is held
 

Proportion of
ownership interest

%

  

Ultimate proportion of
ownership

%

 

PSA Finance UK Limited

 M Indirect Ordinary £1  -   50 

Santander (CF Trustee Property Nominee) Limited

 D Trust relationship Ordinary £1  -   - 

Santander (CF Trustee) Limited

 D Trust relationship Ordinary £1  -   - 

Santander (UK) Group Pension Scheme Trustees Limited

 D Direct Ordinary £1  100   100 

Santander Asset Finance (December) Limited

 A Indirect Ordinary £1  -   100 

Santander Asset Finance plc

 A Direct Ordinary £0.10  100   100 

Santander Cards Limited

 A Indirect Ordinary £1  -   100 

Santander Cards UK Limited

 A Direct Ordinary £1  100   100 

Santander Consumer (UK) plc

 B Direct Ordinary £1  100   100 

Santander Consumer Credit Services Limited

 L Indirect Ordinary £1  -   100 

Santander Equity Investments Limited

 A Indirect Ordinary £1  -   100 

Santander Estates Limited

 L Direct Ordinary £1  100   100 

Santander Global Consumer Finance Limited

 A Indirect Ordinary £0.0001  -   100 

Santander Guarantee Company

 A Direct Ordinary £1  100   100 

Santander Lending Limited

 A Direct Ordinary £1  100   100 

Santander Private Banking UK Limited

 A Direct Ordinary £1  100   100 

Santander Secretariat Services Limited

 A Indirect A Ordinary US$0.01  -   100 

Santander UK Foundation Limited

 A Direct Guarantee ownership  100   100 

Sheppards Moneybrokers Limited

 A Indirect 

Ordinary £1

Non-voting Preference £1

  -   100 

Solarlaser Limited

 A Indirect Ordinary £1  20   100 

The Alliance & Leicester Corporation Limited

 A Direct Ordinary £1  100   100 

The National & Provincial Building Society Pension Fund Trustees Limited (in liquidation)

 K Trust relationship Ordinary £1  -   100 

Time Retail Finance Limited (in liquidation)

 K Indirect Ordinary £1  -   100 

Tuttle and Son Limited

 A Indirect Ordinary £1  -   100 

Viking Collection Services Limited (in liquidation)

 K Indirect Ordinary £1  -   100 

(1)Refer to the key at the end of this section for the registered office address

 

 

Incorporated and registered outside England and Wales:

 

 

Name of subsidiary Registered  
office(1)
 Direct/indirect  
ownership
 Share class through which
ownership is held
 

Proportion of
ownership interest

%

  

Ultimate proportion of
ownership

%

 

A & L CF (Guernsey) Limited

 F Indirect Ordinary £1  -   100 

A&L Services Limited (in liquidation)

 P Direct Ordinary £1  100   100 

Abbey Business Services (India) Private Limited

 N Indirect Ordinary INR 10  -   100 

Abbey National International Limited

 G Direct Ordinary £1  100   100 

ALIL Services Limited

 P Direct Ordinary £1  100   100 

Carfax (Guernsey) Limited

 F Direct Ordinary £1  100   100 

Santander Cards Ireland Limited

 Q Indirect 

Ordinary1

Ordinary1.27

  -   100 

Santander ISA Managers Limited

 O Direct Ordinary £1  100   100 

Sovereign Spirit Limited

 H Indirect Ordinary BMD 1  -   100 

Whitewick Limited

 G Direct Ordinary £1  100   100 
(1)Refer to the key at the end of this section for the registered office address, including the country

270    Santander UK plc


Subsidiaries, joint venturesForward-lookingSelected
and associatesstatementsfinancial dataGlossary

Other subsidiary undertakings

All these entities are registered in England and Wales, except for Guaranteed Investment Products 1 PCC Limited which is registered in Guernsey. The Company and its subsidiaries do not own directly, or indirectly, any of the share capital of any of the entities, however they are consolidated by the Santander UK group because the substance of the relationship indicates control, as described in Note 1 to the Consolidated Financial Statements.

Name of entity

Registered            

office(1)

Name of entity

Registered            

office(1)

Abbey Covered Bonds LLPALangton Securities (2008-1) plcC
Abbey Covered Bonds (LM) LimitedJLangton Securities (2010-1) plcC
Abbey Covered Bonds (Holdings) LimitedJLangton Securities (2010-2) plcC
Auto ABS UK Loans plcCLangton Securities (2012-1) plcC
Fosse (Master Issuer) Holdings LimitedCLangton Securities Holdings LimitedC
Fosse Funding (No.1) LimitedCMAC No. 1 LimitedA
Fosse Master Issuer plcCMotor 2012 Holdings Limited (in liquidation)E
Fosse PECOH LimitedCMotor 2012 plc (in liquidation)E
Fosse Trustee (UK) LimitedAMotor 2013-1 Holdings Limited (in liquidation)E
Guaranteed Investment Products 1 PCC LimitedFMotor 2013-1 plc (in liquidation)E
HCUK Auto Funding 2015 LimitedCMotor 2014-1 Holdings LimitedC
HCUK Auto Funding 2016-1 LimitedCMotor 2014-1 plcC
Holmes Funding LimitedAMotor 2015-1 Holdings LimitedC
Holmes Holdings LimitedAMotor 2015-1 plcC
Holmes Master Issuer plcAMotor 2015-2 Holdings LimitedC
Holmes Trustees LimitedAMotor 2016-1 plc (formerly Motor 2015-2 plc)C
Langton Funding (No.1) LimitedCMotor 2016-1M LimitedC
Langton Mortgages Trustee (UK) LimitedAPECOH LimitedA
Langton PECOH LimitedC
(1)Refer to the key at the end of this section for the registered office address

Joint ventures and associates

All these entities are registered in England and Wales and are accounted for by the equity method of accounting.

Name of joint venture      Registered    
office(1)
  

Direct/indirect    

ownership

  Share class through which ownership is held 

Proportion of
    ownership interest

%

   

    Ultimate proportion of
ownership

%

 

Hyundai Capital UK Limited

  R  Indirect  Ordinary £1  -    50 

PSA UK Number 1 plc

  M  Direct  B Ordinary £1

C Ordinary £1

  50    50 

Syntheo Limited

  I  Direct  Ordinary £1  50    50 
(1)Refer to the key at the end of this section for the registered office address

All entities are joint ventures, except for PSA UK Number 1 plc which is an associate.

Overseas branches

Santander UK plc has branches in the Isle of Man and Jersey. Abbey National Treasury Services plc has branch offices in the US and the Cayman Islands.

Key of registered office addresses

A2 Triton Square, Regent’s Place, London NW1 3AN
BSantander House, 86 Station Road, Redhill RH1 1SR
C35 Great St. Helen’s, London EC3A 6AP
DSantander House, 201 Grafton Gate East, Milton Keynes MK9 1AN
EThe Shard, 32 London Bridge Street, London SE1 9SG
FFourth Floor, The Albany, South Esplanade, St. Peter Port, Guernsey GY1 4NF
G19-21 Commercial Street, St. Helier, Jersey JE2 3RU
HClarendon House, 2 Church Street, Hamilton HM11, Bermuda
IMedius House, 2 Sheraton Street, London W1F 8BH
JWilmington Trust SP Services (London) Limited, 1 Kings Arms Yard, London EC2R 7AF
KGriffins, Tavistock House South, Tavistock Square, London WC1H 9LG
LBuilding 3, Floor 2, Carlton Park, Narborough, Leicester LE19 0AL
MQuadrant House, Princess Way, Redhill RH1 1QA
NThe Residency, 7th Floor, 133/1 Residency Road, Bangalore, KA 560 025, India
O287 St. Vincent Street, Glasgow, Scotland G2 5NB
P19/21 Prospect Hill, Douglas, Isle of Man IM99 1RY
Q25/28 North Wall Quay, Dublin 1, Ireland
RLondon Court, 39 London Road, Reigate RH2 9AQ

Santander UK plc    271


Annual Report 2016

Shareholder information

Forward-looking statements

The Company and its subsidiaries (together Santander UK) may from time to time make written or oral forward-looking statements. The Company makes written forward-looking statements in this Annual Report and may also make forward-looking statements in its periodic reports to the SEC on Forms 20-F and 6-K, in its offering circulars and prospectuses, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Examples of such forward-looking statements include, but are not limited to:

-Projections or expectations of revenues, costs, profit (or loss), earnings (or loss) per share, dividends, capital structure or other financial items or ratios
-Statements of plans, objectives or goals of Santander UK or its management, including those related to products or services
-Statements of future economic performance, and
-Statements of assumptions underlying such statements.

Words such as ‘believes’, ‘anticipates’, ‘expects’, ‘intends’, ‘aims’, ‘plans’, ‘targets’ and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.

By their very nature, forward-looking statements are not statements of historical or current facts; they cannot be objectively verified, are speculative and involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Santander UK cautions readers that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements made by Santander UK or on its behalf. Some of these factors, which could affect Santander UK’s business, financial condition and/or results of operation, are considered in detail in the Risk review, and they include:

-the disruptions and volatility in the global financial markets
-the effects of UK economic conditions
-Santander UK’s exposure to UK political developments, including the outcome of the UK referendum on membership of the EU
-the effects of the financial services laws, regulations, governmental oversight, administrative actions and policies and any changes thereto in each location or market in which Santander UK operates
-the effects of any new reforms to the UK mortgage lending market
-Santander UK’s exposure to any risk of loss from legal and regulatory proceedings
-the power of the FCA, the PRA, the CMA or an overseas regulator to potentially intervene in response to e.g. attempts by customers to seek redress from financial service institutions, including Santander UK, in case of industry-wide issues
-the effects which the Banking Act 2009 may have on Santander UK’s business and the value of securities issued
-the effects which the bail-in and write down powers under the Banking Act 2009 and the BRRD may have on Santander UK’s business and the value of securities issued
-the extent to which regulatory capital and leverage requirements and any changes to these requirements may limit and adversely affect Santander UK’s operations
-Santander UK’s ability to access liquidity and funding on acceptable financial terms
-the extent to which liquidity requirements and any changes to these requirements may limit and adversely affect Santander UK’s operations
-Santander UK’s exposure to UK Government debt
-the effects of the ongoing political, economic and sovereign debt tensions in the eurozone
-Santander UK’s exposure to risks faced by other financial institutions
-the effects of an adverse movement in external credit rating assigned to Santander UK, any Santander UK member or any of their respective debt securities
-the effects of fluctuations in interest rates and other market risks
-the extent to which Santander UK may be required to record negative fair value adjustments for its financial assets due to changes in market conditions
-the risk of failing to successfully implement and continue to improve Santander UK’s credit risk management systems
-the risks associated with Santander UK’s derivative transactions
-the extent to which Santander UK may be exposed to operational risks, including risks relating to data and information collection, processing, storage and security
-the risk of third parties using Santander UK as a conduit for illegal or improper activities without Santander UK’s knowledge
-the risk of failing to effectively improve or upgrade Santander UK’s information technology infrastructure and management information systems in a timely manner
-Santander UK’s exposure to unidentified or unanticipated risks despite its risk management policies, procedures and methods
-the effects of competition with other financial institutions
-the various risks facing Santander UK as it expands its range of products and services (e.g. risk of new products and services not being responsive to customer demands or successful, risk of changing customer needs)
-Santander UK’s ability to control the level of non-performing or poor credit quality loans and whether Santander UK’s loan loss reserves are sufficient to cover loan losses
-the extent to which Santander UK’s loan portfolio is subject to prepayment risk
-the risk that the value of the collateral, including real estate, securing Santander UK’s loans may not be sufficient and Santander UK may be unable to realise the full value of the collateral securing its loan portfolio
-the ability of Santander UK to realise the anticipated benefits of its organic growth or business combinations and the exposure, if any, of Santander UK to any unknown liabilities or goodwill impairments relating to acquired businesses
-the extent to which members of Santander UK may be 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
-the effects of taxation requirements and other assessments and any changes thereto in each location in which Santander UK operates
-the effects of any changes in the pension liabilities and obligations of Santander UK
-the ability of Santander UK to recruit, retain and develop appropriate senior management and skilled personnel
-the effects of any changes to the reputation of Santander UK, any Santander UK member or any affiliate operating under the Santander UK brands
-the basis of the preparation of the Company’s and Santander UK’s financial statements and information available about Santander UK, including the extent to which assumptions and estimates made during such preparation are accurate
-the extent to which disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud
-the extent to which changes in accounting standards could impact Santander UK’s reported earnings
-the extent to which Santander UK relies on third parties and affiliates for important infrastructure support, products and services
-the possibility of risk arising in the future in relation to transactions between the Company and its parent, subsidiaries or affiliates
-the extent to which different disclosure and accounting principles between the UK and the US may provide you with different or less information about us than you expected, and
-the risk associated with enforcement of judgments in the US.

Please refer to our latest filings with the SEC (including, without limitation, our Annual Report on Form 20-F for the year ended 31 December 2016) for a discussion of certain risk factors and forward-looking statements. Undue reliance should not be placed on forward-looking statements when making decisions with respect to any Santander UK member and/or its securities. Investors and others should take into account the inherent risks and uncertainties of forward-looking statements and should carefully consider the foregoing non-exhaustive list of important factors. Forward-looking statements speak only as of the date on which they are made and are based on the knowledge, information available and views taken on the date on which they are made; such knowledge, information and views may change at any time. Santander UK does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

272    Santander UK plc


Subsidiaries, joint venturesForward-lookingSelected
and associatesstatementsfinancial dataGlossary

Selected financial data

The financial information set forth below for the years ended 31 December 2016, 2015 and 2014 and at 31 December 2016 and 2015 has been derived from the audited Consolidated Financial Statements of Santander UK plc (the Company) and its subsidiaries (together, the Santander UK group) prepared in accordance with IFRS included elsewhere in this Annual Report. The information should be read in connection with, and is qualified in its entirety by reference to, the Santander UK group’s Consolidated Financial Statements and the notes thereto.

Financial information set forth below for the years ended 31 December 2013 and 2012, and at 31 December 2014 and 2013 has been derived from the audited Consolidated Financial Statements of the Santander UK group for 2014, not included in this Annual Report.

Financial information set forth below at 31 December 2012 has been derived from the audited Consolidated Financial Statements for the year ended 31 December 2012 with adjustment for the adoption of IFRIC 21 of the Santander UK group not included in this Annual Report.

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 auditor’s report on the Consolidated Financial Statements for each of the five years ended 31 December 2016 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 Santander UK group at 31 December 2016 were audited by PwC LLP, 2015, 2014, 2013 and 2012 were audited by Deloitte LLP.

BALANCE SHEETS

    

2016(1)

US$m

   

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Assets

            

Cash and balances at central banks

   21,105    17,107    16,842    22,562    26,374    29,282 

Trading assets

   37,054    30,035    23,961    21,700    22,294    22,498 

Derivative financial instruments

   31,424    25,471    20,911    23,021    20,049    30,146 

Financial assets designated at fair value

   2,640    2,140    2,398    2,881    2,747    3,811 

Loans and advances to banks

   5,364    4,348    3,548    2,057    2,347    2,438 

Loans and advances to customers

   246,417    199,738    198,045    188,691    184,587    190,782 

Loans and receivables securities

   317    257    52    118    1,101    1,259 

Available for sale securities

   13,029    10,561    9,012    8,944    5,005    5,483 

Held-to-maturity investments(1)

   8,202    6,648    -    -    -    - 

Macro hedge of interest rate risk

   1,355    1,098    781    963    769    1,222 

Interests in other entities

   75    61    48    38    27    8 

Intangible assets

   2,857    2,316    2,231    2,187    2,335    2,325 

Property, plant and equipment

   1,839    1,491    1,597    1,624    1,521    1,541 

Current tax assets

   -    -    49    -    114    50 

Deferred tax assets

   -    -    -    -    16    34 

Retirement benefit assets

   491    398    556    315    118    254 

Other assets

   1,817    1,473    1,375    876    882    1,885 

Total assets

               373,986                303,142                281,406                275,977                270,286                293,018 

Liabilities

            

Deposits by banks

   12,052    9,769    8,278    8,214    8,696    9,935 

Deposits by customers

   218,577    177,172    164,074    153,606    147,167    149,037 

Trading liabilities

   19,196    15,560    12,722    15,333    21,278    21,109 

Derivative financial instruments

   28,502    23,103    21,508    22,732    18,863    28,861 

Financial liabilities designated at fair value

   3,010    2,440    2,016    2,848    3,407    4,002 

Debt securities in issue

   62,112    50,346    49,615    51,790    50,870    59,621 

Subordinated liabilities

   5,309    4,303    3,885    4,002    4,306    3,781 

Macro hedge of interest rate risk

   432    350    110    139    -    - 

Other liabilities

   3,542    2,871    2,335    2,302    1,883    2,526 

Provisions

   864    700    870    491    550    795 

Current tax liabilities

   67    54    1    69    4    4 

Deferred tax liabilities

   158    128    223    59    -    - 

Retirement benefit obligations

   323    262    110    199    672    305 

Total liabilities

   354,144    287,058    265,747    261,784    257,696    279,976 

Equity

            

Share capital and other equity instruments

   6,050    4,904    4,911    4,244    3,709    3,999 

Share premium

   6,933    5,620    5,620    5,620    5,620    5,620 

Retained earnings

   6,028    4,886    4,679    4,056    3,377    3,405 

Other reserves

   646    524    314    273    (116)    18 

Total shareholders’ equity

   19,657    15,934    15,524    14,193    12,590    13,042 

Non-controlling interests

   185    150    135    -    -    - 

Total equity

   19,842    16,084    15,659    14,193    12,590    13,042 

Total liabilities and equity

   373,986    303,142    281,406    275,977    270,286    293,018 
(1)In 2016, Santander UK plc purchased a portfolio of UK Government gilts which have been classified as held-to-maturity investments. For more information, see the Balance sheet review.

Santander UK plc    273


Annual Report 2016

Shareholder information

INCOME STATEMENTS

    

2016(1)

US$m

   

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Net interest income

   4,419    3,582    3,575    3,434    2,963    2,734 

Net fee and commission income

   950    770    715    739    758    861 

Net trading and other income

   547    443    283    297    308    1,088 

Total operating income

   5,916    4,795    4,573    4,470    4,029    4,683 

Operating expenses before impairment losses, provisions and charges

      (2,978)             (2,414)             (2,400)             (2,397)             (2,195)             (2,114) 

Impairment losses on loans and advances

   (83)    (67)    (66)    (258)    (475)    (988) 

Provisions for other liabilities and charges

   (490)    (397)    (762)    (416)    (250)    (429) 

Total operating impairment losses, provisions and charges

   (573)    (464)    (828)    (674)    (725)    (1,417) 

Profit from continuing operations before tax

   2,365    1,917    1,345    1,399    1,109    1,152 

Tax on profit from continuing operations

   (738)    (598)    (381)    (289)    (211)    (271) 

Profit from continuing operations after tax

   1,627    1,319    964    1,110    898    881 

(Loss)/profit from discontinued operations after tax

   -    -    -    -    (8)    62 

Profit after tax for the year

   1,627    1,319    964    1,110    890    943 

Attributable to:

            

Equity holders of the parent

   1,594    1,292    939    1,110    890    943 

Non-controlling interests

   33    27    25    -    -    - 
(1)Amounts stated in US dollars have been translated from sterling at the rate of £1.00 - US$1.2337, the noon buying rate on 31 December 2016.

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 24 February 2017 was US$1.25.

Calendar period  

High

            US$ Rate

   

Low

            US$ Rate

   

          Average (1)

US$ Rate

   

          Period-end

US$ Rate

 

Years ended 31 December:

        

2016

   1.48    1.22    1.34    1.23 

2015

   1.59    1.46    1.53    1.47 

2014

   1.72    1.55    1.65    1.56 

2013

   1.66    1.48    1.56    1.66 

2012

   1.63    1.53    1.59    1.63 

Months ended:

        

February 2017(2)

   1.26    1.24    1.25    1.25 

January 2017

   1.26    1.21    1.24    1.26 

December 2016

   1.27    1.22    1.25    1.23 

November 2016

   1.25    1.22    1.24    1.25 

October 2016

   1.28    1.22    1.23    1.22 

September 2016

   1.34    1.30    1.31    1.30 

August 2016

   1.33    1.29    1.31    1.31 
(1)The average of the noon buying rates on the last business day of each month during the relevant period.
(2)For February 2017, for the period from 1 February to 24 February.

SELECTED STATISTICAL INFORMATION

    

                    2016

%

   

                    2015

%

   

                    2014

%

   

                    2013

%

   

                    2012

%

 

Capital ratios:

          

CET1 capital ratio(1)

   11.6    11.6    11.9    n/a    n/a 

Total capital ratio

   18.5    18.2    17.9    n/a    n/a 

Equity to assets ratio(2)

   4.60    4.68    4.48    4.10    3.91 

Ratio of earnings to fixed charges:(3)

          

- Excluding interest on retail deposits

   292    218    208    172    165 

- Including interest on retail deposits

   166    143    142    126    125 

Profitability ratios:

          

Return on assets(4)

   0.44    0.34    0.40    0.30    0.31 

Return on ordinary shareholders’ equity(5)

   9.3    7.0    8.9    7.4    7.9 

Dividend payout ratio(6)

   46    51    44    48    48 
(1)Regulatory capital is calculated in accordance with the requirements of CRD IV, following the adoption of CRD IV with effect from 1 January 2014.
(2)Average ordinary shareholders’ equity divided by average total assets. Average balances are based on monthly data.
(3)For the purpose of calculating the ratios of earnings to fixed charges, earnings consist of profit from continuing operations before tax and before adjustment for non-controlling interests plus fixed charges. Fixed charges consist of interest expense, including the amortisation of discounts and premiums on debt securities in issue and related capitalised expenses and including or excluding interest on retail deposit as appropriate.
(4)Profit after tax divided by average total assets. Average balances are based on monthly data.
(5)Profit after tax divided by average ordinary shareholders’ equity.
(6)Ordinary equity dividends approved divided by profit after tax attributable to equity holders of the parent.

274    Santander UK plc


        RiskRisk elements inTaxation forArticles ofITRANYSEGlossaryContact andForm 20-F
        Factorsthe loan portfolioUS investorsAssociationother information

Other information for US investors

 

 

300     

276

Risk factors

299  Risk factorselements in the loan portfolio

 

  

 

302Taxation for US investors
321

303Articles of Association

304Iran Threat Reduction and Syria Human Rights Act (ITRA)

305New York Stock Exchange (NYSE) Corporate Governance

306Glossary

311  Contact and other information

 

  

 

322312  Subsidiaries, joint ventures and associates

325Glossary

330Forward-looking statements

331Selected financial dataCross-reference to Form 20-F

 

  

 

 

 

Santander UK plc    275


Annual Report 20152016

ShareholderOther information for US investors

 

 

 

Risk factors

An investment in Santander UK plc (the Company) and its subsidiaries (us, we, our or the Santander UK group) involves a number of risks, the material ones of which are set out below.

We rely on recruiting, retaining and developing appropriate senior management and skilled personnel

Our continued success depends in part on the continued service of key members of our management team. The ability to continue to attract, train, motivate and retain highly qualified and talented professionals is a key element of our strategy. The successful implementation of our growth strategy depends on the availability of skilled management, both at our head office and in each of our business units. If we or one of our business units or other functions fails to staff its operations appropriately, or loses one or more of its key senior executives and fails to replace them in a satisfactory and timely manner, our business, financial condition and results of operations, including control and operational risks, may be adversely affected.

In addition, the financial services industry has and may continue to experience more stringent regulation of employee compensation, which could have an adverse effect on our ability to hire or retain the most qualified employees. If we fail or are unable to attract and appropriately train, motivate and retain qualified professionals, our business may also be adversely affected.

We are vulnerable to disruptions and volatility in the global financial markets

Over the past eightnine years, financial systems worldwide have experienced difficult credit and liquidity conditions and disruptions leading to periods of reduced liquidity, greater volatility (such as volatility in spreads) and, in some cases, a lack of price transparency on interbank lending rates. Uncertainties remain concerning the outlook and the future economic environment, despite recent improvementsincluding in certain segments of the global economy, including the United Kingdom (the UK). There can be no assurance that economic conditions and in these segments will continue to improve or that the global economic condition as a whole will improve significantly or at all. Such economic uncertainties could have a negative impact on our business and results of operations. The acute economic risks in the eurozone are being addressed by on-going policy initiatives, and the prospects for many of the European economies are improving.Europe. Investors remain cautious and a slowing or failing of the economic recovery would likely aggravate the adverse effects of difficult economic and market conditions on us and on others in the financial services industry.

In particular, we may face, among others, the following risks related to any future economic downturn:

-Increased regulation of our industry. Compliance with such regulation will continue to increase our costs, may affect the pricing of our products and services, increase our conduct and regulatory risks related to non-compliance and limit our ability to pursue business opportunities

-Reduced demand for our products and services

-Inability of our borrowers to comply fully or in a timely manner with their existing obligations

-The process we use to estimate losses inherent in our credit exposure requires complex judgements, including forecasts of economic conditions and how such economic conditions may impair the ability of our borrowers to repay their loans

-The degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which may, in turn, impact the reliability of the process and the sufficiency of our loan loss allowances

-The value and liquidity of the portfolio of investment securities that we hold may be adversely affected

-Any worsening of the global economic conditions may delay the recovery of the international financial industry and impact our operating results, financial condition and prospects

-Adverse macroeconomic shocks may negatively impact the household income of our retail customers, which may adversely affect the recoverability of our retail loans, and result in increased loan losses.

Financial markets in the past twelve months have been affected by a series of political events, including the UK’s vote in June 2016 to leave the EU, which caused significant volatility in the global stock and foreign exchange markets (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’) and there has been an increase in anti-EU sentiment in other EU member states (EU Member States). Further, there is significant uncertainty as to the respective legal and regulatory environments in which we and our subsidiaries will operate going forward as a result of the UK’s vote to leave the European Union (EU). Such uncertainties have had, and may continue to have, a negative impact on macroeconomic conditions and our business, financial condition and results of operations, and there can be no assurance that the European and global economic environments will not continue to be affected by political developments, including elections in 2017 in key EU Member States (for more information, see the risk factor entitled ‘We may suffer adverse effects as a result of the political, economic and sovereign debt tensions in the eurozone’).

Continued or worsening disruption and volatility in the global financial markets could have a material adverse effect on us, including our ability to access capital and liquidity on financial terms acceptable to us, if at all. If capital markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits to attract more customers and we become unable to maintain certain liability maturities.customers. Any such increase in capital markets funding costs or deposit rates could have a material adverse effect on our interest margins, liquidity and profitability.profitability, particularly given the sustained low interest rate environment expected in the medium term following the UK’s vote to leave the EU.

If all or some of the foregoing risks were to materialise, this could have a material adverse effect on us.

Our operating results, financial condition and prospects may be materially impacted by economic conditions in the UK

Our business activities are concentrated in the UK andwhere we offer a range of banking and financial products and services to UK retail and corporate customers. As a consequence, our operating results, financial condition and prospects are significantly affected by the general economic conditions in the UK.

Our financial performance is intrinsically linked to the UK economy and the economic prosperity and confidence of consumers and businesses. The sustainability of the UK economic recovery, along with its concomitantassociated impacts on our profitability, remains a risk. Conversely, a strengthened UK economic performance may increase the possibility of a higher interest rate environment. In such a scenario, there is a risk that other market participants might offer more competitive product pricing resulting in increased customer attrition.

Adverse changes in EU and global growth may pose the risk of a further slowdown in the UK’s principal export markets which would have an adverse effect on the broader UK economy.

300  Santander UK plc


        RiskContact andSubsidiaries, joint venturesForward lookingSelected
        Factorsother informationand associatesGlossarystatements

financial data

In addition, adverse changes in the credit quality of our borrowers and counterparties or a general deterioration in UK, EU or global economic conditions could reduce the recoverability and value of our assets and require an increase in our level of provisions for bad and doubtful debts. Likewise, a significant reduction in the demand for our products and services could negatively impact our business and financial condition.performance. UK economic conditions and uncertainties may have an adverse effect on the quality of our loan portfolio and may result in a rise in delinquency and default rates. There can be no assurance that we will not have to increase our provisions for loan losses in the future as a result of increases in non-performing loans and/or for other reasons beyond our control. Material increases in our provisions for loan losses and write-offs/charge-offs could have an adverse effect on our operating results, financial condition and prospects. The UK government has taken measures to address the rising and high level of national debt, including reducing its borrowing and public spending cuts. Credit quality could be adversely affected by a renewed increase in unemployment. Any related significant reduction in the demand for our products and services could have a material adverse effect on our operating results, financial condition and prospects.

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Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us

Any significant changesOn 23 June 2016, the UK held a non-binding referendum (the UK EU Referendum) on its membership in the EU, in which a majority voted for the UK public policy environment could have an impact on our business. Theto leave the EU. Immediately following the result, the UK government has committedand global stock and foreign exchange markets commenced a period of significant volatility, including a steep devaluation of the pound sterling, in addition to hold a referendum onwhich there is now continuing uncertainty relating to the process, timing and negotiation of the UK’s membership ofexit from, and future relationship with, the European Union (EU)EU.

On 2 October 2016, the UK Prime Minister announced that her government would commence the exit process by the end of 2016. FutureMarch 2017. The UK Supreme Court ruled on 24 January 2017 that commencement of the exit process must be approved by the UK Parliament. On 1 February 2017, the House of Commons voted to give the Prime Minister the power to notify under Article 50(2) of the Treaty on European Union, the UK’s intention to withdraw from the EU. Once the exit process is triggered, a two year period of negotiation will begin to determine the new terms of the UK’s relationship with the EU, after which period its EU membership will cease. These negotiations are expected to run in parallel to standalone bilateral negotiations with the numerous individual countries and multilateral counterparties with which the UK currently has trading arrangements by virtue of its membership of the EU. The timing of, and process for, such negotiations and the resulting terms of the UK’s future economic, trading and legal relationships are uncertain.

While the longer term effects of the UK EU Referendum are difficult to predict, these are likely to include further financial instability and slower economic growth as well as higher unemployment and inflation, in the UK, continental Europe and the global economy, at least in the short to medium term. For instance, the UK could lose access to the single EU market and to the global trade deals negotiated by the EU on behalf of its members and this could affect the attractiveness of the UK as a global investment centre and, as a result, could have a detrimental impact on UK growth. Potential further decreases in interest rates by the Bank of England or sustained low or negative interest rates would put further pressure on our interest margins and adversely affect our profitability and prospects.

The UK EU Referendum has also given rise to calls for certain regions within the UK to preserve their place in the EU by separating from the UK, as well as the potential for other EU Member States to consider withdrawal. For example, the outcome of the UK EU Referendum was not supported by the majority of voters in Scotland, who voted in favour of remaining in the EU. This has revived the political debate on a second referendum on Scottish independence. These developments, or the perception that any of them could occur, may have a material adverse effect on economic conditions and the stability of financial markets, and could significantly reduce market liquidity and restrict the ability of key market participants to operate in certain financial markets (for more information, see the risk factor entitled ‘We are vulnerable to disruptions and volatility in the global financial markets”).

Asset valuations, currency exchange rates and credit ratings may be particularly subject to increased market volatility. The major credit rating agencies have downgraded and changed their outlook to negative on the UK’s sovereign credit rating following the UK EU Referendum. In addition, S&P Global Ratings and Moody’s Investors Service affirmed the long-term credit ratings and changed the ratings outlooks of the operating companies of most major UK banks because of the medium term impact of political and market uncertainty (for more information, see the risk factor entitled ‘An adverse movement in our external credit rating would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations’).

In addition, we are subject to substantial EU-derived regulation and oversight. There is now significant uncertainty as to the respective legal and regulatory environments in which we and our subsidiaries will operate when the UK is no longer a member of the EU, causing potentially divergent national laws and regulations across Europe should EU laws be replaced, in whole or in part, by UK laws on the same (or substantially similar) issues. For example, we are in the process of implementing a number of key restructuring and strategic initiatives, such as the ring-fencing of our retail banking activities, all of which will be carried out throughout this period of significant uncertainty. This may impact the prospects for successful execution and impose additional pressure on management (for more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’). Operationally, we and other financial institutions may no longer be able to rely on the European passporting framework for financial services and could be required to apply for authorisation in multiple EU jurisdictions, the costs, timing and viability of which is uncertain. This uncertainty, and any actions taken as a result of this uncertainty, as well as new or amended rules, may have a significant impact on our operations, profitability and business. In addition, the lack of clarity of the impact of the UK EU Referendum on foreign nationals’ long-term residency permissions in the UK may make it challenging for us to retain and recruit adequate staff, which may adversely impact our business.

The UK political developments including but not limited todescribed above, along with any further changes in government structure and policies, could affectmay lead to further market volatility and changes to the fiscal, monetary and regulatory landscape in which we operate and could have a negative adverse effect on our financing availability and terms and, more generally, on our business, financial condition and results of operation.

We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations

Supervision and new regulation

As a financial services group, we are subject to extensive financial services laws, regulations, administrative actions and policies in the UK, the EU and each other location in which we operate, including in the US. As well as being subject to UK regulation, as part of the Banco Santander group, we are also impacted through regulation by the Banco de España (the Bank of Spain) and, at a corporate level, by the European Central Bank (ECB). The laws, regulations and policies to which we are subject may be changed at any time. In addition, the interpretation and the application of those laws, regulations and policies by regulators are also subject to change. Extensive legislation and implementing regulations affecting the financial services industry have recently been adopted in regions that directly or indirectly affect our business, including Spain, the US, the EU, Latin America and other jurisdictions.

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The manner in which financial services laws, regulations and policies are applied to the operations of financial institutions is still evolving. Moreover, to the extent these laws, regulations and policies are implemented inconsistently in the UK, we may face higher compliance costs. Any legislative or regulatory actions and any required changes to our business operations resulting from such laws, regulations and policies as well as any deficiencies in our compliance with such laws, regulations and policies, could result in significant loss of revenue, limit our ability to pursue business opportunities in which we might otherwise consider engaging and limit our ability to provide certain products and services. They may also affect the value of assets that we hold, requiring us to increase our prices and therefore reduce demand for our financing availabilityproducts, impose additional compliance and terms. Consequentlyother costs on us or otherwise adversely affect our businesses. Accordingly, there can be no assurance that future changes in laws, regulations and policies or in their interpretation or application will not adversely affect us.

During recent periods of market turmoil, there have been unprecedented levels of government and regulatory intervention and scrutiny, and changes to the regulations governing financial institutions and the conduct of business. 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. This intensive approach to supervision is maintained by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA).

Recent proposals and measures taken by governmental, tax and regulatory authorities and further future changes in supervision and regulation (in particular in the UK), which are beyond our control, could materially affect our business, the value of assets and operations and result in significant increases in operational costs. Products and services offered by us could also be affected. Changes in UK legislation and regulation to address the stability of the financial sector may also affect our competitive position, particularly if such changes are implemented before international consensus is reached on key issues affecting the industry. Although we work closely with our regulators and continually monitor the situation, future changes in law, regulation, fiscal or other policies can be unpredictable and are beyond our control. 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 our business.

Banking Reform

On 18 December 2013, the Financial Services (Banking Reform) Act (the Banking Reform Act) was enacted. The Banking Reform Act implements the recommendations of the Independent Commission on Banking (ICB) and of the Parliamentary Commission on Banking Standards. Among other things, the Banking Reform Act establishes a ring-fencing framework under the Financial Services and Markets Act 2000 (FSMA) pursuant to which UK banking groups that hold significant retail deposits are required to separate their retail banking activities from their wholesale banking activities by 1 January 2019, establishes a new Payment Systems Regulator (the PSR) and amends the Banking Act 2009 (the Banking Act) to include a bail-in stabilisation power forming part of the special resolution regime (for more information, see the risk factor entitled ‘Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue’).

On 7 July 2016, the PRA published a policy statement (PS20/16) entitled ‘The implementation of ring-fencing: prudential requirements, intragroup arrangements and use of financial market infrastructures’ containing final ring-fencing rules ahead of the implementation date for ring-fencing on 1 January 2019. The PRA expects firms to finalise their ring-fencing plans and highlight any changes as a result of the policy statement to the PRA. The PRA will keep the policy under review to assess whether changes may be required as a result of any regulatory change following the UK’s exit from the EU.

Finally, the Banking Reform Act introduced a new form of transfer scheme, the ring-fencing transfer scheme, under Part VII of FSMA to enable UK banks to implement the ring-fencing requirements. This is a court process that requires (i) the PRA to approve the scheme (in consultation with the FCA); (ii) the appropriate regulatory authority in respect of each transferee to provide a certificate of adequate financial resources in relation to that transferee; and (iii) an independent expert (approved by the PRA, after consultation with the FCA) to provide a scheme report stating whether any adverse effect on persons affected by the scheme is likely to be greater than is reasonably necessary to achieve the ring-fencing purposes of the scheme. The PRA published its final statement of policy on its approach to ring-fencing transfer schemes on 4 March 2016.

The Santander UK group is subject to the ring-fencing requirement under the Banking Reform Act and, as a consequence, the Santander UK group will need to separate its core activities from its prohibited activities. The Santander UK group continues to work closely with regulators on developing its business and operating model to comply with the ring-fencing requirements. In light of the changeable macro-environment, the board of the Company concluded that we could provide greater certainty for our customers with a ‘wide’ ring-fence structure, rather than the ‘narrow’ ring-fence structure originally envisaged as this will also allow us to maintain longer term flexibility. Under this revised model Santander UK plc, the ring-fenced bank, will serve our retail, commercial and corporate customers. Abbey National Treasury Services plc will no longer constitute the non-ring fenced bank and its activities will be revised as part of the new ring-fenced model. We intend to complete the implementation of our ring-fence plans well in advance of the legislative deadline of 1 January 2019. The ring-fencing model that the Santander UK group ultimately implements will depend on a number of factors including economic conditions in the UK and globally and will entail a legal and organisational restructuring of the Santander UK group’s businesses and operations, including transfers of customers and transactions through a ring-fencing transfer scheme. In light of the scale and complexity of this process, the operational and execution risks for the Santander UK group may be material. This restructuring and migration of customers and transactions could have a material impact on how the Santander UK group conducts its business. The Santander UK group is unable to predict with certainty the attitudes and reaction of its customers.

The restructuring of the Santander UK group’s business pursuant to the developing ring-fencing regime will take a substantial amount of time and cost to implement, the separation process and the structural changes which may be required could have a material adverse effect on its business, operating results, financial condition, profitability and prospects.

EU fiscal and banking union

The European banking union is expected to be achieved through new harmonized banking rules (in a single rulebook) and a new institutional framework with stronger systems for both banking supervision and resolution that will be managed at a European level. Its two main pillars are the Single Supervisory Mechanism (SSM) and the Single Resolution Mechanism (SRM).

The SSM (comprising both the ECB and the national competent authorities) is designed to assist in making the banking sector more transparent, unified and safer. On 4 November 2014, the ECB fully assumed its new supervisory responsibilities within the SSM, in particular direct supervision of 127 significant banks (at 2 December 2016) in the eurozone, including Banco Santander SA.

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Regulation (EU) No. 806/2014 of the European Parliament and the Council of the EU (the SRM Regulation) became effective from 1 January 2015 and establishes uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of the SRM and Single Resolution Fund (SRF). The new Single Resolution Board (SRB), which is the central decision-making body of the SRM fully assumed its resolution powers on 1 January 2016. The SRB is responsible for managing the SRF.

Further, regulations adopted towards achieving a banking and/or fiscal union in the EU and decisions adopted by the ECB in its capacity as Banco Santander SA’s main supervisory authority may have a material impact on our business, financial condition and results of operations and may be impacted by the terms of the UK’s exit from the EU (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’).

European structural reform

On 29 January 2014, the European Commission (Commission) published proposals on structural measures to improve the resilience of EU credit institutions which included potential separation of certain trading activities from retail banking activities and a ban on proprietary trading. The proposal currently contemplates that EU Member States that have already implemented ring-fencing legislation may apply for a derogation from the separation of trading activities provisions included in the proposals if they can satisfy the Commission that such local legislation meets the objectives and requirements set out in the EU proposal. However, the European Parliament and Council are also considering a version of the proposal without the derogation provision. Notwithstanding the possible derogation referred to above, the adoption of this proposal in its current, or in an amended, form may require further changes to our structure and business although as a result of the UK EU Referendum, there is ongoing uncertainty regarding the continuing relevance of EU regulations and reforms in the UK (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’).

Other regulatory reforms adopted or proposed in the wake of the financial crisis

On 16 August 2012, the EU regulation on over-the-counter (OTC) derivatives, central counterparties and trade repositories, referred to as the European Market Infrastructure Regulation (EMIR) came into force. EMIR introduced a number of requirements, including clearing obligations for certain classes of OTC derivatives, margin requirements for non-centrally cleared derivatives and various reporting and disclosure obligations. Certain details remain to be clarified in the further binding technical standards to be adopted by the Commission, which creates some uncertainty as to the final impact on us, however, the implementation of EMIR has already led and may yet lead to changes which may negatively impact our profit margins, require us to adjust our business practices or increase our costs (including compliance costs).

The revised and re-enacted Markets in Financial Instruments legislation (MiFID) replaces the existing MiFID framework and comprises the Directive 2014/65 of the European Parliament and of the Council, of 15 May 2014 and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID2) and the Regulation 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No 648/2012 (MiFIR). The substantive provisions of MiFID will be applicable on 3 January 2018 and will introduce an obligation to trade certain classes of OTC derivative contracts on trading venues. Certain details remain to be clarified in further binding technical standards to be adopted by the Commission. Although the full impact of MiFID2 and MiFIR on us is not yet known, MiFID2 and MiFIR may lead to changes which negatively impact our profit margins, require it to adjust its business practices or increase its costs (including compliance costs).

US regulation

In the US, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) enacted in 2010, has been implemented in part and continues to be implemented by various US federal regulatory agencies. The Dodd-Frank Act, among other things, imposes a new regulatory framework on swap transactions, including swaps of the sort that we enter into, requires regulators to adopt new rules governing the retention of credit risk by securitisers or originators of securitisations and significantly expands the coverage and scope of regulations that limit affiliate transactions within a banking organisation. Over 2012-2015, the US Commodity Futures Trading Commission (the CFTC) and the US Prudential Regulators adopted a host of new regulations for swaps markets, including swap dealer registration, business conduct, mandatory clearing, exchange trading and margin regulations. Most of these regulations are either already effective or will come into effect in 2017. Abbey National Treasury Services plc, which became provisionally registered as a swap dealer with the CFTC on 4 November 2013, is currently subject to these regulations for its US facing swaps activities. These rules have already increased and could continue to increase the costs associated with our swaps business. In addition, certain cross-border regulatory conflicts could adversely affect the profitability of our swaps business by reducing the range of counterparties with which we can trade effectively.

In October 2014, US regulators adopted a joint final rule requiring sponsors of asset-backed securitisation transactions, which would include the Company in relation to its residential mortgage-backed securities programmes, to retain 5% of the credit risk of the assets subject to the securitisation. The rule permits sponsors to satisfy the risk retention requirement through the acquisition and retention of either 5% (measured by fair value) of the most subordinated interest in the securitisation, or 5% (measured by nominal value) of each tranche of interests issued by the securitisation, or some combination of the two. The rule also permits certain exceptions and methods of compliance in respect of specific types of asset-backed securities transactions. The final rule took effect for residential mortgage-backed securities transactions on 24 December 2015, and on 24 December 2016 for other securitisation transactions.

Within the Dodd-Frank Act, the so-called Volcker Rule prohibits ‘banking entities’, including the Santander UK group, from engaging in certain forms of proprietary trading or from sponsoring or investing in certain covered funds, in each case subject to certain exemptions, including exemptions permitting foreign banking entities to engage in trading and fund activities that take place solely outside of the US. The final rules contain exclusions and certain exemptions for market-making, hedging, underwriting, trading in US government and agency obligations as well as certain foreign government obligations, trading solely outside the US, and also permit ownership interests in certain types of funds to be retained. On 10 December 2013, the US bank regulators issued final regulations implementing the Volcker Rule, and the Federal Reserve also issued an order extending the conformance period for all banking entities until 21 July 2015. On 7 July 2016 the US Federal Reserve announced an additional extension of the conformance period that would give banking entities until 21 July 2017 to conform investments in and relationships with covered funds and certain foreign funds that may be subject to the Volcker Rule and that were in place prior to 31 December 2013, and additional extensions may be possible. Banking entities must bring their activities and investments into compliance with the requirements of the Volcker Rule by the end of the applicable conformance period. We have assessed how the final rules implementing the Volcker Rule affect our businesses and have adopted the necessary measures to bring our activities into compliance with the rules.

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Each of these aspects of the Dodd-Frank Act, as well as the changes in the US banking regulations, and increased uncertainty surrounding future changes, may directly and indirectly impact various aspects of our business. The full spectrum of risks that the Dodd-Frank Act, including the Volcker Rule, pose to us is not yet known, however, such risks could be material and we could be materially and adversely affected by them.

Competition

In the UK and elsewhere, there is continuing political, competitive and regulatory scrutiny of the banking industry. Political involvement in the regulatory process, in the behaviour and governance of the UK banking sector and in the major financial institutions in which the UK Government has a direct financial interest is likely to continue. Under the Enterprise Regulatory Reform Act 2013 the Office of Fair Trading (OFT) and the Competition Commission were replaced by the Competition and Markets Authority (CMA) on 1 April 2014. The CMA is now the UK’s main competition authority responsible for ensuring that competition and markets work well for consumers. In addition, under the Banking Reform Act, as of 1 April 2015, the FCA has the power to enforce against breaches of the Competition Act 1998 and to refer markets to the CMA for in-depth investigation in the areas of financial services in the UK. As of 1 April 2015, the PSR also has an objective and powers equivalent to those of the FCA to promote competition in the payments industry.

Following a market study and review, the CMA undertook a market investigation into competition in the personal current account and SME retail banking markets. The CMA published its final report on 9 August 2016, which identified features of the markets for the supply of personal current accounts, business current accounts and SME lending that, in combination, are having an adverse effect on competition. The CMA has decided on a comprehensive package of remedies including, among other things, the introduction of requirements to prompt customers to review the services that they receive from their bank at certain trigger points and to promote customer awareness of account switching. The remedial measures will be implemented by orders, undertakings to be given by Bacs, and further work by the FCA and HM Treasury. This will include further work on overdraft charges by the FCA, which remains under political scrutiny.

In addition, the FCA and PSR have recently undertaken, and are currently undertaking, a number of competition related studies and reviews across a number of our businesses. Intervention as a result of these studies and reviews, in addition to regulatory reforms, investigations and court cases affecting the UK financial services industry, could have an adverse effect on our operating results, financial condition and prospects, or our relations with our customers and potential customers.

Financial Crime

There are a number of EU and UK proposals and measures targeted at preventing financial crime (including anti-money laundering (AML) and countering the financing of terrorism (CTF) provisions) which are expected to come into effect in 2017 and 2018.

As part of the EU’s revision of its AML / CTF rules, Directive (EU) No 2015 / 849 (the Fourth EU Money Laundering Directive) and Regulation (EU) No 847 / 2015 (the EU Wire Transfer Regulation) will come into effect on 26 June 2017. The Fourth EU Money Laundering Directive replaces existing Directive (EC) No 60 / 2005 and significantly expands the existing AML / CTF regime applicable to financial institutions by, among other things:

-Increasing the customer due diligence checks required for particular transactions
-Introducing a requirement to take appropriate steps to identify and assess the risks of money laundering and terrorist financing and to have in place policies, controls and procedures to mitigate and manage those risks effectively
-Having EU Member States hold beneficial ownership details on a central register for entities incorporated within their territory
-Applying the UK’s AML / CTF requirements to the branches and majority-owned subsidiaries of financial institutions that are located in non-EEA countries with less strict regimes.

The UK Government has consulted on its implementation of the Fourth EU Money Laundering Directive into national law and the amendments needed to the Persons with Significant Control regime and draft regulations are expected to be published in early 2017 for further consultation before the final rules are issued. However, the EU legislature is currently considering making further amendments to the new directive.

The EU Wire Transfer Regulation replaces the existing Regulation (EC) No 1781 / 2006. This regulation will apply to all transfers of funds in any currency which are sent or received by a payment service provider (PSP) or an intermediary PSP established in the EU, subject to certain exceptions for low-risk and low-value payments. The payer’s PSP is required to ensure that any transfer of funds is accompanied by the identification information prescribed in the regulation and must verify the accuracy of this information from a reliable and independent source. Obligations are also imposed on the payee’s PSP to implement effective procedures to detect whether the information about the payer or payee in the messaging or payment and settlement system is incomplete and to take a risk-based approach to determining whether to execute, reject or suspend a transfer of funds with missing information.

The current draft of the UK Policing and Crime Bill 2015-16 to 2016-17 contains several measures to strengthen the enforcement of financial sanctions including enhanced criminal penalties and the power to impose monetary penalties for breaches of financial sanctions, deferred prosecution agreements and serious crime prevention orders for such breaches and the power to temporarily implement UN financial sanctions in the absence of EU implementing measures. The bill is expected to come into effect in 2017.

The UK Immigration Act 2016 requires banks to conduct immigration checks on their current account holders and report any persons unlawfully present in the UK to the Home Office. The Home Office may require the bank to close the accounts of such individuals as soon as reasonably practicable. The regulations implementing these changes are expected to be published in 2017.

Finally, HM Revenue & Customs has published draft legislation introducing a new offence which will be committed by a corporation which fails to prevent the criminal facilitation of tax evasion by its associated persons (which includes its employees, agents and other persons who perform services for or on behalf of it) regardless of whether the tax is owed in the UK or another country. There is a defence where the corporation has put in place reasonable prevention procedures to prevent its associated persons from facilitating tax evasion or where it is unreasonable to expect such procedures. If an offence is committed, unlimited financial penalties or ancillary orders could be imposed. This new offence forms part of the UK Criminal Finances Bill 2016 / 2017 which is currently being considered by the UK Parliament. This bill amends the UK Proceeds of Crime Act 2002 and will, if passed, contain a further range of provisions targeted at improving the UK Government’s ability to tackle money laundering and corruption, recover the proceeds of crime and counter terrorist financing and will enable the sharing of information between the private sector and enforcement agencies.

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The implementation of the foregoing measures (whether in their current form or as amended) will materially increase our regulatory and compliance burden, particularly if the time frame for implementation is short. The proposed changes will require substantial amendments to our AML / CTF procedures and policies. The changes could adversely impact our business by increasing our operational and compliance costs and reducing the value of our assets and operations. Where the changes have extra-territorial effect, there may be difficulties in ensuring the compliance of entities over which we do not have full control or where the UK rules do not align easily with the local requirements. There is always a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant administrative, regulatory and criminal sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.

EU General Data Protection Regulation

The EU General Data Protection Regulation (the GDPR) will have direct effect in all EU Member States from 25 May 2018 and will replace current EU data privacy laws. Although a number of basic existing principles will remain the same, the GDPR introduces new obligations on data controllers and rights for data subjects, including, among others:

-Accountability and transparency requirements, which will require data controllers to demonstrate and record compliance with the GDPR and to provide more detailed information to data subjects regarding processing
-Enhanced data consent requirements, which includes “explicit” consent in relation to the processing of sensitive data
-Obligations to consider data privacy as any new products or services are developed and limit the amount of information collected, processed, stored and its accessibility
-Constraints on using data to profile data subjects
-Providing data subjects with personal data in a useable format on request and erasing personal data in certain circumstances
-Reporting of breaches without undue delay (72 hours where feasible)

The GDPR also introduces new fines and penalties for a breach of requirements, including fines for serious breaches of up to the higher of 4% of annual worldwide turnover or20m and fines of up to the higher of 2% of annual worldwide turnover or10m (whichever is highest) for other specified infringements. The GDPR identifies a list of points to consider when imposing fines (including the nature, gravity and duration of the infringement).

The implementation of the GDPR will require substantial amendments to our procedures and policies. The changes could adversely impact our business by increasing our operational and compliance costs. Further, there is a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant administrative and monetary sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.

Further reforms to the mortgage lending market could require significant implementation costs or changes to our business strategy

The FCA Mortgage Market Review (MMR), which came into force on 26 April 2014, required us to implement a number of material changes to our mortgages sales process, including in respect of the terms of provision of advice in nearly all scenarios and significantly enhanced affordability assessment and evidencing. The new rules also permitted interest-only loans. The FCA continues to assess firms’ implementation of the rules introduced as a result of the MMR and commenced a review of responsible lending practices in April 2015. The FCA published the results of its responsible lending review in May 2016. In December 2016, the FCA published terms of reference for a market study into competition in the mortgages sector, which will focus on consumers’ ability to make effective decisions and whether commercial arrangements between lenders, brokers and other players lead to conflicts of interest or misaligned incentives to the detriment of consumers. The FCA aims to publish its interim report setting out its preliminary conclusions and any proposed solutions to address any concerns identified in summer 2017, with the final report due in early 2018. There can be no assurance that we will not be required to make any future changes to our mortgage lending business, whether as a result of the MMR or other mortgage lending reforms, and that such changes would not materially and adversely affect us.

We are exposed to risk of loss from legal and regulatory proceedings

We face various issues that may give rise to risk of loss from legal and regulatory proceedings. These issues could include inappropriately dealing with potential conflicts of interest or failing to comply with legal and regulatory requirements and could result in claims against us or subject us to regulatory enforcement actions, fines and/or penalties. The current regulatory environment, with its increased supervisory focus and associated enforcement activity, combined with uncertainty about the evolution of the regulatory regime, may lead to material operational and compliance costs. These include the risk that:

-The Bank of England (BoE), the PRA and the FCA, HM Treasury, HM Revenue & Customs (HMRC), the CMA, the Commission, the Information Commissioner’s Office, the Financial Ombudsman Service (FOS), the PSR or the courts, may determine that certain aspects of our business have not been or are not being conducted in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the FOS’s opinion
-Given the new concurrent competition enforcement powers for the FCA and PSR, there is an increased focus on competition law in financial services which may increase the likelihood of competition law inquiries or investigations
-The alleged misselling of financial products, such as Payment Protection Insurance (PPI), including as a result of having sales practices and/or rewards structures that are deemed to have been inappropriate, results in enforcement action (including fines) or requires us to amend sales processes, withdraw products or provide restitution to affected customers, all of which may require additional provisions to be recorded in our financial statements and could adversely impact future revenues from affected products
-We hold bank accounts for entities that might be or are subject to scrutiny from various regulators, including the UK’s Serious Fraud Office and regulators in the US and elsewhere. We are not currently subject to any investigation as a result of any such scrutiny, but cannot exclude the possibility of our conduct being reviewed as part of any such investigation
-We may be liable for damages to third parties harmed by the conduct of our business. For competition law, there are efforts by governments across Europe to promote private enforcement as a means of obtaining redress for harm suffered as a result of competition law breaches. Consequently, since 1 October 2015 under the Consumer Rights Act class actions may be used to allow the claims of a whole class of claimants into a single action in both follow-on and standalone competition cases.

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We are from time to time subject to certain claims and party to certain legal proceedings brought by private individuals or regulators in the normal course of our business, including in connection with our lending activities, relationships with our employees and other commercial or tax matters. These can be adversely impactedbrought against us under UK regulatory processes or in the UK courts, or under regulatory processes in other jurisdictions, such as the EU and the US, where some Santander UK group entities operate. In view of the inherent difficulty of predicting the outcome of legal matters and regulatory actions, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories, involve a large number of parties or are in the early stages of discovery, we cannot state with confidence what the eventual outcome of these pending matters will be or what the eventual loss, fines and/or penalties related to each pending matter may be and these pending matters are not disclosed by name because they are under assessment. We believe that we have made adequate provisions related to these various claims and legal proceedings where we are reasonably able to estimate them. These provisions are reviewed periodically. However, in light of the uncertainties involved in such claims and proceedings, there can be no assurance that the ultimate resolution of these matters will not exceed the provisions currently accrued by us. As a result, the outcome of a particular matter may be material to our operating results for a particular period, depending upon, among other factors, the size of the loss or liability imposed and our level of income for that period.

The FCA carries out regular and frequent firm-specific and thematic reviews of the conduct of business by financial institutions including banks. An adverse finding by a regulator could result in the need for extensive changes in systems and controls, business policies, and practices coupled with suspension of sales, withdrawal of services, customer redress, fines and reputational damage.

Failure to manage the foregoing risks adequately could have a material adverse effect on our reputation, operating results, financial condition and prospects.

Potential intervention by the FCA, the PRA, the CMA or an overseas regulator may occur, particularly in response to customer complaints

The PRA and the FCA continue to have an outcome-focused regulatory approach. This involves proactive intervention, investigation and enforcement, and punitive penalties for infringement. As a result, we and other PRA-authorised or FCA-authorised firms continue to face increased regulatory scrutiny (resulting in increasing costs including supervision fees), and in the event of a breach of relevant law or regulation, we are likely to face stringent penalties.

The developing legal and regulatory regime in which we operate requires us to be compliant across all aspects of our business, including the training, authorisation and supervision of personnel, systems, processes and documentation. If we fail to be compliant with relevant law or regulation, there is a risk of an adverse impact on our business from more proactive regulatory intervention (including by any overseas regulator which establishes jurisdiction), investigation and enforcement activity leading to sanctions, fines or other action imposed by or agreed with the regulatory authorities, as well as increased costs associated with responding to regulatory inquiries and defending regulatory actions. Customers of financial services institutions, including our customers, may seek redress if they consider that they have suffered loss for example as a result.result of the misselling of a particular product, or through incorrect application of the terms and conditions of a particular product or in connection with a competition law infringement.

In particular, the FCA has operational objectives to protect consumers and to promote competition, and it is taking an interventionist approach in its increasing scrutiny of product terms and conditions and monitoring compliance with competition law. FSMA (as amended by the FS Act) gives the FCA the power to make temporary product intervention rules either to improve a firm’s systems and controls in relation to product design, product management and implementation, or to address problems identified with products which may potentially cause significant detriment to consumers because of certain product features or firms’ flawed governance and distribution strategies. Such rules may prevent firms from entering into product agreements with consumers until such problems have been rectified. Since April 2015 the FCA (and the PSR) also has concurrent competition law enforcement powers. This is in addition to the CMA, the UK’s main competition authority, and the Commission which continue to have jurisdiction, respectively, to enforce competition law infringements in the UK or which have an effect on trade between EU Member States. Following a report by the National Audit Office, the CMA has stated it will seek to shift its focus toward enforcement of competition law breaches. As a result, the UK financial services sector now operates in an environment of heightened competition law scrutiny. Under the Financial Services Act 2010, the FCA also has the power to impose its own customer redress scheme on authorised firms, including us, if it considers that consumers have suffered loss or damage as a consequence of a regulatory failing, including misselling.

In recent years there has been FCA focus on the misselling of PPI. In November 2015, the FCA issued a consultation paper (CP15/39) outlining its proposed approach to PPI in light of the 2014 decision of the Supreme Court in Plevin v Paragon Personal Finance Ltd (Plevin) and its proposal to set a two year deadline for PPI claims. In Plevin, the Supreme Court ruled that a failure to disclose a large commission payment on a single premium PPI policy sold in connection with a secured personal loan made the relationship between the lender and the borrower unfair under section 140A of the Consumer Credit Act 1974. We applied our interpretation of the proposed rules and guidance in CP15/39 to our assumptions, and made a £450m provision charge in December 2015, notwithstanding the ongoing nature of the consultation. New legislation was introduced in 2015 which has the effect of restricting the corporation tax deductibility for a large proportion of this cost (for more information see the risk factor entitled ‘Changes in taxes and other assessments may adversely affect us’). In August 2016, the FCA issued feedback on CP15/39 and commenced a further consultation on amendments to the proposed rules and guidance set out in CP15/39, addressing (among other things) the inclusion of profit share in the FCA’s proposed approach to the assessment of fairness and redress and the extension of the deadline for making PPI-related complaints to the end of June 2019. On 9 December 2016, the FCA announced that it was carefully considering the issues raised by the consultation and would make a further announcement in the first quarter of 2017. It is not clear what impact the delay in the FCA’s response will have on the overall timetable for implementation of the new rules and guidance and the two year deadline. In 2016, we made additional provision charges of £30m for a specific portfolio under a past business review and £114m for future PPI related claims costs and Plevin profit share arising from our interpretation of the August 2016 consultation feedback. We continue to consider the impact of proposed amendments on our PPI complaint liabilities, although it is not possible to determine at this time the nature or extent of that impact.

The ultimate financial impact on us of the claims arising from PPI complaints is still uncertain and will depend on a number of factors, including the impact of the Supreme Court’s decision in Plevin, the nature and content of the FCA’s final rules and/or guidance arising from CP15/39, changes to FOS’ approach to handling customer complaints (if any), the rate at which new complaints arise, the length of any complaints, the content and quality of the complaints (including the availability of supporting evidence) and the average uphold rates and redress costs. We can make no assurance that expenses associated with PPI complaints will not exceed the provisions made relating to these claims. More generally, we can make no assurance that estimates for potential liabilities, based on the key assumptions used, are correct, and the reserves taken as a result may prove inadequate. If additional expenses that exceed provisions for PPI liabilities or other provisions were to be incurred, these expenses could have a material adverse effect on our operating results, financial condition and prospects.

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For further information about the provisions for PPI complaint liabilities and other conduct remediation, see Note 33 to the Consolidated Financial Statements. The above may be relevant to any future industry-wide misselling or other infringement that could affect our businesses. Any such issues may lead from time to time to: (i) significant costs or liabilities; and (ii) changes in the practices of such businesses which benefit customers at a cost to shareholders. Decisions taken by the FOS (or any equivalent overseas regulator that has jurisdiction) could, if applied to a wider class or grouping of customers, have a material adverse effect on our operating results, financial condition and prospects.

The Financial Services and Markets Act 2000 (Designated Consumer Bodies) Order 2013 (the Designated Consumer Bodies Order) was made on 16 December 2013 and came into force on 1 January 2014. The Designated Consumer Bodies Order designates the National Association of Citizens Advice Bureaux, the Consumers’ Association, the General Consumer Council for Northern Ireland and the National Federation of Self Employed and Small Businesses as consumer bodies that may submit a ‘super-complaint’ to the FCA. A ‘super-complaint’ is a complaint made by any of these designated consumer bodies to the FCA on behalf of consumers of financial services where it considers that a feature, or a combination of features, of the market for financial services in the UK is seriously damaging the interests of these customers. Complaints about damage to the interests of individual consumers will continue to be dealt with by the FOS. If a ‘super-complaint’ were to be made against a Santander UK group entity by a designated consumer body under the Designated Consumer Bodies Order, any response published or action taken by the FCA could have a material adverse effect on our operating results, financial condition and prospects.

Given the (i) requirement for compliance with an increasing volume of relevant law and regulation; (ii) more proactive regulatory intervention and enforcement and more punitive sanctions and penalties for infringement; (iii) inherent unpredictability of litigation; and (iv) evolution of the jurisdiction of FOS and related impacts, it is possible that related costs or liabilities could have a material adverse effect on our operating results, financial condition and prospects.

The Banking Act may adversely affect our business

The special resolution regime set out in the Banking Act provides HM Treasury, the BoE, the PRA and the FCA (and their successor bodies) with a variety of powers for dealing with UK deposit taking institutions (and, in certain circumstances, their holding companies) 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. In addition, pursuant to amendments made to the Banking Act, which came into force on 1 August 2014, provision has been made for various tools to be used in respect of a wider range of UK entities, including investment firms and certain banking group companies, provided that certain conditions are met.

If an instrument or order were made under the Banking Act in respect of the Company or another Santander UK group entity, such instrument or order (as the case may be) may, among other things: (i) result in a compulsory transfer of shares or other securities or property of the Company or such other entity; (ii) impact on the rights of the holders of shares or other securities in the Company or such other entity or result in the nullification or modification of the terms and conditions of such shares or securities; or (iii) result in the de-listing of the shares and/or other securities of the Company or such other entity in the Santander UK group. In addition, such an order may affect matters in respect of the Company or such other entity and/or other aspects of the shares or other securities of the Company or such other entity in the Santander UK group, which may negatively affect the ability of the Company or such other entity to meet its obligations in respect of such shares or securities.

Further, amendments to the Insolvency Act 1986 and secondary legislation have introduced changes to the treatment and ranking of certain debts with the result that certain eligible deposits will rank in priority to the claims of ordinary (i.e. non-preferred) unsecured creditors in the event of an insolvency. This may negatively affect the ability of the Company or another Santander UK group entity to meet its obligations in respect of its unsecured creditors in an insolvency scenario.

Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue

The Banking Reform Act as of 31 December 2014 amended the Banking Act to introduce a UK ‘bail-in power’. On 6 May 2014, the Council adopted the EU Bank Recovery and Resolution Directive (BRRD), which contains a similar bail-in power and requires EU Member States to provide resolution authorities with the power to write down the claims of unsecured creditors of a failing institution and to convert unsecured claims to equity (subject to certain parameters). The UK Government decided to implement the BRRD bail-in power from 1 January 2015. The new PRA and FCA rules and supervisory statements took effect from 19 January 2015, with the exception of the rules that require a contractual clause recognising bail-in powers in foreign law liabilities. These rules were phased in, with the first phase, which applies to debt instruments, having commenced on 19 February 2015. The second phase, which applies to all other relevant liabilities commenced on 1 January 2016.

The UK bail-in power is an additional power available to the UK resolution authorities under the special resolution regime provided for in the Banking Act to enable them to recapitalise a failed institution by allocating losses to such institution’s shareholders and unsecured creditors, subject to the rights of such shareholders and unsecured creditors to be compensated under a bail-in compensation order, which is based on the principle that such creditors should receive no less favourable treatment than they would have received had the bank entered into insolvency immediately before the coming into effect of the bail-in power. The bail-in power includes the power to cancel or write down (in whole or in part) certain liabilities or to modify the terms of certain contracts for the purposes of reducing or deferring the liabilities of a relevant institution under resolution and the power to convert certain liabilities into shares (or other instruments of ownership) of the relevant institution. The conditions for use of the UK bail-in power are generally that (i) the regulator determines the relevant institution is failing or likely to fail; (ii) it is not reasonably likely that any other action can be taken to avoid such relevant institution’s failure; and (iii) the relevant UK resolution authority determines that it is in the public interest to exercise the bail-in power. Certain liabilities are excluded from the scope of the bail-in powers, including liabilities to the extent that they are secured.

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According to the Banking Act, as well as similar principles in the BRRD, the relevant UK resolution authority should have regard to the insolvency treatment principles when exercising the UK bail-in power. The insolvency treatment principles are that (i) the exercise of the UK bail-in power should be consistent with treating all liabilities of the bank in accordance with the priority that they would enjoy on a liquidation; and (ii) any creditors who would have equal priority on a liquidation should bear losses on an equal footing with each other. HM Treasury may, by order, specify further matters or principles to which the relevant UK resolution authority must have regard when exercising the UK bail-in power. These principles may be specified in addition to, or instead of the insolvency treatment principles. If the relevant UK resolution authority departs from the insolvency treatment principles when exercising the UK bail-in power, it must report to the Chancellor of the Exchequer stating the reasons for its departure.

The bail-in power under the Banking Act and the BRRD may potentially be exercised in respect of any unsecured debt securities issued by a financial institution under resolution or by a relevant member of the Santander UK group, regardless of when they were issued. Accordingly, the bail-in power under the Banking Act and the BRRD could be exercised in respect of our debt securities. We expect that public financial support would only be used as a last resort after having assessed and exploited, to the maximum extent practicable, the resolution tools including the bail-in tool, and the occurrence of circumstances in which bail-in powers would need to be exercised in respect of us would likely have a negative impact on our business.

The BRRD also contains a mandatory write down power which requires EU Member States to grant powers to resolution authorities to recapitalise institutions and/or their EEA parent holding companies that are in severe financial difficulty or at the point of non-viability by permanently writing down Tier 1 and Tier 2 capital instruments issued by such institutions and/or their EEA parent holding companies, or converting those capital instruments into shares (or other instruments of ownership). The mandatory write down provision has been implemented in the UK through the Banking Act. Before taking any form of resolution action or applying any resolution power set out in the BRRD, the UK resolution authorities have the power (and are obliged when specified conditions are determined to have been met) to write down, or convert Tier 1 and Tier 2 capital instruments issued by the relevant institution into CET1 capital instruments before, or simultaneously with, the entry into resolution of the relevant entity. These measures could be applied to certain of our debt securities. The occurrence of circumstances in which write down powers would need to be exercised in respect of us would be likely to have a negative impact on our business.

In contrast to the creditor protections afforded in the event of the bail-in powers being exercised, holders of capital instruments will not be entitled to the ‘no creditor worse off’ protections under the Banking Act in the event that their capital instruments are written down or converted to equity under the mandatory write-down tool (unless the mandatory write-down tool were to be used alongside a bail-in). Furthermore, in circumstances where capital instruments are converted into equity securities by application of the mandatory write-down tool, those equity securities may be subjected to the bail-in powers in resolution, resulting in their cancellation, significant dilution or transfer away from the investors therein. Lastly, the BRRD provides for resolution authorities to have the power to require institutions and groups to make structural changes to ensure legal and operational separation of ‘critical functions’ from other functions where necessary, or to require institutions to limit or cease existing or proposed activities in certain circumstances. As a result of changes to the PRA Rulebook made to implement the BRRD, the Company is now required to identify such ‘critical functions’ as part of its resolution and recovery planning. If used in respect of us, these ex ante powers could have a negative impact on our business.

We are subject to regulatory capital and leverage requirements that could limit our operations, and changes to these requirements may further limit and adversely affect our operating results, financial condition and prospects

We are subject to capital adequacy requirements applicable to banks and banking groups under directly applicable EU legislation and as adopted by the Prudential Regulation Authority (PRA) of the Bank of England (BoE).PRA. We are required to maintain a minimum ratio of Common Equity Tier 1 (CET 1)(CET1) capital to risk-weighted assets, Tier 1 capital to risk-weighted assets, total capital to risk-weighted assets and Tier 1 capital to total adjusted assets for leverage monitoring purposes. Any failure by us to maintain such ratios above prescribed regulatory minimum levels may result in administrative actions or sanctions; thesesanctions. These could potentially include requirements on us to cease all or certain lines of new business, to raise new capital resources or, in certain circumstances, a requirement for our existing capital instruments (potentially including our debt securities) to be subjected to bail-in or write down (For(for more information, see the Riskrisk factor entitled ‘Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue’).

The Capital Requirements Directive IV (CRD IV Directive) and the Capital Requirements Regulation (CRD IV(CRR Regulation and together with the CRD IV Directive, CRD IV) legislative package implemented the changes preparedproposed by the Basel Committee on Banking Supervision (the Basel Committee) to the capital adequacy framework, known as ‘Basel III’ in the EU. The CRD IVCRR Regulation is directly applicable in each member state of the EU (each a Member State)State and does not therefore require national implementing measures, whilst the CRD IV Directive has been implemented by EU Member States thoughthrough national legislative processes. CRD IV was published in the Official Journal on 27 June 2013 and came into effect on 1 January 2014, with particular requirements expected to be fully effective by 2019. CRD IV substantially reflects the Basel III capital and liquidity standards and facilitates the applicable implementation timeframes. On 19 December 2013, the PRA published the initial version of its rules and supervisory statements associated with the implementation of CRD IV, which cover prudential rules for banks, building societies and investment firms. Certain issues, however, continue to be clarified in further bindingBinding technical standards to be adopted by the European Commission (Commission), which creates some uncertainty as to the final level of capital requirements which will apply underhave also impacted CRD IV.IV requirements.

Under the ‘Pillar 2’ framework, the PRA requires the capital resources of UK banks to be maintained at levels which exceed the base capital requirements prescribed by CRD IV and to cover relevant risks in their business. In addition, a series of capital buffers hashave been established under CRD IV and PRA rules to ensure a bank can withstand a period of stress. These buffers, which must be met by CET 1CET1 capital, include the counter-cyclicalcountercyclical capital buffer, sectoral capital requirements, a PRA buffer and the capital conservation buffer. The total size of the capital buffers will be informed by the results of the annual concurrent UK stress testing exercises undertaken by the PRA.exercises. The BoE’s approach to stress testing the UK banking system was outlined in October 2015. The BoE is aiming to develop an approach that is explicitly countercyclical, with the severity of the stress test and the associated regulatory capital buffers varying systematically with the state of the financial cycle. Furthermore, the framework is aiming to support a continued improvement in UK banks’ risk management and capital planning capabilities, and the BoE expects participating UK banks to demonstrate sustained improvements in their capabilities over time. The PRA can take action if a bank fails to meet the required capital ratio hurdle rates in the stress testing exercise, and the banks which fail to do so will be required to take action to strengthen their capital position over an appropriate timeframe. If a bank does not meet expectations in its risk management and capital planning capabilities in the stress testing exercise, this may inform the setting of its capital buffers. Though the results of the PRA’s 20152016 stress test did not impact on the level of capital that we are required to hold, the PRA could, in the future, as a result of stress testing exercises (both in the UK and EU wide) and as part of the exercise of UK macro-prudential capital regulation tools, or through supervisory actions (beyond the changes described below), require UK banks and banking groups, including us, to increase our/their capital resources further.

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The Financial Services Act 2012 (the FS Act) empowers the Financial Policy Committee of the BoE (FPC), which is a sub-committee of the Court of Directors of the BoE, to give directions to the PRA and the Financial Conduct Authority (FCA)FCA so as to ensure implementation of macroprudential measures intended to manage systemic risk. TheFor the UK, the FPC sets the counter-cyclicalcountercyclical capital buffer rate for the UK on a quarterly basis. At its most recent meeting in November 2015,September 2016, the FPC announced that the counter-cyclicalcountercyclical capital buffer rate would remain at 0%. until at least June 2017.

The Financial ServicesFS Act 2012also provides the FPC with certain other macro-prudential tools for the management of systemic risk. Since 6 April 2015, these tools have included powers of direction relating to leverage ratios. In July 2015, the FPC made certain directions to the PRA in relation to the leverage ratio. In December 2015, the PRA issued a policy statement setting out how it would implement the FPC’s direction and recommendations on the leverage ratio. Since 1 January 2016, all major UK banks and banking groups (including us) have been required to hold enough Tier 1 capital (75% of which must be CET 1CET1 capital) to satisfy a minimum leverage requirement of 3% and enough CET 1CET1 capital to satisfy a countercyclical leverage ratio buffer of 35% of each bank’s institution-specific counter-cyclicalcountercyclical capital buffer rate. The FPC also directed the PRA to require UK globally systemically important banks (G-SIBs) and domestically systemically important banks, building societies and PRA-regulated investment firms (including us) to hold enough CET 1CET1 capital to meet a supplementary leverage ratio buffer of 35% of the institution-specific G-SIB buffer rate or Systemic Risk Buffer (SRB) for domestically systemically important banks. The supplementary leverage ratio buffer was implemented on 1 January 2016, in line with the G-SIB buffer rate imposed by the Financial Stability Board (FSB), with the SRB to be applicable from 1 January 2019. The FPC finalised and published its SRB framework on 25 May 2016. Systemic importance is measured using the total assets of ring-fenced bank sub-groups in scope of the SRB, with higher SRB rates applicable as total assets increase. In December 2016, the PRA published its statement of policy on the SRB relevant to ring-fenced bodies. The PRA will review its statement of policy in 2018, following the review of the FPC’s SRB framework. The FPC can also direct the PRA to adjust capital requirements in relation to particular sectors through the imposition of sectoral capital requirements. Action taken in the future by the FPC in exercise of any of its powers could result in the regulatory capital requirements applied to us being increased.

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Regulators in the UK and worldwide have also proposed that additional loss absorbency requirements should be applied to systemically important institutions to ensure that there is sufficient loss absorbing and recapitalisation capacity available in resolution. The BRRD requires that EU Bank Recovery and Resolution Directive (BRRD) requires Member States to ensure that EU banks meet a Minimum Requirement for Eligible Liabilities (MREL). The BRRD was transposed into UK law in January 2015, with the provisions on MREL taking effect from 1 January 2016. On 11 December 2015, the BoE published a consultation paper on its proposed statement of policy on its approach to setting MREL. The PRA also published a consultation paper and a draft supervisory statement on the relationship between MREL and capital and leverage buffers. On 9 November 2015, the FSB also published its final Total Loss-Absorbing Capital (TLAC) standards for G-SIBs. The BoE has indicated that it will set MREL on a case-by-case basis, and that it intends to set MREL for G-SIBs as necessary to implement the TLAC standard. The BoE has also indicated that it intends to set consolidated MREL in 2016 no higher than institutions’ current regulatory minimum capital requirements and consequently there should be no immediate change in regulatory requirements for loss absorbency capacity. For most institutions, the BoE proposes to set a final MREL conformance date of 1 January 2020, although it expects UK G-SIBs to meet the interim TLAC minimum requirement by 1 January 2019. The deadline forIn November 2016, the BoE published its responses to the consultation papersand the PRA published a statement of policy in relation to MREL. A key change to the BoE’s policy on MREL is 11 March 2016. The final impact of TLAC andthat firms will now be required to meet the interim MREL requirements is not yet known as this will depend onby 1 January 2020 and to meet full MREL requirements by 1 January 2022. The BoE expects to conduct a review of its general approach to calibrating MREL and to set the way in which our regulators choose to implement these requirements.final transition date by the end of 2020.

In addition, since 31 December 2014, the PRA has had the power under the Financial Services and Markets Act 2000 (FSMA)FSMA to make rules requiring a parent undertaking of a bank to make arrangements to facilitate the exercise of resolution powers, including a power to require a group to issue debt instruments. Such powers could have an impact on the liquidity of our debt instruments and could materially increase our cost of funding.

Since 1 January 2014, we have also been subject to certain recovery and resolution planning requirements (popularly known as ‘living wills’) for banks and other financial institutions as set out in the PRA Rulebook. These requirements were updated in January 2015 to implement the recovery and resolution framework under the BRRD. The updated requirements impose more regular and detailed reporting obligations, including the requirement to submit recovery plans and resolution packs to the PRA and to keep them up to date.

In addition to the above, regulators in the UK and worldwide have produced a range of proposals for future legislative and regulatory changes which could force us to comply with certain operational restrictions or take steps to raise further capital, or could increase our expenses, or otherwise adversely affect our operating results, financial condition and prospects. These changes, which could affect the Santander UK group as a whole, include the EU implementation of the Basel Committee on Banking Standards’ (BCBS)Committee’s new market risk framework, which will take effect in 2019 and includesreflects rules made as a result of the BCBS’Basel Committee’s fundamental review of the trading book. The new market riskOther proposed changes to the capital framework includes:include:

-Revisions to the standardised approach to credit risk (Standardised Approach) to address certain weaknesses in the Standardised Approach identified by the Basel Committee
-Additional constraints on the use of internal model approaches for credit risk
-The development of the Standardised ApproachApproach-based floor on modelled credit risk capital requirements.

The BCBSBasel Committee has also announced proposals to revise the advanced measurement approach for operational risk and plans to finalise the calibration and design of the leverage ratio byin 2017. The Basel Committee’s consultation paper on proposed revisions to the end ofleverage ratio framework closed on 6 July 2016.

TheseThe foregoing measures could have a material adverse effect on our operating results, and consequently, on our business, financial condition and prospects. There is a risk that changes to the UK’s capital adequacy regime (including any increase to minimum leverage ratios) may result in increased minimum capital requirements, which could reduce available capital for business purposes and thereby adversely affect our cost of funding, profitability and ability to pay dividends, continue organic growth (including increased lending), or pursue acquisitions or other strategic opportunities (alternatively we could restructure our balance sheet to reduce the capital charges incurred pursuant to the PRA’s rules in relation to the assets held, or raise additional capital but at increased cost and subject to prevailing market conditions). In addition, changes to the eligibility criteria for Tier 1 and Tier 2 capital may affect our ability to raise Tier 1 and Tier 2 capital and impact the recognition of existing Tier 1 and Tier 2 capital resources in the calculation of our capital position. Furthermore increased capital requirements may negatively affect our return on equity and other financial performance indicators.

Our business could be affected if our capital is not managed effectively or if these measures limit our ability to manage our balance sheet and capital resources effectively or to access funding on commercially acceptable terms. Effective management of our capital position is important to our ability to operate our business, to continue to grow organically and to pursue our business strategy. For more on our capital position and capital management, see ‘Risk review - Capital risk’ on pages 129106 to 138.

We are subject to liquidity requirements that could limit our operations, and changes to these requirements may further limit and adversely affect our operating results, financial condition and prospects

As from 1 April 2013, the PRA, an independent subsidiary of the BoE, took over the responsibility for micro-prudential regulation of banks and certain other financial institutions from the Financial Services Authority (FSA). Before the implementation of CRD IV, the PRA operated its own liquidity rules based on the following elements:

-Principles of self-sufficiency and adequacy of liquidity resources
-Enhanced systems and control requirements
-Quantitative requirements, including Individual Liquidity Adequacy Standards, coupled with a narrow definition of liquid assets
-Frequent regulatory reporting.

Under CRD IV, banks are required to meet two new liquidity standards, comprising the Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR) metrics, which are aimed to promote:

-The short-term resilience of banks’ liquidity risk profiles by ensuring they have sufficient high-quality liquid assets to survive a significant stress scenario
-A longer-term resilience by creating incentives for banks to fund their activities with more stable sources of funding on an on-going basis.

In June 2015, the PRA issued its policy statement on the transfer of the liquidity regime to the CRD IV standard, confirming that the existing regime under BIPRU 12 would cease to apply with effect from 1 October 2015, although certain of the BIPRU requirements are reflected in the new regime.

LCR

The LCR is intended to ensure that a bank maintains an adequate level of unencumbered, high quality liquid assets which can be used to offset the net cash outflows the bank could encounter under a short-term significant liquidity stress scenario. The LCR was introduced in the UK on 1 October 2015. The PRA has opted to impose higher liquidity coverage requirements than the minimum required by CRD IV during the phase-in period to 1 January 2018. The current minimum requirement for UK banks is set at 80%, rising to 90% on 1 January 2017 and 100% on 1 January 2018. We currently meet the minimum requirements set by the PRA, however there can be no assurance that future changes to the applicable liquidity requirements would not have an adverse effect on our financial condition, results of operations and prospects.109.

 

 

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NSFR

In October 2014, the Basel Committee published its final standard of the NSFR which will take effect on 1 January 2018. The NSFR is defined as the amount of available stable funding relative to the amount of required stable funding. Banks are expected to hold an NSFR of at least 100% on an on-going basis and report its NSFR at least quarterly. Ahead of its planned implementation on 1 January 2018, the NSFR will remain subject to an observation period.

There is a risk that implementing and maintaining existing and new liquidity requirements, such as through enhanced liquidity risk management systems, may incur significant costs, and more stringent requirements to hold liquid assets may materially affect our lending business as more funds may be required to acquire or maintain a liquidity buffer, thereby reducing future profitability. This could in turn adversely impact our operating results, financial condition and prospects.

Exposure to UK Government debt could have a material adverse effect on us

Like many other UK banks, we invest in debt securities of the UK Government largely for liquidity purposes. As of 31 December 2015, approximately 1% of our total assets and 18% of our securities portfolio were comprised of debt securities issued by the UK Government. Any failure by the UK Government to make timely payments under the terms of these securities, or a significant decrease in their market value, will have a material adverse effect on us.

We may suffer adverse effects as a result of the economic and sovereign debt tensions in the eurozone

Conditions in the capital markets and the economy generally in the eurozone, which, although improving recently, continue to show signs of fragility and volatility. Interest rate differentials among eurozone countries are affecting government finance and borrowing rates in those economies. This could have a material adverse effect on our operating results, financial condition and prospects.

The European Central Bank (ECB) and European Council have taken actions with the aim of reducing the risk of contagion in the eurozone and beyond and improving economic and financial stability. These included the creation of the Open Market Transaction facility of the ECB and the decision by eurozone governments to progress towards the creation of a banking union. In January 2015, the ECB announced an extensive quantitative easing scheme. The scheme comprises a60bn-a-month bond-buying programme across the eurozone, such programme to last until at least September 2016, with a potential for extension if inflation in the eurozone does not meet the ECB target of 2%. In December 2015, the ECB announced that it was extending its quantitative easing scheme until at least March 2017. Notwithstanding these measures, a significant number of financial institutions throughout Europe have substantial exposures to sovereign debt issued by eurozone (and other) nations, which are under financial stress. Should any of those nations default on their debt, or experience a significant widening of credit spreads, major financial institutions and banking systems throughout Europe could be destabilised, resulting in the further spread of the recent economic crisis.

The high cost of capital for some European governments impacted the wholesale markets in the UK, which resulted in an increase in the cost of retail funding and greater competition in the savings market. In the absence of a permanent resolution of the eurozone crisis, conditions could deteriorate.

Although we conduct the majority of our business in the UK, we have direct and indirect exposure to financial and economic conditions throughout the eurozone economies (as market instability surrounding Greece’s membership of the eurozone demonstrated in the earlier part of 2015). While concerns relating to sovereign defaults or a partial or complete break-up of the European Monetary Union, including potential accompanying redenomination risks and uncertainties, seemed to have abated during 2014, such concerns resurfaced to some extent in the earlier part of 2015 with the election of a new government in Greece. For further description of our country risk exposures, including eurozone and peripheral eurozone exposures and redenomination risk, see ‘Risk review – Country risk exposure’ on pages 154 to 159. In addition, general financial and economic conditions in the UK, which directly affect our operating results, financial condition and prospects, may deteriorate as a result of conditions in the eurozone.

We are exposed to risks faced by other financial institutions

We routinely transact with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual funds, hedge funds and other institutional clients. Defaults by, and even rumours or questions about the solvency of certain financial institutions and the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by other institutions. Many of the routine transactions we enter into expose us to significant credit risk in the event of default by one of our significant counterparties. A default by a significant financial counterparty, or liquidity problems in the financial services industry generally, could have a material adverse effect on us.

Liquidity and funding risks are inherent in our business and could have a material adverse effect on us

Liquidity risk is the risk that we, although solvent, either do not have available sufficient financial resources to meet our 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 we implement 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. AdverseContinued constraints in the supply of liquidity, including inter-bank lending, which arose between 2009 and 2013, materially and adversely affected the cost of funding our business, and extremebusiness. There can be no assurance that such constraints will not reoccur. Extreme liquidity constraints may affect our operations and our ability to fulfil regulatory liquidity requirements, as well as limit growth possibilities. There can be no assurance that such constraints will not reoccur.

Disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us.

Annual Report 2015

Shareholder information

Our cost of obtaining funding is directly related to prevailing market interest rates and to our credit spreads. IncreasesChanges in interest rates and our credit spreads can significantly increase the cost of our funding. Changes in our credit spreads are market-driven,funding and changes may be influenced by market perceptions of our creditworthiness. Changes to interest rates and our credit spreads occur continuously and may be unpredictable and highly volatile.

If wholesale markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits, with a view to attracting more customers, and/or to sell assets, potentially at depressed prices. The persistence or worsening of these adverse market conditions or an increase in base interest rates could have a material adverse effect on our ability to access liquidity and cost of funding (whether directly or indirectly).

CentralIn response to the financial crisis, central banks around the world, including the US Federal Reserve Bank and the ECB, made coordinated efforts to increase liquidity in the financial markets in response to the financial crisis and put in place additional facilities, and tookby taking measures such as increasing the amounts they lend directly to financial institutions, lowering interest rates and ensuring that currency swaps markets remain liquid. It remains uncertain for how long such measures will remain in place and to what extent they may be added to in the light of economic developments. For example, in January 2015,In addition to the BoE Base Rate cut on 4 August 2016, the Bank of England announced a quantitative easing programme to purchase £70bn of assets, comprising £10bn of corporate bonds and £60bn of gilts. In December 2016 the ECB announced an extensiveextension to their quantitative easing scheme. The scheme comprised a60bn-a-month bond-buying programme acrossuntil the eurozone, such programme to last until at least September 2016,end of 2017, albeit with a potential for extension if inflation in the eurozone does not meet the ECB targetscaled down monthly volume of 2%purchases from April 2017 of60bn (from80bn). In December 2015, the ECB announced that it was extending its quantitative easing scheme until at least March 2017. If these current facilities were rapidly removed or significantly reduced, this could have an adverse effect on our ability to access liquidity and on our funding costs. In the United States (US), the Federal Reserve increased its policyshort-term interest rate by 25 basis points in December 2015.2016 and is forecasting three further interest rate increases in 2017.

In October 2013, the BoE updated its Sterling Monetary Framework to provide more transparent liquidity insurance support in exceptional circumstances. The Indexed Long-Term Repo Facility will now be available to support regular bank requirements for liquidity while the Discount Window Facility has been reinforced as support for banks experiencing idiosyncratic stress. The Collateralised Term Repo Facility will be made available to support markets in the event of a market wide liquidity stress.

Further, on 4 August 2016, the Bank of England announced the Term Funding Scheme (TFS), which allows participants to borrow central bank reserves in exchange for eligible collateral. The BoEdrawdown period under the TFS will run from 19 September 2016 to 28 February 2018. The TFS is being made available to banks and HM Treasury announced changesbuilding societies that are participants in the Bank of England’s Sterling Monetary Framework and signed up to the terms ofDiscount Window Facility. At 31 December 2016, we had drawn £4.5bn under the TFS. In addition to the TFS, we participated in the Funding for Lending Scheme (FLS) on 28 November 2013 to re-focus its incentives in the revised scheme towards supporting business lending in 2014. The FLS extension allowed participants to draw from the scheme from February 2014 until January 2015, but household lending in 2014 no longer generated any additional borrowing allowances as it did in the initial scheme. Instead, additional allowances only reflected lending to businesses in 2014. Any initial borrowing allowances in the FLS extension already earned by household and business lending in 2013 were unaffected. The BoE and HM Treasury announced a second extension of the FLS on 2 December 2014, allowing participants to borrow from the FLS until January 2016 and a third extension on 30 November 2015 allowing participants to borrow from the FLS until January 2018. However, under the latest extension current participants cannot generate additional drawing allowances from their lending beyond the end of 2015; the extension is therefore only in relation to the drawdown window. As at. At 31 December 2015,2016, we had drawn £2.2bn£3.2bn of UK treasury bills under the FLS.

The availability of the BoE facilities described above for UK financial institutions, to the extent that they provide us with access to cheaper and more attractive funding than other sources, reduces our reliance on retail and/or wholesale markets. To the extent that we make use of BoEfacilities,these BoE facilities, any significant reduction or withdrawal of those facilities would increase our funding costs.

Each of the factors described above: theabove (the persistence or worsening of adverse market conditions, and the lack of availability, or withdrawal, of such central bank schemes or an increase in base interest rates,rates) could have a material adverse effect on our liquidity and the cost of funding (whether directly or indirectly).

WeFurther, we aim for a funding structure that is consistent with our assets, avoids excessive reliance on short termshort-term wholesale funding, attracts enduring commercial deposits and provides diversification in products and tenor. We therefore rely, and will continue to rely, on commercial deposits to fund a significant proportion of lending activities. The ongoing availability of this type of funding is sensitive to a variety of factors outside our control, such as general economic conditions and the confidence of commercial depositors in the economy, in general and in the financial services industry, and the availability and extent of deposit guarantees, as well as competition between banks for deposits or competition with other products, such as mutual funds. A change in any of these factors could significantly increase the amount of commercial deposit withdrawals in a short period of time, thereby reducing our ability to access commercial deposit funding on appropriate terms, or at all, in the future.

We anticipate that our customers will continue to make deposits (particularly demand deposits and short-term time deposits), and we intend to maintain our emphasis on the use of banking deposits as a source of funds. The short-term nature of some deposits could cause liquidity problems for us in the future if deposits are not made in the volumes we expect or are not renewed. If a substantial number of our depositors withdraw their demand deposits or do not roll over their time deposits upon maturity, we may be materially and adversely affected. For additional information about our liquidity position and other liquidity matters, including the policies and procedures we use to manage our liquidity risks, see ‘Risk review – Liquidity risk’ on pages 11190 to 128.105.

A sudden or unexpected shortage of funds in the banking system could threaten the stability of the banking system and lead to increased funding costs, a reduction in the term of funding instruments or require us to liquidate certain assets. If these circumstances were to arise, this could have a material adverse effect on our operating results, financial condition and prospects.

We are subject to liquidity requirements that could limit our operations, and changes to these requirements may further limit and adversely affect our operating results, financial condition and prospects

The PRA has responsibility for the micro-prudential regulation of banks and certain other financial institutions. In June 2015, the PRA issued its policy statement on the transfer of the liquidity regime to the CRD IV standard, confirming that the existing regime under BIPRU 12 would cease to apply with effect from 1 October 2015, although certain of the BIPRU requirements are reflected in the new regime.

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Under CRD IV, banks are, or under transitional measures will be, required to meet two new liquidity standards, consisting of the Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR) metrics, which are aimed to promote:

-The short-term resilience of banks’ liquidity risk profiles by ensuring they have sufficient high-quality liquid assets to survive a significant stress scenario
-A longer-term resilience by creating incentives for banks to fund their activities with more stable sources of funding on an ongoing basis.

LCR

The LCR is intended to ensure that a bank maintains an adequate level of unencumbered, high quality liquid assets which can be used to offset the net cash outflows the bank could encounter under a short-term significant liquidity stress scenario. The LCR was introduced in the UK on 1 October 2015. The PRA has opted to impose higher liquidity coverage requirements than the minimum required by CRD IV during the phase-in period to 1 January 2018. The current minimum requirement for UK banks is set at 90% from 1 January 2017 and rising to 100% from 1 January 2018. Our current liquidity position is in excess of the minimum requirements set by the PRA, however there can be no assurance that future changes to the applicable liquidity requirements would not have an adverse effect on our financial performance.

NSFR

In October 2014, the Basel Committee published its final standard of the NSFR which will take effect on 1 January 2018. The NSFR is defined as the amount of available stable funding relative to the amount of required stable funding. Banks are expected to hold an NSFR of at least 100% on an ongoing basis and report its NSFR at least quarterly. Ahead of its planned implementation on 1 January 2018, the NSFR will remain subject to an observation period.

There is a risk that implementing and maintaining existing and new liquidity requirements, such as through enhanced liquidity risk management systems, may incur significant costs, and more stringent requirements to hold liquid assets may materially affect our lending business as more funds may be required to acquire or maintain a liquidity buffer, thereby reducing future profitability. This could in turn adversely impact our operating results, financial condition and prospects.

Exposure to UK Government debt could have a material adverse effect on us

Like many other UK banks, we invest in debt securities of the UK Government largely for liquidity purposes. At 31 December 2016, approximately 1% of our total assets and 35% of our securities portfolio were comprised of debt securities issued by the UK Government. Any failure by the UK Government to make timely payments under the terms of these securities, or a significant decrease in their market value, will have a material adverse effect on us.

We may suffer adverse effects as a result of the political, economic and sovereign debt tensions in the eurozone

Conditions in the capital markets and the economy generally in the eurozone continue to show signs of fragility and volatility, with political tensions in Europe being particularly heightened in the past twelve months. In addition, interest rate differentials among eurozone countries are affecting government finance and borrowing rates in those economies. These factors could have a material adverse effect on our operating results, financial condition and prospects.

The UK EU Referendum caused significant volatility in the global stock and foreign exchange markets (for more information, see the risk factors entitled ‘We are vulnerable to disruptions and volatility in the global financial markets’ and ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’). It may have also encouraged anti-EU and populist parties in other EU Member States, raising the potential for other countries to seek to conduct referenda with respect to their continuing membership of the EU. On 4 December 2016, voters in Italy rejected constitutional reform proposals put forward by the Italian Prime Minister by way of referendum, which was generally regarded as portraying an anti-EU sentiment (the Italian Referendum). Following the results of the UK EU Referendum and the Italian Referendum, the risk of further instability in the eurozone cannot be excluded, particularly in Germany, France and the Netherlands, which are due to hold elections in 2017.

In the past, the ECB and European Council have taken actions with the aim of reducing the risk of contagion in the eurozone and beyond and improving economic and financial stability. Notwithstanding these measures, a significant number of financial institutions throughout Europe have substantial exposures to sovereign debt issued by eurozone (and other) nations, which may be under financial stress. Should any of those nations default on their debt, or experience a significant widening of credit spreads, major financial institutions and banking systems throughout Europe could be adversely affected, with wider possible adverse consequences for global financial market conditions.

The high cost of capital for some European governments impacted the wholesale markets in the UK, which resulted in an increase in the cost of retail funding and greater competition in the savings market. In the absence of a permanent resolution to issues that may contribute to adverse conditions in the eurozone, conditions could deteriorate.

Although we conduct the majority of our business in the UK, we have direct and indirect exposure to financial and economic conditions throughout the eurozone economies, including as a result of Banco Santander SA, and other affiliates being situated in the eurozone. Concerns relating to sovereign defaults or a partial or complete break-up of the European Monetary Union, including potential accompanying redenomination risks and uncertainties, have significantly increased in light of the political and economic factors mentioned above. For a further description of our country risk exposures, including eurozone and peripheral eurozone exposures and redenomination risk, see ‘Risk review – Country risk exposures’ on pages 127 to 128. In addition, general financial and economic conditions in the UK, which directly affect our operating results, financial condition and prospects, may deteriorate as a result of conditions in the eurozone.

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Other information for US investors

We are exposed to risks faced by other financial institutions

We routinely transact with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual funds, hedge funds and other institutional clients. Defaults by, and even rumours or questions about the solvency of certain financial institutions and the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by other institutions. Many of the routine transactions we enter into expose us to significant credit risk in the event of default by one of our significant counterparties. A default by a significant financial counterparty, or liquidity problems in the financial services industry generally, could have a material adverse effect on us.

An adverse movement in our external credit rating would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations

Credit ratings can in some instances affect the cost and other terms upon which we are able to obtain funding. Credit rating agencies regularly evaluate us, and their credit ratings of our institution and our debt in issue are based on a number of factors, including our financial strength, the financial strength of Banco Santander SA, and that of the UK economy and conditions affecting the financial services industry generally.

Any downgrade in the external credit ratings assigned to us or any of our debt securities could have an adverse impact on us. In particular, such downgrade in our credit ratings could increase our borrowing costs and could require us to post additional collateral or take other actions under some of our derivative contracts, and could limit our access to capital markets and adversely affect our commercial business. For example, a credit rating downgrade could adversely affect our ability to sell or market certain of our products, engage in certain longer-term transactions and derivatives transactions and retain our customers, particularly customers who need a minimum rating threshold in order to invest.

In addition, under the terms of certain of our derivative contracts and other financial commitments, we may be required to maintain a minimum credit rating or otherwise our counterparties may be able to terminate such contracts.contracts or require the posting of collateral. Any of these results of a credit rating downgrade could, in turn, reduce our liquidity and have an adverse effect on us, including our operating results, financial condition and prospects. For example, we estimate that as at 31 December 2015,2016, if Fitch, Moody’s and Standard & Poor’s were concurrently to downgrade ourthe long-term credit ratings of Santander UK plc by one notch, and thereby trigger a short-term credit rating downgrade, this could result in an outflow of £4.6bn of cash and collateral. A hypothetical two notch downgrade would result in a further outflow of £0.3bn£0.4bn of cash and collateral.collateral at 31 December 2016. These outflow requirements are however captured under the LCR regime.

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However, while certain potential impacts are contractual and quantifiable, the full consequences of a credit rating downgrade are inherently uncertain, as they depend upon numerous dynamic, complex and inter-related factors and assumptions, including market conditions at the time of any downgrade, whether any downgrade of a firm’s long-term credit rating precipitates downgrades to its short-term credit rating, and assumptions about the potential behaviours of various customers, investors and counterparties. Actual outflows could be higher or lower than this hypothetical example, depending upon certain factors including any management or restructuring actions that could be taken to reduce cash outflows and the potential liquidity impact from a loss of unsecured funding (such as from money market funds) or loss of secured funding capacity.

Although unsecured and secured funding stresses are included in our stress testing scenarios and a portion of our total liquid assets is held against these risks, it is still the case that a credit rating downgrade could have a material adverse effect on us. In addition, if certain counterparties terminated derivative contracts with us and we were unable to replace such contracts, our market risk profile could be altered.

Following the results of the UK EU Referendum, S&P Global Ratings and Moody’s Investors Service affirmed the long-term credit ratings and changed the ratings outlooks of most major UK banks because of the medium term impact of political and market uncertainty (for further detail on our risk exposures as a result of the UK EU Referendum, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’). The Company’s long-term debt is currently rated investment grade by the major rating agencies: A1Aa3 with stablenegative outlook by Moody’s Investors Service, A with stablenegative outlook by Standard & Poor’sS&P Global Ratings Services and A with positive outlook by Fitch Ratings. If a downgrade of ourany Santander UK group member’s long-term credit ratings were to occur, it could also impact ourthe short-term credit ratings.ratings of other members of the Santander UK group. Should there be any removal of systemic support by the UK Government, all things being equal, the impact on our long-term credit-rating could potentially increase the cost of some of our wholesale borrowing and our ability to secure both long-term and short-term funding may be reduced.

Likewise, a downgradeFurther, following the results of the UK EU Referendum, the UK’s sovereign credit rating was downgraded by Fitch Ratings and S&P Global Ratings, and its outlook changed to negative by Moody’s Investors Service. Changes to the UK sovereign credit rating, or the perception that such a downgradefurther changes may occur, maycould have a material adverse effect on our operating results, financial condition, prospects and the marketability and trading value of our securities. This might also impact on our own credit rating, borrowing costs and our ability to secure funding. AChanges to the UK sovereign credit rating, downgrade or the perception that such a downgradefurther changes may occur, could also have a material effect in depressing consumer confidence, restricting the availability, and increasing the cost, of funding for individuals and companies, further depressing economic activity, increasing unemployment and/or reducing asset prices.

There can be no assurance that the credit rating agencies will maintain our current credit ratings or outlooks. Our failure to maintain favourable credit ratings and outlooks could increase our cost of funding and adversely affect our interest margins, which could have a material adverse effect on us.

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Our financial results are constantly exposed to market risk. We are subject to fluctuations in interest rates and other market risks, which may materially adversely affect us and our profitability

Market risk refers to the probability of variations in our net interest income or in the market value of our assets and liabilities due to volatility of interest rates, exchange rates or equity prices.

Changes in interest rates would affect the following areas, among others, of our business:

-Net interest income
-The volumevalue of loans originatedour derivatives transactions
-The market value of our securities holdings
-Gains from salesThe value of our loans and securitiesdeposits
-The worsening pensions deficit
-Gains and losses from derivatives.volume of loans originated

Interest rates are highly sensitive to many factors beyond our control, including increased regulation of the financial sector, monetary policies, and domestic and international economic and political conditions and other factors.conditions. Variations in interest rates could affect the interest earned on our assets and the interest paid on our borrowings, thereby affecting our net interest income, which comprises the majority of our revenue, reducing our growth rate and potentially resulting in losses. This results from the different effect that a change in interest rates may have on the interest earned on our assets and the interest paid on our borrowings. In addition, costs we may incur costsas we implement strategies to reduce interest rate exposure could increase in the future (which, in turn, will impact our results) as we implement strategies to reduce future interest rate exposures..

Increases in interest rates may reduce the volume of loans we originate. Sustained high interest rates have historically discouraged customers from borrowing and have resulted in increased delinquencies in outstanding loans and deterioration in the quality of assets. Increases in interest rates may also reduce the propensity of our customers to prepay or refinance fixed-rate loans, reduce the value of our financial assets and reduce gains or require us to record losses on sales of our loans or securities.

Due to the historically low interest rate environment in the UK in recent years, the rates on many of our interest-bearing deposit products have been priced at or near zero, which may limit our ability to further reduce customer rates in the event of further cuts in BoE Base Rate and thus negatively impacting our margins. If the current low interest rate environment in the UK persists in the long term, it may be difficult to increase our net interest income, which will impact our results.

We are also exposed to foreign exchange rate risk as a result of mismatches between assets and liabilities denominated in different currencies. Fluctuations in the exchange rate between currencies may negatively affect our earnings and value of our assets and securities. Our capital is stated in pounds sterling and we do not fully hedge our capital position against changes in currency exchange rates. Although we seek to hedge most of our currency risk, through hedging and the purchase of cross-currency swaps, these hedges do not eliminate currency risk and we can make no assurance that we will not suffer adverse financial consequences as a result of currency fluctuations. SignificantThe recent volatility in the value of the pound sterling in the wake of the result of the UK EU Referendum may persist as negotiations for exit continue and continued significant exchange rate volatility and the depreciation of the pound sterling in particular could have an adverse impact on our results of operations and our ability to meet our US dollar and euro-denominated obligations, and which could have a material adverse effect on our operating results, financial condition and prospects.

We are also exposed to equity price risk in our investments in equity securities in the banking book and in the trading portfolio. The performance of financial markets may cause changes in the value of our investment and trading portfolios. The volatility of world equity markets, due to the continued economic uncertainty and sovereign debt tensions, has had a particularly strong impact on the financial sector.

Continued volatility may affect the value of our investments in equity securities and, depending on their fair value and future recovery expectations, could become a permanent impairment, which would be subject to write-offs against our results. To the extent any of these risks materialise, our net interest income or the market value of our assets and liabilities could be adversely affected.

Annual Report 2015

Shareholder information

Market conditions have resulted in, and could continue to result in, material changes to the estimated fair values of our financial assets. Negative fair value adjustments could have a material adverse effect on our operating results, financial condition and prospects

In the past eightnine years, financial markets have been subject to periods of significant stress resulting in steep falls in perceived or actual financial asset values, particularly due to volatility in global financial markets and the resulting widening of credit spreads. We have material exposures to securities, loans, derivatives 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 our financial assets. In addition, the value ultimately realised by us on disposal may be lower than the current fair value. Any of these factors could require us to record negative fair value adjustments, which may have a material adverse effect on our operating results, financial condition and 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 in times of economic instability. In such circumstances, our valuation methodologies require us to make assumptions, judgements and estimates in order to establish fair value.

This is a challenging task as reliableReliable assumptions are difficult to make and are inherently uncertain. Moreover, 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 our operating results, financial condition and prospects.

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Other information for US investors

Failure to successfully implement and continue to improve our credit risk management systems could materially and adversely affect our business

As a commercial banking group, one of the main types of risks inherent in our business is credit risk. For example, an important feature of our credit risk management system is to employ our own credit rating system toWe assess the particular risk profile of a customer. This system is primarily generated internally but, in the case of counterparties with a global presence, also builds off thecustomer using approved credit assessment assigned by other Banco Santander group members. As this process involves detailed analyses of the customer or credit risk,rating models, taking into account both quantitative and qualitative factors, it isfactors. This process could be subject to human orand IT systems errors. In exercising their judgement on current or future credit risk behaviour of our customers, our employees may not always be able to assign a correct credit rating,errors, which may result in ourcredit ratings not correctly being assigned to customers and a larger exposure to higher credit risks than indicated by our risk rating system.models.

In addition, we have refinedcontinuously refine our credit policies and guidelines to address potential risks associated with particular industries or types of customers, such as affiliated entities and group customers. However, we may not be able to detect all possible risks before they occur, or our employees may not be able to effectively implement our credit policies and guidelines due to limited tools available to us, which may increase our credit risk. Failure

Any failure to effectively implement, consistently follow or continuouslymonitor and refine our credit risk management systemsystems may result in an increase in the level of non-performing loans and a higher risk exposure for us,losses than expected, which could have a material adverse effect on us.

We are subject to various risks associated with our derivative transactions that could have a material adverse effect on us

We enter into derivative transactions for trading purposes as well as for hedging purposes. We are subject to various risks associated with these transactions, including market risk, operational risk, basis risk (the risk of loss associated with variations in the spread between the asset yield and the funding and/or hedge cost) and credit or counterparty risk (the risk of insolvency or other inability of the counterparty to a particular transaction to perform its obligations thereunder, including providing sufficient collateral).

Market practices and documentation for derivative transactions in the UK may differ from those in other countries. In addition, the execution and performance of these transactions depend on our ability to develop adequate control and administration systems and to hire and retain qualified personnel.systems. Moreover, our ability to adequately monitor, analyse and report derivative transactions continues to depend, to a great extent,largely, on our information technology systems. This factorThese factors further increasesincrease the risks associated with these transactions and could have a material adverse effect on us.

Operational risks, including risks relating to data and information collection, processing, storage and security are inherent in our business

Like other financial institutions with a large customer base, we manage and hold confidential personal information of customers in the conduct of our banking operations, as well as a large number of assets. Accordingly, our business depends on the ability to process a large number of transactions efficiently and accurately, and on our ability to rely on our people, digital technologies, computer and email services, software and networks, as well as the secure processing, storage and transmission of confidential, sensitive personal data and other information inusing our computer systems and networks. The proper functioning of financial control, accounting or other data collection and processing systems is critical to our businesses and to our ability to compete effectively. Losses can result from inadequate personnel, human error, inadequate or failed internal control processes and systems or from external events that interrupt normal business operations. We also face the risk that the design of our controls and procedures prove to be inadequate or are circumvented.circumvented such that our data and/or client records are incomplete, not recoverable or not securely stored. Although we work with our clients, vendors, service providers, counterparties and other third parties to develop secure data and information processing, storage and transmission capabilities andto prevent against information security risk, we routinely exchangemanage personal, confidential and proprietary information by electronic means, and we may be the target of attempted hacking.cyber-attack. If we cannot maintain an effective and secure electronic data collection,and information, management and processing system or we may be materiallyfail to maintain complete physical and adversely affected.electronic records, this could result in regulatory sanctions and serious reputational or financial harm to us.

Infrastructure and technology resilience

We take protective measures and continuously monitor and develop our systems to safeguard our technology infrastructure, data and datainformation from misappropriation or corruption, but our systems, software and networks nevertheless may be vulnerable to unauthorised access, misuse, computer viruses or other malicious code and other events that could have a security impact.

An interception, misuse or mishandling of personal, confidential or proprietary information sent to or received from a client, vendor, service provider, counterparty or third party could result in legal liability, regulatory action, reputational harm and reputational harm.financial loss. Furthermore, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures. There can be no absolute assurance that we will not suffer material losses from operational risks in the future, including those relating to any security breaches.

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Cyber security

In particular, we have seen in recent years computer systems of companies and organisations being targeted, not only by cyber criminals, but also by activists and rogue states. In common with other large UK financial institutions, with a large customer base, we manage and hold confidential personal information of customers in the conduct of our banking operations, as well as a large number of assets. Accordingly we have been and continue to be subject to a range of cyber attacks,cyber-attacks, such as denial of service, malware and phishing. Cyber attacksThis included an incident in 2016 that resulted in our customers experiencing slow performance logging in and performing transactions via our digital channels (online and mobile banking services) and was caused by a denial of service attack, launched by an unknown external third party. Cyber-attacks could give rise to the loss of significant amounts of customer data and other sensitive information, as well as significant levels of liquid assets (including cash). In addition, cyber attackscyber-attacks could give rise to the disablement of our information technologyelectronic systems used to service our customers. As attempted attacks continue to evolve in scope and sophistication, we may incur significant costs in our attemptorder to modify or enhance our protective measures against such attacks, or to investigate or remediate any vulnerability or resulting breach, or in communicating cyber attackscyber-attacks to our customers. If we fail to effectively manage our cyber security risk, e.g. by failing to update our systems and processes in response to new threats, this could harm our reputation and adversely affect our operating results, financial condition and prospects through the payment of customer compensation, regulatory penalties and fines and/or through the loss of assets.

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In addition, we may also be impacted by cyber-attacks against national critical infrastructures in the UK, for example, the telecommunications network. In common with other financial institutions we are dependent on such networks and any cyber-attack against these networks could negatively affect our ability to service our customers. As we do not operate these networks, we have limited ability to protect our business from the adverse effects of cyber-attack against them.

Further, the domestic and global financial services industry, including key financial market infrastructure, may be the target of cyber disruption and attack by cyber criminals, activists and rogue states looking to cause economic instability. We have limited ability to protect our business from the adverse effects of cyber disruption or attack against our counterparties and key financial market infrastructure. If such a disruption or attack were to occur it could cause serious operational and financial harm to us.

Procedure and policy compliance

We also manage and hold confidential personal information of customers in the conduct of our banking operations. Although we have procedures and controls to safeguard personal information in our possession, unauthorised disclosures could subject us to legal actions and administrative sanctions as well as damages and reputational harm that could materially and adversely affect our operating results, financial condition and prospects.

Further, our business is exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions and serious reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter or prevent employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective.

We may be required to report events related to information security issues (including any cyber security issues), events where customer information may be compromised, unauthorised access and other security breaches, to the relevant regulatory authorities. Any material disruption or slowdown of our systems could cause information, including data related to customer requests, to be lost or to be delivered to our clients with delays or errors, which could reduce demand for our services and products and could materially and adversely affect us.

We may fail to detect or prevent money laundering and other financial crime activities due to not correctly identifying our financial crime risks and failing to implement effective controls to mitigate those risks. This could expose us to heavy fines, additional regulatory scrutiny, increased liability and civil claims and reputational risk

We are obligated to comply with applicable anti-money laundering (AML), anti-terrorism, anti-bribery and corruption, sanctions and other laws and regulations in the jurisdictions in which we operate. These laws and regulations require us, among other things, to conduct full customer due diligence (including in respect of sanctions and politically-exposed person screening), keep our customer, account and transaction information up to date and implement effective financial crime policies and procedures detailing what is required from those responsible. We are also required to conduct financial crime training for our staff and to report suspicious transactions and activity to appropriate law enforcement following full investigation by the Suspicious Activity Reporting Unit.

Financial crime has become the subject of enhanced regulatory scrutiny and supervision by regulators globally. AML, anti-bribery and corruption and sanctions laws and regulations are increasingly complex and detailed and have become the subject of enhanced regulatory supervision, requiring improved systems, sophisticated monitoring and skilled compliance personnel. For more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’.

We have developed policies and procedures aimed at detecting and preventing the use of our banking network for money laundering and financial crime related activities. These require the implementation and embedding within the business of effective controls and monitoring, which requires ongoing changes to systems and operational activities. Financial crime is continually evolving, and the expectation of regulators is increasing (for more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’). This requires similarly proactive and adaptable responses from us so that we are able to deter threats and criminality effectively. Even known threats can never be fully eliminated, and there will be instances where we may be used by other parties to engage in money laundering and other illegal or improper activities. In addition, we rely heavily on our staff to assist us by spotting such activities and reporting them, and our staff have varying degrees of experience in recognising criminal tactics and understanding the level of sophistication of criminal organisations. Where we outsource any of our customer due diligence, customer screening or anti financial crime operations, we remain responsible and accountable for full compliance and any breaches. If we are unable to apply the necessary scrutiny and oversight there remains a risk of regulatory breach.

If we are unable to fully comply with applicable laws, regulations and expectations, our regulators and relevant law enforcement agencies have the ability and authority to impose significant fines and other penalties on us, including requiring a complete review of our business systems, day-to-day supervision by external consultants and ultimately the revocation of our banking licence. The reputational damage to our business and global brand would be severe if we were found to have breached AML, anti-bribery and corruption or sanctions requirements. Our reputation could also suffer if we are unable to protect our customers or our business from being used by criminals for illegal or improper purposes.

In addition, while we review our relevant counterparties’ internal policies and procedures with respect to such matters, we, to a large degree, rely upon our relevant counterparties to maintain and properly apply their own appropriate AML procedures. Such measures, procedures and compliance may not be completely effective in preventing third parties from using our (and our relevant counterparties’) services as a conduit for money laundering (including illegal cash operations) without our (or our relevant counterparties’) knowledge. If we are associated with, or even accused of being associated with, or become a party to, money laundering, then our reputation could suffer and/or we could become subject to fines, sanctions and/or legal enforcement (including being added to “black lists” that would prohibit certain parties from engaging in transactions with us), any one of which could have a material adverse effect on our operating results, financial condition and prospects. Any such risks could have a material adverse effect on our operating results, financial condition and prospects.

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Annual Report 2016

Other information for US investors

Any failure to effectively improve or upgrade our information technology infrastructure and management information systems in a timely manner could have a material adverse effect on us

Our businesses and our ability to remain competitive dependsdepend to a significant extent upon the functionality of our information technology systems (including Partenon, the global banking information technology platform utilised by the Santander UK group and Banco Santander SA), and on our ability to upgrade and expand the capacity of our information technology on a timely and cost-effective basis. The proper functioning of our financial control, risk management, credit analysis and reporting, accounting, customer service and other information technology systems, as well as the communication networks between branches and main data processing centres, are critical to our businesses and our ability to compete. We must continually make significant investments and improvements in our information technology infrastructure in order to remain competitive. We cannot be certain that in the future we will be able to maintain the level of capital expenditure necessary to support the improvement, expansion or upgrading of our information technology infrastructure as effectively as our competitors; this may result in a loss of theany competitive advantages that we believe our information technology systems provide. Any failure to effectively improve, expand or upgrade our information technology infrastructure and management information systems in a timely manner could have a material adverse effect on us.

We may be exposed to unidentified or unanticipated risks despite our risk management policies, procedures and methods

The management of risk is an integral part of our activities. We seek to monitor and manage our risk exposure through a variety of risk reporting systems. For a further description of our risk management policiesframework see the Risk review‘Risk review’ on pages 3632 to 159.128. While we employ a broad and diversified set of risk monitoring and risk mitigation techniques, such techniques and strategies may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk, including risks that we fail to identify or anticipate.

Some of our qualitative tools and metrics for managing risk are based upon our use of observed historical market behaviour. We apply statistical and other tools to these observations to arrive at quantifications of our risk exposures. These qualitative tools and metrics may fail to predict future risk exposures. These risk exposures could, for example, arise from factors we did not anticipate or correctly evaluate in our statistical models. This would limit our ability to manage our risks. Our losses thus could be significantly greater than the historical measures indicate. In addition, our quantified modelling does not take all risks into account. Our more qualitative approach to managing those risks could prove insufficient, exposing us to material, unanticipated losses. We could face adverse consequences as a result of decisions, which may lead to actions by management, based on models that are poorly developed, implemented or used, or as a result of the modelled outcome being misunderstood. If existing or potential customers or counterparties believe our risk management is inadequate, they could take their business elsewhere or seek to limit their transactions with us. This could have a material adverse effect on our reputation, operating results, financial condition and prospects.

Competition with other financial institutions could adversely affect us

We face substantial competition in all parts of our business, including in originating loans and in attracting deposits through our banking subsidiaries. The competition in originating loans comes principally from other domestic and foreign banks, mortgage banking companies,building societies, consumer finance companies, insurance companies and other lenders and purchasers of loans. The market for UK financial services is highly competitive and we face substantial competition in all parts of our business. As such, we constantly monitor competition, which arises from a number of financial institutions of different sizes and with a range of business models. Moreover, the recent financial crisis has and continues to reshape the banking landscape in the UK, particularly the financial services and mortgage markets, reinforcing both the importance of having a retail deposit funding base and the strong capitalisation of an institution. Lendersbeing well capitalised. Our direct competitors have moved increasingly towards a policy of concentrating on the highest quality customers and there is strong competition for these customers.

Additionally, a large number of new entrants are increasingly entering the UK financial services market place. Again we identify and closely monitor this set of new entrants and take account of this in the firm’s management actions. Their arrival has further intensified competition as they seek to gain market share in a number of banking sector areas,sectors, including for example payments, investments, lending, foreign exchange and data aggregators.aggregation. We also face competition from non-bank competitors, such as supermarkets, department stores, electronic money institutions and technology firms, and generally from other loan or credit providers. We also compete with the UK Government owned National Savings & Investments for deposits.

Annual Report 2015

Shareholder information

Further, the rise in customer use of internet and mobile banking platforms in recent years could negatively impact our investments in bank premises, equipment and personnel for our branch network. The persistence or acceleration of this shift in demand towards internet and mobile banking may necessitate changes to our retail distribution strategy, which may include closing and/or selling certain branches and restructuring our remaining branches and work force. These actions could lead to losses on these assets and may lead to increased expenditures to renovate, reconfigure or close a number of our remaining branches or to otherwise reform our retail distribution channel. Furthermore, our failure to swiftly and effectively implement such changes to our distribution strategy could have an adverse effect on our competitive position.

We expect competition to intensify in response to consumer demand, technological changes, the potential impact of consolidation, regulatory actions and other factors. The Financial Services Act 2012 amended the FSMA withWith effect from 1 April 2013, the FS Act amended the FSMA to include the FCA’s operational objectives the objective of promoting effective competition in the interests of consumers in the markets for regulated financial services. Since 1 April 2015, the FCA has also been able to use concurrent competition powers under the Enterprise Act 2002 and the Competition Act 1998 to promote competition. There will be structural reform of the UK banking sector as banks implement The Financial Services (Banking Reform) Act 2013 which may lead to increased competition in UK Retail or wholesale banking activities. A strong political and regulatory will to foster consumer choice in financial services and could lead to even greater competition (For(for more information, see the Riskrisk factor entitled ‘We are subject to substantial regulation and government oversight which could adversely affect our business and operations’). There can be no assurance that this increased competition will not adversely affect our growth prospects, and therefore our operations.

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’s recent disposals of stakes in financial institutions it previously controlled and any future disposals of retained stakes in other financial institutions. Such consolidation, by increasing the size and capabilities of our competitors could adversely affect our operating results, financial condition and prospects. There can be no assurance that this will not adversely affect our growth prospects, and therefore our operations.

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We consider competition in our management actions as appropriate, such as pricing and product decisions. Increasing competition could mean that we increase our rates offered on deposits or lower the rates we charge on loans, which could also have a material adverse effect on us, including our profitability. It may also negatively affect our business results and prospects by, among other things, limiting our ability to increase our customer base and expand our operations and increasing competition for investment opportunities.

While we have successfully increased our customer service levels in recent years, should these levels ever perceived by the market to be materially below those of our competitor financial institutions, we could lose existing and potential business. If we are not successful in retaining and strengthening customer relationships, we may lose market share, incur losses on some or all of our activities or fail to attract new deposits or retain existing deposits, which could have a material adverse effect on our operating results, financial condition and prospects.

If financial markets remain unstable, financial institution consolidation may continue. Financial institution consolidation could also result from the UK Government’s recent disposals of stakes in financial institutions it previously controlled and any future disposals of retained stakes in other financial institutions. Such consolidation could adversely affect our operating results, financial condition and prospects. There can be no assurance that this increased competition will not adversely affect our growth prospects, and therefore our operations. We also face competition from non-bank competitors, such as supermarkets, department stores and technology firms, and generally from other loan or credit providers.

Our ability to maintain our competitive position depends, in part, on the success of new products and services we offer our customers and our ability to continue offering products and services from third parties, and we may not be able to manage various risks we face as we expand our range of products and services that could have a material adverse effect on us

The success of our operations and our profitability depends, in part, on the success of new products and services we offer our customers. However, we cannot guarantee that our new products and services will be responsive to customer demands or successful once they are offered to our customers, or that they will be successful in the future.successful. In addition, our customers’ needs or desires may change over time, and such changes may render our products and services obsolete, outdated or unattractive, and we may not be able to develop new products that meet our customers’ changing needs. If we cannot respond in a timely fashion to the changing needs of our customers, we may lose customers, which could in turn materially and adversely affect us.

As we expand the range of our products and services, some of which may be at an early stage of development in the UK market, we will be exposed to known, new and potentially increasingly complex risks, including conduct risk, and development expenses. Our employees and risk management systems, as well as our experience and that of our partners, may not be sufficient or adequate to enable us to properly handle or manage such risks. In addition, the cost of developing products that are not launched is likely to affect our operating results.

Further,While we have successfully increased our customerscustomer service levels in recent years, should these levels ever be perceived by the market to be materially below those of our competitor financial institutions, we could lose existing and potential business. If we are not successful in retaining and strengthening customer relationships, we may raise complaints and seek redress if they consider that theylose market share, incur losses on some or all of our activities or fail to attract new deposits or retain existing deposits, which could have suffered loss from our products and services; for example, as a result of any alleged mis-selling or incorrect application of the terms and conditions of a particular product. This could in turn subject us to the risk of potential legal action by our customers and intervention by our regulators. For further detailmaterial adverse effect on our legaloperating results, financial condition and regulatory risk exposures, see the Risk factors entitled ‘We are exposed to risk of loss from legal and regulatory proceedings’ and ‘Potential intervention by the FCA, the PRA or an overseas regulator may occur, particularly in response to customer complaints’.prospects.

Any or all of the above factors, individually or collectively, could have a material adverse effect on us.

If the level of non-performing loans increases or the credit quality of our loans deteriorates in the future, or if our loan loss reserves are insufficient to cover loan losses, this could have a material adverse effect on us

Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of our businesses. Non-performing or low credit quality loans have in the past, and can continue to, negatively impact our operating results, financial condition and prospects. In particular, the amount of our reported non-performing loans may increase in the future as a result of growth in our total loan portfolio, including as a result of loan portfolios that we may acquire in the future (the credit quality of which may turn out to be worse than we had anticipated), or factors beyond our control, such as adverse changes in the credit quality of our borrowers and counterparties, a general deterioration in the UK or global economic conditions, the impact of political events, events affecting certain industries or events affecting financial markets and global economies. We cannot be sure that we will be able to effectively control the level of impaired loans in, or the credit quality of, our total loan portfolio.

Our current loan loss reserves may not be adequate to cover an increase in the amount of non-performing loans or any future deterioration in the overall credit quality of our total loan portfolio. Our loan loss reserves are based on our current assessment of and expectations concerning various factors affecting the quality of our loan portfolio. These factors include, among other things, our borrowers’ financial condition, repayment abilities and repayment intentions, the realisable value of any collateral, the prospects for support from any guarantor, government macroeconomic policies, interest rates and the legal and regulatory environment. As the recent global financial crisis has demonstrated, many of these factors are beyond our control. As a result, there is no precise method for predicting loan and credit losses, and we cannot provide any assurance that our current or future loan loss reserves will be sufficient to cover actual losses.

If our assessment of and expectations concerning the above mentioned factors differ from actual developments, if the quality of our total loan portfolio, deteriorates, for any reason, including the increase in lending to individuals and small and medium enterprises, the volume increase in the credit card portfolio and the introduction of new products or if the future actual losses exceed our estimates of incurred losses, we may be required to increase our loan loss reserves, which may adversely affect us. If we are unable to control or reduce the level of our non-performing or poor credit quality loans, this could have a material adverse effect on us.

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Interest rates payable on a significant portion of our outstanding mortgage loan products fluctuate over time due to, among other factors, changes in the BoE base rate.Base Rate. As a result borrowers with variable interest rate mortgage loans are exposed to increased monthly payments when the related mortgage interest rate adjusts upward. Similarly, borrowers of mortgage loans with fixed or introductory rates adjusting to variable rates after an initial period are exposed to the risk of increased monthly payments at the end of this period. Over the last few years both variable and fixed interest rates have been at relatively low levels, which has benefited borrowers of new loans and those repaying existing variable rate loans regardless of special or introductory rates.

Future increases in borrowers’ required monthly payments may result in higher delinquency rates and losses related to non-performing loans in the future. Borrowers seeking to avoid these increased monthly payments by refinancing their mortgage loans may no longer be able to find available replacement loans at comparably low interest rates. These events, alone or in combination, may contribute to higher delinquencya larger non-performing loan portfolio, which could have a material adverse effect on us.

Our current loan loss reserves may not be adequate to cover an increase in the amount of non-performing loans or any future deterioration in the overall credit quality of our total loan portfolio. Our loan loss reserves are based on our current assessment of various factors affecting the quality of our loan portfolio, including our borrowers’ financial condition, repayment abilities, the realisable value of any collateral, the prospects for support from any guarantor, government macroeconomic policies, interest rates and the legal and regulatory environment. As the global financial crisis demonstrated, many of these factors are beyond our control. As a result, there is no precise method for predicting loan and credit losses, forand we cannot provide any assurance that our current or future loan loss reserves will be sufficient to cover actual losses.

If our assessment of and expectations concerning the above mentioned factors differ from actual developments we may need to increase our loan loss reserves, which may adversely affect us. Additionally, in calculating our loan loss reserves, we employ qualitative tools and statistical models which may not be reliable in all circumstances and which are dependent upon data that may not be complete. If we are unable to control or reduce the level of our non-performing or poor credit quality loans, this could have a material adverse effect on us.

Our loan portfolio is subject to risk of prepayment, which could have a material adverse effect on us

Our loan portfolio is subject to prepayment risk which resultsresulting from the ability of a borrower or issuer to pay a debt obligation prior to maturity. Generally, in a low interest rate environment, prepayment activity increases, which reduces the weighted average lives of our earning assets and could have a material adverse effect on us. WeAs a result we would also be required to amortise net premiums into income over a shorter period of time, thereby reducing the corresponding asset yield and net interest income.income and there is a risk that we are not able to accurately forecast amortisation schedules for these purposes which may affect our profitability. Prepayment risk also has a significant adverse impact on credit card and collateralised mortgage loans, since prepayments could shorten the weighted average life of these assets, which may result in a mismatch in our funding obligations and reinvestment at lower yields. PrepaymentThe risk of prepayment and our ability to accurately forecast amortisation schedules is inherent to our commercial activity and an increase in prepayments or a failure to accurately forecast amortisation schedules could have a material adverse effect on us.

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Annual Report 2016

Other information for US investors

The value of the collateral, including real estate, securing our loans may not be sufficient, and we may be unable to realise the full value of the collateral securing our loan portfolio

The value of the collateral securing our loan portfolio may significantly fluctuate or decline due to factors beyond our control, including macroeconomic factors affecting the UK’s economy. Our residential mortgage loan portfolio is one of our principal assets, comprising 77% of our loan portfolio as ofat 31 December 2015.2016. As a result, we are highly exposed to developments in the residential property market in the UK.

In 2015House purchase activity has slowed since the value of approvals was 15% higher compared to the same periodUK EU Referendum, most noticeably in 2014, at £220.6bn. Gross advances were 8% higher year-on-year at £220.1bn, while the value of net lending was comfortably above the 2014 total (£33.6bn in 2015 compared to £23.7bn in 2014)Source: BoE.In the near-term the outlook remains positive, withcentral London, although house purchase activity generally continues to be supported by positivecertain economic fundamentals driving consumer demand, including low mortgage rates, healthy consumer confidence levels, falling unemployment and positive real earnings growth. This should support market confidence and activity heading into 2016, notwithstanding the potential for further FPC measures to curb excessive lending, particularly in the buy-to-let sector. Nevertheless, any increase in house prices may be limited should real earnings growth weaken. The depth of the previous house price declines as well as the continuing uncertainty as to the extent and sustainability of the UK economic recovery will mean that losses could be incurred on loans should they go into possession.

The value of the collateral securing our loan portfolio may also be adversely affected by force majeure events such as natural disasters like floods or landslides. Any force majeure event may cause widespread damage and could have an adverse impact on the economy of the affected region and may therefore impair the asset quality of our loan portfolio in that area.

We may also not have sufficiently up-to-date information on the value of collateral, which may result in an inaccurate assessment for impairment losses of our loans secured by such collateral. If any of the above were to occur, we may need to make additional provisions to cover actual impairment losses of our loans, which may materially and adversely affect our operating results, financial condition and prospects.

If we are unable to manage the growth of our operations, this could have an adverse impact on our profitability

We allocate management and planning resources to develop strategic plans for organic growth, and to identify possible acquisitions and disposals and areas for restructuring our businesses when necessary. From time to time, we evaluate acquisition and partnership opportunities that we believe could offer additional value to our shareholders and are consistent with our business strategy. However, we may not be able to identify suitable acquisition or partnership candidates, and we may not be able to acquire promising targets or form partnerships on favourable terms, or at all. Furthermore, preparations for acquisitions that we do not complete can be disruptive. We base our assessment of potential acquisitions and partnerships on limited and potentially inexact information and on assumptions with respect to value, operations, profitability and other matters that may prove to be incorrect. Our ability to benefit from any such acquisitions and partnerships will depend in part on our successful integration of those businesses. Such integration entails significant risks such as challenges in retaining the customers and employees of the acquired businesses, unforeseen difficulties in integrating operations and systems and unexpected liabilities or contingencies relating to the acquired businesses, including legal claims. We can give no assurances that our expectations with regards to integration and synergies will materialise. We cannot provide assurance that we will, in all cases, be able to manage our growth effectively or deliver our strategic growth decisions including our ability to:

-Manage efficiently our operations and employees of expanding businesses
-Maintain or grow our existing customer base
-AssessFully due diligence and assess the value, strengths and weaknesses of investment or acquisition candidates
-Finance strategic opportunities, investments or acquisitions
-Fully integrate strategic investments, or newly-established entities or acquisitions, in line with our strategy
-Align our current information technology systems adequately with those of an enlarged group
-Apply our risk management policy effectively to an enlarged group
-Manage a growing number of entities without over-committing management or losing key personnel.

Any failure to manage growth effectively, including any or all of the above challenges associated with our growth plans, could have a material adverse effect on our operating results, financial condition and prospects.

In addition, any acquisition or venture could result in the loss of key employees and inconsistencies in standards, controls, procedures and policies.

Moreover, the success of the acquisition or venture will at least in part be subject to a number of political, economic and other factors that are beyond our control. Any or all of these factors, individually or collectively, could have a material adverse effect on us.

Annual Report 2015

Shareholder information

Goodwill impairments may be required in relation to acquired businesses

We have made business acquisitions in recentpast years and may make further acquisitions in the future. It is possible that the goodwill which has been attributed, or may be attributed, to these businesses may have to be written-down if our 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, and 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. Goodwill impairment does not however affect our regulatory capital. Whilst no impairment of goodwill was recognised in 20142015 or 2015,2016, there can be no assurances that we will not have to write down the value attributed to goodwill in the future, which would adversely affect our results and net assets.

We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations

Supervision and new regulation

As a financial institution, we are subject to extensive financial services laws, regulations, administrative actions and policies in the UK, the EU and each other location in which we operate, including in the US. As well as being subject to UK regulation, as part of the Banco Santander group, we are also impacted indirectly through regulation by the Banco de España (the Bank of Spain) and, at a corporate level, by the ECB (following the introduction of the Single Supervisory Mechanism in November 2014). The statutes, regulations and policies to which we are subject may be changed at any time. In addition, the interpretation and the application of those laws and regulations by regulators are also subject to change. Extensive legislation affecting the financial services industry has recently been adopted in regions that directly or indirectly affect our business, including Spain, the US, the EU, Latin America and other jurisdictions, and new regulations are in the process of being implemented. The manner in which those laws and related regulations are applied to the operations of financial institutions is still evolving. Moreover, to the extent these recently adopted regulations are implemented inconsistently in the UK, we may face higher compliance costs. Any legislative or regulatory actions and any required changes to our business operations resulting from such legislation and regulations could result in significant loss of revenue, limit our ability to pursue business opportunities in which we might otherwise consider engaging and limit our ability to provide certain products and services. They may also affect the value of assets that we hold, requiring us to increase our prices and therefore reduce demand for our products, impose additional compliance and other costs on us or otherwise adversely affect our businesses. Accordingly, there can be no assurance that future changes in regulations or in their interpretation or application will not adversely affect us.

During recent periods of market turmoil, there have been unprecedented levels of government and regulatory intervention and scrutiny, and changes to the regulations governing financial institutions and the conduct of business. 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. This intensive approach to supervision has been maintained by the PRA and the FCA (as successor regulatory authorities to the FSA).

Recent proposals and measures taken by governmental, tax and regulatory authorities and further future changes in supervision and regulation, in particular in the UK, which are beyond our control, could materially affect our business, the value of assets and operations and result in significant increases in operational costs. Products and services offered by us could also be affected. Changes in UK legislation and regulation to address the stability of the financial sector may also affect our competitive position, particularly if such changes are implemented before international consensus is reached on key issues affecting the industry. Although we work closely with our regulators and continually monitor the situation, future changes in law, regulation, fiscal or other policies can be unpredictable and are beyond our control. 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 our business.

Banking Reform

On 18 December 2013, the Financial Services (Banking Reform) Act (the Banking Reform Act) was enacted. The Banking Reform Act implements the recommendations of the Independent Commission on Banking and of the Parliamentary Commission on Banking Standards, including:

-Establishing a ring-fencing framework under FSMA pursuant to which UK banking groups that hold significant retail deposits are required to separate their retail banking activities from their wholesale banking activities by 1 January 2019
-Introduces a Senior Managers Regime and Certification Regime from 7 March 2016, replacing the Approved Persons Regime established under FSMA (as amended by the Financial Services Act 2012)
-Introduces a new criminal offence for reckless misconduct in the management of a bank
-Establishes a new Payment Systems Regulator
-Amends the Banking Act 2009 (the Banking Act) to include a bail-in stabilisation power forming part of the special resolution regime. For more information, see the Risk factor entitled ‘Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue’.

The ring-fencing provisions introduced into FSMA by the Banking Reform Act have been supplemented by two statutory instruments that define the ring-fence perimeter. The Financial Services and Markets Act 2000 (Ring-fenced Bodies and Core Activities) Order 2014 defines the UK banks that are subject to the ring-fencing requirements (a ring-fenced bank) and the core deposits (broadly deposits from individuals and small businesses) that must be held within a ring-fenced bank. The Financial Services and Markets Act 2000 (Excluded Activities and Prohibitions) Order 2014 defines the activities that a ring-fenced bank is prohibited from undertaking, including dealing in investments or commodities as principal, incurring exposures to certain financial institutions and maintaining non-EEA branches or holding participating interests on non-EEA undertakings, subject in each case to limited exceptions. The ring-fencing provisions of FSMA require the PRA to make ring-fencing rules that essentially set the ring-fence height and are designed to ensure, as far as reasonably practicable, that a ring-fenced bank is not adversely affected by the acts or omissions, and would be able to continue on the insolvency of other members of its group and is able to take decisions independently of other members of its group in carrying on its business. In October 2015, the PRA published a consultation paper (CP37/15) entitled ‘The implementation of ring-fencing: prudential requirements, intragroup arrangements and use of financial market infrastructures’ in which it outlined its ‘near-final’ ring-fencing rules and related supervisory statement. The PRA plans to publish the final ring-fencing rules and supervisory statement by mid-2016, in advance of the implementation date for ring-fencing of 1 January 2019 to provide firms with sufficient time for implementation. Finally, the Banking Reform Act introduced a new form of transfer scheme, the ring-fencing transfer scheme, under Part VII of FSMA to enable UK banks to implement the ring-fencing requirements. This is a court process that requires the PRA to approve the scheme (in consultation with the FCA) and provide a certificate of adequate financial resources in relation to the transferee and an independent expert (approved by the PRA, after consultation with the FCA) to provide a scheme report that any adverse effect on persons affected by the scheme is not greater than is necessary to achieve the ring-fencing purposes of the scheme.

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The Santander UK group is subject to the ring-fencing requirement under the Banking Reform Act and, as a consequence, the Santander UK group will need to separate its core activities from its prohibited activities. The Santander UK group continues to work closely with regulators on developing its business and operating model to comply with the ring-fencing requirements and submitted its plans to both the PRA and FCA on 29 January 2016. The ring-fencing model that the Santander UK group ultimately implements will depend on a number of factors and is likely to entail a legal and organisational restructuring of the Santander UK group’s businesses and operations, including transfers of customers and transactions through a ring-fencing transfer scheme. In light of the scale and complexity of this process, the operational and execution risks for the Santander UK group may be material. This restructuring and migration of customers and transactions could have a material impact on how the Santander UK group conducts its business. The Santander UK group is unable to predict with certainty the attitudes and reaction of its customers.

The restructuring of the Santander UK group’s business pursuant to the developing ring-fencing regime will take a substantial amount of time and cost to implement, the separation process and the structural changes which may be required could have a material adverse effect on its business, operating results, financial condition, profitability and prospects.

EU fiscal and banking union

The project of achieving a European banking union was launched in the summer of 2012. Its main goal is to resume progress towards a European single market for financial services by restoring confidence in the European banking sector and ensuring the proper functioning of monetary policy in the eurozone.

The European banking union is expected to be achieved through new harmonized banking rules (in a single rulebook) and a new institutional framework with stronger systems for both banking supervision and resolution that will be managed at a European level. Its two main pillars are the Single Supervisory Mechanism (SSM) and the Single Resolution Mechanism (SRM).

The SSM (comprised of both the ECB and the national competent authorities) is expected to assist in making the banking sector more transparent, unified and safer. In accordance with Article 104 of the CRD IV Directive, as implemented by Article 68 of Law 10/2014, and similarly Article 16 of Council Regulation (EU) No 1024/2013 of 15 October 2013 conferring specific tasks on the ECB concerning policies relating to the prudential supervision of credit institutions (the SSM Regulation), the ECB fully assumed its new supervisory responsibilities within the SSM, in particular direct supervision of the 123 largest banks (as of 30 September 2015) in the eurozone including Banco Santander SA, on 4 November 2014. In preparation for this step, between November 2013 and October 2014, the ECB conducted, together with national supervisors, a comprehensive assessment of 130 banks, which together hold more than 80% of eurozone banking assets. The exercise consisted of three elements: (i) a supervisory risk assessment, which assessed the main balance sheet risks including liquidity, funding and leverage; (ii) an asset quality review, which focused on credit and market risks; and (iii) a stress test to examine the need to strengthen capital or take other corrective measures.

The SSM represents a significant change in the approach to bank supervision at a European and a global level. The SSM will result in the direct supervision of 123 eurozone financial institutions (as discussed above) and indirect supervision of around 3,500 financial institutions. The new supervisor will be one of the largest in the world in terms of assets under supervision. In the coming years, the SSM is expected to work to establish a new supervisory culture importing best practices from the 19 supervisory authorities that will be part of the SSM. Several steps have already been taken in this regard such as the recent publication of supervisory guidelines and the approval of the Regulation (EU) No 468/2014 of the ECB of 16 April 2014, establishing the framework for cooperation within the SSM between the ECB and national competent authorities and with national designated authorities (SSM Framework Regulation). In addition, this new body will represent an extra cost for the financial institutions that will fund it through payment of supervisory fees.

Other EU Member States (such as the UK) are able to establish close co-operation with the ECB in which case the ECB could become responsible for the authorisation and supervision of credit institutions in such Member States.

The other main pillar of the EU banking union is the SRM, the main purpose of which is to ensure a prompt and coherent resolution of failing banks in Europe at minimum cost for the tax-payers and the economy. Regulation (EU) No. 806/2014 of the European Parliament and the Council of the EU (the SRM Regulation), which was passed on 15 July 2014, and became effective from 1 January 2015, establishes uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of the SRM and Single Resolution Fund (SRF). Under an intergovernmental agreement (IGA) signed by 26 EU Member States on 21 May 2014, contributions by banks to the SRF raised at national level will be transferred to the SRF. The new Single Resolution Board (SRB), which is the central decision-making body of the SRM, started operating from 1 January 2015 and fully assumed its resolution powers on 1 January 2016. The SRB is responsible for managing the SRF and its mission is to ensure that credit institutions and other entities under its remit, which face serious difficulties, are resolved effectively with minimal costs to tax-payers and the real economy. A SRF is also in place, funded by contributions from European banks in accordance with the methodology approved by the Council of the EU (the Council). The SRF is intended to reach a total amount of55 billion by 2024 and to be used as a separate backstop only after an 8% bail-in of a bank’s liabilities has been applied to cover capital shortfalls (in line with the BRRD).

By allowing for the consistent application of EU banking rules through the SSM and the SRM, the European banking union is expected to help resume momentum towards European economic and monetary union. In order to complete such union, a single deposit guarantee scheme is still needed which may require a change to the existing European treaties. This is the subject of continued negotiation by European leaders to ensure further progress is made in European fiscal, economic and political integration.

Regulations adopted towards achieving a banking and/or fiscal union in the EU and decisions adopted by the ECB in its capacity as Banco Santander SA’s main supervisory authority may have a material impact on Santander UK’s business, financial condition and results of operations. In addition, if the UK established close co-operation with the ECB, or joined the European Monetary Union, the ECB could become responsible for the direct supervision of Santander UK which may differ in significant respects from that carried out by the PRA and FCA and, depending on the circumstances, could have a material impact on Santander UK’s business, financial condition and results of operation.

European structural reform

On 29 January 2014, the Commission published proposals on structural measures to improve the resilience of EU credit institutions which included potential separation of certain trading activities from retail banking activities and a ban on proprietary trading. The proposal currently contemplates that Member States that have already implemented ring-fencing legislation, such as the UK, may apply for a derogation from the separation of trading activities provisions included in the proposals if they can satisfy the Commission that such local legislation meets the objectives and requirements set out in the EU proposal. On 7 January 2015, the European Parliament’s Committee on Economic and Monetary Affairs published a draft report proposing amendments to the Commission’s proposal, including a proposed removal of the derogation. The Council published its general approach on the proposal in June 2015. The European Parliament and the Council are currently considering the Commission proposal and will seek to achieve political agreement on the proposals during 2016. Notwithstanding the proposed derogation referred to above, the adoption of this proposal in its current, or in an amended, form may require further changes to our structure and business and could require us to modify our plans in connection with compliance with the Banking Reform Act.

Annual Report 2015

Shareholder information

Other regulatory reforms adopted or proposed in the wake of the financial crisis

On 16 August 2012, the EU regulation on over-the-counter (OTC) derivatives, central counterparties and trade repositories, referred to as the European Market Infrastructure Regulation (EMIR) (formally known as Regulation (EU) No 648/2012 of the European Parliament and the Council on Over-The-Counter Derivatives, Central Counterparties and Trade Repositories), entered into force. While a number of the compliance requirements introduced by EMIR already apply, the European Securities and Markets Authority is still in the process of finalising some of the implementing rules mandated by EMIR. EMIR introduced a number of requirements, including clearing obligations for certain classes of OTC derivatives and various reporting and disclosure obligations. Although the full impact of these changes is not yet foreseeable, the implementation of EMIR has already led and may yet lead to changes which may negatively impact our profit margins, require us to adjust our business practices or increase our costs (including compliance costs). The Markets in Financial Instruments legislation, which comprises the Directive 2014/65 of the European Parliament and of the Council, of 15 May 2014 on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID) and the Regulation 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments and amending Regulation (EU) No 648/2012 (MiFIR), the substantive provisions of which will become applicable on 3 January 2017, introduces an obligation to trade certain classes of OTC derivative contracts on trading venues. We will also be impacted by the BCBS-IOSCO final minimum standards for margin requirements for non-centrally cleared derivatives, for which enabling legislation exists in the EU (EMIR), though the extent to which these requirements will impact on us depends on how they are implemented in each jurisdiction.

US regulation

In the US, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) enacted in 2010, has been implemented in part and continues to be implemented by various US federal regulatory agencies. The Dodd-Frank Act, among other things, imposes a new regulatory framework on swap transactions, including swaps of the sort that we enter into, requires regulators to adopt new rules governing the retention of credit risk by securitisers or originators of securitisations and significantly expands the coverage and scope of regulations that limit affiliate transactions within a banking organisation. Over 2012-2015, the US Commodity Futures Trading Commission (the CFTC) and the US Prudential Regulators adopted a host of new regulations for swaps markets, including swap dealer registration, business conduct, mandatory clearing, exchange trading and margin regulations. Most of these regulations are either already effective or will come into effect in 2016. Abbey National Treasury Services plc, which became provisionally registered as a swap dealer with the CFTC on 4 November 2013, is currently subject to these regulations for its US facing swaps activities. These rules have already increased and could continue to increase the costs associated with our swaps business. In addition, certain cross-border regulatory conflicts could adversely affect the profitability of our swaps business by reducing the range of counterparties with which we can trade effectively.

In October 2014, US regulators adopted a joint final rule requiring sponsors of asset-backed securitisation transactions, which would include Santander UK in relation to its residential mortgage-backed securities programmes, to retain 5% of the credit risk of the assets subject to the securitisation. At a general level, the rule permits sponsors to satisfy the risk retention requirement through the acquisition and retention of either 5% (measured by fair value) of the most subordinated interest in the securitisation, or 5% (measured by nominal value) of each tranche of interests issued by the securitisation, or some combination of the two. The rule also permits certain exceptions and methods of compliance in respect of specific types of asset-backed securities transactions. The final rule took effect for residential mortgage-backed securities transactions on 24 December 2015, and will take effect on 24 December 2016 for other securitisation transactions.

Within the Dodd-Frank Act, the so-called Volcker Rule prohibits ‘banking entities’, including the Santander UK group, from engaging in certain forms of proprietary trading or from sponsoring or investing in certain covered funds, in each case subject to certain exemptions, including exemptions permitting foreign banking entities to engage in trading and fund activities that take place solely outside of the US. The final rules contain exclusions and certain exemptions for market-making, hedging, underwriting, trading in US government and agency obligations as well as certain foreign government obligations, trading solely outside the US, and also permit ownership interests in certain types of funds to be retained. On 10 December 2013, the US bank regulators issued final regulations implementing the Volcker Rule, and the Federal Reserve also issued an order extending the conformance period for all banking entities until 21 July 2015. On 18 December 2014 the US Federal Reserve announced an additional extension of the conformance period that would give banking entities until 21 July 2016 to conform investments in and relationships with covered funds and certain foreign funds that may be subject to the Volcker Rule and that were in place prior to 31 December 2013, and additional extensions are possible. Banking entities must bring their activities and investments into compliance with the requirements of the Volcker Rule by the end of the applicable conformance period. We have assessed how the final rules implementing the Volcker Rule affect our businesses and have adopted the necessary measures to bring our activities into compliance with the rules.

Each of these aspects of the Dodd-Frank Act, as well as the changes in the US banking regulations, may directly and indirectly impact various aspects of our business. The full spectrum of risks that the Dodd-Frank Act, including the Volcker Rule, pose to us is not yet known, however, such risks could be material and we could be materially and adversely affected by them.

Competition

In the UK and elsewhere, there is continuing political, competitive and regulatory scrutiny of the banking industry and, in particular, retail banking. Political involvement in the regulatory process, in the behaviour and governance of the UK banking sector and in the major financial institutions in which the UK Government has a direct financial interest is likely to continue. Under the Enterprise Regulatory Reform Act 2013 the Office of Fair Trading (OFT) and the Competition Commission were replaced by the Competition and Markets Authority (CMA) on 1 April 2014. The CMA is now the UK’s main competition authority responsible for ensuring that competition and markets work well for consumers. In addition, under the Banking Reform Act, as of 1 April 2015, the FCA has the power to enforce against breaches of the Competition Act 1998 and to refer markets to the CMA for in-depth investigation in the areas of financial services in the UK. As of 1 April 2015, the Payments Systems Regulator also has an objective and powers equivalent to those of the FCA to promote competition in the payments industry.

Following a market study and review, the CMA is currently undertaking a market investigation into competition in the personal current account and SME retail banking markets. The CMA published its provisional findings on 28 October 2015, suggesting a list of potential remedies which included, among other things, the introduction of requirements to prompt customers to review the services that they receive from their bank at certain trigger points and to promote public awareness of account switching. The CMA recently extended the investigation from its May 2016 statutory deadline and the final report will now be published by no later than November 2016. Given the wide ranging powers available to the CMA, this investigation may result in significant industry-wide remedies. In addition, the FCA has recently undertaken, and is currently undertaking, a number of competition related studies and reviews. The resolution of a number of issues, including regulatory reforms, investigations and reviews and court cases, affecting the UK financial services industry, could have an adverse effect on our operating results, financial condition and prospects, or our relations with our customers and potential customers

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The structure of the financial regulatory authorities in the UK and the UK regulatory framework that applies to us have been reformed and reorganised and we are subject to any potential resulting uncertainty and changes to the UK regulatory regime in general

Under the Financial Services Act 2012, the UK Government introduced a range of structural reforms to UK financial regulatory bodies. As a result of those reforms, as of 1 April 2013, the Santander UK group’s primary micro-prudential supervisor is the PRA, while its conduct supervisor is the FCA. Key changes which took effect in 2014 included the transfer of consumer credit regulation to the FCA from the OFT on 1 April 2014 and the creation of the Payment Systems Regulator as an autonomous subsidiary of the FCA on 1 April 2014, becoming fully operational on 1 April 2015.

Within the current regulatory framework the Santander UK group is subject to each regulator’s respective supervisory regimes and approaches, and any policy development, change or new regulation which may be brought in. In turn the UK regulatory framework is subject to amendment or change by the UK Government (as occurred following the 2010 general election, when the FSA was abolished and replaced by the current PRA/FCA structure).

The Financial Services Act 2012 also established the FPC within the BoE responsible for macro-prudential regulation and with a statutory objective to contribute to the achievement by the BoE of its financial stability objective and otherwise supporting the UK Government’s economic policy. In addition to monitoring the stability of the UK financial system, the FPC may exercise its statutory powers to give directions or make recommendations to the PRA and/or FCA. While the FPC is not permitted to give directions or make recommendations in relation to a specific regulated institution, any such directions and/or recommendations could impact on the UK banking sector, which includes the Santander UK group.

Various reforms to the mortgage lending and personal loans market have been proposed which could require significant implementation costs or changes to our business strategy

Mortgage lending

The final rules in relation to the FCA Mortgage Market Review (MMR) came into force on 26 April 2014. These rules required a number of material changes to the mortgages sales process both in terms of advice provision in nearly all scenarios and significantly enhanced affordability assessment and evidencing. The new rules permit interest-only loans. However, there is a clear requirement for a clearly understood and credible strategy for repaying the capital (evidence of which the lender must obtain before making the loan).

We have implemented certain changes to implement the MMR requirements. The FCA continues to assess firms’ implementation of the rules introduced as a result of the MMR and commenced a review of responsible lending practices in April 2015. The responsible lending review aims to help to inform a wider assessment of barriers to competition with a view to launching a market study in early 2016 on those aspects of the mortgage market that are not working to the benefit of consumers. Feedback is expected from the FCA by the second quarter of 2016. There can be no assurance that we will not make any future changes to our mortgage lending business, whether as a result of the MMR or other mortgage lending reforms, and that such changes would not adversely affect us.

In March 2011, the Commission published a proposal for a directive on credit agreements relating to residential immovable property for consumers (the Mortgage Credit Directive). The Mortgage Credit Directive was published in the Official Journal on 28 February 2014 and must be implemented by Member States by 21 March 2016. The Mortgage Credit Directive requires, among other things, standard pre-contractual information, calculation of the annual percentage rate of charge in accordance with a prescribed formula, and a right of the borrower to make early repayment. HM Treasury and the FCA each published consultations in September 2014 on the necessary legislation and rules required to implement the Mortgage Credit Directive in the UK.HM Treasury published a consultation response and final draft legislation in January 2015. The UK has decided to implement the Mortgage Credit Directive into UK law by way of the Mortgage Credit Directive Order (the MCD Order) which was published on 26 March 2015. The MCD Order, which is not yet fully effective, will come into effect in phases, with all provisions becoming effective on or before the 21 March 2016 final implementation deadline. The FCA published its final rules implementing the Mortgage Credit Directive on 27 March 2015. These rules will also come into effect on 21 March 2016. We will be required to make changes to our mortgage lending business to comply with the reforms and such reforms could therefore have an adverse effect on our operating results, financial condition and prospects.

Consumer credit

On 1 April 2014, consumer credit regulation (which includes regulation of new and existing second charge mortgages), was transferred from the OFT to the FCA in accordance with the Financial Services Act 2012. Firms that held an OFT licence and had registered with the FCA by 31 March 2014, including the Company, have been granted an interim permission under the new regime and must apply to the FCA for full authorisation during an application period notified by the FCA. Under the new regime: (i) carrying on certain credit-related activities (including in relation to servicing credit agreements) otherwise than in accordance with permission from the FCA will render the credit agreement unenforceable without FCA approval; and (ii) the FCA has the power to make rules providing that contracts made in contravention of its rules on cost and duration of credit agreements, or in contravention of its product intervention rules, are unenforceable. While some entities within the Santander UK group are fully authorised to carry out consumer credit-related regulated activities, others (including the Company) are still operating under interim permissions. If the Company is not granted full authorisation by the FCA, or if the FCA were to impose certain conditions attached to such authorisation, this could have an adverse effect on our operating results, financial condition and prospects.

We are exposed to risk of loss from legal and regulatory proceedings

We face various issues that may give rise to risk of loss from legal and regulatory proceedings. These issues, including inappropriately dealing with potential conflicts of interest, and legal and regulatory requirements, could result in claims against us or subject us to regulatory enforcement actions, fines and/or penalties. The current regulatory environment, with its increased supervisory focus and associated enforcement activity, combined with uncertainty about the evolution of the regulatory regime, may lead to material operational and compliance costs. These include the risk that:

-The BoE, the PRA and the FCA, HM Treasury, HM Revenue & Customs (HMRC), the CMA, the Information Commissioner’s Office, the Financial Ombudsman Service (FOS), the Payment Systems Regulator or the courts, may determine that certain aspects of our business have not been or are not being conducted in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the FOS’s opinion

Annual Report 2015

Shareholder information

-The alleged mis-selling of financial products, such as Payment Protection Insurance (PPI), including as a result of having sales practices and/or rewards structures that are deemed to have been inappropriate, results in enforcement action (including fines) or requires us to amend sales processes, withdraw products or provide restitution to affected customers, all of which may require additional provisions to be recorded in our financial statements and could adversely impact future revenues from affected products
-We hold bank accounts for entities that might be or are subject to interest from various regulators, including the UK’s Serious Fraud Office and regulators in the US and elsewhere. We are not currently subject to any investigation as a result of any such interest, but cannot exclude the possibility of our conduct being reviewed as part of any such investigation
-We may be liable for damages to third parties harmed by the conduct of our business.

We are from time to time subject to certain claims and party to certain legal proceedings in the normal course of our business, including in connection with our lending activities, relationships with our employees and other commercial or tax matters. These can be brought against us under UK regulatory processes or in the UK courts, or under regulatory processes in other jurisdictions, such as the EU and the US, where some Santander UK group entities operate. In view of the inherent difficulty of predicting the outcome of legal matters, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories, involve a large number of parties or are in the early stages of discovery, we cannot state with confidence what the eventual outcome of these pending matters will be or what the eventual loss, fines and/or penalties related to each pending matter may be and these pending matters are not disclosed by name because they are under assessment. We believe that we have made adequate provisions related to these various claims and legal proceedings. These provisions are reviewed periodically. However, in light of the uncertainties involved in such claims and proceedings, there can be no assurance that the ultimate resolution of these matters will not exceed the provisions currently accrued by us. As a result, the outcome of a particular matter may be material to our operating results for a particular period, depending upon, among other factors, the size of the loss or liability imposed and our level of income for that period.

The FCA carries out regular and frequent reviews of the conduct of business by financial institutions including banks. An adverse finding by a regulator could result in the need for extensive changes in systems and controls, business policies, and practices coupled with suspension of sales, withdrawal of services, customer redress, fines and reputational damage.

Failure to manage these risks adequately could have a material adverse effect on our reputation, operating results, financial condition and prospects.

Potential intervention by the FCA, the PRA or an overseas regulator may occur, particularly in response to customer complaints

The PRA and the FCA now have a more outcome-focused regulatory approach than their predecessor the FSA. This involves more proactive enforcement and more punitive penalties for infringement. As a result, we and other PRA and/or FCA-authorised firms face increased supervisory intrusion and scrutiny (resulting in increasing internal compliance costs and supervision fees), and in the event of a breach of their regulatory obligations are likely to face more stringent penalties.

In particular, the FCA has an operational objective to protect consumers, and it is taking a more interventionist approach in its increasing scrutiny of product terms and conditions. FSMA (as amended by the Financial Services Act 2012) gives the FCA the power to make temporary product intervention rules either to improve a firm’s systems and controls in relation to product design, product management and implementation, or to address problems identified with products which may potentially cause significant detriment to consumers because of certain product features or firms’ flawed governance and distribution strategies. Such rules may prevent firms from entering into product agreements with consumers until such problems have been rectified.

The regulatory regime requires us to be in compliance across all aspects of our business, including the training, authorisation and supervision of personnel, systems, processes and documentation. If we fail to be compliant with relevant regulations, there is a risk of an adverse impact on our business from sanctions, fines or other action imposed by the regulatory authorities. Customers of financial services institutions, including our customers, may seek redress if they consider that they have suffered loss as a result of the mis-selling 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 judgements by the FOS, it is possible that an adverse outcome in some matters could have a material adverse effect on our, operating results, financial condition and prospects arising from any penalties imposed or compensation awarded, together with the costs of defending such an action.

Under the Financial Services Act 2010, the FCA also has the power to impose its own customer redress scheme on authorised firms, including us, if it considers that consumers have suffered loss or damage as a consequence of a regulatory failing, including mis-selling.

In recent years there have been several industry-wide issues in which the FSA (now the FCA) has intervened directly. One such issue is the mis-selling of PPI where, following an unsuccessful legal challenge by the British Bankers’ Association (BBA) in 2011 of new FSA rules which altered the basis on which regulated firms must consider and deal with complaints in relation to the sale of PPI, Santander UK, along with other institutions, revised its provision for PPI complaint liabilities in 2011 to reflect the change in rules and the consequential increase in claims levels. No additional provisions were made for PPI in 2012 or 2013. In 2014, a total charge of £140m, including related costs, was made for conduct remediation. Of this, £95m related to PPI. In November 2015, the FCA issued a consultation paper (Consultation Paper) outlining its proposed approach to PPI in light of the 2014 decision of the Supreme Court in Plevin v Paragon Personal Finance Ltd (Plevin) and its proposal to set a two year deadline for PPI claims. The FCA has asked for responses to the Consultation Paper by the end of February 2015. In Plevin, the Supreme Court ruled that a failure to disclose a large commission payment on a single premium PPI policy sold in connection with a secured personal loan made the relationship between the lender and the borrower unfair under section 140A of the Consumer Credit Act 1974. Regarding the two year deadline for PPI claims, the FCA has outlined details of a £42.2m media campaign, funded by the 18 firms (including us) that have reported the most PPI complaints. The FOS is also currently considering its position with respect to the impact of Plevin on PPI complaints. When assessing the adequacy of our provision, we have applied our interpretation of the proposed rules and guidance in the Consultation Paper to our current assumptions. This application has resulted in an additional £450m provision charge in December 2015, which represents our best estimate of the remaining redress and costs, notwithstanding the ongoing nature of the consultation. New legislation was introduced in 2015 which has the effect of restricting the corporation tax deductibility for a large proportion of this cost. This new legislation is further detailed in the Risk factor entitled ‘Changes in taxes and other assessments may adversely affect us’. Having announced earlier in 2015 that it would gather evidence on current trends in PPI to assess the current process for PPI complaints and consider whether any new intervention is necessary, the FCA issued a consultation paper in November 2015 (the Consultation Paper) outlining its proposed approach to PPI in light of the 2014 decision of the Supreme Court in Plevin v Paragon Personal Finance Ltd (Plevin) and its proposal to set a two year deadline for PPI claims. In Plevin, the Supreme Court ruled that a failure to disclose a large commission payment on a single premium PPI policy sold in connection with a secured personal loan made the relationship between the lender and the borrower unfair under section 140A of the Consumer Credit Act 1974. The FOS is also currently considering its position with respect to the impact of Plevin on PPI complaints. We are considering the impact of the FCA’s consultation paper on our PPI complaint liabilities and made an additional provision of £450m in December 2015 for further conduct remediation. New legislation was introduced in 2015 which has the effect of restricting the corporation tax deductibility for a large proportion of this cost. This new legislation is further detailed in the Risk factor entitled ‘Changes in taxes and other assessments may adversely affect us’.

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Given the above, the ultimate financial impact on us of the claims arising from PPI complaints is still uncertain and will depend on a number of factors, including the impact of the Supreme Court’s decision in Plevin, the nature and content of the FCA’s final rules and/or guidance arising from the Consultation Paper, changes to FOS’ approach to handling customer complaints (if any), the rate at which new complaints arise, the length of any complaints, the content and quality of the complaints (including the availability of supporting evidence) and the average uphold rates and redress costs. We can make no assurance that expenses associated with PPI complaints will not exceed the provision made relating to these claims. More generally, we can make no assurance that estimates for potential liabilities, based on the key assumptions used, are correct, and the reserves taken as a result may prove inadequate. If additional expenses that exceed provisions for PPI liabilities or other provisions were to be incurred, these expenses could have a material adverse effect on our operating results, financial condition and prospects. For further information about the provisions for PPI complaint liabilities and other conduct remediation see Note 33 to the Consolidated Financial Statements.

All the above is similarly relevant to any future industry-wide mis-selling or other issues that could affect us, such as the sale of other retail financial products and interest-rate derivative products sold to SMEs. This may lead from time to time to: (i) significant direct costs or liabilities (including in relation to mis-selling); 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 our operating results, financial condition and prospects.

The Financial Services and Markets Act 2000 (Designated Consumer Bodies) Order 2013 (the Designated Consumer Bodies Order) was made on 16 December 2013 and came into force on 1 January 2014. The Designated Consumer Bodies Order designates the National Association of Citizens Advice Bureaux, the Consumers’ Association, the General Consumer Council for Northern Ireland and the National Federation of Self Employed and Small Businesses as consumer bodies that may submit a ‘super-complaint’ to the FCA. A ‘super-complaint’ is a complaint made by any of these designated consumer bodies to the FCA on behalf of consumers of financial services where it considers that a feature, or a combination of features, of the market for financial services in the UK is seriously damaging the interests of these customers. Complaints about damage to the interests of individual consumers will continue to be dealt with by the FOS. If a ‘super-complaint’ were to be made against a Santander UK group entity by a designated consumer body under the Designated Consumer Bodies Order, any response published or action taken by the FCA could have a material adverse effect on our operating results, financial condition and prospects.

The Banking Act may adversely affect our business

The Banking Act came into force on 21 February 2009. The special resolution regime set out in the Banking Act provides HM Treasury, the BoE, the PRA and the FCA (and their successor bodies) with a variety of powers for dealing with UK deposit taking institutions (and, in certain circumstances, their holding companies) 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.

In addition, pursuant to amendments made to the Banking Act, which came into force on 1 August 2014, provision has been made for various tools to be used in respect of a wider range of UK entities, including investment firms and certain banking group companies, provided that certain conditions are met. Secondary legislation specifies that the Banking Act powers can be applied to investment firms that are required to hold initial capital of730,000 or more and to certain UK incorporated non-bank companies in our group.

If an instrument or order were made under the Banking Act in respect of the Company or another Santander UK group entity, such instrument or order (as the case may be) may, among other things: (i) result in a compulsory transfer of shares or other securities or property of the Company or such other entity; (ii) impact on the rights of the holders of shares or other securities in the Company or such other entity or result in the nullification or modification of the terms and conditions of such shares or securities; or (iii) result in the de-listing of the shares and/or other securities of the Company or such other entity in the Santander UK group. In addition, such an order may affect matters in respect of the Company or such other entity and/or other aspects of the shares or other securities of the Company or such other entity in the Santander UK group, which may negatively affect the ability of the Company or such other entity to meet its obligations in respect of such shares or securities.

Further, amendments to the Insolvency Act 1986 and secondary legislation have introduced changes to the treatment and ranking of certain debts with the result that certain eligible deposits will rank in priority to the claims of ordinary (i.e. non-preferred) unsecured creditors in the event of an insolvency. This may negatively affect the ability of the Company or another Santander UK group entity to meet its obligations in respect of its unsecured creditors in an insolvency scenario.

Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue

The Banking Reform Act as of 31 December 2014 amended the Banking Act to introduce a UK ‘bail-in power’. On 6 May 2014, the Council adopted the BRRD, which contains a similar bail-in power and requires Member States to provide resolution authorities with the power to write down the claims of unsecured creditors of a failing institution and to convert unsecured claims to equity (subject to certain parameters). The UK Government decided to implement the BRRD bail-in power from 1 January 2015. The new PRA and FCA rules and supervisory statements took effect from 19 January 2015, with the exception of the rules that require a contractual clause recognising bail-in powers in foreign law liabilities. These rules were phased in, with the first phase, which applies to debt instruments, having commenced on 19 February 2015. The second phase, which applies to all other relevant liabilities commenced on 1 January 2016.

The UK bail-in power is an additional power available to the UK resolution authorities under the special resolution regime provided for in the Banking Act to enable them to recapitalise a failed institution by allocating losses to such institution’s shareholders and unsecured creditors, subject to the rights of such shareholders and unsecured creditors to be compensated under a bail-in compensation order, which is based on the principle that such creditors should receive no less favourable treatment than they would have received had the bank entered into insolvency immediately before the coming into effect of the bail-in power. The bail-in power includes the power to cancel or write down (in whole or in part) certain liabilities or to modify the terms of certain contracts for the purposes of reducing or deferring the liabilities of a UK bank entity under resolution and the power to convert certain liabilities from one form to another. The conditions for use of the UK bail-in power are generally that (i) the regulator determines the relevant UK bank entity is failing or likely to fail; (ii) it is not reasonably likely that any other action can be taken to avoid such a UK bank entity’s failure; and (iii) the relevant UK resolution authority determines that it is in the public interest to exercise the bail-in power. Certain liabilities are excluded from the scope of the bail-in powers, including liabilities to the extent that they are secured.

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According to the Banking Act, as well as similar principles in the BRRD, the relevant UK resolution authority should have regard to the insolvency treatment principles when exercising the UK bail-in power. The insolvency treatment principles are that (i) the exercise of the UK bail-in power should be consistent with treating all liabilities of the bank in accordance with the priority that they would enjoy on a liquidation and (ii) any creditors who would have equal priority on a liquidation should bear losses on an equal footing with each other. HM Treasury may, by order, specify further matters or principles to which the relevant UK resolution authority must have regard when exercising the UK bail-in power. These principles may be specified in addition to, or instead of the insolvency treatment principles. If the relevant UK resolution authority departs from the insolvency treatment principles when exercising the UK bail-in power, it must report to the Chancellor of the Exchequer stating the reasons for its departure.

The bail-in power under the Banking Act and the BRRD may potentially be exercised in respect of any unsecured debt securities issued by a financial institution under resolution or by a relevant member of the Santander UK group, regardless of when they were issued. Accordingly, the bail-in power under the Banking Act and the BRRD could be exercised in respect of our debt securities. We consider that the use of the bail-in tool, and the occurrence of circumstances in which bail-in powers would need to be exercised in respect of us would likely have a negative impact on our business.

The BRRD also contains a mandatory write down power which requires Member States to grant powers to resolution authorities to recapitalise institutions and/or their EEA parent holding companies that are in severe financial difficulty or at the point of non-viability by permanently writing down Tier 1 and Tier 2 capital instruments issued by such institutions and/or their EEA parent holding companies, or converting those capital instruments into shares. The mandatory write down provision has been implemented in the UK through the Banking Act. Before taking any form of resolution action or applying any resolution power set out in BRRD, the UK resolution authorities have the power (and are obliged when specified conditions are determined to have been met) to write down, or convert Tier 1 and Tier 2 capital instruments issued by that institution into CET 1 capital instruments before, or simultaneously with, the entry into resolution of the relevant entity. These measures could be applied to certain of our debt securities; the occurrence of circumstances in which write down powers would need to be exercised in respect of us would be likely to have a negative impact on our business.

In contrast to the creditor protections afforded in the event of the bail-in powers being exercised, holders of capital instruments will not be entitled to the ‘no creditor worse off’ protections under the Banking Act in the event that their capital instruments are written down or converted to equity under the mandatory write-down tool (unless the mandatory write-down tool were to be used alongside a bail-in).

Furthermore, in circumstances where capital instruments are converted into equity securities by application of the mandatory write-down tool, those equity securities may be subjected to the bail-in powers in resolution, resulting in their cancellation, significant dilution or transfer away from the investors therein.

In addition, the BRRD provides for resolution authorities to have the power to require institutions and groups to make structural changes to ensure legal and operational separation of ‘critical functions’ from other functions where necessary, or to require institutions to limit or cease existing or proposed activities in certain circumstances. As a result of changes to the PRA Rulebook made to implement the BRRD, the Company is now required to identify such ‘critical functions’ as part of its resolution and recovery planning. If used in respect of us, these ex ante powers could have a negative impact on our business.

We 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 FSMA 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 a PRAPRA-authorised or FCA-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 PRA or the FCA (participant(i.e. participant firms), including the Company and other members of the Santander UK group.

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Following the default of a number of authorised financial services firms since 2008, the FSCS borrowed funds totalling approximately £18bn from HM Treasury to meet the compensation costs for customers of those firms. It is expected that theThe substantial majority of the principal willshould be repaid from funds the FSCS levies from asset sales, surplus cash flow or other recoveries in relation to assets of the firms that defaulted. However, the FSCS estimates that the assets of these failed institutions are insufficient, and, to the extent that there remains a shortfall, the FSCS is recovering this shortfall by levying firms authorised by the PRA or the FCA in instalments. The first instalment was in scheme year 2013/14, and we made a first capital contribution in August 2013. The second instalment was in scheme year 2014/15, and we made a second capital contribution in August 2014. For the year ended 31 December 2015,2016, we charged £76m£34m to the income statement in respect of the costs of the FSCS.

The FSCS also has the power to impose ‘management expenses in respect of relevant schemes levy’ (MERS levy) in relation to its potential role as agent of other compensation schemes. The FSCS may impose a MERS levy on participant firms to meet expenses it incurs in its role as agent.

In the event that the FSCS raises further funds from participant firms or increases the levies to be paid by such firms or the frequency at which the levies are to be paid, the associated cost to us may have a material adverse effect on our operating results, financial condition and prospects. Since 2008, measures taken to protect the depositors of deposit-taking institutions involving the FSCS, such as the borrowing from HM Treasury mentioned above, have resulted in a significant increase in the levies made by the FSCS on the industry and such levies may continue to go up if similar measures are required to protect depositors of other institutions. In addition, following amendments to the preferred credit status of depositors that came into force on 31 December 2014, the FSCS stands in the place of depositors of a failing institution and has preferred status over an institution’s other creditors.

In addition, regulatoryRegulatory reform initiatives in the UK and internationally may result in further changes to the FSCS, which could result in additional costs and risks for us. For instance, in July 2013, the Council announced its intention that revisions to the EU Deposit Guarantee Scheme Directive should be adopted by the end of 2013. Theexample, a recast EU Deposit Guarantee Scheme Directive (the DGSD), which was published in the Official Journal on 12 June 2014 and entered into force on 2 July 2014, introducedintroducing a tighter definition of deposits and includes a requirement that the Deposit Guarantee Scheme pay customers within a week and a requirement that banks must be able to provide information on the aggregated deposits of a depositor. These revisions are likely tomay affect the methodology employed by the FSCS for determining levies on institutions. In addition, the DGSD also requiresrequired EU Member States to ensure that, by 3 July 2014, the available financial means of deposit guarantee schemes reach a minimum target level of 0.8% of the covered deposits of their members and requires deposit guarantee schemes to be ex-ante funded. Between April and July 2015, the PRA published its final rules implementing the DGSD, most of which took effect on 3 July 2015.

The final rules enable the FSCS to use the existing bank levy to meet the ex-ante funding requirements in the DGSD. Changes as a result of this may affect the profitability of the Company (and other Santander UK group members required to contribute to the FSCS).our profitability.

FSCS levies are collected by the FCA as part of a single payment by firms covering the FCA, the PRA, the FOS and the FSCS fees. It is possible that future policy of the FSCS and future levies on the firms authorised by the FCA or PRA may differ from those at present and that this could lead to a period of some uncertainty for members of the Santander UK group members.group. In addition, it is possible that other jurisdictions where we operate could introduce or amend their similar compensation, contributory or reimbursement schemes. As a result of any such developments, we may incur additional costs and liabilities which may adversely affect our operating results, financial condition and prospects.

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We may fail to detect or prevent money laundering and other financial crime activities due to not correctly identifying our financial crime risks and failing to implement effective controls to mitigate those risks. This could expose us to heavy fines, additional regulatory scrutiny, increased liability and reputational risk

We are obligated to comply with applicable anti-money laundering (AML), anti-terrorism, sanctions and other laws and regulations in the jurisdictions in which we operate. These laws and regulations require us, among other things, to conduct full customer due diligence in respect of sanctions and politically-exposed person screening, keep our customer, account and transaction information up to date and implement effective financial crime policies and procedures detailing what is required from those responsible. Our requirements also include financial crime training for our staff, reporting suspicious transactions and activity to appropriate law enforcement following full investigation by the Suspicious Activity Reporting Unit.

Financial crime has become the subject of enhanced regulatory scrutiny and supervision by regulators globally. AML sanctions, laws and regulations are increasingly complex and detailed and have become the subject of enhanced regulatory supervision, requiring improved systems, sophisticated monitoring and skilled compliance personnel.

We have developed policies and procedures aimed at detecting and preventing the use of our banking network for money laundering and financial crime related activities. These require the implementation and embedding within the business of effective controls and monitoring, which requires on-going changes to systems and operational activities. Financial crime is continually evolving, and the expectation of regulators is increasing. This requires similarly proactive and adaptable responses from us so that we are able to deter threats and criminality effectively. Even known threats can never be fully eliminated, and there will be instances where we may be used by other parties to engage in money laundering and other illegal or improper activities. In addition, we rely heavily on our staff to assist us by spotting such activities and reporting them, and our staff have varying degrees of experience in recognising criminal tactics and understanding the level of sophistication of criminal organisations. Where we outsource any of our customer due diligence, customer screening or anti financial crime operations, we remain responsible and accountable for full compliance and any breaches. If we are unable to apply the necessary scrutiny and oversight there remains a risk of regulatory breach.

If we are unable to fully comply with applicable laws, regulations and expectations, our regulators and relevant law enforcement agencies have the ability and authority to impose significant fines and other penalties on us, including requiring a complete review of our business systems, day-to-day supervision by external consultants and ultimately the revocation of our banking licence.

The reputational damage to our business and global brand would be severe if we were found to have breached AML or sanctions requirements. Our reputation could also suffer if we are unable to protect our customers or our business from being used by criminals for illegal or improper purposes.

Changes in taxes and other assessments may adversely affect us

The tax and other assessment regimes to which our customers and we are subject are regularly reformed, or subject to proposed reforms. Such reforms include changes in the rate of assessments and, occasionally, enactment of temporary taxes, the proceeds of which may be earmarked for designated governmental purposes. The effects of these changes and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified and there can be no assurance that these reforms will not, once implemented, have an adverse effect upon our business. Furthermore, such changes may produce uncertainty in the financial system, increasing the cost of borrowing and contributing to the increase in our non-performing credit portfolio.

The following paragraphs discuss five major reforms (the Bank Levy, Restriction of Tax Deductions for Compensation Payments, Corporation Tax Surcharge, Automatic Exchange of InformationFATCA and possible future changes in the taxation of banking groups in the EU) which could have a material adverse effect on our operating results, financial condition and prospects, and the competitive position of UK banking groups, including us.

Bank Levy

HM Treasury introduced an annual UK bank levy (the Bank Levy) via legislation in the Finance Act 2011. The Bank Levy is imposed on (amongst(among other entities) UK banking groups and subsidiaries, and therefore applies to us. The amount of the Bank Levy is based on a bank’s total liabilities, excluding (amongst(among other things) Tier 1 capital, insured retail deposits and repos secured on sovereign debt. With effect from 1 April 2015, the Finance Act 2015 increased the rate (for short-term liabilities) to 0.21% (a reduced rate is applied to long-term equity and liabilities). Subsequently the Finance (No.2) Act 2015 (Finance No.2 Act), which was enacted on 18 November 2015, reduced the UK Bank Levy rate from 0.21% to 0.18% from 1 January 2016 with subsequent annual reductions to 0.1% from 1 January 2021.

Restriction of Tax Deductions for Compensation Payments

The Finance (No.2) Act implemented measures that have led to, for amounts accounted forexpenditure arising on or after 7 July 2015 by banks (as defined in the Corporation Tax Act 2010, and includingbanking companies (including ANTS and the Company) (i) certain compensation payments (comprising redress and interest payable to customers) no longer being deductible for corporation purposestax purposes; and (ii) a deemed taxable receipt equivalent to 10% of that compensation.those compensation payments.

Corporation Tax Surcharge

With effect from 1 January 2016, the Finance (No. 2) Act implemented measures that led to banks (as defined in the Corporation Tax Act 2010 and including ANTS and the Company) beingSantander UK plc) are subject to a surcharge at a rate of 8% on their taxable profits (subjectfor corporation tax purposes (with certain reliefs added back and subject to certain additions and deductions)annual allowance).

Automatic Exchange of InformationFATCA

Sections 1471 through 1474 of the US Internal Revenue Code of 1986 (FATCA) impose a reporting regime and potentially a 30% withholding tax with respect to certain payments to any non-US financial institution (a foreign financial institution or FFI (as defined by FATCA)) that (i) does not become a ‘Participating FFI’ by entering into an agreement with the US Internal Revenue Service (the IRS) to provide the IRS with certain information in respect of its account holders and investors; and (ii) is not otherwise exempt from or in deemed compliance with FATCA. The Company and Abbey National Treasury Services plc are classified as FFIs.

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Final regulations implementing FATCA were issued in 2013. The reporting and withholding regime will be phased in over time. Withholding began on 1 July 2014 for certain payments from sources within the US and it will begin on 1 January 2019 for payments of gross proceeds on assets that could generate US source dividend or interest and as early as 1 January 2019 for ‘foreign passthru payments’ (a term not yet defined).

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The US and the UK have entered into an agreement for the implementation of FATCA (the US-UK IGA) under which the Company and Abbey National Treasury Services plc will be treated as Reporting Financial Institutions (as defined therein). We do not anticipate that these entities will be required to deduct any tax under FATCA from payments on the securities that we issue. Each relevant member of the Santander UK group subject to the US-UK IGA will, however, need to comply with certain due diligence and reporting requirements to HMRC.HMRC or any other relevant tax authority. Holders of securities that the Santander UK group issues therefore may be required to provide information and tax documentation, as well as that of their direct or indirect owners, and this information may be reported to the Commissioners for HMRC or any other relevant tax authority, and ultimately to the IRS. There can be no assurance that any such member of the Santander UK group will be treated as a Reporting Financial Institution or that in the future we would not be required to deduct tax under FATCA from payments we make on certain financial products.

Further, additional rules similar to FATCA have been implemented in other jurisdictions and the UK has entered into information sharing agreements based on FATCA with its Crown Dependencies and Overseas Territories. The Crown Dependency and Gibraltar agreements are reciprocal and will require UK Financial Institutions to identify customers who are tax residents of the Crown Dependencies and Gibraltar (and vice versa). The commencement date for these agreements was the same as for FATCA, i.e., 1 July 2014.

Similarly, the Organisation for Economic Co-operation and Development (OECD) has developed a draft common reporting standard and model competent authority agreement to enable the multilateral, automatic exchange of financial account information. Under the OECD Common Reporting Standard (CRS) Financial Institutions will be required to identify and report the tax residence status of customers in the 90 plus countries that have endorsed the plans. 58 countries have committed to be early adopters going live in 2016, with first information exchanges expected by the end of September 2017. In December 2014, the EU incorporated the CRS into a revised Directive on Administrative Cooperation (Council Directive 2014/107/EU amending Directive 2011/16/EU) (DAC) providing the CRS with a legal basis within the EU. EU Member States must adopt and publish legislation necessary to comply with the revised DAC by 31 December 2015, and must comply with the revised DAC’s provisions from 1 January 2016. The required systemic solutions to meet this multilateral context require significant lead times to build and implement.

Unlike FATCA, CRS does not include a potential withholding element. Therefore our main risks are regulatory, reputational and commercial.

European Taxation

As of 1 August 2012, pursuant to the French amending finance law for 2012, a financial transaction tax in France was introduced (the French Financial Transaction Tax). The French Financial Transaction Tax applies to certain transactions, referenced to, or in relation with, French listed shares where the relevant issuer’s stock market capitalisation exceeds one billion euro. The French Financial Transaction Tax rate is 0.2% of the sale price of the transaction.

Similarly, on 24 December 2012, pursuant to paragraphs 491 to 500 of Article 1 of the Italian Law 288, a financial transaction tax in Italy was introduced (the Italian Financial Transaction Tax). The Italian Financial Transaction Tax commenced on 1 March 2013 for transactions in Italian equity instruments and from 1 July 2013 for Italian equity derivatives. The Italian Financial Transaction Tax rate is between 0.2% and 0.1% of the sale price of the transaction.

On 14 February 2013, the Commission published a proposal (the Commission Proposal) for a directive for a common system of financial transactions taxes (EU Financial Transaction Tax or FTT)tax (FTT) in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the Participating Member States). Under the Commission’s Proposal,proposal, the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Generally it would apply to certain dealings in securities where at least one party to the transaction is a financial institution established in a Participating Member State. A financial institution may be, or may be deemed to be, ‘established’ in a Participating Member State in a broad range of circumstances, including (i) by transacting with a person established in a Participating Member State or (ii) where the financial instrument which is subject to the dealings is issued in a Participating Member State. Whilst the UK is not a Participating Member State, the directive proposals areCommission’s proposal is broad and as such may impact transactions completed by financial institutions operating in non-Participating Member States.

Joint statements issued in 2014 by the Participating Member States indicated an intention to implement the FTT by 1 January 2016. However, the FTTCommission’s proposal remains subject to continued negotiation between the Participating Member StatesStates. It is reported that a final decision will be delayed to mid-2017 and the scope ofwe are monitoring developments and any such tax remain uncertain. It may therefore be altered prior to any implementation. At the European Economic and Financial Affairs Council meeting held on 8 December 2015, Estonia withdrew from the proposal but the remaining Participating Member States indicated they are hoping for a firm agreement by June 2016. We are still assessing the proposals and the likely impact on us.

Changes in our pension liabilities and obligations could have a materially adverse effect on us

We provide retirement benefits for many of our former and current employees in the UK through a number of defined benefit pension schemes established under trust. We are the principal employer under these schemes, but we have only limited control over the rate at which we pay 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, the 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.schemes, however, the scheme trustees’ may have the unilateral right to set our relevant contribution payment.

The 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 schemes 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 Santander UK group are service companies, if they become insufficiently resourced and no suitable mitigating action is undertaken, other companies within the Santander UK 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 or 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 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 that is connected with or an associate of such employer in circumstances where the Pensions Regulator considers it reasonable to issue.issue and multiple notices could be issued to connected companies for the full amount of debt, resulting in a surplus. The risk of a contribution notice being imposed may inhibit our freedom to restructure or to undertake certain corporate activities.

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In a judgment handed down on 18 December 2013, the UK High Court has held that, where multiple group companies are potential targets for the Pensions Regulator’s power to issue contribution notices, the aggregate total of the contributions required by those notices is not limited to the amount required to fully fund the deficit in the relevant pension scheme under section 75 of the Pensions Act 1995 (Section 75). Although such a limit still applies in relation to a single contribution notice, this judgment means that, where there is more than one target for the Pensions Regulator’s powers, each of the contribution notices it could issue to those targets can be for the full amount of the Section 75 funding deficit and, further, the scheme may, under such multiple contribution notices, recover more than the actual or notional employer debt, potentially creating a surplus for the scheme. The UK High Court’s decision reopens the issue of schemes having a superior priority position over other creditors and further legal developments are expected as a result of the December 2013 judgment. However in the case that this relates to a settlement was reached which meant that only the full Section 75 debt was paid into the scheme on the proviso the appeal of the judgement was withdrawn.

Should the value of assets to liabilities in respect of the defined benefit schemes operated by us record a deficit, due to either a reduction in the value of the pension fund assets (depending on the performance of financial markets) and/or an increase in the pension fund liabilities due to changes in legislation, mortality assumptions, discount rate assumptions, inflation, the expected rate of return on scheme assets, or other factors, or there is a change in the actual or perceived strength of the employer’s covenant, this could result in us having to make increased contributions to reduce or satisfy the deficits which would divert resources from use in other areas of our business and reduce the Company’sour capital resources. While we can control a number of the above factors, there are some over which we have no or limited control. Although the trustees of the defined benefit pension schemes are obliged to consult with us before changing the pension schemes’ investment strategy, the trustees have the final say and ultimate responsibility for investment strategy rests with them.

Our principal defined pension scheme is the Santander (UK) Group Pension Scheme and its corporate trustee is Santander (UK) Group Pension Scheme Trustee Limited (the Pension Scheme Trustee), a wholly-owned subsidiary of the Company. As atAt 31 December 2015,2016, the Pension Scheme Trustee had 1413 directors, comprising sevensix Santander UK appointed directors and seven member-elected directors. Investment decisions are delegated by the Pension Scheme Trustee to a common investment fund, managed by Santander (CF) Trustee Limited, a private limited company owned by the Santander (CF) Trustee directors, with up to four appointed by the Company and up to three by the Pension Scheme Trustee. The Pension Scheme Trustee directors’ principal duty, within the investment powers delegated to them, is to act in the best interest of the members of the Santander UK group Pension Scheme and not that of the Company. Any increase in our pension liabilities and obligations could have a material adverse effect on our operating results, financial condition and prospects.

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The ongoing changes in the UK supervision and regulatory regime and particularly the implementation of the ICB’s recommendations may require us to make changes to our structure and business which could have an impact on our pension schemes or liabilities. For a discussion of the ICB’s recommendations see the Riskrisk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’.

We rely on recruiting, retaining and developing appropriate senior management and skilled personnel

Our continued success depends in part on the continued service of key members of our senior executive team and other key employees. The ability to continue to attract, train, motivate and retain highly qualified and talented professionals is a key element of our strategy. The successful implementation of our growth strategy and of a culture of Simple, Personal and Fair depends on the availability of skilled and appropriate management, both at our head office and in each of our business units. If we or one of our business units or other functions fails to staff its operations appropriately, or loses one or more of its key senior executives or other key employees and fails to replace them in a satisfactory and timely manner, our business, financial condition and results of operations, including control and operational risks, may be adversely affected.

In addition, the financial services industry has and may continue to experience more stringent regulation of employee compensation, which could have an adverse effect on our ability to hire or retain the most qualified employees, particularly hiring senior employees from outside the financial services industry. If we fail or are unable to attract and appropriately train, motivate and retain qualified professionals, our business may also be adversely affected.

Damage to our reputation could cause harm to our business prospects

MaintainingProtecting and enhancing our reputation is critical. Without a positive reputation, is criticalwe will struggle to us attractingattract and maintainingretain customers, investors and employees and conducting business transactions with counterparties. Damage to our reputation, the reputation of the Santander UK group or Banco Santander SA (as the majority shareholder in the Company), the reputation of affiliates operating under the ‘Santander’ brand or any of our other brands could therefore cause significant harm to our business and prospects. Harm to our reputation can arise directly or indirectly from numerous sources, including, among others, employee misconduct (including the possibility of employee fraud), litigation, failure to deliver minimum standards of service and quality, compliance failures, breach of legal or regulatory requirements, unethical behaviour (including adopting inappropriate sales and trading practices), and the activities of customers and counterparties. Further, negative publicity regarding us whether or not true, may result in harm to our operating results, financial condition and prospects.

Actions by the financial services industry generally or by certain members of, or individuals in, the industry can also affect our reputation. For example, the role played by financial services firms in the financial crisis has caused public perception of us and others in the financial services industry to decline.

We could suffer significant reputational harm if we fail to identify and manage potential conflicts of interest properly. The failure, to adequately address, or the perceived failure, to adequately address conflicts of interest could affect the willingness of customers to deal with us, or give rise to litigation or enforcement actions against us. Therefore, there can be no assurance that conflicts of interest will not arise in the future that could cause material harm to us.

Our financial statements are based in part on assumptions and estimates which, if inaccurate, could cause material misstatement of the results of our operations and financial condition

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, provisions, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based upon amounts which differ from those estimates. Estimates, judgements and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The accounting policies deemed critical to our results and financial condition, based upon materiality and significant judgements and estimates, include impairment of loans and advances, valuation of financial instruments, provision for conduct remediation and pensions.

The valuation of financial instruments measured at fair value can be subjective, in particular where models are used which include unobservable inputs. Given the uncertainty and subjectivity associated with valuing such instruments it is possible that the results of our operations and financial condition could be materially misstated if the estimates and assumptions used prove to be inaccurate.

If the judgement, estimates and assumptions we use in preparing our consolidated financial statements are subsequently found to be incorrect, there could be a material effect on our results of operations and a corresponding effect on our funding requirements and capital ratios.

Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud

Disclosure controls and procedures over financial reporting are designed to provide reasonable assurance that information required to be disclosed by us within our financial statements or under other accounting, regulatory, supervisory or listing authority requirements, including in reports filed or submitted under the US Securities Exchange Act of 1934, as amended (the Exchange Act), is accumulated and communicated to management, and recorded, processed, summarised and reported within the time periods specified in the US Securities and Exchange Commission’s rules and forms.forms and other applicable accounting, regulatory, supervisory or listing authority requirements. We adopted the Committee of Sponsoring Organisations of the Treadway Commission internal control – integrated framework with effect from 15 December 2014, replacing the previous framework. The revised framework is designed to recognise the many changes in business and operating environments since the issuance of the original framework and is intended to broaden and enhance the application of controls over financial reporting.

Annual Report 2015

Shareholder information

ThereHowever, there are however, inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Santander UK plc    297


Annual Report 2016

Other information for US investors

Consequently, our business is exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions, civil claims and serious reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter employee misconduct and the precautions we take to prevent and detect this activity may not always be effective. As a result of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

Changes in accounting standards could impact reported earnings

The accounting standard setters and other regulatory bodies periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. These changes can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. For further information about developments in financial accounting and reporting standards, see Note 1 to the Consolidated Financial Statements.

We rely on third parties and affiliates for important infrastructure support, products and services

Third party vendorsproviders and certain affiliates provide key components of our business infrastructure such as loan and deposit servicing systems, back office and business process support, information technology production and support, internet connections and network access. AnyRelying on these third party providers and affiliates is a source of operational and regulatory risk to us, including with respect to security breaches affecting such parties. We are also subject to risk with respect to security breaches affecting our third party providers and affiliates, and other parties that interact with these parties. As our interconnectivity with these third parties and affiliates increases, we increasingly face the risk of operational failure with respect to their systems. We may be required to take steps to protect the integrity of our operational systems, thereby increasing our operational costs and potentially decreasing customer satisfaction. In addition, any problems caused by these third parties or affiliates, including as a result of them not providing us their services for any reason, or performing their services poorly, could adversely affect our ability to deliver products and services to customers and otherwise conduct business.our business, which could lead to reputational damage and regulatory investigations and intervention. Replacing these third party vendors or affiliates could also entail significant delays and expense. Further, the operational and regulatory risk we face as a result of these arrangements may be increased to the extent that we restructure such arrangements. Any restructuring could involve significant expense to us and entail significant delivery and execution risk which could have a material adverse effect on our business, operations and financial condition.

We are part of a group and we may engage in transactions with our subsidiaries or affiliates that others may not consider to be on an arm’s-length basis

We and our subsidiaries and affiliates have entered into a number of services agreements pursuant to which we render services, such as administrative, accounting, finance, treasury, legal services and others. Weother services. Also, we rely upon certain outsourced services (including information technology support, maintenance and consultancy services) provided by certain other members of the Banco Santander group.

group (for more information, see the risk factor entitled ‘We rely on third parties and affiliates for important infrastructure support, products and services’). The foregoing arrangements may be considered by some not to be on an arm’s-length basis. English law applicable to public companies and financial groups and institutions, as well as our articles of association, provide for several procedures designed to ensure that the transactions entered into, with or among our financial subsidiaries, do not deviate from prevailing market conditions for those types of transactions, including the requirement that our board of directors approve such transactions. We are likely to continue to engage in transactions with our subsidiaries or affiliates (including our controlling shareholder). Future conflicts of interests between us and any of our subsidiaries or affiliates, or among our subsidiaries and affiliates, may arise, which conflicts are not required to be and may not be resolved in our favour.

Further, as a subsidiary of Banco Santander SA, we may need to rely on our parent for support in our business, operations or capital position. If Banco Santander SA is not able to provide support at the required time, this could have a material adverse effect on our financial condition and prospects. In addition, we are subject to the oversight of Banco Santander SA and the strategy of the Banco Santander group as a whole and any material change in the strategy of the Banco Santander group may have a material adverse effect on our business and prospects.

Different disclosure and accounting principles between the UK and the US may provide different or less information about us than you expected

There may be less publicly available information about us than is regularly published about companies in the US. Issuers of securities in the UK are required to make public disclosures that are different from, and that may be reported under presentations that are not consistent with, disclosures required in countries with a relatively more developed capital market, including the US. While we are subject to the periodic reporting requirements of the Exchange Act, we are not subject to the same disclosure requirements in the US as a domestic US registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports, or the proxy rules applicable to domestic US registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules under Section 16 of the Exchange Act. Accordingly, the information about us available will not be the same as the information available to holders of securities of a US company and may be reported in a manner that is not familiar.

Risks concerning enforcement of judgments made in the US

The Company is a public limited company registered in England and Wales. All of the Company’s directors live outside the US. As a result, it may not be possible to serve process on such persons in the US or to enforce judgments obtained in US courts against them or us based on the civil liability provisions of the US federal securities laws or other laws of the US or any state thereof.

 

 

320298    Santander UK plc


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Risk elements in the loan portfolio

The disclosure of credit risk elements in this section reflects US accounting practice and classifications. The purpose of the disclosure is to present within the US disclosure framework the elements of our loan portfolios with a greater risk of loss. The main classifications of credit risk elements presented are:

-Impaired loans
-Unimpaired loans contractually past due 90 days or more as to interest or principal
-Forbearance
-Troubled debt restructurings
-Potential problem loans and advances
-Cross border outstandings.

Impaired loans

Loans are classified as impaired when there is objective evidence that not all contractual cash flows will be received. Under IFRS, separate disclosure is required of loans that are neither past due nor impaired, past due but not impaired, and impaired. This disclosure may be found in the ‘Credit risk – Santander UK group level – credit risk review’ section of the Risk review.

In accordance with IFRS, Santander UK 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. Interest income recognised on impaired loans is set out in the Consolidated Financial Statements. The income adjustment in respect of interest that is not anticipated to be recovered was £11m (2015: £15m, 2014: £23m).

Unimpaired loans contractually past due 90 days or more as to interest or principal

We classify loans as NPLs where customers don’t make a payment for three months or more, or if we have data to make us doubt they can keep up with their payments. We describe this in more detail in the ‘Credit risk – Santander UK group level – credit risk management’ section of the Risk review. Details of our non-performing loans and advances are set out below and in the ‘Credit risk – Santander UK group level – credit risk review’ section of the Risk review.

    

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Loans and advances to customers(1) of which:

               200,156                198,634                190,651                187,048                194,733 

NPLs

   2,994    3,056    3,424    3,823    4,210 

Total impairment loan loss allowances

   989    1,157    1,439    1,555    1,803 
    %    %    %    %    % 

NPL ratio(2)

   1.50    1.54    1.80    2.04    2.16 

Coverage ratio(3)

   33    38    42    41    43 
(1)Includes Social Housing loans and finance leases, and excludes trading assets.
(2)NPLs as a percentage of loans and advances to customers.
(3)Impairment loss allowances as a percentage of NPLs.

Forbearance

To support customers that encounter difficulties, we operate forbearance programmes to amend contractual amounts or timings where a customer’s financial distress indicates the potential that satisfactory repayment may not be made within the original terms and conditions of the contract. We employ a range of forbearance strategies in order to improve the management of customer relationships, maximise collection opportunities within customers’ affordability and, if possible, avoid foreclosure or repossession. For more on this, see the ‘Credit risk management—Retail Banking’ and ‘Credit risk management – Other segments’ sections of the Risk review.

Troubled debt restructurings

The US Securities and Exchange Commission requires separate disclosure of any loans whose terms have been modified by the lender because of the borrower’s financial difficulties, as a concession that the lender would not otherwise consider. These are classified as troubled debt restructurings. For disclosure of loans that would otherwise have been classified as past due or impaired whose terms have been renegotiated and disclosure on forbearance, see the ‘Credit risk’ section of the Risk review.

Potential problem loans and advances

Credit risk elements also cover potential problem loans. These are loans where information on possible credit problems among borrowers causes management to seriously doubt their ability to comply with the loan repayment terms. There are no potential problem loans other than those discussed above, and as discussed in the ‘Credit risk’ section of the Risk review.

Santander UK plc    299


Annual Report 2016

Other information for US investors

Cross border outstandings

Cross border outstandings, as defined by bank regulatory rules, are amounts payable to us by residents of foreign countries, regardless of the currency in which the claim is denominated, and local country claims in excess of local country obligations. Cross border outstandings consist mainly of loans and advances to customers and banks, finance lease debtors, interest-bearing investments and other monetary assets.

In addition to credit risk, cross border outstandings have the risk that, as a result of political or economic conditions in a country, borrowers may be unable to meet their contractual payment obligations of principal and or interest when due because of the unavailability of, or restrictions on, foreign exchange needed by borrowers to repay their obligations. These cross border outstandings are controlled through a well-developed system of country limits, which are reviewed to avoid concentrations of transfer, economic or political risks.

For further analysis of our country risk exposures, including eurozone and peripheral eurozone exposures and redenomination risk, see the ‘Country risk exposure’ section of the Risk review.

(i) Cross border outstandings exceeding 1% of total assets

At 31 December 2016, 2015 and 2014 cross border outstandings exceeding 1% of total assets were as follows:

2016  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

US

   5.0    13.1    0.1    18.2 

Japan

   2.8    3.3    1.4    7.5 
2015                    

US

   2.7    12.2    0.1    15.0 

Japan

   2.7    1.1    1.7    5.5 

France

   0.4    2.2    1.6    4.2 
2014                    

US

   4.9    11.1    0.2    16.2 

Japan

   3.8    0.2    1.1    5.1 

(ii) Cross border outstandings between 0.75% and 1% of total assets

At 31 December 2016, 2015 and 2014, cross border outstandings between 0.75% and 1% of total assets were as follows:

2016  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

Spain

   -    2.5    0.2    2.7 

Luxembourg

   -    2.3    0.3    2.6 

Germany

   -    2.5    -    2.5 

France

   0.4    2.0    0.1    2.5 
2015                    

Germany

   0.1    2.2    0.5    2.8 
2014                    

France

   0.4    2.2    0.1    2.7 

Spain

   -    2.5    0.1    2.6 

Germany

   0.2    1.9    0.3    2.4 

(iii) Cross border outstandings between 0.5% and 0.75% of total assets

At 31 December 2016, 2015 and 2014, cross border outstandings between 0.5% and 0.75% of total assets were as follows:

2016

None.

2015  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

Spain

   -    1.7    0.2    1.9 
2014                    

Switzerland

   0.7    0.5    0.3    1.5 

300    Santander UK plc


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The geographical analysis below is based on the location of the office from which the loans and advances to customers are made, rather than the domicile of the borrower. For geographical analysis by the domicile of the borrower rather than the office of lending, see the ‘Country risk exposure’ section in the Risk review.

Impairment loss allowances on loans and advances to customers

An analysis of impairment loss allowances on loans and advances to customers is presented below.

    

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Observed impairment loss allowances:

          

Advances secured on residential properties - UK

   130    159    248    303    299 

Corporate loans - UK

   287    282    412    482    734 

Finance leases - UK

   13    12    7    8    6 

Unsecured personal advances - UK

   73    78    85    80    146 

Total observed impairment loss allowances

   503    531    752    873    1,185 

Incurred but not yet observed impairment loss allowances:

          

Advances secured on residential properties - UK

   149    265    331    290    253 

Corporate loans - UK

   95    113    146    151    162 

Finance leases - UK

   100    57    47    36    34 

Unsecured personal advances - UK

   142    191    163    205    168 

Total incurred but not yet observed impairment loss allowances

   486    626    687    682    617 

Total impairment loss allowances

   989    1,157    1,439    1,555    1,802 

Movements in impairment loss allowances on loans and advances to customers

An analysis of movements in impairment loss allowances on loans and advances to customers is presented below.

    

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Impairment loss allowances at 1 January

   1,157    1,439    1,555    1,802    1,429 

Amounts written off:

          

Advances secured on residential properties - UK

   (29)    (32)    (56)    (89)    (75) 

Corporate loans - UK

   (72)    (157)    (150)    (382)    (215) 

Finance leases - UK

   (3)    (5)    (7)    (10)    (13) 

Unsecured personal advances - UK

   (196)    (244)    (272)    (342)    (377) 

Total amounts written off

   (300)    (438)    (485)    (823)    (680) 

Observed impairment losses charged against profit:

          

Advances secured on residential properties - UK

   -    (57)    1    93    55 

Corporate loans - UK

   77    24    80    130    542 

Finance leases - UK

   12    12    6    12    12 

Unsecured personal advances - UK

   174    248    277    316    338 

Total observed impairment losses charged against profit

   263    227    364    551    947 

Incurred but not yet observed impairment losses charged against/(released into) profit

   (131)    (71)    5    25    106 

Total impairment losses charged against profit

   132    156    369    576    1,053 

Impairment loss allowances at 31 December

   989    1,157    1,439    1,555    1,802 
    %   %   %   %   % 

Ratio of amounts written off to average loans during the year

   0.15    0.22    0.26    0.43    0.34 

Recoveries, net of collection costs

An analysis of recoveries, net of collection costs is presented below.

    

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Advances secured on residential properties - UK

   4    2    3    4    4 

Corporate loans - UK

   3    3    4    8    6 

Finance leases - UK

   2    2    2    2    2 

Unsecured personal advances - UK

   56    83    102    87    53 

Total amount recovered

   65    90    111    101    65 

Santander UK plc    301


Annual Report 2016

Other information for US investors

Taxation for US investors

The following is a summary, under current law, of the main UK tax considerations relating to the beneficial ownership by a US taxpayer of the shares of the Company. This summary is provided for general guidance and does not address investors that are subject to special rules or that do not hold the shares 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 shares.

UK 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.

UK 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).

UK 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.

302    Santander UK plc


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Articles of Association

The following is a summary of the Articles of Association (the Articles) of the Company.

Santander UK plc is a public limited company incorporated and registered in England and Wales under the Companies Act 2006, with registered number 2294747. The Articles do not specifically state or limit the objects of the Company which 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 his or her 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. 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.

On a distribution of assets on winding up of the Company or return of capital (other than on a redemption or purchase by the Company of any of its share capital), members holding preference shares shall in respect thereof be entitled to receive, out of the surplus assets remaining after payment of the Company’s liabilities, an amount equal to the amount paid up or credited as paid up on the preference shares together with such premium (if any) as may be determined by the Board prior to allotment thereof (and so that the Board may determine that such premium is payable only in specified circumstances).

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. Where the shares are partly paid, the Board may make further calls upon the holders in respect of any sum whether in respect of nominal value or premium that is 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 shares of any class. 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% 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 laws and regulations in their home jurisdiction.

Santander UK plc    303


Annual Report 2016

Other information for US investors

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the Exchange Act), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

The following activities are disclosed in response to Section 13(r) with respect to the Company and its affiliates within the Banco Santander group. During the period covered by this report:

(a)Santander UK holds two savings accounts and one current account for two customers resident in the UK who are currently designated by the US under the Specially Designated Global Terrorist (SDGT) sanctions program. Revenues and profits generated by Santander UK on these accounts in the year ended December 31, 2016 were negligible.

(b)Santander UK held a savings account for a customer resident in the UK who is currently designated by the US under the SDGT sanctions program. The savings account was closed on July 26, 2016. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible.

(c)Santander UK held a current account for a customer resident in the UK who is currently designated by the US under the SDGT sanctions program. The current account was closed on December 22, 2016. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible.

(d)Santander UK holds two frozen current accounts for two UK nationals who are designated by the US under the SDGT sanctions program. The accounts held by each customer have been frozen since their designation and have remained frozen through the year ended December 31, 2016. The accounts are in arrears (£1,844.73 in debit combined) and are currently being managed by Santander UK Collections & Recoveries department. Revenues and profits generated by Santander UK on these accounts in the year ended December 31, 2016 were negligible.

(e)During the year ended December 31, 2016, Santander UK had an OFAC match on a power of attorney account. The power of attorney listed on the account is currently designated by the US under the SDGT & Iranian Financial Sanctions Regulations (IFSR) sanctions program. The power of attorney was removed from the account on July 29, 2016. During the year ended December 31, 2016, revenues and profits generated by Santander UK were negligible.

(f)An Iranian national, resident in the UK, who is currently designated by the US under the IFSR and the Non-Proliferation of Weapons of Mass Destruction (NPWMD) designation, held a mortgage with Santander UK that was issued prior to such designation. The mortgage account was redeemed and closed on April 13, 2016. No further drawdown has been made (or would be allowed) under this mortgage although we continued to receive repayment instalments prior to redemption. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible. The same Iranian national also held two investment accounts with Santander ISA Managers Limited. The funds within both accounts were invested in the same portfolio fund. The accounts remained frozen until the investments were closed on May 12, 2016 and cheques issued to the customer on May 13, 2016. Revenue generated by Santander UK on these accounts in the year ended December 31, 2016 was negligible relative to the overall revenues of Banco Santander SA.

(g)In addition, during the year ended December 31, 2016, Santander UK held a basic current account for an Iranian national, resident in the UK, previously designated under the OFAC Iran designation. The account was closed in September 2016. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible.

In addition, the Banco Santander group has an outstanding legacy export credit facility with Bank Mellat. In 2005, Banco Santander SA participated in a syndicated credit facility for Bank Mellat of15.5m, which matured on July 6, 2015. As of December 31, 2016, the Banco Santander group was owed0.1m not paid at maturity under this credit facility, corresponding to the 5% that was not covered by official export credit agencies.

Banco Santander SA has not been receiving payments from Bank Mellat under this or other credit facilities in recent years. Banco Santander SA has been and expects to continue to be repaid any amounts due by official export credit agencies. No funds have been extended by Banco Santander SA under this facility since it was granted.

In addition, the Banco Santander group also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (stand-by letters of credit to guarantee the obligations – either under tender documents or under contracting agreements – of contractors who participated in public bids in Iran) that were in place prior to April 27, 2007.

In the aggregate, all of the transactions described above resulted in gross revenues and net profits in the year ended December 31, 2016 that were negligible relative to the overall revenues and profits of Banco Santander SA. The Banco Santander group has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. The Banco Santander group is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in the case of the export credits). As such, the Banco Santander group intends to continue to provide the guarantees and hold these assets in accordance with company policy and applicable laws.

304    Santander UK plc


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New York Stock Exchange (NYSE) Corporate Governance – differences in UK and NYSE corporate governance practice

The Company issues notes in the US from time to time pursuant to a shelf registration statement filed with the SEC. As these notes are listed on the NYSE, the Company is required to comply with NYSE corporate governance standards. Under the NYSE corporate governance standards, the Company must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under the NYSE corporate governance standards. We believe the following to be the significant differences between our current corporate governance practices and those applicable to US companies under the NYSE corporate governance standards.

Under the NYSE corporate governance standards, independent directors must comprise a majority of the Board. As at 31 December 2016, our Board was comprised of a Chair (who is also a Non-Executive Director), one Executive Director (the CEO) and eleven other Non-Executive Directors. The Chair, Shriti Vadera, and six of the other Non-Executive Directors, Alain Dromer, Annemarie Durbin, Ed Giera, Chris Jones, Genevieve Shore and Scott Wheway, were independent as defined in the NYSE corporate governance standards. The other five Non-Executive Directors were not independent according to NYSE corporate governance standards as they are representatives of the ultimate parent company, Banco Santander SA.

The NYSE corporate governance standards require that listed US companies have a nominating or corporate governance committee composed entirely of independent directors and with a written charter addressing certain corporate governance matters. Applicable UK rules do not require companies without equity shares listed on the London Stock Exchange, such as the Company, to have a nominating committee. However, the Company has a Board Nomination Committee, which leads the process for Board appointments. This Committee has written Terms of Reference setting out its role to identify and nominate candidates for Board and Board Committee appointments. As at 31 December 2016, the following Directors made up the Board Nomination Committee: Shriti Vadera (Chair), Ana Botín, Bruce Carnegie-Brown, Chris Jones, Ed Giera and Scott Wheway. Of these Directors, Shriti Vadera, Chris Jones, Ed Giera and Scott Wheway were independent according to NYSE corporate governance standards as at 31 December 2016.

In addition, the Board is responsible for monitoring the effectiveness of the Company’s governance practices and making changes as needed to ensure the alignment of the Company’s governance system with current best practices. The Board monitors and manages potential conflicts of interest of management, Board members, shareholders, external advisors and other service providers, including misuse of corporate assets and abuse in related party transactions.

The NYSE corporate governance standards require that listed US companies have a compensation committee composed entirely of independent directors and with a written charter addressing certain corporate governance matters. The Board Remuneration Committee was not composed entirely of independent directors in 2016 according to NYSE corporate governance standards. Under its written Terms of Reference, this Committee is primarily responsible for overseeing and supervising Santander UK’s policies and frameworks covering remuneration and reward. As at 31 December 2016, the Board Remuneration Committee was made up of six independent Non-Executive Directors according to NYSE corporate governance standards (Scott Wheway (Chair), Alain Dromer, Annemarie Durbin, Ed Giera, Chris Jones, and Genevieve Shore) and one Non-Executive Director who was not independent according to such standards (Bruce Carnegie-Brown).

The NYSE corporate governance standards require that listed US companies have an audit committee that satisfies the requirements of Rule 10A-3 under the US Securities Exchange Act of 1934, as amended (Rule 10A-3), with a written charter addressing certain corporate governance matters, and whose members are all independent as defined in Rule 10A-3. As a wholly-owned subsidiary of a parent that satisfies the requirements of Rule 10A-3(c)(2), the Company is exempt from the requirements of Rule 10A-3. However, the Company does have a Board Audit Committee. As at 31 December 2016, the Board Audit Committee was made up of seven Non-Executive Directors: Chris Jones (Chair), Alain Dromer, Annemarie Durbin, Ed Giera, Genevieve Shore, Manuel Soto and Scott Wheway. All seven members were independent in 2016 as defined in Rule 10A-3.

The scope of the Board Audit Committee’s Terms of Reference as well as the duties and responsibilities of such committee are more limited than that required of audit committees under the NYSE corporate governance standards. For example, the Board Audit Committee does not provide an audit committee report as required by the NYSE corporate governance standards to be included in the Company’s annual proxy statement.

The NYSE corporate governance standards require that listed US companies adopt and disclose corporate governance guidelines, including with respect to the qualification, training and evaluation of their Directors. The NYSE corporate governance standards also require that the Board conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The Board has undertaken regular reviews of Board effectiveness primarily through an internal process led by the Chair. In 2013, the first external Board effectiveness review was conducted by Bvalco Limited, an external evaluator. The Board undertook an external review of Board effectiveness in 2016 and agreed on a plan for continuous improvement.

A CEO of a US company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate government standards. In accordance with NYSE corporate governance standards applicable to foreign private issuers, our CEO is not required to provide the NYSE with such an annual compliance certification.

In addition, as a wholly-owned subsidiary of an NYSE-listed company, the Company is exempt from two NYSE listing standards otherwise applicable to foreign companies listed on the NYSE as well as US companies listed on the NYSE. The first requires the CEO of any NYSE-listed foreign company to notify promptly the NYSE in writing after any executive of the issuer becomes aware of any material non-compliance with any applicable NYSE corporate governance standards. The second requires NYSE-listed foreign companies to submit executed written affirmations annually to the NYSE.

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Other information for US investors

Glossary of financial services industry terms

TermDefinition
1I2I3 World 

The 1I2I3 World is the marketing name for a suite of products offering customers a range of benefits such as cashback and tiered interest, house insurance and special deals. The products include the 1I2I3 Current Account, the 1I2I3 Credit Card, and additional current accounts tailored to specific stages in a person’s life, such as the 1I2I3 Mini (for children, in Trust), Student, Graduate, and Postgraduate accounts.

1I2I3 World customer

A customer who holds one of our 1I2I3 current accounts, 1I2I3 Credit Card (including additional card holders) or the 1I2I3 Mini Account (in Trust). Trustees are not classed as 1I2I3 World customers. All customers must meet the eligibility for each product and 1I2I3 World offer.

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.

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 or student loans.

UK Bank Levy

The government levy that applies to certain UK banks, UK building societies and the UK operations of foreign banks from 1 January 2011. The levy is payable based on a percentage of the chargeable equity and liabilities of the bank at the balance sheet date.

Basel III

In December 2010, the Basel Committee on Banking Supervision issued the Basel III rules text, which presents the details of strengthened global regulatory standards on bank capital adequacy and liquidity. The standards were implemented in the EU in January 2014.

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.

Business Banking

Division serving enterprises with a turnover of up to £250,000 per annum.

Colleague engagement

Colleague engagement is measured on annual basis in the Group Engagement Survey (GES), conducted by Korn Ferry for Banco Santander. Results are benchmarked against other firms in the UK financial datasector and other high performing firms.

Collectively assessed

loan impairment

provisions

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. See ‘Impairment of financial assets’ in Note 1 to the Consolidated Financial Statements.
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 Santander UK 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 be issued in a range of denominations and can be discounted or interest-bearing.

Commercial Real Estate

(CRE)

Lending to UK customers, primarily on tenanted property assets, with a focus on the office, retail, industrial and residential sectors.

Common Equity Tier 1

(CET1) capital

The called-up share capital and eligible reserves less deductions calculated in accordance with the CRD IV implementation rules as per the PRA Policy Statement PS7/13. CET1 capital ratio is CET1 capital as a percentage of risk-weighted assets.

CET1 capital ratio

CET1 capital as a percentage of risk weighted assets.

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.

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 PRA.

Core Tier 1 capital ratio

Core Tier 1 capital as a percentage of risk weighted assets.

Corporate customer

satisfaction

Measured by the Charterhouse UK Business Banking Survey, an ongoing telephone based survey designed to monitor usage and attitude of UK businesses towards banks. 17,000 structured telephone interviews are conducted each year among businesses of all sizes from new start-ups to large corporates with annual sales of £1bn.

Corporates

The sum of SMEs with an annual turnover of between £250,000 and £50m, mid corporate customers between £50m and £500m and large corporate customers above £500m.

Cost-to-income ratio

Total operating expenses as a percentage of total income.

Coverage ratio

Impairment loss allowances as a percentage of total non-performing loans and advances. See non-performing loans and advances tables in the Risk review for industry specific definitions of individual products.

Covered bonds

Debt securities backed by a portfolio of mortgages that is segregated from the issuer’s other assets solely for the benefit of the holders of the covered bonds. The Santander UK group issues covered bonds as part of its funding activities.

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.

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.

Credit Valuation

Adjustment (CVA)

Adjustments to the fair values of derivative assets to reflect the creditworthiness of the counterparty.

Capital Requirements

Directive IV (CRD IV)

An EU legislative package covering prudential rules for banks, building societies and investment firms.

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 will pay a fixed interest rate, while the other will pay 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.

Current Account Switch

Service (CASS) guarantee

On 16 September 2013, Bacs (previously Payments Council) launched CASS. The service is free-to-use for consumers, small charities, small businesses and small trusts, and is designed to make switching current accounts from one bank or building society to another, simpler, reliable and hassle-free, thus removing customers’ perceived barriers to switching. The new service is backed by a customer guarantee and aims to increase competition in the high street, support the entry of new banks in the current account marketplace and give customers greater choice if they want to switch.

 

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TermDefinition

Customer loans /

customer deposits

Money lent to or deposited by all individuals and companies that are not credit institutions. Such funds are predominantly recorded as assets and liabilities in the balance sheet under Loans and advances to customers and Deposits by customers, respectively.

Customer funding gap

Customer loans less customer deposits.

Customer satisfaction

See ‘Corporate customer satisfaction’ and ‘Retail customer satisfaction’.

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.

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.

Debt securities in issue

Transferable certificates of indebtedness of the Santander UK group to the bearer of the certificates. These are liabilities of the Santander UK group and include commercial paper, certificates of deposit, bonds and medium-term notes.

Defined benefit

obligation

The present value of expected future payments required to settle the obligations of a defined benefit plan resulting from employee service.
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.

Defined contribution

plan

A pension plan under which the Santander UK 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, i.e. the employer’s obligation is limited to its contributions to the fund.

Delinquency

See ‘Arrears’.

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 Santander UK group’s balance sheet under Deposits by Banks, Trading Liabilities or Financial Liabilities designated at Fair Value.

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.

Digital customers

Digital customers reflect the number of customers who have logged onto Retail or Business online banking or mobile app at least once in the month.

Distributable items

Equivalent to distributable profits under the Companies Act 2006.

Dividend payout ratio

Equity dividend declared as a percentage of earnings attributable to ordinary shareholders (profit after tax less payment of dividend on equity accounted instruments and non-controlling interests). The payment of each dividend is subject to regulatory approval.

Economic capital

An internal measure of the minimum equity and preference capital required for the Santander UK group to maintain its credit rating based upon its risk profile.

Expected loss

The Santander UK 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 Santander UK group-modelled view of anticipated loss based on Probability of Default, Loss Given Default and Exposure at Default, with a one-year time horizon.

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.

Exposure at default

(EAD)

The estimation of the extent to which the Santander UK 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.

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.

Financial Conduct

Authority (FCA)

A UK quasi-governmental agency formed as one of the successors to the Financial Services Authority (FSA). The FCA regulates financial firms providing services to UK consumers and maintains the integrity of the UK’s financial markets. It focuses on the regulation of conduct by both retail and wholesale financial services firms.

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 PRA 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 PRA, including Santander UK plc and other members of the Santander UK group.

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 a 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.

Forbearance

Forbearance takes place when a concession is made on the contractual terms of a loan in response to an obligor’s financial difficulties.

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).

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.

Funding for Lending

Scheme (FLS)

A scheme designed by the Bank of England and HM Treasury to incentivise banks and building societies to boost their lending to UK households and non-financial companies. It aims to do this by providing funding to banks and building societies for an extended period, with both the price and quantity of funding provided linked to their performance in lending to the UK non-financial sector.

Home loan (Residential

mortgage)

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.

Impaired loans

Loans where the Santander UK group does not expect to collect all the contractual cash flows or to collect them when they are contractually due.

Impairment loss

allowance (Loan loss

allowance)

An impairment loss allowance held on the balance sheet as a result of the raising of a charge against profit for the incurred loss in the lending book. An impairment loss allowance may be either identified or unidentified and individual or collective.

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Annual Report 2016

Other information for US investors

TermDefinition
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.

Individually assessed

loan impairment

provisions

Impairment is measured individually for assets that are individually significant. For these assets, the Santander UK 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.

Internal Capital

Adequacy Assessment

Process (ICAAP)

The Santander UK group’s own assessment of its regulatory capital requirements, as part of CRD IV. It takes into account the regulatory and commercial environment in which the Santander UK group operates, the Santander UK group’s Risk Appetite, the management strategy for each of the Santander UK group’s material risks and the impact of appropriate adverse scenarios and stresses on the Santander UK group’s capital requirements.

Internal Liquidity

Adequacy Assessment

Process (ILAAP)

The Santander UK group’s own assessment of the prudent level of liquidity that is consistent with the Santander UK group’s LRA. It documents and demonstrates the Santander UK group’s overall liquidity adequacy – an appropriate level of liquid resources, a prudent funding profile and comprehensive management and control of liquidity and funding risks.

Internal ratings-based

approach (IRB)

The Santander UK group’s method, under the CRD IV framework, for calculating credit risk capital requirements using the Santander UK 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.

Investment grade

A debt security, treasury bill or similar instrument with a credit rating measured by external agencies of AAA to BBB.
ISDA Master agreement

Standardised contract developed by ISDA (International Swaps and Derivatives Association) used as an umbrella under which bilateral derivatives contracts are entered into.

Large corporate

Enterprises which have a turnover above £500m per annum.

Lending to corporates

The sum of our Business banking, Commercial Banking and Global Corporate Banking loan balances.

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 Santander UK group has the ability to access at the measurement date.

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.

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.

Liquid assets coverage

of wholesale funding of

less than one year

LCR eligible liquidity pool divided by wholesale funding with a residual maturity of less than one year.

Liquidity Coverage Ratio

(LCR)

The LCR is intended to ensure that a bank maintains an adequate level of unencumbered, high quality liquid assets which can be used to offset the net cash outflows the bank could encounter under a short-term significant liquidity stress scenario.

LCR eligible liquidity

pool

Assets eligible for inclusion in the LCR as high quality liquid assets. The LCR eligible liquidity pool also covers both Pillar 1 and Pillar 2 risks.

Loan loss rate

Defined as a rolling twelve months impairment charge on loans and advances divided by average loans and advances.

Loan-to-deposit ratio

(LDR)

LDR is calculated as loans and advances to customers (excluding reverse repos) divided by deposits by customers (excluding repos).
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.

Loss Given Default (LGD)

The fraction of Exposure at Default 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.

Loyal retail customers

Primary banking current account customers (those who have a minimum credit turnover of at least £500 per month and at least two direct debits on the account) who hold an additional product.

Loyal SME and corporate

customers

Business banking and corporate customers that hold at least three products. Corporate customers in the trade business must also have a current account with a minimum activity threshold specific to their customer segment.

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.

Medium-Term Funding

(MTF)

Shown at a sterling equivalent value. Consists of senior debt issuance, asset-backed issuance (including securitisation and covered bond issuance) and structured issuance (including firm financing repurchase agreements). MTF excludes any collateral received from the Bank of England’s Funding for Lending Scheme (FLS) or Term Funding Scheme (TFS).

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.

Mid corporates

Enterprises which have a turnover of between £50m and £500m per annum.

Mortgages

Refers to residential retail mortgages only and excludes social housing and commercial mortgage assets.

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.

Mortgage retention

The proportion of customers with a maturing mortgage that remain with Santander. Applied to mortgages four months post maturity and is calculated as a twelve-month average of retention rates.

n.m.

Not meaningful when the change is above 100%.

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TermDefinition

Net fee and commission

income

Fee and commission income minus other fees paid that are not an integral part of the effective interest rate. For retail and corporate 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 Santander UK group’s branch and ATM networks, annual fees payable by credit card holders and fees for non-banking financial products.

Net interest income

The difference between interest received on assets and interest paid on liabilities.

Net Interest Margin (NIM)

Net interest income as a percentage of average interest-earning assets.

Net Stable Funding Ratio

(NSFR)

The ratio of available stable funding resources to stable funding requirements over a one year time horizon, assuming a stressed scenario. The Basel III rules require this ratio to be over 100%.

Non-performing loans

(NPLs)

Loans and advances are classified as non-performing typically when the counterparty fails to make payments when contractually due for three months or longer, although there can be additional qualifying criteria depending upon the business segment and product. For additional information on the definition of NPLs, see ‘Santander UK group Level—Credit risk management – risk measurement and control’ in the Risk review section of this Annual Report.

NPL ratio

NPLs as a percentage of loans and advances to customers.

Other retail products

Other Retail products include Business Banking, Cater Allen, Structured Products, cahoot and the branch in Jersey.

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.

Own credit

The effect of the Santander UK group’s own credit standing on the fair value of financial liabilities.

Past due

A financial asset such as a loan is past due when the counterparty has failed to make a payment when contractually due.
People Supported

People supported through our charity partnerships and leading Explorer, Transformer and Changemaker programmes. Employee volunteer activities are organised through our flagship Discovery Project programme, the Santander Foundation and Santander Universities.

Pillar 2

The part of the CRD IV Accord which sets out the process by which a bank should review its overall capital adequacy and the processes under which the supervisors evaluate how well financial institutions are assessing their risks and take appropriate actions in response to the assessments.

Pillar 3

The part of the CRD IV Accord which sets out the disclosure requirements for firms to publish details of their risks, capital and risk management. The aims are greater transparency and strengthening market discipline.

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.

Prime/prime mortgage

loans

A US description for mortgages granted to the most creditworthy category of borrowers.

Private equity investments

Equity holdings in operating companies not quoted on a public exchange.

Prudential Regulation

Authority (PRA)

The UK financial services regulator formed as one of the successors to the FSA. The PRA is part of the Bank of England and is responsible for the prudential regulation and supervision of banks, building societies, credit unions, insurers and major investment firms. It sets standards and supervises financial institutions at the level of the individual firm.

Regulatory capital

The amount of capital that the Santander UK group holds, determined in accordance with rules established by the UK PRA for the consolidated Santander UK group and by local regulators for individual Santander UK group companies.

Repurchase agreement

(Repo)

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).

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).
Retail customer satisfaction

Measured through the Financial Research Survey (FRS), a monthly personal finance survey of around 5,000 consumers prepared by the independent market research agency, GfK. The ‘Overall Satisfaction’ score refers to proportion of extremely and very satisfied customers across mortgages, savings, main current accounts, home insurance, UPLs and credit cards, based on a weighting of those products calculated to reflect the average product distribution across Santander UK and competitor brands.

Retail deposit spread

Retail Banking customer deposit spreads against the relevant swap rate or LIBOR. Retail Banking customer deposits include savings and bank accounts for personal and business banking customers.

Retail IRB approach

The Santander UK group’s internal method of calculating credit risk capital requirements for its key retail portfolios. The FSA approved the Santander UK group’s application of the Retail IRB approach to the Santander UK group’s credit portfolios with effect from 1 January 2008.

Retail loans

Loans to individuals rather than institutions, including residential mortgage lending and banking and consumer credit.

Risk Appetite

The level of risk (types and quantum) that the Santander UK group is willing to accept (or not accept) to safeguard the interests of shareholders whilst achieving business objectives.

Risk-weighted assets

(RWA)

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 PRA.

Santander UK

Refers to Santander UK Group Holdings plc and its subsidiaries.
Securitisation

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. A company sells assets to a structured 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. Santander UK has established securitisation structures as part of its funding and capital management activities.

Santander UK plc    309


Annual Report 2016

Other information for US investors

TermDefinition
Select customers

Customers who have a Santander Current Account plus one of the following: monthly credit turnover of £5k, or savings, banking and investments worth £75k, or a Santander mortgage on a property worth a minimum of £500k.

Small and medium

enterprises (SMEs)

Enterprises with a turnover of between £250,000 and £50m per annum.
Standardised approach

In relation to credit risk, a method for calculating credit risk capital requirements under CRD IV, using External Credit Assessment Institutions ratings and supervisory risk weights. The Standardised approach is less risk-sensitive than IRB (see ‘IRB’ above). In relation to operational risk, a method of calculating the operational capital requirement under CRD IV, by the application of a supervisory defined percentage charge to the gross income of eight specified business lines.

Stress testing

Stress testing is a management tool that facilitates a forward looking perspective on risk management, strategic planning, capital, and liquidity and funding planning.
Structured entity

An entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements.

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 a range of underlying assets, including equities, interest rates, funds, commodities and foreign currency.

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.
Sub-prime

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.

Supranational

An international organisation where member states transcend national boundaries or interests to share in decision-making and vote on issues relating to the organisation’s geographical focus.

SVR

Standard Variable Rate for mortgages.
Tier 1 capital

A measure of a bank’s financial strength defined by the PRA. 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.

Tier 1 capital ratio

The ratio expresses Tier 1 capital as a percentage of risk weighted assets.
Tier 2 capital

Defined by the PRA. 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.

Total operating income

Total operating income comprises net interest and similar income, net fee and commission income and net trading and other income, as described in Notes 3, 4 and 5, respectively, of the Consolidated Financial Statements.

Total wholesale funding

Comprises the sum of all outstanding debt securities, structured issuance (including firm financing repurchase agreements), subordinated debt and capital issuance, TFS and non-customer deposits. Total wholesale funding excludes any collateral received as part of the FLS.

Trading book

Positions in financial instruments held either with trading intent or in order to hedge other elements of the trading book, which must be free of restrictive covenants on their tradability or ability to be hedged.

Troubled debt

restructurings

A US description for restructuring a debt whereby the creditor for economic or legal reasons related to a debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.

UK leverage ratio

(previously known as PRA

end-point Tier 1 leverage

ratio)

CRD IV end-point Tier 1 capital divided by exposures as defined by the European Commission Delegated Regulation 2015/62 of October 2014. In July 2016, the definition was amended to exclude from the calculation for total exposure those assets held against central banks that are matched by deposits in the same currency and of equal or longer maturity.
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.

Wholesale funding with

a residual maturity of

less than one year

Wholesale funding which has a residual maturity of less than one year at the balance sheet date.
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.

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.

310    Santander UK plc


Risk factorsRisk elements inTaxation forArticles ofITRANYSEGlossaryContact and other  Form20-F
the loan portfolioUS investorsAssociationinformation

 

Contact and other information

Registered office, principal office and investor relations departmentSantander Shareholder Relations

2 Triton Square

Regent’s Place

London

NW1 3AN

Phone number: 0870-607-6000

2 Triton Square

Regent’s Place

London

NW1 3AN

Phone numbers:

0871-384-2000

+44 (0) 121-415-7188 (outside the UK)

Email:

shareholders@santander.com

Designated agent

The designated agent for service of process on Santander UK in the United States is Abbey National Treasury Services plc (Connecticut branch), 400 Atlantic Street, Stamford, CT 06901.

Other information

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 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.

None of the websites referred to in this Annual Report on Form 20-F for the year ended 31 December 20152016 (the Form 20-F), including where a link is provided, nor any of the information contained on such websites is incorporated by reference in the Form 20-F.

Legal proceedings

We are party to various legal proceedings in the ordinary course of business, the ultimate resolution of which is not expected to have a material adverse effect on our financial position or our results of operations. See Notes 33 and 35 to the Consolidated Financial Statements.

Material contracts

We are party to various contracts in the ordinary course of business. For the threetwo years ended 31 December 20152016 there have been no material contracts entered into outside the ordinary course of business, except for the contracts described below.

Abbey National Treasury Services plc, Santander UK plc, and Cater Allen Limited, which are the three PRA-regulated entities within the Santander UK group, are party to a capital support deed dated 23 December 2015 (the Capital Support Deed) with certain other non-regulated subsidiaries of Santander UK plc and Santander UK Group Holdings plc. The parties to the Capital Support Deed constitute a core UK group as defined in the PRA Rulebook. Exposures of each of the three regulated entities to other members of the core UK group are exempt from large exposure limits that would otherwise apply. The purpose of the Capital Support Deed is to facilitate the prompt transfer of available capital resources from, or repayment of liabilities by, the non-regulated parties to any of the regulated parties in the event that one of the regulated parties has breached or is at risk of breaching its capital resources requirements or risk concentrations requirements. The core UK group permission expires on 31 December 2018.

Audit fees

See Note 7 to the Consolidated Financial Statements.

Profit on sale of subsidiaries

No profits arose on sales of our undertakings during the three years ended 31 December 2015.

Significant acquisitions and disposals

Our results were not materially affected by acquisitions and disposals during the three years ended 31 December 2015.

Accounting developments under IFRSBALANCE SHEETS

See Note 1 to the Consolidated Financial Statements.

    

2016(1)

US$m

   

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Assets

            

Cash and balances at central banks

   21,105    17,107    16,842    22,562    26,374    29,282 

Trading assets

   37,054    30,035    23,961    21,700    22,294    22,498 

Derivative financial instruments

   31,424    25,471    20,911    23,021    20,049    30,146 

Financial assets designated at fair value

   2,640    2,140    2,398    2,881    2,747    3,811 

Loans and advances to banks

   5,364    4,348    3,548    2,057    2,347    2,438 

Loans and advances to customers

   246,417    199,738    198,045    188,691    184,587    190,782 

Loans and receivables securities

   317    257    52    118    1,101    1,259 

Available for sale securities

   13,029    10,561    9,012    8,944    5,005    5,483 

Held-to-maturity investments(1)

   8,202    6,648    -    -    -    - 

Macro hedge of interest rate risk

   1,355    1,098    781    963    769    1,222 

Interests in other entities

   75    61    48    38    27    8 

Intangible assets

   2,857    2,316    2,231    2,187    2,335    2,325 

Property, plant and equipment

   1,839    1,491    1,597    1,624    1,521    1,541 

Current tax assets

   -    -    49    -    114    50 

Deferred tax assets

   -    -    -    -    16    34 

Retirement benefit assets

   491    398    556    315    118    254 

Other assets

   1,817    1,473    1,375    876    882    1,885 

Total assets

               373,986                303,142                281,406                275,977                270,286                293,018 

Liabilities

            

Deposits by banks

   12,052    9,769    8,278    8,214    8,696    9,935 

Deposits by customers

   218,577    177,172    164,074    153,606    147,167    149,037 

Trading liabilities

   19,196    15,560    12,722    15,333    21,278    21,109 

Derivative financial instruments

   28,502    23,103    21,508    22,732    18,863    28,861 

Financial liabilities designated at fair value

   3,010    2,440    2,016    2,848    3,407    4,002 

Debt securities in issue

   62,112    50,346    49,615    51,790    50,870    59,621 

Subordinated liabilities

   5,309    4,303    3,885    4,002    4,306    3,781 

Macro hedge of interest rate risk

   432    350    110    139    -    - 

Other liabilities

   3,542    2,871    2,335    2,302    1,883    2,526 

Provisions

   864    700    870    491    550    795 

Current tax liabilities

   67    54    1    69    4    4 

Deferred tax liabilities

   158    128    223    59    -    - 

Retirement benefit obligations

   323    262    110    199    672    305 

Total liabilities

   354,144    287,058    265,747    261,784    257,696    279,976 

Equity

            

Share capital and other equity instruments

   6,050    4,904    4,911    4,244    3,709    3,999 

Share premium

   6,933    5,620    5,620    5,620    5,620    5,620 

Retained earnings

   6,028    4,886    4,679    4,056    3,377    3,405 

Other reserves

   646    524    314    273    (116)    18 

Total shareholders’ equity

   19,657    15,934    15,524    14,193    12,590    13,042 

Non-controlling interests

   185    150    135    -    -    - 

Total equity

   19,842    16,084    15,659    14,193    12,590    13,042 

Total liabilities and equity

   373,986    303,142    281,406    275,977    270,286    293,018 
(1)In 2016, Santander UK plc purchased a portfolio of UK Government gilts which have been classified as held-to-maturity investments. For more information, see the Balance sheet review.

 

 

Santander UK plc    273


Annual Report 20152016

Shareholder information

 

 

 

Subsidiaries, joint ventures and associates

In accordance with Section 409INCOME STATEMENTS

    

2016(1)

US$m

   

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Net interest income

   4,419    3,582    3,575    3,434    2,963    2,734 

Net fee and commission income

   950    770    715    739    758    861 

Net trading and other income

   547    443    283    297    308    1,088 

Total operating income

   5,916    4,795    4,573    4,470    4,029    4,683 

Operating expenses before impairment losses, provisions and charges

      (2,978)             (2,414)             (2,400)             (2,397)             (2,195)             (2,114) 

Impairment losses on loans and advances

   (83)    (67)    (66)    (258)    (475)    (988) 

Provisions for other liabilities and charges

   (490)    (397)    (762)    (416)    (250)    (429) 

Total operating impairment losses, provisions and charges

   (573)    (464)    (828)    (674)    (725)    (1,417) 

Profit from continuing operations before tax

   2,365    1,917    1,345    1,399    1,109    1,152 

Tax on profit from continuing operations

   (738)    (598)    (381)    (289)    (211)    (271) 

Profit from continuing operations after tax

   1,627    1,319    964    1,110    898    881 

(Loss)/profit from discontinued operations after tax

   -    -    -    -    (8)    62 

Profit after tax for the year

   1,627    1,319    964    1,110    890    943 

Attributable to:

            

Equity holders of the parent

   1,594    1,292    939    1,110    890    943 

Non-controlling interests

   33    27    25    -    -    - 
(1)Amounts stated in US dollars have been translated from sterling at the rate of £1.00 - US$1.2337, the noon buying rate on 31 December 2016.

EXCHANGE RATES

The following tables set forth, for the Companies Act 2006, a list of Santander UK plc’s subsidiaries, joint ventures and associates,periods indicated, certain information concerning the country of incorporation andexchange rate for pounds sterling based on the effective percentage of equity owned at 31 December 2015 is disclosed below. This section forms an integral part of the financial statements.

Subsidiaries

All subsidiaries are consolidatednoon buying rate in New York City for cable transfers in foreign currencies, as certified for customs purposes by the Santander UK group.

Incorporated and registeredFederal Reserve Bank of New York, expressed in England and Wales: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 24 February 2017 was US$1.25.

 

Name of subsidiary  

Direct/indirect      

ownership

  

Share class through which

ownership is held

  

Proportion

of

ownership

interest

%

   

Ultimate

proportion

of

ownership

%

 

2 & 3 Triton Limited

  Direct  Ordinary £1   100     100  

A & L CF December (1) Limited

  Indirect  Ordinary £1   -     100  

A & L CF June (2) Limited

  Indirect  Ordinary £1   -     100  

A & L CF June (3) Limited

  Indirect  Ordinary £1   -     100  

A & L CF June (8) Limited (in liquidation)

  Indirect  Ordinary £1   -     100  

A & L CF March (5) Limited

  Indirect  Ordinary £1   -     100  

A & L CF March (6) Limited (in liquidation)

  Indirect  Ordinary £1   -     100  

A & L CF September (3) Limited (in liquidation)

  Indirect  Ordinary £1   -     100  

A & L CF September (4) Limited

  Indirect  Ordinary £1   -     100  

A N Loans Limited (in liquidation)

  Indirect  Ordinary £0.0003   -     100  

A&L CF December (10) Limited

  Indirect  Ordinary £1   -     100  

A&L CF December (11) Limited (in liquidation)

  Indirect  Ordinary £1   -     100  

Abbey National (America) Holdings Limited (in liquidation)

  Indirect  Common USD $1   -     100  

Abbey National Beta Investments Limited

  Indirect  Ordinary £1   8     100  

Abbey National Business Office Equipment Leasing Limited

  Indirect  Ordinary £1   42     100  

Abbey National Investments (in liquidation)

  Direct  Ordinary £1   100     100  

Abbey National Nominees Limited

  Direct  Ordinary £1   100     100  

Abbey National North America Holdings Limited

  Indirect  Ordinary £1   -     100  

Abbey National Pension (Escrow Services) Limited (in liquidation)

  Direct  Ordinary £1   100     100  

Abbey National PLP (UK) Limited

  Direct  Ordinary £1   100     100  

Abbey National Property Investments

  Direct  Ordinary £1   100     100  

Abbey National September Leasing (3) Limited (in liquidation)

  Indirect  Ordinary £1   -     100  

Abbey National Treasury (Structured Solutions) Limited

  Indirect  Ordinary £0.01   -     100  

Abbey National Treasury Investments (in liquidation)

  Indirect  Ordinary £1   -     100  

Abbey National Treasury Services Investments Limited

  Indirect  Ordinary £1   -     100  

Abbey National Treasury Services Overseas Holdings

  Direct  

Minority £1

Non-redeemable preference £1        

Ordinary £1

   100     100  

Abbey National Treasury Services plc

  Direct  Ordinary £1   100     100  

Abbey National UK Investments

  Indirect  

Ordinary0.20

Ordinary £1

   1     100  

Abbey Stockbrokers (Nominees) Limited

  Indirect  Ordinary £1   -     100  

Abbey Stockbrokers Limited

  Indirect  

Ordinary £1

A Preference £1

B Preference £1

   -     100  

Alliance & Leicester Cash Solutions Limited

  Direct  Ordinary £1   100     100  

Alliance & Leicester Commercial Bank plc

  Direct  Ordinary £1   100     100  

Alliance & Leicester Commercial Finance (Holdings) plc (in liquidation)

  Direct  Ordinary £1   100     100  

Alliance & Leicester Financing plc (in liquidation)

  Direct  Ordinary £1   100     100  

Alliance & Leicester (Derivatives No.3) Limited (in liquidation)

  Direct  

A Ordinary £1

B Ordinary £1

   100     100  

Alliance & Leicester Investments (Derivatives) Limited

  Direct  Ordinary £1   100     100  

Alliance & Leicester Investments (No.2) Limited

  Direct  Ordinary £1   100     100  

Alliance & Leicester Investments Limited

  Direct  

Ordinary £1

Non-cumulative fixed rate

preference £1

   100     100  

Alliance & Leicester Limited

  Direct  Ordinary £0.50   100     100  

Alliance & Leicester Personal Finance Limited

  Direct  Ordinary £1   100     100  

Alliance Corporate Services Limited (in liquidation)

  Indirect  Ordinary £0.75   -     100  

AN (123) Limited

  Direct  Ordinary £0.10   100     100  

ANITCO Limited

  Direct  Ordinary £1   100     100  

CAPB Limited (in liquidation)

  Direct  Ordinary £1   100     100  

Cater Allen Holdings Limited

  Indirect  Ordinary £1   -     100  

Cater Allen International Limited

  Indirect  Ordinary £1   -     100  

Cater Allen Limited

  Indirect  Ordinary £1   -     100  

Cater Allen Lloyd’s Holdings Limited

  Indirect  

Ordinary £1

Preferred £1

   -     100  

Cater Allen Syndicate Management Limited

  Indirect  

Ordinary £1

Preference £1

   -     100  

Chiplow Wind Farm Limited

  Indirect  A Ordinary £1   -     50  

First National Motor Business Limited

  Direct  Ordinary £1   100     100  

First National Motor Contracts Limited

  Direct  Ordinary £1   100     100  

First National Motor Facilities Limited

  Direct  Ordinary £1   100     100  

First National Motor Finance Limited

  Direct  Ordinary £1   100     100  

First National Motor Leasing Limited

  Direct  Ordinary £1   100     100  
Calendar period  

High

            US$ Rate

   

Low

            US$ Rate

   

          Average (1)

US$ Rate

   

          Period-end

US$ Rate

 

Years ended 31 December:

        

2016

   1.48    1.22    1.34    1.23 

2015

   1.59    1.46    1.53    1.47 

2014

   1.72    1.55    1.65    1.56 

2013

   1.66    1.48    1.56    1.66 

2012

   1.63    1.53    1.59    1.63 

Months ended:

        

February 2017(2)

   1.26    1.24    1.25    1.25 

January 2017

   1.26    1.21    1.24    1.26 

December 2016

   1.27    1.22    1.25    1.23 

November 2016

   1.25    1.22    1.24    1.25 

October 2016

   1.28    1.22    1.23    1.22 

September 2016

   1.34    1.30    1.31    1.30 

August 2016

   1.33    1.29    1.31    1.31 
(1)The average of the noon buying rates on the last business day of each month during the relevant period.
(2)For February 2017, for the period from 1 February to 24 February.

SELECTED STATISTICAL INFORMATION

    

                    2016

%

   

                    2015

%

   

                    2014

%

   

                    2013

%

   

                    2012

%

 

Capital ratios:

          

CET1 capital ratio(1)

   11.6    11.6    11.9    n/a    n/a 

Total capital ratio

   18.5    18.2    17.9    n/a    n/a 

Equity to assets ratio(2)

   4.60    4.68    4.48    4.10    3.91 

Ratio of earnings to fixed charges:(3)

          

- Excluding interest on retail deposits

   292    218    208    172    165 

- Including interest on retail deposits

   166    143    142    126    125 

Profitability ratios:

          

Return on assets(4)

   0.44    0.34    0.40    0.30    0.31 

Return on ordinary shareholders’ equity(5)

   9.3    7.0    8.9    7.4    7.9 

Dividend payout ratio(6)

   46    51    44    48    48 
(1)Regulatory capital is calculated in accordance with the requirements of CRD IV, following the adoption of CRD IV with effect from 1 January 2014.
(2)Average ordinary shareholders’ equity divided by average total assets. Average balances are based on monthly data.
(3)For the purpose of calculating the ratios of earnings to fixed charges, earnings consist of profit from continuing operations before tax and before adjustment for non-controlling interests plus fixed charges. Fixed charges consist of interest expense, including the amortisation of discounts and premiums on debt securities in issue and related capitalised expenses and including or excluding interest on retail deposit as appropriate.
(4)Profit after tax divided by average total assets. Average balances are based on monthly data.
(5)Profit after tax divided by average ordinary shareholders’ equity.
(6)Ordinary equity dividends approved divided by profit after tax attributable to equity holders of the parent.

 

 

322274    Santander UK plc


        RiskRisk factorselements inTaxation forArticles ofITRANYSEGlossary  Contact and  Subsidiaries, jointForm 20-F
        Factors  the loan portfolio  Forward lookingUS investors  SelectedAssociation
   other information  ventures and associatesGlossarystatements

financial data

 

 

Name of subsidiary  

Direct/indirect      

ownership

  

Share class through which

ownership is held

  

Proportion

of

ownership

interest

%

   

Ultimate

proportion

of

ownership

%

 

First National Motor plc

  Direct  Ordinary £1   100     100  

First National Tricity Finance Limited

  Indirect  Ordinary £1   -     100  

Girobank Carlton Investments Limited (in liquidation)

  Direct  Ordinary £1   100     100  

Girobank Investments Limited (in liquidation)

  Direct  Ordinary £1   100     100  

Insurance Funding Solutions Limited

  Direct  Ordinary £1   100     100  

Kelmarsh Windfarm Limited

  Indirect  A Ordinary £1   -     50  

Liquidity Limited

  Direct  

Ordinary A £0.10

Ordinary B1 £0.10

Ordinary B2 £0.10

Preference £1

   100     100  

Penmanshiel Energy Limited

  Indirect  Ordinary £1   -     100  

PSA Finance UK Limited

  Indirect  Ordinary £0.01   -     50  

PSA UK Number 1 plc

  Indirect  

B Ordinary £1

C Ordinary £1

   67     67  

Retail Financial Services Limited (in liquidation)

  Indirect  

A Ordinary £1

B Ordinary £1

   -     100  

Santander (CF Trustee Property Nominee) Limited

  Trust relationship  Ordinary £1   -     -  

Santander (CF Trustee) Limited

  Trust relationship  Ordinary £1   -     -  

Santander (UK) Group Pension Scheme Trustees Limited

  Direct  Ordinary £1   100     100  

Santander Asset Finance (December) Limited

  Indirect  Ordinary £1   -     100  

Santander Asset Finance plc

  Direct  Ordinary £0.10   100     100  

Santander Cards Limited

  Indirect  Ordinary £1   -     100  

Santander Cards UK Limited

  Direct  Ordinary £1   100     100  

Santander Consumer (UK) plc

  Direct  Ordinary £1   100     100  

Santander Consumer Credit Services Limited

  Indirect  Ordinary £1   -     100  

Santander Equity Investments Limited

  Indirect  Ordinary £1   -     100  

Santander Estates Limited

  Direct  Ordinary £1   100     100  

Santander Global Consumer Finance Limited

  Indirect  Ordinary £0.0001   -     100  

Santander Guarantee Company

  Direct  Ordinary £1   100     100  

Santander Lending Limited

  Direct  Ordinary £1   100     100  

Santander Private Banking UK Limited

  Direct  Ordinary £1   100     100  

Santander Secretariat Services Limited

  Indirect  A Ordinary USD $0.01   -     100  

Santander UK Foundation Limited

  Direct  Guarantee ownership   100     100  

Scottish Mutual Pensions Limited (in liquidation)

  Direct  Ordinary £1   100     100  

Sheppards Moneybrokers Limited

  Indirect  

Ordinary £1

Non-voting Preference £1

   -     100  

Solarlaser Limited

  Indirect  Ordinary £1   20     100  

The Alliance & Leicester Corporation Limited

  Direct  Ordinary £1   100     100  

Time Finance Limited (in liquidation)

  Indirect  

A Ordinary £1

B Ordinary £1

   -     100  

Time Retail Finance Limited (in liquidation)

  Indirect  Ordinary £1   -     100  

Tuttle and Son Limited

  Indirect  Ordinary £1   -     100  

Viking Collection Services Limited (in liquidation)

  Indirect  Ordinary £1   -     100  

Winwick Wind Farm Limited

  Indirect  A Ordinary £1   -     50  

Incorporated and registered overseas:Other information for US investors

 

Name of subsidiary  Country  Direct/indirect    
ownership
  

Share class through        

which ownership is

held

  

Proportion

of

ownership

interest

%

   

Ultimate

proportion

of

ownership

%

 

A & L CF (Guernsey) Limited

  Guernsey  Indirect  Ordinary £1   -     100  

A & L CF (Jersey) Limited

  Jersey  Indirect  Ordinary £1   -     100  

A&L Services Limited

  Isle of Man  Direct  Ordinary £1   100     100  

Abbey Business Services (India) Private Limited

  India  Indirect  Ordinary INR 10   -     100  

Abbey National International Limited

  Jersey  Direct  Ordinary £1   100     100  

Abbey National North America LLC

  United States of America      Indirect  Deferred £0   -     100  

ALIL Services Limited

  Isle of Man  Direct  Ordinary £1   100     100  

Carfax (Guernsey) Limited

  Guernsey  Direct  Ordinary £1   100     100  

Santander Cards Ireland Limited

  Ireland  Indirect  

Ordinary1

Ordinary1.27

   -     100  

Santander ISA Managers Limited

  Scotland  Direct  Ordinary £1   100     100  

Sovereign Spirit Limited

  Bermuda  Indirect  Ordinary BMD 1   -     100  

Whitewick Limited

  Jersey  Direct  Ordinary £1   100     100  

Annual Report 2015

Shareholder information

Other subsidiary undertakings

The Company and its subsidiaries do not own directly, or indirectly, any of the share capital of any of the entities, however they are consolidated by the Santander UK group because the substance of the relationship indicates control, as described in Note 1 to the Consolidated Financial Statements.

 

 

Name of entity276

  

 

CountryRisk factors

Abbey Covered Bonds LLP

  United States of America      

Abbey Covered Bonds (LM) Limited299  England and WalesRisk elements in the loan portfolio
Abbey Covered Bonds (Holdings) Limited

  England and Wales

Auto ABS UK Loans plc302  England and WalesTaxation for US investors
Fosse (Master Issuer) Holdings Limited

  England and Wales

Fosse Funding (No.1) Limited303  England and WalesArticles of Association
Fosse Master Issuer plc

  England and Wales

Fosse PECOH Limited304  EnglandIran Threat Reduction and WalesSyria Human Rights Act (ITRA)
Fosse Trustee (UK) Limited

  England and Wales

Fosse Trustee Limited305  JerseyNew York Stock Exchange (NYSE) Corporate Governance
Guaranteed Investment Products 1 PCC Limited

  Guernsey

HCUK Auto Funding 2015 Limited306  England and WalesGlossary
HCUK Auto Funding 2016-1 Limited

  England and Wales

Holmes Funding Limited311  EnglandContact and Walesother information
Holmes Holdings Limited

  England and Wales

Holmes Master Issuer plc312  England and WalesCross-reference to Form 20-F
Holmes Trustees Limited

  England and Wales
Langton Funding (No.1) LimitedEngland and Wales
Langton Mortgages Trustee (UK) LimitedEngland and Wales
Langton Mortgages Trustee LimitedJersey
Langton PECOH LimitedEngland and Wales
Langton Securities (2008-1) plcEngland and Wales
Langton Securities (2010-1) plcEngland and Wales
Langton Securities (2010-2) plcEngland and Wales
Langton Securities (2012-1) plcEngland and Wales
Langton Securities Holdings LimitedEngland and Wales
MAC No. 1 LimitedEngland and Wales
Motor 2011 Holdings Limited (in liquidation)England and Wales
Motor 2011 plc (in liquidation)England and Wales
Motor 2012 Holdings Limited (in liquidation)England and Wales
Motor 2012 plc (in liquidation)England and Wales
Motor 2013-1 Holdings Limited (in liquidation)England and Wales
Motor 2013-1 plc (in liquidation)England and Wales
Motor 2014-1 Holdings LimitedEngland and Wales
Motor 2014-1 plcEngland and Wales
Motor 2015-1 Holdings LimitedEngland and Wales
Motor 2015-1 plcEngland and Wales
Motor 2015-2 Holdings LimitedEngland and Wales
Motor 2015-2 plcEngland and Wales
PECOH LimitedEngland and Wales

Joint ventures

These entities are registered in England and Wales and are accounted for by the equity method of accounting.

 

Name of joint venture  

Direct/indirect      

ownership

  

Share class through which    

ownership is held

  

Proportion

of ownership

interest

%

   

Ultimate

proportion

of ownership

%

 

Hyundai Capital UK Limited

  Indirect  Ordinary £1   -     50  

Syntheo Limited

  Direct  Ordinary £1   50     50  

Overseas branchesSantander UK plc    275


Annual Report 2016

Other information for US investors

Risk factors

An investment in Santander UK plc has branches(the Company) and its subsidiaries (us, we, our or the Santander UK group) involves a number of risks, the material ones of which are set out below.

We are vulnerable to disruptions and volatility in the Isleglobal financial markets

Over the past nine years, financial systems worldwide have experienced difficult credit and liquidity conditions and disruptions leading to periods of Manreduced liquidity, greater volatility (such as volatility in spreads) and, Jersey. Abbey National Treasury Services plc also hasin some cases, a branch officelack of price transparency on interbank lending rates. Uncertainties remain concerning the outlook and the future economic environment, including in the United Kingdom (the UK) and in Europe. Investors remain cautious and a slowing or failing of the economic recovery would likely aggravate the adverse effects of difficult economic and market conditions on us and on others in the financial services industry. In particular, we may face, among others, the following risks related to any future economic downturn:

-Increased regulation of our industry. Compliance with such regulation will continue to increase our costs, may affect the pricing of our products and services, increase our conduct and regulatory risks related to non-compliance and limit our ability to pursue business opportunities

-Reduced demand for our products and services

-Inability of our borrowers to comply fully or in a timely manner with their existing obligations

-The process we use to estimate losses inherent in our credit exposure requires complex judgements, including forecasts of economic conditions and how such economic conditions may impair the ability of our borrowers to repay their loans

-The degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which may, in turn, impact the reliability of the process and the sufficiency of our loan loss allowances

-The value and liquidity of the portfolio of investment securities that we hold may be adversely affected

-Any worsening of global economic conditions may delay the recovery of the international financial industry and impact our operating results, financial condition and prospects

-Adverse macroeconomic shocks may negatively impact the household income of our retail customers, which may adversely affect the recoverability of our retail loans, and result in increased loan losses.

Financial markets in the past twelve months have been affected by a series of political events, including the UK’s vote in June 2016 to leave the EU, which caused significant volatility in the global stock and foreign exchange markets (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’) and there has been an increase in anti-EU sentiment in other EU member states (EU Member States). Further, there is significant uncertainty as to the respective legal and regulatory environments in which we and our subsidiaries will operate going forward as a result of the UK’s vote to leave the European Union (EU). Such uncertainties have had, and may continue to have, a negative impact on macroeconomic conditions and our business, financial condition and results of operations, and there can be no assurance that the European and global economic environments will not continue to be affected by political developments, including elections in 2017 in key EU Member States (for more information, see the risk factor entitled ‘We may suffer adverse effects as a result of Americathe political, economic and sovereign debt tensions in the eurozone’).

Continued or worsening disruption and volatility in the global financial markets could have a material adverse effect on us, including our ability to access capital and liquidity on financial terms acceptable to us, if at all. If capital markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits to attract more customers. Any such increase in capital markets funding costs or deposit rates could have a material adverse effect on our interest margins, liquidity and profitability, particularly given the sustained low interest rate environment expected in the medium term following the UK’s vote to leave the EU.

If all or some of the foregoing risks were to materialise, this could have a material adverse effect on us.

Our operating results, financial condition and prospects may be materially impacted by economic conditions in the UK

Our business activities are concentrated in the UK where we offer a range of banking and financial products and services to UK retail and corporate customers. As a consequence, our operating results, financial condition and prospects are significantly affected by the economic conditions in the UK.

Our financial performance is intrinsically linked to the UK economy and the Cayman Islands.economic prosperity and confidence of consumers and businesses. The sustainability of the UK economic recovery, along with its associated impacts on our profitability, remains a risk. Conversely, a strengthened UK economic performance may increase the possibility of a higher interest rate environment. In such a scenario, there is a risk that other market participants might offer more competitive product pricing resulting in increased customer attrition.

Adverse changes in EU and global growth may pose the risk of a further slowdown in the UK’s principal export markets which would have an adverse effect on the broader UK economy.

In addition, adverse changes in the credit quality of our borrowers and counterparties or a general deterioration in UK, EU or global economic conditions could reduce the recoverability and value of our assets and require an increase in our level of provisions for bad and doubtful debts. Likewise, a significant reduction in the demand for our products and services could negatively impact our business and financial performance. UK economic conditions and uncertainties may have an adverse effect on the quality of our loan portfolio and may result in a rise in delinquency and default rates. There can be no assurance that we will not have to increase our provisions for loan losses in the future as a result of increases in non-performing loans and/or for other reasons beyond our control. Material increases in our provisions for loan losses and write-offs/charge-offs could have an adverse effect on our operating results, financial condition and prospects. Any related significant reduction in the demand for our products and services could have a material adverse effect on our operating results, financial condition and prospects.

 

 

324276    Santander UK plc


  Risk factorsRisk elements inTaxation forArticles ofITRANYSEGlossaryContact andForm20-F
the loan portfolioUS investorsAssociationother information

Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us

On 23 June 2016, the UK held a non-binding referendum (the UK EU Referendum) on its membership in the EU, in which a majority voted for the UK to leave the EU. Immediately following the result, the UK and global stock and foreign exchange markets commenced a period of significant volatility, including a steep devaluation of the pound sterling, in addition to which there is now continuing uncertainty relating to the process, timing and negotiation of the UK’s exit from, and future relationship with, the EU.

On 2 October 2016, the UK Prime Minister announced that her government would commence the exit process by the end of March 2017. The UK Supreme Court ruled on 24 January 2017 that commencement of the exit process must be approved by the UK Parliament. On 1 February 2017, the House of Commons voted to give the Prime Minister the power to notify under Article 50(2) of the Treaty on European Union, the UK’s intention to withdraw from the EU. Once the exit process is triggered, a two year period of negotiation will begin to determine the new terms of the UK’s relationship with the EU, after which period its EU membership will cease. These negotiations are expected to run in parallel to standalone bilateral negotiations with the numerous individual countries and multilateral counterparties with which the UK currently has trading arrangements by virtue of its membership of the EU. The timing of, and process for, such negotiations and the resulting terms of the UK’s future economic, trading and legal relationships are uncertain.

While the longer term effects of the UK EU Referendum are difficult to predict, these are likely to include further financial instability and slower economic growth as well as higher unemployment and inflation, in the UK, continental Europe and the global economy, at least in the short to medium term. For instance, the UK could lose access to the single EU market and to the global trade deals negotiated by the EU on behalf of its members and this could affect the attractiveness of the UK as a global investment centre and, as a result, could have a detrimental impact on UK growth. Potential further decreases in interest rates by the Bank of England or sustained low or negative interest rates would put further pressure on our interest margins and adversely affect our profitability and prospects.

The UK EU Referendum has also given rise to calls for certain regions within the UK to preserve their place in the EU by separating from the UK, as well as the potential for other EU Member States to consider withdrawal. For example, the outcome of the UK EU Referendum was not supported by the majority of voters in Scotland, who voted in favour of remaining in the EU. This has revived the political debate on a second referendum on Scottish independence. These developments, or the perception that any of them could occur, may have a material adverse effect on economic conditions and the stability of financial markets, and could significantly reduce market liquidity and restrict the ability of key market participants to operate in certain financial markets (for more information, see the risk factor entitled ‘We are vulnerable to disruptions and volatility in the global financial markets”).

Asset valuations, currency exchange rates and credit ratings may be particularly subject to increased market volatility. The major credit rating agencies have downgraded and changed their outlook to negative on the UK’s sovereign credit rating following the UK EU Referendum. In addition, S&P Global Ratings and Moody’s Investors Service affirmed the long-term credit ratings and changed the ratings outlooks of the operating companies of most major UK banks because of the medium term impact of political and market uncertainty (for more information, see the risk factor entitled ‘An adverse movement in our external credit rating would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations’).

In addition, we are subject to substantial EU-derived regulation and oversight. There is now significant uncertainty as to the respective legal and regulatory environments in which we and our subsidiaries will operate when the UK is no longer a member of the EU, causing potentially divergent national laws and regulations across Europe should EU laws be replaced, in whole or in part, by UK laws on the same (or substantially similar) issues. For example, we are in the process of implementing a number of key restructuring and strategic initiatives, such as the ring-fencing of our retail banking activities, all of which will be carried out throughout this period of significant uncertainty. This may impact the prospects for successful execution and impose additional pressure on management (for more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’). Operationally, we and other financial institutions may no longer be able to rely on the European passporting framework for financial services and could be required to apply for authorisation in multiple EU jurisdictions, the costs, timing and viability of which is uncertain. This uncertainty, and any actions taken as a result of this uncertainty, as well as new or amended rules, may have a significant impact on our operations, profitability and business. In addition, the lack of clarity of the impact of the UK EU Referendum on foreign nationals’ long-term residency permissions in the UK may make it challenging for us to retain and recruit adequate staff, which may adversely impact our business.

The UK political developments described above, along with any further changes in government structure and policies, may lead to further market volatility and changes to the fiscal, monetary and regulatory landscape in which we operate and could have a negative adverse effect on our financing availability and terms and, more generally, on our business, financial condition and results of operation.

We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations

Supervision and new regulation

As a financial services group, we are subject to extensive financial services laws, regulations, administrative actions and policies in the UK, the EU and each other location in which we operate, including in the US. As well as being subject to UK regulation, as part of the Banco Santander group, we are also impacted through regulation by the Banco de España (the Bank of Spain) and, at a corporate level, by the European Central Bank (ECB). The laws, regulations and policies to which we are subject may be changed at any time. In addition, the interpretation and the application of those laws, regulations and policies by regulators are also subject to change. Extensive legislation and implementing regulations affecting the financial services industry have recently been adopted in regions that directly or indirectly affect our business, including Spain, the US, the EU, Latin America and other jurisdictions.

Santander UK plc    277


Annual Report 2016

Other information for US investors

The manner in which financial services laws, regulations and policies are applied to the operations of financial institutions is still evolving. Moreover, to the extent these laws, regulations and policies are implemented inconsistently in the UK, we may face higher compliance costs. Any legislative or regulatory actions and any required changes to our business operations resulting from such laws, regulations and policies as well as any deficiencies in our compliance with such laws, regulations and policies, could result in significant loss of revenue, limit our ability to pursue business opportunities in which we might otherwise consider engaging and limit our ability to provide certain products and services. They may also affect the value of assets that we hold, requiring us to increase our prices and therefore reduce demand for our products, impose additional compliance and other costs on us or otherwise adversely affect our businesses. Accordingly, there can be no assurance that future changes in laws, regulations and policies or in their interpretation or application will not adversely affect us.

During recent periods of market turmoil, there have been unprecedented levels of government and regulatory intervention and scrutiny, and changes to the regulations governing financial institutions and the conduct of business. 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. This intensive approach to supervision is maintained by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA).

Recent proposals and measures taken by governmental, tax and regulatory authorities and further future changes in supervision and regulation (in particular in the UK), which are beyond our control, could materially affect our business, the value of assets and operations and result in significant increases in operational costs. Products and services offered by us could also be affected. Changes in UK legislation and regulation to address the stability of the financial sector may also affect our competitive position, particularly if such changes are implemented before international consensus is reached on key issues affecting the industry. Although we work closely with our regulators and continually monitor the situation, future changes in law, regulation, fiscal or other policies can be unpredictable and are beyond our control. 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 our business.

Banking Reform

On 18 December 2013, the Financial Services (Banking Reform) Act (the Banking Reform Act) was enacted. The Banking Reform Act implements the recommendations of the Independent Commission on Banking (ICB) and of the Parliamentary Commission on Banking Standards. Among other things, the Banking Reform Act establishes a ring-fencing framework under the Financial Services and Markets Act 2000 (FSMA) pursuant to which UK banking groups that hold significant retail deposits are required to separate their retail banking activities from their wholesale banking activities by 1 January 2019, establishes a new Payment Systems Regulator (the PSR) and amends the Banking Act 2009 (the Banking Act) to include a bail-in stabilisation power forming part of the special resolution regime (for more information, see the risk factor entitled ‘Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue’).

On 7 July 2016, the PRA published a policy statement (PS20/16) entitled ‘The implementation of ring-fencing: prudential requirements, intragroup arrangements and use of financial market infrastructures’ containing final ring-fencing rules ahead of the implementation date for ring-fencing on 1 January 2019. The PRA expects firms to finalise their ring-fencing plans and highlight any changes as a result of the policy statement to the PRA. The PRA will keep the policy under review to assess whether changes may be required as a result of any regulatory change following the UK’s exit from the EU.

Finally, the Banking Reform Act introduced a new form of transfer scheme, the ring-fencing transfer scheme, under Part VII of FSMA to enable UK banks to implement the ring-fencing requirements. This is a court process that requires (i) the PRA to approve the scheme (in consultation with the FCA); (ii) the appropriate regulatory authority in respect of each transferee to provide a certificate of adequate financial resources in relation to that transferee; and (iii) an independent expert (approved by the PRA, after consultation with the FCA) to provide a scheme report stating whether any adverse effect on persons affected by the scheme is likely to be greater than is reasonably necessary to achieve the ring-fencing purposes of the scheme. The PRA published its final statement of policy on its approach to ring-fencing transfer schemes on 4 March 2016.

The Santander UK group is subject to the ring-fencing requirement under the Banking Reform Act and, as a consequence, the Santander UK group will need to separate its core activities from its prohibited activities. The Santander UK group continues to work closely with regulators on developing its business and operating model to comply with the ring-fencing requirements. In light of the changeable macro-environment, the board of the Company concluded that we could provide greater certainty for our customers with a ‘wide’ ring-fence structure, rather than the ‘narrow’ ring-fence structure originally envisaged as this will also allow us to maintain longer term flexibility. Under this revised model Santander UK plc, the ring-fenced bank, will serve our retail, commercial and corporate customers. Abbey National Treasury Services plc will no longer constitute the non-ring fenced bank and its activities will be revised as part of the new ring-fenced model. We intend to complete the implementation of our ring-fence plans well in advance of the legislative deadline of 1 January 2019. The ring-fencing model that the Santander UK group ultimately implements will depend on a number of factors including economic conditions in the UK and globally and will entail a legal and organisational restructuring of the Santander UK group’s businesses and operations, including transfers of customers and transactions through a ring-fencing transfer scheme. In light of the scale and complexity of this process, the operational and execution risks for the Santander UK group may be material. This restructuring and migration of customers and transactions could have a material impact on how the Santander UK group conducts its business. The Santander UK group is unable to predict with certainty the attitudes and reaction of its customers.

The restructuring of the Santander UK group’s business pursuant to the developing ring-fencing regime will take a substantial amount of time and cost to implement, the separation process and the structural changes which may be required could have a material adverse effect on its business, operating results, financial condition, profitability and prospects.

EU fiscal and banking union

The European banking union is expected to be achieved through new harmonized banking rules (in a single rulebook) and a new institutional framework with stronger systems for both banking supervision and resolution that will be managed at a European level. Its two main pillars are the Single Supervisory Mechanism (SSM) and the Single Resolution Mechanism (SRM).

The SSM (comprising both the ECB and the national competent authorities) is designed to assist in making the banking sector more transparent, unified and safer. On 4 November 2014, the ECB fully assumed its new supervisory responsibilities within the SSM, in particular direct supervision of 127 significant banks (at 2 December 2016) in the eurozone, including Banco Santander SA.

278    Santander UK plc


  Risk factors  Risk elements inTaxation forArticles ofITRANYSEGlossaryContact andForm20-F
the loan portfolioUS investorsAssociationother information

Regulation (EU) No. 806/2014 of the European Parliament and the Council of the EU (the SRM Regulation) became effective from 1 January 2015 and establishes uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of the SRM and Single Resolution Fund (SRF). The new Single Resolution Board (SRB), which is the central decision-making body of the SRM fully assumed its resolution powers on 1 January 2016. The SRB is responsible for managing the SRF.

Further, regulations adopted towards achieving a banking and/or fiscal union in the EU and decisions adopted by the ECB in its capacity as Banco Santander SA’s main supervisory authority may have a material impact on our business, financial condition and results of operations and may be impacted by the terms of the UK’s exit from the EU (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’).

European structural reform

On 29 January 2014, the European Commission (Commission) published proposals on structural measures to improve the resilience of EU credit institutions which included potential separation of certain trading activities from retail banking activities and a ban on proprietary trading. The proposal currently contemplates that EU Member States that have already implemented ring-fencing legislation may apply for a derogation from the separation of trading activities provisions included in the proposals if they can satisfy the Commission that such local legislation meets the objectives and requirements set out in the EU proposal. However, the European Parliament and Council are also considering a version of the proposal without the derogation provision. Notwithstanding the possible derogation referred to above, the adoption of this proposal in its current, or in an amended, form may require further changes to our structure and business although as a result of the UK EU Referendum, there is ongoing uncertainty regarding the continuing relevance of EU regulations and reforms in the UK (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’).

Other regulatory reforms adopted or proposed in the wake of the financial crisis

On 16 August 2012, the EU regulation on over-the-counter (OTC) derivatives, central counterparties and trade repositories, referred to as the European Market Infrastructure Regulation (EMIR) came into force. EMIR introduced a number of requirements, including clearing obligations for certain classes of OTC derivatives, margin requirements for non-centrally cleared derivatives and various reporting and disclosure obligations. Certain details remain to be clarified in the further binding technical standards to be adopted by the Commission, which creates some uncertainty as to the final impact on us, however, the implementation of EMIR has already led and may yet lead to changes which may negatively impact our profit margins, require us to adjust our business practices or increase our costs (including compliance costs).

The revised and re-enacted Markets in Financial Instruments legislation (MiFID) replaces the existing MiFID framework and comprises the Directive 2014/65 of the European Parliament and of the Council, of 15 May 2014 and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID2) and the Regulation 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No 648/2012 (MiFIR). The substantive provisions of MiFID will be applicable on 3 January 2018 and will introduce an obligation to trade certain classes of OTC derivative contracts on trading venues. Certain details remain to be clarified in further binding technical standards to be adopted by the Commission. Although the full impact of MiFID2 and MiFIR on us is not yet known, MiFID2 and MiFIR may lead to changes which negatively impact our profit margins, require it to adjust its business practices or increase its costs (including compliance costs).

US regulation

In the US, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) enacted in 2010, has been implemented in part and continues to be implemented by various US federal regulatory agencies. The Dodd-Frank Act, among other things, imposes a new regulatory framework on swap transactions, including swaps of the sort that we enter into, requires regulators to adopt new rules governing the retention of credit risk by securitisers or originators of securitisations and significantly expands the coverage and scope of regulations that limit affiliate transactions within a banking organisation. Over 2012-2015, the US Commodity Futures Trading Commission (the CFTC) and the US Prudential Regulators adopted a host of new regulations for swaps markets, including swap dealer registration, business conduct, mandatory clearing, exchange trading and margin regulations. Most of these regulations are either already effective or will come into effect in 2017. Abbey National Treasury Services plc, which became provisionally registered as a swap dealer with the CFTC on 4 November 2013, is currently subject to these regulations for its US facing swaps activities. These rules have already increased and could continue to increase the costs associated with our swaps business. In addition, certain cross-border regulatory conflicts could adversely affect the profitability of our swaps business by reducing the range of counterparties with which we can trade effectively.

In October 2014, US regulators adopted a joint final rule requiring sponsors of asset-backed securitisation transactions, which would include the Company in relation to its residential mortgage-backed securities programmes, to retain 5% of the credit risk of the assets subject to the securitisation. The rule permits sponsors to satisfy the risk retention requirement through the acquisition and retention of either 5% (measured by fair value) of the most subordinated interest in the securitisation, or 5% (measured by nominal value) of each tranche of interests issued by the securitisation, or some combination of the two. The rule also permits certain exceptions and methods of compliance in respect of specific types of asset-backed securities transactions. The final rule took effect for residential mortgage-backed securities transactions on 24 December 2015, and on 24 December 2016 for other securitisation transactions.

Within the Dodd-Frank Act, the so-called Volcker Rule prohibits ‘banking entities’, including the Santander UK group, from engaging in certain forms of proprietary trading or from sponsoring or investing in certain covered funds, in each case subject to certain exemptions, including exemptions permitting foreign banking entities to engage in trading and fund activities that take place solely outside of the US. The final rules contain exclusions and certain exemptions for market-making, hedging, underwriting, trading in US government and agency obligations as well as certain foreign government obligations, trading solely outside the US, and also permit ownership interests in certain types of funds to be retained. On 10 December 2013, the US bank regulators issued final regulations implementing the Volcker Rule, and the Federal Reserve also issued an order extending the conformance period for all banking entities until 21 July 2015. On 7 July 2016 the US Federal Reserve announced an additional extension of the conformance period that would give banking entities until 21 July 2017 to conform investments in and relationships with covered funds and certain foreign funds that may be subject to the Volcker Rule and that were in place prior to 31 December 2013, and additional extensions may be possible. Banking entities must bring their activities and investments into compliance with the requirements of the Volcker Rule by the end of the applicable conformance period. We have assessed how the final rules implementing the Volcker Rule affect our businesses and have adopted the necessary measures to bring our activities into compliance with the rules.

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Each of these aspects of the Dodd-Frank Act, as well as the changes in the US banking regulations, and increased uncertainty surrounding future changes, may directly and indirectly impact various aspects of our business. The full spectrum of risks that the Dodd-Frank Act, including the Volcker Rule, pose to us is not yet known, however, such risks could be material and we could be materially and adversely affected by them.

Competition

In the UK and elsewhere, there is continuing political, competitive and regulatory scrutiny of the banking industry. Political involvement in the regulatory process, in the behaviour and governance of the UK banking sector and in the major financial institutions in which the UK Government has a direct financial interest is likely to continue. Under the Enterprise Regulatory Reform Act 2013 the Office of Fair Trading (OFT) and the Competition Commission were replaced by the Competition and Markets Authority (CMA) on 1 April 2014. The CMA is now the UK’s main competition authority responsible for ensuring that competition and markets work well for consumers. In addition, under the Banking Reform Act, as of 1 April 2015, the FCA has the power to enforce against breaches of the Competition Act 1998 and to refer markets to the CMA for in-depth investigation in the areas of financial services in the UK. As of 1 April 2015, the PSR also has an objective and powers equivalent to those of the FCA to promote competition in the payments industry.

Following a market study and review, the CMA undertook a market investigation into competition in the personal current account and SME retail banking markets. The CMA published its final report on 9 August 2016, which identified features of the markets for the supply of personal current accounts, business current accounts and SME lending that, in combination, are having an adverse effect on competition. The CMA has decided on a comprehensive package of remedies including, among other things, the introduction of requirements to prompt customers to review the services that they receive from their bank at certain trigger points and to promote customer awareness of account switching. The remedial measures will be implemented by orders, undertakings to be given by Bacs, and further work by the FCA and HM Treasury. This will include further work on overdraft charges by the FCA, which remains under political scrutiny.

In addition, the FCA and PSR have recently undertaken, and are currently undertaking, a number of competition related studies and reviews across a number of our businesses. Intervention as a result of these studies and reviews, in addition to regulatory reforms, investigations and court cases affecting the UK financial services industry, could have an adverse effect on our operating results, financial condition and prospects, or our relations with our customers and potential customers.

Financial Crime

There are a number of EU and UK proposals and measures targeted at preventing financial crime (including anti-money laundering (AML) and countering the financing of terrorism (CTF) provisions) which are expected to come into effect in 2017 and 2018.

As part of the EU’s revision of its AML / CTF rules, Directive (EU) No 2015 / 849 (the Fourth EU Money Laundering Directive) and Regulation (EU) No 847 / 2015 (the EU Wire Transfer Regulation) will come into effect on 26 June 2017. The Fourth EU Money Laundering Directive replaces existing Directive (EC) No 60 / 2005 and significantly expands the existing AML / CTF regime applicable to financial institutions by, among other things:

-Increasing the customer due diligence checks required for particular transactions
-Introducing a requirement to take appropriate steps to identify and assess the risks of money laundering and terrorist financing and to have in place policies, controls and procedures to mitigate and manage those risks effectively
-Having EU Member States hold beneficial ownership details on a central register for entities incorporated within their territory
-Applying the UK’s AML / CTF requirements to the branches and majority-owned subsidiaries of financial institutions that are located in non-EEA countries with less strict regimes.

The UK Government has consulted on its implementation of the Fourth EU Money Laundering Directive into national law and the amendments needed to the Persons with Significant Control regime and draft regulations are expected to be published in early 2017 for further consultation before the final rules are issued. However, the EU legislature is currently considering making further amendments to the new directive.

The EU Wire Transfer Regulation replaces the existing Regulation (EC) No 1781 / 2006. This regulation will apply to all transfers of funds in any currency which are sent or received by a payment service provider (PSP) or an intermediary PSP established in the EU, subject to certain exceptions for low-risk and low-value payments. The payer’s PSP is required to ensure that any transfer of funds is accompanied by the identification information prescribed in the regulation and must verify the accuracy of this information from a reliable and independent source. Obligations are also imposed on the payee’s PSP to implement effective procedures to detect whether the information about the payer or payee in the messaging or payment and settlement system is incomplete and to take a risk-based approach to determining whether to execute, reject or suspend a transfer of funds with missing information.

The current draft of the UK Policing and Crime Bill 2015-16 to 2016-17 contains several measures to strengthen the enforcement of financial sanctions including enhanced criminal penalties and the power to impose monetary penalties for breaches of financial sanctions, deferred prosecution agreements and serious crime prevention orders for such breaches and the power to temporarily implement UN financial sanctions in the absence of EU implementing measures. The bill is expected to come into effect in 2017.

The UK Immigration Act 2016 requires banks to conduct immigration checks on their current account holders and report any persons unlawfully present in the UK to the Home Office. The Home Office may require the bank to close the accounts of such individuals as soon as reasonably practicable. The regulations implementing these changes are expected to be published in 2017.

Finally, HM Revenue & Customs has published draft legislation introducing a new offence which will be committed by a corporation which fails to prevent the criminal facilitation of tax evasion by its associated persons (which includes its employees, agents and other persons who perform services for or on behalf of it) regardless of whether the tax is owed in the UK or another country. There is a defence where the corporation has put in place reasonable prevention procedures to prevent its associated persons from facilitating tax evasion or where it is unreasonable to expect such procedures. If an offence is committed, unlimited financial penalties or ancillary orders could be imposed. This new offence forms part of the UK Criminal Finances Bill 2016 / 2017 which is currently being considered by the UK Parliament. This bill amends the UK Proceeds of Crime Act 2002 and will, if passed, contain a further range of provisions targeted at improving the UK Government’s ability to tackle money laundering and corruption, recover the proceeds of crime and counter terrorist financing and will enable the sharing of information between the private sector and enforcement agencies.

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The implementation of the foregoing measures (whether in their current form or as amended) will materially increase our regulatory and compliance burden, particularly if the time frame for implementation is short. The proposed changes will require substantial amendments to our AML / CTF procedures and policies. The changes could adversely impact our business by increasing our operational and compliance costs and reducing the value of our assets and operations. Where the changes have extra-territorial effect, there may be difficulties in ensuring the compliance of entities over which we do not have full control or where the UK rules do not align easily with the local requirements. There is always a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant administrative, regulatory and criminal sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.

EU General Data Protection Regulation

The EU General Data Protection Regulation (the GDPR) will have direct effect in all EU Member States from 25 May 2018 and will replace current EU data privacy laws. Although a number of basic existing principles will remain the same, the GDPR introduces new obligations on data controllers and rights for data subjects, including, among others:

-Accountability and transparency requirements, which will require data controllers to demonstrate and record compliance with the GDPR and to provide more detailed information to data subjects regarding processing
-Enhanced data consent requirements, which includes “explicit” consent in relation to the processing of sensitive data
-Obligations to consider data privacy as any new products or services are developed and limit the amount of information collected, processed, stored and its accessibility
-Constraints on using data to profile data subjects
-Providing data subjects with personal data in a useable format on request and erasing personal data in certain circumstances
-Reporting of breaches without undue delay (72 hours where feasible)

The GDPR also introduces new fines and penalties for a breach of requirements, including fines for serious breaches of up to the higher of 4% of annual worldwide turnover or20m and fines of up to the higher of 2% of annual worldwide turnover or10m (whichever is highest) for other specified infringements. The GDPR identifies a list of points to consider when imposing fines (including the nature, gravity and duration of the infringement).

The implementation of the GDPR will require substantial amendments to our procedures and policies. The changes could adversely impact our business by increasing our operational and compliance costs. Further, there is a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant administrative and monetary sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.

Further reforms to the mortgage lending market could require significant implementation costs or changes to our business strategy

The FCA Mortgage Market Review (MMR), which came into force on 26 April 2014, required us to implement a number of material changes to our mortgages sales process, including in respect of the terms of provision of advice in nearly all scenarios and significantly enhanced affordability assessment and evidencing. The new rules also permitted interest-only loans. The FCA continues to assess firms’ implementation of the rules introduced as a result of the MMR and commenced a review of responsible lending practices in April 2015. The FCA published the results of its responsible lending review in May 2016. In December 2016, the FCA published terms of reference for a market study into competition in the mortgages sector, which will focus on consumers’ ability to make effective decisions and whether commercial arrangements between lenders, brokers and other players lead to conflicts of interest or misaligned incentives to the detriment of consumers. The FCA aims to publish its interim report setting out its preliminary conclusions and any proposed solutions to address any concerns identified in summer 2017, with the final report due in early 2018. There can be no assurance that we will not be required to make any future changes to our mortgage lending business, whether as a result of the MMR or other mortgage lending reforms, and that such changes would not materially and adversely affect us.

We are exposed to risk of loss from legal and regulatory proceedings

We face various issues that may give rise to risk of loss from legal and regulatory proceedings. These issues could include inappropriately dealing with potential conflicts of interest or failing to comply with legal and regulatory requirements and could result in claims against us or subject us to regulatory enforcement actions, fines and/or penalties. The current regulatory environment, with its increased supervisory focus and associated enforcement activity, combined with uncertainty about the evolution of the regulatory regime, may lead to material operational and compliance costs. These include the risk that:

-The Bank of England (BoE), the PRA and the FCA, HM Treasury, HM Revenue & Customs (HMRC), the CMA, the Commission, the Information Commissioner’s Office, the Financial Ombudsman Service (FOS), the PSR or the courts, may determine that certain aspects of our business have not been or are not being conducted in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the FOS’s opinion
-Given the new concurrent competition enforcement powers for the FCA and PSR, there is an increased focus on competition law in financial services which may increase the likelihood of competition law inquiries or investigations
-The alleged misselling of financial products, such as Payment Protection Insurance (PPI), including as a result of having sales practices and/or rewards structures that are deemed to have been inappropriate, results in enforcement action (including fines) or requires us to amend sales processes, withdraw products or provide restitution to affected customers, all of which may require additional provisions to be recorded in our financial statements and could adversely impact future revenues from affected products
-We hold bank accounts for entities that might be or are subject to scrutiny from various regulators, including the UK’s Serious Fraud Office and regulators in the US and elsewhere. We are not currently subject to any investigation as a result of any such scrutiny, but cannot exclude the possibility of our conduct being reviewed as part of any such investigation
-We may be liable for damages to third parties harmed by the conduct of our business. For competition law, there are efforts by governments across Europe to promote private enforcement as a means of obtaining redress for harm suffered as a result of competition law breaches. Consequently, since 1 October 2015 under the Consumer Rights Act class actions may be used to allow the claims of a whole class of claimants into a single action in both follow-on and standalone competition cases.

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We are from time to time subject to certain claims and party to certain legal proceedings brought by private individuals or regulators in the normal course of our business, including in connection with our lending activities, relationships with our employees and other commercial or tax matters. These can be brought against us under UK regulatory processes or in the UK courts, or under regulatory processes in other jurisdictions, such as the EU and the US, where some Santander UK group entities operate. In view of the inherent difficulty of predicting the outcome of legal matters and regulatory actions, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories, involve a large number of parties or are in the early stages of discovery, we cannot state with confidence what the eventual outcome of these pending matters will be or what the eventual loss, fines and/or penalties related to each pending matter may be and these pending matters are not disclosed by name because they are under assessment. We believe that we have made adequate provisions related to these various claims and legal proceedings where we are reasonably able to estimate them. These provisions are reviewed periodically. However, in light of the uncertainties involved in such claims and proceedings, there can be no assurance that the ultimate resolution of these matters will not exceed the provisions currently accrued by us. As a result, the outcome of a particular matter may be material to our operating results for a particular period, depending upon, among other factors, the size of the loss or liability imposed and our level of income for that period.

The FCA carries out regular and frequent firm-specific and thematic reviews of the conduct of business by financial institutions including banks. An adverse finding by a regulator could result in the need for extensive changes in systems and controls, business policies, and practices coupled with suspension of sales, withdrawal of services, customer redress, fines and reputational damage.

Failure to manage the foregoing risks adequately could have a material adverse effect on our reputation, operating results, financial condition and prospects.

Potential intervention by the FCA, the PRA, the CMA or an overseas regulator may occur, particularly in response to customer complaints

The PRA and the FCA continue to have an outcome-focused regulatory approach. This involves proactive intervention, investigation and enforcement, and punitive penalties for infringement. As a result, we and other PRA-authorised or FCA-authorised firms continue to face increased regulatory scrutiny (resulting in increasing costs including supervision fees), and in the event of a breach of relevant law or regulation, we are likely to face stringent penalties.

The developing legal and regulatory regime in which we operate requires us to be compliant across all aspects of our business, including the training, authorisation and supervision of personnel, systems, processes and documentation. If we fail to be compliant with relevant law or regulation, there is a risk of an adverse impact on our business from more proactive regulatory intervention (including by any overseas regulator which establishes jurisdiction), investigation and enforcement activity leading to sanctions, fines or other action imposed by or agreed with the regulatory authorities, as well as increased costs associated with responding to regulatory inquiries and defending regulatory actions. Customers of financial services institutions, including our customers, may seek redress if they consider that they have suffered loss for example as a result of the misselling of a particular product, or through incorrect application of the terms and conditions of a particular product or in connection with a competition law infringement.

In particular, the FCA has operational objectives to protect consumers and to promote competition, and it is taking an interventionist approach in its increasing scrutiny of product terms and conditions and monitoring compliance with competition law. FSMA (as amended by the FS Act) gives the FCA the power to make temporary product intervention rules either to improve a firm’s systems and controls in relation to product design, product management and implementation, or to address problems identified with products which may potentially cause significant detriment to consumers because of certain product features or firms’ flawed governance and distribution strategies. Such rules may prevent firms from entering into product agreements with consumers until such problems have been rectified. Since April 2015 the FCA (and the PSR) also has concurrent competition law enforcement powers. This is in addition to the CMA, the UK’s main competition authority, and the Commission which continue to have jurisdiction, respectively, to enforce competition law infringements in the UK or which have an effect on trade between EU Member States. Following a report by the National Audit Office, the CMA has stated it will seek to shift its focus toward enforcement of competition law breaches. As a result, the UK financial services sector now operates in an environment of heightened competition law scrutiny. Under the Financial Services Act 2010, the FCA also has the power to impose its own customer redress scheme on authorised firms, including us, if it considers that consumers have suffered loss or damage as a consequence of a regulatory failing, including misselling.

In recent years there has been FCA focus on the misselling of PPI. In November 2015, the FCA issued a consultation paper (CP15/39) outlining its proposed approach to PPI in light of the 2014 decision of the Supreme Court in Plevin v Paragon Personal Finance Ltd (Plevin) and its proposal to set a two year deadline for PPI claims. In Plevin, the Supreme Court ruled that a failure to disclose a large commission payment on a single premium PPI policy sold in connection with a secured personal loan made the relationship between the lender and the borrower unfair under section 140A of the Consumer Credit Act 1974. We applied our interpretation of the proposed rules and guidance in CP15/39 to our assumptions, and made a £450m provision charge in December 2015, notwithstanding the ongoing nature of the consultation. New legislation was introduced in 2015 which has the effect of restricting the corporation tax deductibility for a large proportion of this cost (for more information see the risk factor entitled ‘Changes in taxes and other assessments may adversely affect us’). In August 2016, the FCA issued feedback on CP15/39 and commenced a further consultation on amendments to the proposed rules and guidance set out in CP15/39, addressing (among other things) the inclusion of profit share in the FCA’s proposed approach to the assessment of fairness and redress and the extension of the deadline for making PPI-related complaints to the end of June 2019. On 9 December 2016, the FCA announced that it was carefully considering the issues raised by the consultation and would make a further announcement in the first quarter of 2017. It is not clear what impact the delay in the FCA’s response will have on the overall timetable for implementation of the new rules and guidance and the two year deadline. In 2016, we made additional provision charges of £30m for a specific portfolio under a past business review and £114m for future PPI related claims costs and Plevin profit share arising from our interpretation of the August 2016 consultation feedback. We continue to consider the impact of proposed amendments on our PPI complaint liabilities, although it is not possible to determine at this time the nature or extent of that impact.

The ultimate financial impact on us of the claims arising from PPI complaints is still uncertain and will depend on a number of factors, including the impact of the Supreme Court’s decision in Plevin, the nature and content of the FCA’s final rules and/or guidance arising from CP15/39, changes to FOS’ approach to handling customer complaints (if any), the rate at which new complaints arise, the length of any complaints, the content and quality of the complaints (including the availability of supporting evidence) and the average uphold rates and redress costs. We can make no assurance that expenses associated with PPI complaints will not exceed the provisions made relating to these claims. More generally, we can make no assurance that estimates for potential liabilities, based on the key assumptions used, are correct, and the reserves taken as a result may prove inadequate. If additional expenses that exceed provisions for PPI liabilities or other provisions were to be incurred, these expenses could have a material adverse effect on our operating results, financial condition and prospects.

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For further information about the provisions for PPI complaint liabilities and other conduct remediation, see Note 33 to the Consolidated Financial Statements. The above may be relevant to any future industry-wide misselling or other infringement that could affect our businesses. Any such issues may lead from time to time to: (i) significant costs or liabilities; and (ii) changes in the practices of such businesses which benefit customers at a cost to shareholders. Decisions taken by the FOS (or any equivalent overseas regulator that has jurisdiction) could, if applied to a wider class or grouping of customers, have a material adverse effect on our operating results, financial condition and prospects.

The Financial Services and Markets Act 2000 (Designated Consumer Bodies) Order 2013 (the Designated Consumer Bodies Order) was made on 16 December 2013 and came into force on 1 January 2014. The Designated Consumer Bodies Order designates the National Association of Citizens Advice Bureaux, the Consumers’ Association, the General Consumer Council for Northern Ireland and the National Federation of Self Employed and Small Businesses as consumer bodies that may submit a ‘super-complaint’ to the FCA. A ‘super-complaint’ is a complaint made by any of these designated consumer bodies to the FCA on behalf of consumers of financial services where it considers that a feature, or a combination of features, of the market for financial services in the UK is seriously damaging the interests of these customers. Complaints about damage to the interests of individual consumers will continue to be dealt with by the FOS. If a ‘super-complaint’ were to be made against a Santander UK group entity by a designated consumer body under the Designated Consumer Bodies Order, any response published or action taken by the FCA could have a material adverse effect on our operating results, financial condition and prospects.

Given the (i) requirement for compliance with an increasing volume of relevant law and regulation; (ii) more proactive regulatory intervention and enforcement and more punitive sanctions and penalties for infringement; (iii) inherent unpredictability of litigation; and (iv) evolution of the jurisdiction of FOS and related impacts, it is possible that related costs or liabilities could have a material adverse effect on our operating results, financial condition and prospects.

The Banking Act may adversely affect our business

The special resolution regime set out in the Banking Act provides HM Treasury, the BoE, the PRA and the FCA (and their successor bodies) with a variety of powers for dealing with UK deposit taking institutions (and, in certain circumstances, their holding companies) 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. In addition, pursuant to amendments made to the Banking Act, which came into force on 1 August 2014, provision has been made for various tools to be used in respect of a wider range of UK entities, including investment firms and certain banking group companies, provided that certain conditions are met.

If an instrument or order were made under the Banking Act in respect of the Company or another Santander UK group entity, such instrument or order (as the case may be) may, among other things: (i) result in a compulsory transfer of shares or other securities or property of the Company or such other entity; (ii) impact on the rights of the holders of shares or other securities in the Company or such other entity or result in the nullification or modification of the terms and conditions of such shares or securities; or (iii) result in the de-listing of the shares and/or other securities of the Company or such other entity in the Santander UK group. In addition, such an order may affect matters in respect of the Company or such other entity and/or other aspects of the shares or other securities of the Company or such other entity in the Santander UK group, which may negatively affect the ability of the Company or such other entity to meet its obligations in respect of such shares or securities.

Further, amendments to the Insolvency Act 1986 and secondary legislation have introduced changes to the treatment and ranking of certain debts with the result that certain eligible deposits will rank in priority to the claims of ordinary (i.e. non-preferred) unsecured creditors in the event of an insolvency. This may negatively affect the ability of the Company or another Santander UK group entity to meet its obligations in respect of its unsecured creditors in an insolvency scenario.

Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue

The Banking Reform Act as of 31 December 2014 amended the Banking Act to introduce a UK ‘bail-in power’. On 6 May 2014, the Council adopted the EU Bank Recovery and Resolution Directive (BRRD), which contains a similar bail-in power and requires EU Member States to provide resolution authorities with the power to write down the claims of unsecured creditors of a failing institution and to convert unsecured claims to equity (subject to certain parameters). The UK Government decided to implement the BRRD bail-in power from 1 January 2015. The new PRA and FCA rules and supervisory statements took effect from 19 January 2015, with the exception of the rules that require a contractual clause recognising bail-in powers in foreign law liabilities. These rules were phased in, with the first phase, which applies to debt instruments, having commenced on 19 February 2015. The second phase, which applies to all other relevant liabilities commenced on 1 January 2016.

The UK bail-in power is an additional power available to the UK resolution authorities under the special resolution regime provided for in the Banking Act to enable them to recapitalise a failed institution by allocating losses to such institution’s shareholders and unsecured creditors, subject to the rights of such shareholders and unsecured creditors to be compensated under a bail-in compensation order, which is based on the principle that such creditors should receive no less favourable treatment than they would have received had the bank entered into insolvency immediately before the coming into effect of the bail-in power. The bail-in power includes the power to cancel or write down (in whole or in part) certain liabilities or to modify the terms of certain contracts for the purposes of reducing or deferring the liabilities of a relevant institution under resolution and the power to convert certain liabilities into shares (or other instruments of ownership) of the relevant institution. The conditions for use of the UK bail-in power are generally that (i) the regulator determines the relevant institution is failing or likely to fail; (ii) it is not reasonably likely that any other action can be taken to avoid such relevant institution’s failure; and (iii) the relevant UK resolution authority determines that it is in the public interest to exercise the bail-in power. Certain liabilities are excluded from the scope of the bail-in powers, including liabilities to the extent that they are secured.

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According to the Banking Act, as well as similar principles in the BRRD, the relevant UK resolution authority should have regard to the insolvency treatment principles when exercising the UK bail-in power. The insolvency treatment principles are that (i) the exercise of the UK bail-in power should be consistent with treating all liabilities of the bank in accordance with the priority that they would enjoy on a liquidation; and (ii) any creditors who would have equal priority on a liquidation should bear losses on an equal footing with each other. HM Treasury may, by order, specify further matters or principles to which the relevant UK resolution authority must have regard when exercising the UK bail-in power. These principles may be specified in addition to, or instead of the insolvency treatment principles. If the relevant UK resolution authority departs from the insolvency treatment principles when exercising the UK bail-in power, it must report to the Chancellor of the Exchequer stating the reasons for its departure.

The bail-in power under the Banking Act and the BRRD may potentially be exercised in respect of any unsecured debt securities issued by a financial institution under resolution or by a relevant member of the Santander UK group, regardless of when they were issued. Accordingly, the bail-in power under the Banking Act and the BRRD could be exercised in respect of our debt securities. We expect that public financial support would only be used as a last resort after having assessed and exploited, to the maximum extent practicable, the resolution tools including the bail-in tool, and the occurrence of circumstances in which bail-in powers would need to be exercised in respect of us would likely have a negative impact on our business.

The BRRD also contains a mandatory write down power which requires EU Member States to grant powers to resolution authorities to recapitalise institutions and/or their EEA parent holding companies that are in severe financial difficulty or at the point of non-viability by permanently writing down Tier 1 and Tier 2 capital instruments issued by such institutions and/or their EEA parent holding companies, or converting those capital instruments into shares (or other instruments of ownership). The mandatory write down provision has been implemented in the UK through the Banking Act. Before taking any form of resolution action or applying any resolution power set out in the BRRD, the UK resolution authorities have the power (and are obliged when specified conditions are determined to have been met) to write down, or convert Tier 1 and Tier 2 capital instruments issued by the relevant institution into CET1 capital instruments before, or simultaneously with, the entry into resolution of the relevant entity. These measures could be applied to certain of our debt securities. The occurrence of circumstances in which write down powers would need to be exercised in respect of us would be likely to have a negative impact on our business.

In contrast to the creditor protections afforded in the event of the bail-in powers being exercised, holders of capital instruments will not be entitled to the ‘no creditor worse off’ protections under the Banking Act in the event that their capital instruments are written down or converted to equity under the mandatory write-down tool (unless the mandatory write-down tool were to be used alongside a bail-in). Furthermore, in circumstances where capital instruments are converted into equity securities by application of the mandatory write-down tool, those equity securities may be subjected to the bail-in powers in resolution, resulting in their cancellation, significant dilution or transfer away from the investors therein. Lastly, the BRRD provides for resolution authorities to have the power to require institutions and groups to make structural changes to ensure legal and operational separation of ‘critical functions’ from other functions where necessary, or to require institutions to limit or cease existing or proposed activities in certain circumstances. As a result of changes to the PRA Rulebook made to implement the BRRD, the Company is now required to identify such ‘critical functions’ as part of its resolution and recovery planning. If used in respect of us, these ex ante powers could have a negative impact on our business.

We are subject to regulatory capital and leverage requirements that could limit our operations, and changes to these requirements may further limit and adversely affect our operating results, financial condition and prospects

We are subject to capital adequacy requirements applicable to banks and banking groups under directly applicable EU legislation and as adopted by the PRA. We are required to maintain a minimum ratio of Common Equity Tier 1 (CET1) capital to risk-weighted assets, Tier 1 capital to risk-weighted assets, total capital to risk-weighted assets and Tier 1 capital to total adjusted assets for leverage monitoring purposes. Any failure by us to maintain such ratios above prescribed regulatory minimum levels may result in administrative actions or sanctions. These could potentially include requirements on us to cease all or certain lines of new business, to raise new capital resources or, in certain circumstances, a requirement for our existing capital instruments (potentially including our debt securities) to be subjected to bail-in or write down (for more information, see the risk factor entitled ‘Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue’).

The Capital Requirements Directive IV (CRD IV Directive) and the Capital Requirements Regulation (CRR Regulation and together with the CRD IV Directive, CRD IV) implemented changes proposed by the Basel Committee on Banking Supervision (the Basel Committee) to the capital adequacy framework, known as ‘Basel III’ in the EU. The CRR Regulation is directly applicable in each EU Member State and does not therefore require national implementing measures, whilst the CRD IV Directive has been implemented by EU Member States through national legislative processes. CRD IV came into effect on 1 January 2014, with particular requirements expected to be fully effective by 2019. On 19 December 2013, the PRA published the initial version of its rules and supervisory statements associated with the implementation of CRD IV, which cover prudential rules for banks, building societies and investment firms. Binding technical standards adopted by the Commission have also impacted CRD IV requirements.

Under the ‘Pillar 2’ framework, the PRA requires the capital resources of UK banks to be maintained at levels which exceed the base capital requirements prescribed by CRD IV and to cover relevant risks in their business. In addition, a series of capital buffers have been established under CRD IV and PRA rules to ensure a bank can withstand a period of stress. These buffers, which must be met by CET1 capital, include the countercyclical capital buffer, sectoral capital requirements, a PRA buffer and the capital conservation buffer. The total size of the capital buffers will be informed by the results of the annual concurrent UK stress testing exercises. The BoE’s approach to stress testing the UK banking system was outlined in October 2015. The BoE is aiming to develop an approach that is explicitly countercyclical, with the severity of the stress test and the associated regulatory capital buffers varying systematically with the state of the financial cycle. Furthermore, the framework is aiming to support a continued improvement in UK banks’ risk management and capital planning capabilities, and the BoE expects participating UK banks to demonstrate sustained improvements in their capabilities over time. The PRA can take action if a bank fails to meet the required capital ratio hurdle rates in the stress testing exercise, and the banks which fail to do so will be required to take action to strengthen their capital position over an appropriate timeframe. If a bank does not meet expectations in its risk management and capital planning capabilities in the stress testing exercise, this may inform the setting of its capital buffers. Though the results of the PRA’s 2016 stress test did not impact on the level of capital that we are required to hold, the PRA could, in the future, as a result of stress testing exercises (both in the UK and EU wide) and as part of the exercise of UK macro-prudential capital regulation tools, or through supervisory actions (beyond the changes described below), require UK banks and banking groups, including us, to increase our/their capital resources further.

284    Santander UK plc


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The Financial Services Act 2012 (the FS Act) empowers the Financial Policy Committee of the BoE (FPC), which is a sub-committee of the Court of Directors of the BoE, to give directions to the PRA and the FCA so as to ensure implementation of macroprudential measures intended to manage systemic risk. For the UK, the FPC sets the countercyclical capital buffer rate on a quarterly basis. At its most recent meeting in September 2016, the FPC announced that the countercyclical capital buffer rate would remain at 0% until at least June 2017.

The FS Act also provides the FPC with certain other macro-prudential tools for the management of systemic risk. In July 2015, the FPC made certain directions to the PRA in relation to the leverage ratio. Since January 2016, all major UK banks and banking groups (including us) have been required to hold enough Tier 1 capital (75% of which must be CET1 capital) to satisfy a minimum leverage requirement of 3% and enough CET1 capital to satisfy a countercyclical leverage ratio buffer of 35% of each bank’s institution-specific countercyclical capital buffer rate. The FPC also directed the PRA to require UK globally systemically important banks (G-SIBs) and domestically systemically important banks, building societies and PRA-regulated investment firms (including us) to hold enough CET1 capital to meet a supplementary leverage ratio buffer of 35% of the institution-specific G-SIB buffer rate or Systemic Risk Buffer (SRB) for domestically systemically important banks. The supplementary leverage ratio buffer was implemented on 1 January 2016, in line with the G-SIB buffer rate imposed by the Financial Stability Board (FSB), with the SRB to be applicable from 1 January 2019. The FPC finalised and published its SRB framework on 25 May 2016. Systemic importance is measured using the total assets of ring-fenced bank sub-groups in scope of the SRB, with higher SRB rates applicable as total assets increase. In December 2016, the PRA published its statement of policy on the SRB relevant to ring-fenced bodies. The PRA will review its statement of policy in 2018, following the review of the FPC’s SRB framework. The FPC can also direct the PRA to adjust capital requirements in relation to particular sectors through the imposition of sectoral capital requirements. Action taken in the future by the FPC in exercise of any of its powers could result in the regulatory capital requirements applied to us being increased.

Regulators in the UK and worldwide have also proposed that additional loss absorbency requirements should be applied to systemically important institutions to ensure that there is sufficient loss absorbing and recapitalisation capacity available in resolution. The BRRD requires that EU Member States ensure that EU banks meet a Minimum Requirement for Eligible Liabilities (MREL). The BRRD was transposed into UK law in January 2015, with the provisions on MREL taking effect from 1 January 2016. On 11 December 2015, the BoE published a consultation paper on its proposed statement of policy on its approach to setting MREL. On 9 November 2015, the FSB published its final Total Loss-Absorbing Capital (TLAC) standards for G-SIBs. The BoE has indicated that it will set MREL on a case-by-case basis, and that it intends to set MREL for G-SIBs as necessary to implement the TLAC standard. The BoE has also indicated that it intends to set consolidated MREL no higher than institutions’ current regulatory minimum capital requirements and consequently there should be no immediate change in regulatory requirements for loss absorbency capacity. For most institutions, the BoE proposes to set a final MREL conformance date of 1 January 2020, although it expects UK G-SIBs to meet the interim TLAC minimum requirement by 1 January 2019. In November 2016, the BoE published its responses to the consultation and the PRA published a statement of policy in relation to MREL. A key change to the BoE’s policy on MREL is that firms will now be required to meet the interim MREL requirements by 1 January 2020 and to meet full MREL requirements by 1 January 2022. The BoE expects to conduct a review of its general approach to calibrating MREL and to set the final transition date by the end of 2020.

In addition, since 31 December 2014, the PRA has had the power under the FSMA to make rules requiring a parent undertaking of a bank to make arrangements to facilitate the exercise of resolution powers, including a power to require a group to issue debt instruments. Such powers could have an impact on the liquidity of our debt instruments and could materially increase our cost of funding. Since 1 January 2014, we have also been subject to certain recovery and resolution planning requirements (popularly known as ‘living wills’) for banks and other financial institutions as set out in the PRA Rulebook. These requirements were updated in January 2015 to implement the recovery and resolution framework under the BRRD. The updated requirements impose more regular and detailed reporting obligations, including the requirement to submit recovery plans and resolution packs to the PRA and to keep them up to date.

In addition to the above, regulators in the UK and worldwide have produced a range of proposals for future legislative and regulatory changes which could force us to comply with certain operational restrictions or take steps to raise further capital, or could increase our expenses, or otherwise adversely affect our operating results, financial condition and prospects. These changes, which could affect the Santander UK group as a whole, include the EU implementation of the Basel Committee’s new market risk framework, which reflects rules made as a result of the Basel Committee’s fundamental review of the trading book. Other proposed changes to the capital framework include:

-Revisions to the standardised approach to credit risk (Standardised Approach) to address certain weaknesses identified by the Basel Committee
-Additional constraints on the use of internal model approaches for credit risk
-The development of the Standardised Approach-based floor on modelled credit risk capital requirements.

The Basel Committee has also announced proposals to revise the measurement approach for operational risk and plans to finalise the calibration and design of the leverage ratio in 2017. The Basel Committee’s consultation paper on proposed revisions to the leverage ratio framework closed on 6 July 2016.

The foregoing measures could have a material adverse effect on our operating results, and consequently, on our business, financial condition and prospects. There is a risk that changes to the UK’s capital adequacy regime (including any increase to minimum leverage ratios) may result in increased minimum capital requirements, which could reduce available capital for business purposes and thereby adversely affect our cost of funding, profitability and ability to pay dividends, continue organic growth (including increased lending), or pursue acquisitions or other strategic opportunities (alternatively we could restructure our balance sheet to reduce the capital charges incurred pursuant to the PRA’s rules in relation to the assets held, or raise additional capital but at increased cost and subject to prevailing market conditions). In addition, changes to the eligibility criteria for Tier 1 and Tier 2 capital may affect our ability to raise Tier 1 and Tier 2 capital and impact the recognition of existing Tier 1 and Tier 2 capital resources in the calculation of our capital position. Furthermore increased capital requirements may negatively affect our return on equity and other financial performance indicators.

Our business could be affected if our capital is not managed effectively or if these measures limit our ability to manage our balance sheet and capital resources effectively or to access funding on commercially acceptable terms. Effective management of our capital position is important to our ability to operate our business, to continue to grow organically and to pursue our business strategy. For more on our capital position and capital management, see ‘Risk review - Capital risk’ on pages 106 to 109.

Santander UK plc    285


Annual Report 2016

Other information for US investors

Liquidity and funding risks are inherent in our business and could have a material adverse effect on us

Liquidity risk is the risk that we, although solvent, either do not have available sufficient financial resources to meet our 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 we implement 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. Continued constraints in the supply of liquidity, including inter-bank lending, which arose between 2009 and 2013, materially and adversely affected the cost of funding our business. There can be no assurance that such constraints will not reoccur. Extreme liquidity constraints may affect our operations and our ability to fulfil regulatory liquidity requirements, as well as limit growth possibilities. Disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us.

Changes in our credit spreads can significantly increase the cost of our funding and changes may be influenced by market perceptions of our creditworthiness. Changes to our credit spreads occur continuously and may be unpredictable and highly volatile. If wholesale markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits, with a view to attracting more customers, and/or to sell assets, potentially at depressed prices. The persistence or worsening of these adverse market conditions or an increase in base interest rates could have a material adverse effect on our ability to access liquidity and cost of funding (whether directly or indirectly).

In response to the financial crisis, central banks around the world, including the US Federal Reserve Bank and the ECB, 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 ensuring that currency swaps markets remain liquid. It remains uncertain for how long such measures will remain in place and to what extent they may be added to in the light of economic developments. In addition to the BoE Base Rate cut on 4 August 2016, the Bank of England announced a quantitative easing programme to purchase £70bn of assets, comprising £10bn of corporate bonds and £60bn of gilts. In December 2016 the ECB announced an extension to their quantitative easing programme until the end of 2017, albeit with a scaled down monthly volume of purchases from April 2017 of60bn (from80bn). If these current facilities were rapidly removed or significantly reduced, this could have an adverse effect on our ability to access liquidity and on our funding costs. In the United States (US), the Federal Reserve increased its short-term interest rate by 25 basis points in December 2016 and is forecasting three further interest rate increases in 2017.

In October 2013, the BoE updated its Sterling Monetary Framework to provide more transparent liquidity insurance support in exceptional circumstances. The Indexed Long-Term Repo Facility will now be available to support regular bank requirements for liquidity while the Discount Window Facility has been reinforced as support for banks experiencing idiosyncratic stress. The Collateralised Term Repo Facility will be made available to support markets in the event of a market wide liquidity stress. Further, on 4 August 2016, the Bank of England announced the Term Funding Scheme (TFS), which allows participants to borrow central bank reserves in exchange for eligible collateral. The drawdown period under the TFS will run from 19 September 2016 to 28 February 2018. The TFS is being made available to banks and building societies that are participants in the Bank of England’s Sterling Monetary Framework and signed up to the Discount Window Facility. At 31 December 2016, we had drawn £4.5bn under the TFS. In addition to the TFS, we participated in the Funding for Lending Scheme (FLS). At 31 December 2016, we had drawn £3.2bn of UK treasury bills under the FLS. The availability of the BoE facilities described above for UK financial institutions, to the extent that they provide us with access to cheaper and more attractive funding than other sources, reduces our reliance on retail and/or wholesale markets. To the extent that we make use of these BoE facilities, any significant reduction or withdrawal of those facilities would increase our funding costs.

Each of the factors described above (the persistence or worsening of adverse market conditions, and the lack of availability, or withdrawal, of such central bank schemes or an increase in base interest rates) could have a material adverse effect on our liquidity and the cost of funding (whether directly or indirectly).

Further, we aim for a funding structure that is consistent with our assets, avoids excessive reliance on short-term wholesale funding, attracts enduring commercial deposits and provides diversification in products and tenor. We therefore rely, and will continue to rely, on commercial deposits to fund a significant proportion of lending activities. The ongoing availability of this type of funding is sensitive to a variety of factors outside our control, such as general economic conditions and the confidence of commercial depositors in the economy, in general and in the financial services industry, and the availability and extent of deposit guarantees, as well as competition between banks for deposits or competition with other products, such as mutual funds. A change in any of these factors could significantly increase the amount of commercial deposit withdrawals in a short period of time, thereby reducing our ability to access commercial deposit funding on appropriate terms, or at all, in the future.

We anticipate that our customers will continue to make deposits (particularly demand deposits and short-term time deposits), and we intend to maintain our emphasis on the use of banking deposits as a source of funds. The short-term nature of some deposits could cause liquidity problems for us in the future if deposits are not made in the volumes we expect or are not renewed. If a substantial number of our depositors withdraw their demand deposits or do not roll over their time deposits upon maturity, we may be materially and adversely affected. For additional information about our liquidity position and other liquidity matters, including the policies and procedures we use to manage our liquidity risks, see ‘Risk review – Liquidity risk’ on pages 90 to 105.

A sudden or unexpected shortage of funds in the banking system could threaten the stability of the banking system and lead to increased funding costs, a reduction in the term of funding instruments or require us to liquidate certain assets. If these circumstances were to arise, this could have a material adverse effect on our operating results, financial condition and prospects.

We are subject to liquidity requirements that could limit our operations, and changes to these requirements may further limit and adversely affect our operating results, financial condition and prospects

The PRA has responsibility for the micro-prudential regulation of banks and certain other financial institutions. In June 2015, the PRA issued its policy statement on the transfer of the liquidity regime to the CRD IV standard, confirming that the existing regime under BIPRU 12 would cease to apply with effect from 1 October 2015, although certain of the BIPRU requirements are reflected in the new regime.

286    Santander UK plc


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Under CRD IV, banks are, or under transitional measures will be, required to meet two new liquidity standards, consisting of the Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR) metrics, which are aimed to promote:

-The short-term resilience of banks’ liquidity risk profiles by ensuring they have sufficient high-quality liquid assets to survive a significant stress scenario
-A longer-term resilience by creating incentives for banks to fund their activities with more stable sources of funding on an ongoing basis.

LCR

The LCR is intended to ensure that a bank maintains an adequate level of unencumbered, high quality liquid assets which can be used to offset the net cash outflows the bank could encounter under a short-term significant liquidity stress scenario. The LCR was introduced in the UK on 1 October 2015. The PRA has opted to impose higher liquidity coverage requirements than the minimum required by CRD IV during the phase-in period to 1 January 2018. The current minimum requirement for UK banks is set at 90% from 1 January 2017 and rising to 100% from 1 January 2018. Our current liquidity position is in excess of the minimum requirements set by the PRA, however there can be no assurance that future changes to the applicable liquidity requirements would not have an adverse effect on our financial performance.

NSFR

In October 2014, the Basel Committee published its final standard of the NSFR which will take effect on 1 January 2018. The NSFR is defined as the amount of available stable funding relative to the amount of required stable funding. Banks are expected to hold an NSFR of at least 100% on an ongoing basis and report its NSFR at least quarterly. Ahead of its planned implementation on 1 January 2018, the NSFR will remain subject to an observation period.

There is a risk that implementing and maintaining existing and new liquidity requirements, such as through enhanced liquidity risk management systems, may incur significant costs, and more stringent requirements to hold liquid assets may materially affect our lending business as more funds may be required to acquire or maintain a liquidity buffer, thereby reducing future profitability. This could in turn adversely impact our operating results, financial condition and prospects.

Exposure to UK Government debt could have a material adverse effect on us

Like many other UK banks, we invest in debt securities of the UK Government largely for liquidity purposes. At 31 December 2016, approximately 1% of our total assets and 35% of our securities portfolio were comprised of debt securities issued by the UK Government. Any failure by the UK Government to make timely payments under the terms of these securities, or a significant decrease in their market value, will have a material adverse effect on us.

We may suffer adverse effects as a result of the political, economic and sovereign debt tensions in the eurozone

Conditions in the capital markets and the economy generally in the eurozone continue to show signs of fragility and volatility, with political tensions in Europe being particularly heightened in the past twelve months. In addition, interest rate differentials among eurozone countries are affecting government finance and borrowing rates in those economies. These factors could have a material adverse effect on our operating results, financial condition and prospects.

The UK EU Referendum caused significant volatility in the global stock and foreign exchange markets (for more information, see the risk factors entitled ‘We are vulnerable to disruptions and volatility in the global financial markets’ and ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’). It may have also encouraged anti-EU and populist parties in other EU Member States, raising the potential for other countries to seek to conduct referenda with respect to their continuing membership of the EU. On 4 December 2016, voters in Italy rejected constitutional reform proposals put forward by the Italian Prime Minister by way of referendum, which was generally regarded as portraying an anti-EU sentiment (the Italian Referendum). Following the results of the UK EU Referendum and the Italian Referendum, the risk of further instability in the eurozone cannot be excluded, particularly in Germany, France and the Netherlands, which are due to hold elections in 2017.

In the past, the ECB and European Council have taken actions with the aim of reducing the risk of contagion in the eurozone and beyond and improving economic and financial stability. Notwithstanding these measures, a significant number of financial institutions throughout Europe have substantial exposures to sovereign debt issued by eurozone (and other) nations, which may be under financial stress. Should any of those nations default on their debt, or experience a significant widening of credit spreads, major financial institutions and banking systems throughout Europe could be adversely affected, with wider possible adverse consequences for global financial market conditions.

The high cost of capital for some European governments impacted the wholesale markets in the UK, which resulted in an increase in the cost of retail funding and greater competition in the savings market. In the absence of a permanent resolution to issues that may contribute to adverse conditions in the eurozone, conditions could deteriorate.

Although we conduct the majority of our business in the UK, we have direct and indirect exposure to financial and economic conditions throughout the eurozone economies, including as a result of Banco Santander SA, and other affiliates being situated in the eurozone. Concerns relating to sovereign defaults or a partial or complete break-up of the European Monetary Union, including potential accompanying redenomination risks and uncertainties, have significantly increased in light of the political and economic factors mentioned above. For a further description of our country risk exposures, including eurozone and peripheral eurozone exposures and redenomination risk, see ‘Risk review – Country risk exposures’ on pages 127 to 128. In addition, general financial and economic conditions in the UK, which directly affect our operating results, financial condition and prospects, may deteriorate as a result of conditions in the eurozone.

Santander UK plc    287


Annual Report 2016

Other information for US investors

We are exposed to risks faced by other financial institutions

We routinely transact with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual funds, hedge funds and other institutional clients. Defaults by, and even rumours or questions about the solvency of certain financial institutions and the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by other institutions. Many of the routine transactions we enter into expose us to significant credit risk in the event of default by one of our significant counterparties. A default by a significant financial counterparty, or liquidity problems in the financial services industry generally, could have a material adverse effect on us.

An adverse movement in our external credit rating would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations

Credit ratings can in some instances affect the cost and other terms upon which we are able to obtain funding. Credit rating agencies regularly evaluate us, and their credit ratings of our institution and our debt in issue are based on a number of factors, including our financial strength, the financial strength of Banco Santander SA, and that of the UK economy and conditions affecting the financial services industry generally.

Any downgrade in the external credit ratings assigned to us or any of our debt securities could have an adverse impact on us. In particular, such downgrade in our credit ratings could increase our borrowing costs and could require us to post additional collateral or take other actions under some of our derivative contracts, and could limit our access to capital markets and adversely affect our commercial business. For example, a credit rating downgrade could adversely affect our ability to sell or market certain of our products, engage in certain longer-term transactions and derivatives transactions and retain our customers, particularly customers who need a minimum rating threshold in order to invest.

In addition, under the terms of certain of our derivative contracts and other financial commitments, we may be required to maintain a minimum credit rating or otherwise our counterparties may be able to terminate such contracts or require the posting of collateral. Any of these results of a credit rating downgrade could, in turn, reduce our liquidity and have an adverse effect on us, including our operating results, financial condition and prospects. For example, we estimate that at 31 December 2016, if Fitch, Moody’s and Standard & Poor’s were concurrently to downgrade the long-term credit ratings of Santander UK plc by one notch, and thereby trigger a short-term credit rating downgrade, this could result in an outflow of £4.6bn of cash and collateral. A hypothetical two notch downgrade would result in a further outflow of £0.4bn of cash and collateral at 31 December 2016. These outflow requirements are however captured under the LCR regime. However, while certain potential impacts are contractual and quantifiable, the full consequences of a credit rating downgrade are inherently uncertain, as they depend upon numerous dynamic, complex and inter-related factors and assumptions, including market conditions at the time of any downgrade, whether any downgrade of a firm’s long-term credit rating precipitates downgrades to its short-term credit rating, and assumptions about the potential behaviours of various customers, investors and counterparties. Actual outflows could be higher or lower than this hypothetical example, depending upon certain factors including any management or restructuring actions that could be taken to reduce cash outflows and the potential liquidity impact from a loss of unsecured funding (such as from money market funds) or loss of secured funding capacity.

Although unsecured and secured funding stresses are included in our stress testing scenarios and a portion of our total liquid assets is held against these risks, it is still the case that a credit rating downgrade could have a material adverse effect on us. In addition, if certain counterparties terminated derivative contracts with us and we were unable to replace such contracts, our market risk profile could be altered.

Following the results of the UK EU Referendum, S&P Global Ratings and Moody’s Investors Service affirmed the long-term credit ratings and changed the ratings outlooks of most major UK banks because of the medium term impact of political and market uncertainty (for further detail on our risk exposures as a result of the UK EU Referendum, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’). The Company’s long-term debt is currently rated investment grade by the major rating agencies: Aa3 with negative outlook by Moody’s Investors Service, A with negative outlook by S&P Global Ratings and A with positive outlook by Fitch Ratings. If a downgrade of any Santander UK group member’s long-term credit ratings were to occur, it could also impact the short-term credit ratings of other members of the Santander UK group. Should there be any removal of systemic support by the UK Government, all things being equal, the impact on our long-term credit-rating could potentially increase the cost of some of our wholesale borrowing and our ability to secure both long-term and short-term funding may be reduced.

Further, following the results of the UK EU Referendum, the UK’s sovereign credit rating was downgraded by Fitch Ratings and S&P Global Ratings, and its outlook changed to negative by Moody’s Investors Service. Changes to the UK sovereign credit rating, or the perception that further changes may occur, could have a material adverse effect on our operating results, financial condition, prospects and the marketability and trading value of our securities. This might also impact on our own credit rating, borrowing costs and our ability to secure funding. Changes to the UK sovereign credit rating, or the perception that further changes may occur, could also have a material effect in depressing consumer confidence, restricting the availability, and increasing the cost, of funding for individuals and companies, further depressing economic activity, increasing unemployment and/or reducing asset prices.

There can be no assurance that the credit rating agencies will maintain our current credit ratings or outlooks. Our failure to maintain favourable credit ratings and outlooks could increase our cost of funding and adversely affect our interest margins, which could have a material adverse effect on us.

288    Santander UK plc


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Our financial results are constantly exposed to market risk. We are subject to fluctuations in interest rates and other market risks, which may materially adversely affect us and our profitability

Market risk refers to the probability of variations in our net interest income or in the market value of our assets and liabilities due to volatility of interest rates, exchange rates or equity prices.

Changes in interest rates would affect the following areas, among others, of our business:

-Net interest income
-The value of our derivatives transactions
-The market value of our securities holdings
-The value of our loans and deposits
-The volume of loans originated

Interest rates are highly sensitive to many factors beyond our control, including increased regulation of the financial sector, monetary policies, and domestic and international economic and political conditions. Variations in interest rates could affect the interest earned on our assets and the interest paid on our borrowings, thereby affecting our net interest income, which comprises the majority of our revenue, reducing our growth rate and potentially resulting in losses. In addition, costs we incur as we implement strategies to reduce interest rate exposure could increase in the future (which, in turn, will impact our results).

Increases in interest rates may reduce the volume of loans we originate. Sustained high interest rates have historically discouraged customers from borrowing and have resulted in increased delinquencies in outstanding loans and deterioration in the quality of assets. Increases in interest rates may also reduce the propensity of our customers to prepay or refinance fixed-rate loans, reduce the value of our financial assets and reduce gains or require us to record losses on sales of our loans or securities.

Due to the historically low interest rate environment in the UK in recent years, the rates on many of our interest-bearing deposit products have been priced at or near zero, which may limit our ability to further reduce customer rates in the event of further cuts in BoE Base Rate and thus negatively impacting our margins. If the current low interest rate environment in the UK persists in the long term, it may be difficult to increase our net interest income, which will impact our results.

We are also exposed to foreign exchange rate risk as a result of mismatches between assets and liabilities denominated in different currencies. Fluctuations in the exchange rate between currencies may negatively affect our earnings and value of our assets and securities. Our capital is stated in pounds sterling and we do not fully hedge our capital position against changes in currency exchange rates. Although we seek to hedge most of our currency risk, through hedging and the purchase of cross-currency swaps, these hedges do not eliminate currency risk and we can make no assurance that we will not suffer adverse financial consequences as a result of currency fluctuations. The recent volatility in the value of the pound sterling in the wake of the result of the UK EU Referendum may persist as negotiations for exit continue and continued significant exchange rate volatility and the depreciation of the pound sterling in particular could have an adverse impact on our results of operations and our ability to meet our US dollar and euro-denominated obligations, and which could have a material adverse effect on our operating results, financial condition and prospects.

We are also exposed to equity price risk in our investments in equity securities in the banking book and in the trading portfolio. The performance of financial markets may cause changes in the value of our investment and trading portfolios. The volatility of world equity markets, due to the continued economic uncertainty and sovereign debt tensions, has had a particularly strong impact on the financial sector.

Continued volatility may affect the value of our investments in equity securities and, depending on their fair value and future recovery expectations, could become a permanent impairment, which would be subject to write-offs against our results. To the extent any of these risks materialise, our net interest income or the market value of our assets and liabilities could be adversely affected.

Market conditions have resulted in, and could continue to result in, material changes to the estimated fair values of our financial assets. Negative fair value adjustments could have a material adverse effect on our operating results, financial condition and prospects

In the past nine years, financial markets have been subject to periods of significant stress resulting in steep falls in perceived or actual financial asset values, particularly due to volatility in global financial markets and the resulting widening of credit spreads. We have material exposures to securities, loans, derivatives 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 our financial assets. In addition, the value ultimately realised by us on disposal may be lower than the current fair value. Any of these factors could require us to record negative fair value adjustments, which may have a material adverse effect on our operating results, financial condition and 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 in times of economic instability. In such circumstances, our valuation methodologies require us to make assumptions, judgements and estimates in order to establish fair value.

Reliable assumptions are difficult to make and are inherently uncertain. Moreover, 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 our operating results, financial condition and prospects.

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Other information for US investors

Failure to successfully implement and continue to improve our credit risk management systems could materially and adversely affect our business

As a commercial banking group, one of the main types of risks inherent in our business is credit risk. We assess the particular risk profile of a customer using approved credit rating models, taking into account both quantitative and qualitative factors. This process could be subject to human and IT systems errors, which may result in credit ratings not correctly being assigned to customers and a larger exposure to higher credit risks than indicated by our rating models.

In addition, we continuously refine our credit policies and guidelines to address potential risks associated with particular industries or types of customers. However, we may not be able to detect all possible risks before they occur, or our employees may not be able to effectively implement our credit policies and guidelines due to limited tools available to us, which may increase our credit risk.

Any failure to effectively implement, consistently monitor and refine our credit risk management systems may result in an increase in the level of non-performing loans and higher losses than expected, which could have a material adverse effect on us.

We are subject to various risks associated with our derivative transactions that could have a material adverse effect on us

We enter into derivative transactions for trading purposes as well as for hedging purposes. We are subject to various risks associated with these transactions, including market risk, operational risk, basis risk (the risk of loss associated with variations in the spread between the asset yield and the funding and/or hedge cost) and credit or counterparty risk (the risk of insolvency or other inability of the counterparty to a particular transaction to perform its obligations thereunder, including providing sufficient collateral).

Market practices and documentation for derivative transactions in the UK may differ from those in other countries. In addition, the execution and performance of these transactions depend on our ability to develop adequate control and administration systems. Moreover, our ability to adequately monitor, analyse and report derivative transactions continues to depend, largely, on our information technology systems. These factors further increase the risks associated with these transactions and could have a material adverse effect on us.

Operational risks, including risks relating to data and information collection, processing, storage and security are inherent in our business

Like other financial institutions we manage and hold confidential personal information of customers in the conduct of our banking operations, as well as a large number of assets. Accordingly, our business depends on the ability to process a large number of transactions efficiently and accurately, and on our ability to rely on our people, digital technologies, computer and email services, software and networks, as well as the secure processing, storage and transmission of confidential, sensitive personal data and other information using our computer systems and networks. The proper functioning of financial control, accounting or other data collection and processing systems is critical to our businesses and to our ability to compete effectively. Losses can result from inadequate personnel, human error, inadequate or failed internal control processes and systems or from external events that interrupt normal business operations. We also face the risk that the design of our controls and procedures prove to be inadequate or are circumvented such that our data and/or client records are incomplete, not recoverable or not securely stored. Although we work with our clients, vendors, service providers, counterparties and other third parties to develop secure data and information processing, storage and transmission capabilities to prevent against information security risk, we routinely manage personal, confidential and proprietary information by electronic means, and we may be the target of attempted cyber-attack. If we cannot maintain an effective and secure electronic data and information, management and processing system or we fail to maintain complete physical and electronic records, this could result in regulatory sanctions and serious reputational or financial harm to us.

Infrastructure and technology resilience

We take protective measures and continuously monitor and develop our systems to safeguard our technology infrastructure, data and information from misappropriation or corruption, but our systems, software and networks nevertheless may be vulnerable to unauthorised access, misuse, computer viruses or other malicious code and other events that could have a security impact. An interception, misuse or mishandling of personal, confidential or proprietary information sent to or received from a client, vendor, service provider, counterparty or third party could result in legal liability, regulatory action, reputational harm and financial loss. Furthermore, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures. There can be no absolute assurance that we will not suffer material losses from operational risks in the future, including those relating to any security breaches.

Cyber security

In particular, we have seen in recent years computer systems of companies and organisations being targeted, not only by cyber criminals, but also by activists and rogue states. In common with other financial institutions, we manage and hold confidential personal information of customers in the conduct of our banking operations, as well as a large number of assets. Accordingly we have been and continue to be subject to a range of cyber-attacks, such as denial of service, malware and phishing. This included an incident in 2016 that resulted in our customers experiencing slow performance logging in and performing transactions via our digital channels (online and mobile banking services) and was caused by a denial of service attack, launched by an unknown external third party. Cyber-attacks could give rise to the loss of significant amounts of customer data and other sensitive information, as well as significant levels of liquid assets (including cash). In addition, cyber-attacks could give rise to the disablement of our electronic systems used to service our customers. As attempted attacks continue to evolve in scope and sophistication, we may incur significant costs in order to modify or enhance our protective measures against such attacks, or to investigate or remediate any vulnerability or resulting breach, or in communicating cyber-attacks to our customers. If we fail to effectively manage our cyber security risk, e.g. by failing to update our systems and processes in response to new threats, this could harm our reputation and adversely affect our operating results, financial condition and prospects through the payment of customer compensation, regulatory penalties and fines and/or through the loss of assets.

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In addition, we may also be impacted by cyber-attacks against national critical infrastructures in the UK, for example, the telecommunications network. In common with other financial institutions we are dependent on such networks and any cyber-attack against these networks could negatively affect our ability to service our customers. As we do not operate these networks, we have limited ability to protect our business from the adverse effects of cyber-attack against them.

Further, the domestic and global financial services industry, including key financial market infrastructure, may be the target of cyber disruption and attack by cyber criminals, activists and rogue states looking to cause economic instability. We have limited ability to protect our business from the adverse effects of cyber disruption or attack against our counterparties and key financial market infrastructure. If such a disruption or attack were to occur it could cause serious operational and financial harm to us.

Procedure and policy compliance

We also manage and hold confidential personal information of customers in the conduct of our banking operations. Although we have procedures and controls to safeguard personal information in our possession, unauthorised disclosures could subject us to legal actions and administrative sanctions as well as damages and reputational harm that could materially and adversely affect our operating results, financial condition and prospects. Further, our business is exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions and serious reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter or prevent employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective. We may be required to report events related to information security issues (including any cyber security issues), events where customer information may be compromised, unauthorised access and other security breaches, to the relevant regulatory authorities. Any material disruption or slowdown of our systems could cause information, including data related to customer requests, to be lost or to be delivered to our clients with delays or errors, which could reduce demand for our services and products and could materially and adversely affect us.

We may fail to detect or prevent money laundering and other financial crime activities due to not correctly identifying our financial crime risks and failing to implement effective controls to mitigate those risks. This could expose us to heavy fines, additional regulatory scrutiny, increased liability and civil claims and reputational risk

We are obligated to comply with applicable anti-money laundering (AML), anti-terrorism, anti-bribery and corruption, sanctions and other laws and regulations in the jurisdictions in which we operate. These laws and regulations require us, among other things, to conduct full customer due diligence (including in respect of sanctions and politically-exposed person screening), keep our customer, account and transaction information up to date and implement effective financial crime policies and procedures detailing what is required from those responsible. We are also required to conduct financial crime training for our staff and to report suspicious transactions and activity to appropriate law enforcement following full investigation by the Suspicious Activity Reporting Unit.

Financial crime has become the subject of enhanced regulatory scrutiny and supervision by regulators globally. AML, anti-bribery and corruption and sanctions laws and regulations are increasingly complex and detailed and have become the subject of enhanced regulatory supervision, requiring improved systems, sophisticated monitoring and skilled compliance personnel. For more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’.

We have developed policies and procedures aimed at detecting and preventing the use of our banking network for money laundering and financial crime related activities. These require the implementation and embedding within the business of effective controls and monitoring, which requires ongoing changes to systems and operational activities. Financial crime is continually evolving, and the expectation of regulators is increasing (for more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’). This requires similarly proactive and adaptable responses from us so that we are able to deter threats and criminality effectively. Even known threats can never be fully eliminated, and there will be instances where we may be used by other parties to engage in money laundering and other illegal or improper activities. In addition, we rely heavily on our staff to assist us by spotting such activities and reporting them, and our staff have varying degrees of experience in recognising criminal tactics and understanding the level of sophistication of criminal organisations. Where we outsource any of our customer due diligence, customer screening or anti financial crime operations, we remain responsible and accountable for full compliance and any breaches. If we are unable to apply the necessary scrutiny and oversight there remains a risk of regulatory breach.

If we are unable to fully comply with applicable laws, regulations and expectations, our regulators and relevant law enforcement agencies have the ability and authority to impose significant fines and other penalties on us, including requiring a complete review of our business systems, day-to-day supervision by external consultants and ultimately the revocation of our banking licence. The reputational damage to our business and global brand would be severe if we were found to have breached AML, anti-bribery and corruption or sanctions requirements. Our reputation could also suffer if we are unable to protect our customers or our business from being used by criminals for illegal or improper purposes.

In addition, while we review our relevant counterparties’ internal policies and procedures with respect to such matters, we, to a large degree, rely upon our relevant counterparties to maintain and properly apply their own appropriate AML procedures. Such measures, procedures and compliance may not be completely effective in preventing third parties from using our (and our relevant counterparties’) services as a conduit for money laundering (including illegal cash operations) without our (or our relevant counterparties’) knowledge. If we are associated with, or even accused of being associated with, or become a party to, money laundering, then our reputation could suffer and/or we could become subject to fines, sanctions and/or legal enforcement (including being added to “black lists” that would prohibit certain parties from engaging in transactions with us), any one of which could have a material adverse effect on our operating results, financial condition and prospects. Any such risks could have a material adverse effect on our operating results, financial condition and prospects.

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Other information for US investors

Any failure to effectively improve or upgrade our information technology infrastructure and management information systems in a timely manner could have a material adverse effect on us

Our businesses and our ability to remain competitive depend to a significant extent upon the functionality of our information technology systems (including Partenon, the global banking information technology platform utilised by the Santander UK group and Banco Santander SA), and on our ability to upgrade and expand the capacity of our information technology on a timely and cost-effective basis. The proper functioning of our financial control, risk management, credit analysis and reporting, accounting, customer service and other information technology systems, as well as the communication networks between branches and main data processing centres, are critical to our businesses and our ability to compete. We must continually make significant investments and improvements in our information technology infrastructure in order to remain competitive. We cannot be certain that in the future we will be able to maintain the level of capital expenditure necessary to support the improvement, expansion or upgrading of our information technology infrastructure as effectively as our competitors; this may result in a loss of any competitive advantages that our information technology systems provide. Any failure to effectively improve, expand or upgrade our information technology infrastructure and management information systems in a timely manner could have a material adverse effect on us.

We may be exposed to unidentified or unanticipated risks despite our risk management policies, procedures and methods

The management of risk is an integral part of our activities. We seek to monitor and manage our risk exposure through a variety of risk reporting systems. For a further description of our risk management framework see the ‘Risk review’ on pages 32 to 128. While we employ a broad and diversified set of risk monitoring and risk mitigation techniques, such techniques and strategies may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk, including risks that we fail to identify or anticipate.

Some of our tools and metrics for managing risk are based upon our use of observed historical market behaviour. We apply statistical and other tools to these observations to arrive at quantifications of our risk exposures. These tools and metrics may fail to predict future risk exposures. These risk exposures could, for example, arise from factors we did not anticipate or correctly evaluate in our statistical models. This would limit our ability to manage our risks. Our losses thus could be significantly greater than the historical measures indicate. In addition, our quantified modelling does not take all risks into account. Our more qualitative approach to managing those risks could prove insufficient, exposing us to material, unanticipated losses. We could face adverse consequences as a result of decisions, which may lead to actions by management, based on models that are poorly developed, implemented or used, or as a result of the modelled outcome being misunderstood. If existing or potential customers or counterparties believe our risk management is inadequate, they could take their business elsewhere or seek to limit their transactions with us. This could have a material adverse effect on our reputation, operating results, financial condition and prospects.

Competition with other financial institutions could adversely affect us

We face substantial competition in all parts of our business, including originating loans and attracting deposits through our banking subsidiaries. The competition in originating loans comes principally from other domestic and foreign banks, building societies, consumer finance companies, insurance companies and other lenders and purchasers of loans. The market for UK financial services is highly competitive and we face substantial competition in all parts of our business. As such, we constantly monitor competition, which arises from a number of financial institutions of different sizes and with a range of business models. Moreover, the financial crisis has and continues to reshape the banking landscape in the UK, reinforcing the importance of having a retail deposit funding base and being well capitalised. Our direct competitors have moved increasingly towards a policy of concentrating on the highest quality customers and there is strong competition for these customers.

Additionally, a large number of new entrants are increasingly entering the UK financial services market place. Again we identify and closely monitor this set of new entrants and take account of this in the firm’s management actions. Their arrival has further intensified competition as they seek to gain market share in a number of banking sectors, including for example payments, investments, lending, foreign exchange and data aggregation. We also face competition from non-bank competitors, such as supermarkets, department stores, electronic money institutions and technology firms, and generally from other loan or credit providers. We also compete with the UK Government owned National Savings & Investments for deposits.

Further, the rise in customer use of internet and mobile banking platforms in recent years could negatively impact our investments in bank premises, equipment and personnel for our branch network. The persistence or acceleration of this shift in demand towards internet and mobile banking may necessitate changes to our retail distribution strategy, which may include closing and/or selling certain branches and restructuring our remaining branches and work force. These actions could lead to losses on these assets and may lead to increased expenditures to renovate, reconfigure or close a number of our remaining branches or to otherwise reform our retail distribution channel. Furthermore, our failure to swiftly and effectively implement such changes to our distribution strategy could have an adverse effect on our competitive position.

We expect competition to intensify in response to consumer demand, technological changes, the potential impact of consolidation, regulatory actions and other factors. With effect from 1 April 2013, the FS Act amended the FSMA to include the FCA’s operational objectives of promoting effective competition in the interests of consumers in the markets for regulated financial services. Since 1 April 2015, the FCA has also been able to use concurrent competition powers under the Enterprise Act 2002 and the Competition Act 1998 to promote competition. There will be structural reform of the UK banking sector as banks implement The Financial Services (Banking Reform) Act 2013 which may lead to increased competition in UK Retail or wholesale banking activities. A strong political and regulatory will to foster consumer choice in financial services could lead to even greater competition (for more information, see the risk factor entitled ‘We are subject to substantial regulation and government oversight which could adversely affect our business and operations’). There can be no assurance that this increased competition will not adversely affect our growth prospects, and therefore our operations.

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’s recent disposals of stakes in financial institutions it previously controlled and any future disposals of retained stakes in other financial institutions. Such consolidation, by increasing the size and capabilities of our competitors could adversely affect our operating results, financial condition and prospects. There can be no assurance that this will not adversely affect our growth prospects, and therefore our operations.

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We consider competition in our management actions as appropriate, such as pricing and product decisions. Increasing competition could mean that we increase our rates offered on deposits or lower the rates we charge on loans, which could also have a material adverse effect on us, including our profitability. It may also negatively affect our business results and prospects by, among other things, limiting our ability to increase our customer base and expand our operations and increasing competition for investment opportunities.

Our ability to maintain our competitive position depends, in part, on the success of new products and services we offer our customers and our ability to continue offering products and services from third parties, and we may not be able to manage various risks we face as we expand our range of products and services that could have a material adverse effect on us

The success of our operations and our profitability depends, in part, on the success of new products and services we offer our customers. However, we cannot guarantee that our new products and services will be responsive to customer demands or that they will be successful. In addition, our customers’ needs or desires may change over time, and such changes may render our products and services obsolete, outdated or unattractive, and we may not be able to develop new products that meet our customers’ changing needs. If we cannot respond in a timely fashion to the changing needs of our customers, we may lose customers, which could in turn materially and adversely affect us.

As we expand the range of our products and services, some of which may be at an early stage of development in the UK market, we will be exposed to known, new and potentially increasingly complex risks, including conduct risk, and development expenses. Our employees and risk management systems, as well as our experience and that of our partners, may not be sufficient to enable us to properly manage such risks. In addition, the cost of developing products that are not launched is likely to affect our operating results.

While we have successfully increased our customer service levels in recent years, should these levels ever be perceived by the market to be materially below those of our competitor financial institutions, we could lose existing and potential business. If we are not successful in retaining and strengthening customer relationships, we may lose market share, incur losses on some or all of our activities or fail to attract new deposits or retain existing deposits, which could have a material adverse effect on our operating results, financial condition and prospects.

Any or all of the above factors, individually or collectively, could have a material adverse effect on us.

If the level of non-performing loans increases or the credit quality of our loans deteriorates in the future, or if our loan loss reserves are insufficient to cover loan losses, this could have a material adverse effect on us

Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of our businesses. Non-performing or low credit quality loans have in the past, and can continue to, negatively impact our operating results, financial condition and prospects. In particular, the amount of our reported non-performing loans may increase in the future as a result of growth in our total loan portfolio, including as a result of loan portfolios that we may acquire in the future (the credit quality of which may turn out to be worse than we had anticipated), or factors beyond our control, such as adverse changes in the credit quality of our borrowers and counterparties, a general deterioration in the UK or global economic conditions, the impact of political events, events affecting certain industries or events affecting financial markets and global economies. We cannot be sure that we will be able to effectively control the level of impaired loans in, or the credit quality of, our total loan portfolio, which could have a material adverse effect on us.

Interest rates payable on a significant portion of our outstanding mortgage loan products fluctuate over time due to, among other factors, changes in the BoE Base Rate. As a result borrowers with variable interest rate mortgage loans are exposed to increased monthly payments when the related mortgage interest rate adjusts upward. Similarly, borrowers of mortgage loans with fixed or introductory rates adjusting to variable rates after an initial period are exposed to the risk of increased monthly payments at the end of this period. Over the last few years both variable and fixed interest rates have been at relatively low levels, which has benefited borrowers of new loans and those repaying existing variable rate loans regardless of special or introductory rates. Future increases in borrowers’ required monthly payments may result in higher delinquency rates and losses related to non-performing loans in the future. Borrowers seeking to avoid these increased monthly payments by refinancing their mortgage loans may no longer be able to find available replacement loans at comparably low interest rates. These events, alone or in combination, may contribute to a larger non-performing loan portfolio, which could have a material adverse effect on us.

Our current loan loss reserves may not be adequate to cover an increase in the amount of non-performing loans or any future deterioration in the overall credit quality of our total loan portfolio. Our loan loss reserves are based on our current assessment of various factors affecting the quality of our loan portfolio, including our borrowers’ financial condition, repayment abilities, the realisable value of any collateral, the prospects for support from any guarantor, government macroeconomic policies, interest rates and the legal and regulatory environment. As the global financial crisis demonstrated, many of these factors are beyond our control. As a result, there is no precise method for predicting loan and credit losses, and we cannot provide any assurance that our current or future loan loss reserves will be sufficient to cover actual losses.

If our assessment of and expectations concerning the above mentioned factors differ from actual developments we may need to increase our loan loss reserves, which may adversely affect us. Additionally, in calculating our loan loss reserves, we employ qualitative tools and statistical models which may not be reliable in all circumstances and which are dependent upon data that may not be complete. If we are unable to control or reduce the level of our non-performing or poor credit quality loans, this could have a material adverse effect on us.

Our loan portfolio is subject to risk of prepayment, which could have a material adverse effect on us

Our loan portfolio is subject to prepayment risk resulting from the ability of a borrower or issuer to pay a debt obligation prior to maturity. Generally, in a low interest rate environment, prepayment activity increases, which reduces the weighted average lives of our earning assets and could have a material adverse effect on us. As a result we would be required to amortise net premiums into income over a shorter period of time, thereby reducing the corresponding asset yield and net interest income and there is a risk that we are not able to accurately forecast amortisation schedules for these purposes which may affect our profitability. Prepayment risk also has a significant adverse impact on credit card and collateralised mortgage loans, since prepayments could shorten the weighted average life of these assets, which may result in a mismatch in our funding obligations and reinvestment at lower yields. The risk of prepayment and our ability to accurately forecast amortisation schedules is inherent to our commercial activity and an increase in prepayments or a failure to accurately forecast amortisation schedules could have a material adverse effect on us.

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Other information for US investors

The value of the collateral, including real estate, securing our loans may not be sufficient, and we may be unable to realise the full value of the collateral securing our loan portfolio

The value of the collateral securing our loan portfolio may significantly fluctuate or decline due to factors beyond our control, including macroeconomic factors affecting the UK’s economy. Our residential mortgage loan portfolio is one of our principal assets, comprising 77% of our loan portfolio at 31 December 2016. As a result, we are highly exposed to developments in the residential property market in the UK.

House purchase activity has slowed since the UK EU Referendum, most noticeably in central London, although house purchase activity generally continues to be supported by certain economic fundamentals including low mortgage rates, healthy consumer confidence levels, falling unemployment and positive real earnings growth. Nevertheless, any increase in house prices may be limited should real earnings growth weaken. The depth of the previous house price declines as well as the continuing uncertainty as to the extent and sustainability of the UK economic recovery will mean that losses could be incurred on loans should they go into possession.

The value of the collateral securing our loan portfolio may also be adversely affected by force majeure events such as natural disasters like floods or landslides. Any force majeure event may cause widespread damage and could have an adverse impact on the economy of the affected region and may therefore impair the asset quality of our loan portfolio in that area.

We may also not have sufficiently up-to-date information on the value of collateral, which may result in an inaccurate assessment for impairment losses of our loans secured by such collateral. If any of the above were to occur, we may need to make additional provisions to cover actual impairment losses of our loans, which may materially and adversely affect our operating results, financial condition and prospects.

If we are unable to manage the growth of our operations, this could have an adverse impact on our profitability

We allocate management and planning resources to develop strategic plans for organic growth, and to identify possible acquisitions and disposals and areas for restructuring our businesses when necessary. From time to time, we evaluate acquisition and partnership opportunities that we believe could offer additional value to our shareholders and are consistent with our business strategy. However, we may not be able to identify suitable acquisition or partnership candidates, and we may not be able to acquire promising targets or form partnerships on favourable terms, or at all. Furthermore, preparations for acquisitions that we do not complete can be disruptive. We base our assessment of potential acquisitions and partnerships on limited and potentially inexact information and on assumptions with respect to value, operations, profitability and other matters that may prove to be incorrect. Our ability to benefit from any such acquisitions and partnerships will depend in part on our successful integration of those businesses. Such integration entails significant risks such as challenges in retaining the customers and employees of the acquired businesses, unforeseen difficulties in integrating operations and systems and unexpected liabilities or contingencies relating to the acquired businesses, including legal claims. We can give no assurances that our expectations with regards to integration and synergies will materialise. We cannot provide assurance that we will, in all cases, be able to manage our growth effectively or deliver our strategic growth decisions including our ability to:

-Manage efficiently our operations and employees of expanding businesses
-Maintain or grow our existing customer base
-Fully due diligence and assess the value, strengths and weaknesses of investment or acquisition candidates
-Finance strategic opportunities, investments or acquisitions
-Fully integrate strategic investments, or newly-established entities or acquisitions, in line with our strategy
-Align our current information technology systems adequately with those of an enlarged group
-Apply our risk management policy effectively to an enlarged group
-Manage a growing number of entities without over-committing management or losing key personnel.

Any failure to manage growth effectively, including any or all of the above challenges associated with our growth plans, could have a material adverse effect on our operating results, financial condition and prospects. In addition, any acquisition or venture could result in the loss of key employees and inconsistencies in standards, controls, procedures and policies. Moreover, the success of the acquisition or venture will at least in part be subject to a number of political, economic and other factors that are beyond our control. Any or all of these factors, individually or collectively, could have a material adverse effect on us.

Goodwill impairments may be required in relation to acquired businesses

We have made business acquisitions in past years and may make further acquisitions in the future. It is possible that the goodwill which has been attributed, or may be attributed, to these businesses may have to be written-down if our 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, and 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. Goodwill impairment does not however affect our regulatory capital. Whilst no impairment of goodwill was recognised in 2015 or 2016, there can be no assurances that we will not have to write down the value attributed to goodwill in the future, which would adversely affect our results and net assets.

We 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 FSMA 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 a PRA-authorised or FCA-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 PRA or the FCA (i.e. participant firms), including members of the Santander UK group.

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Following the default of a number of authorised financial services firms since 2008, the FSCS borrowed funds totalling approximately £18bn from HM Treasury to meet the compensation costs for customers of those firms. The substantial majority of the principal should be repaid from funds the FSCS levies from asset sales, surplus cash flow or other recoveries in relation to assets of the firms that defaulted. However, the FSCS estimates that the assets of these failed institutions are insufficient, and, to the extent that there remains a shortfall, the FSCS is recovering this shortfall by levying firms authorised by the PRA or the FCA in instalments. For the year ended 31 December 2016, we charged £34m to the income statement in respect of the costs of the FSCS.

The FSCS also has the power to impose ‘management expenses in respect of relevant schemes levy’ (MERS levy) in relation to its potential role as agent of other compensation schemes. The FSCS may impose a MERS levy on participant firms to meet expenses it incurs in its role as agent.

In the event that the FSCS raises further funds from participant firms or increases the levies to be paid by such firms or the frequency at which the levies are to be paid, the associated cost to us may have a material adverse effect on our operating results, financial condition and prospects. Since 2008, measures taken to protect the depositors of deposit-taking institutions involving the FSCS, such as the borrowing from HM Treasury mentioned above, have resulted in a significant increase in the levies made by the FSCS on the industry and such levies may continue to go up if similar measures are required to protect depositors of other institutions. In addition, following amendments to the preferred credit status of depositors that came into force on 31 December 2014, the FSCS stands in the place of depositors of a failing institution and has preferred status over an institution’s other creditors.

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 us. For example, a recast EU Deposit Guarantee Scheme Directive (the DGSD) entered into force on 2 July 2014, introducing a tighter definition of deposits and includes a requirement that the Deposit Guarantee Scheme pay customers within a week and a requirement that banks must be able to provide information on the aggregated deposits of a depositor. These revisions may affect the methodology employed by the FSCS for determining levies on institutions. In addition, the DGSD also required EU Member States to ensure that, by 3 July 2014, the available financial means of deposit guarantee schemes reach a minimum target level of 0.8% of the covered deposits of their members and requires deposit guarantee schemes to be ex-ante funded. Between April and July 2015, the PRA published its final rules implementing the DGSD, most of which took effect on 3 July 2015. The final rules enable the FSCS to use the existing bank levy to meet the ex-ante funding requirements in the DGSD. Changes as a result of this may affect our profitability.

FSCS levies are collected by the FCA as part of a single payment by firms covering the FCA, the PRA, the FOS and the FSCS fees. It is possible that future policy of the FSCS and future levies on the firms authorised by the FCA or PRA may differ from those at present and that this could lead to a period of some uncertainty for members of the Santander UK group. In addition, it is possible that other jurisdictions where we operate could introduce or amend their similar compensation, contributory or reimbursement schemes. As a result of any such developments, we may incur additional costs and liabilities which may adversely affect our operating results, financial condition and prospects.

Changes in taxes and other assessments may adversely affect us

The tax and other assessment regimes to which our customers and we are subject are regularly reformed, or subject to proposed reforms. Such reforms include changes in the rate of assessments and, occasionally, enactment of temporary taxes, the proceeds of which may be earmarked for designated governmental purposes. The effects of these changes and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified and there can be no assurance that these reforms will not, once implemented, have an adverse effect upon our business. Furthermore, such changes may produce uncertainty in the financial system, increasing the cost of borrowing and contributing to the increase in our non-performing credit portfolio.

The following paragraphs discuss five major reforms (the Bank Levy, Restriction of Tax Deductions for Compensation Payments, Corporation Tax Surcharge, FATCA and possible future changes in the taxation of banking groups in the EU) which could have a material adverse effect on our operating results, financial condition and prospects, and the competitive position of UK banking groups, including us.

Bank Levy

HM Treasury introduced an annual UK bank levy (the Bank Levy) via legislation in the Finance Act 2011. The Bank Levy is imposed on (among other entities) UK banking groups and subsidiaries, and therefore applies to us. The amount of the Bank Levy is based on a bank’s total liabilities, excluding (among other things) Tier 1 capital, insured retail deposits and repos secured on sovereign debt. With effect from 1 April 2015, the Finance Act 2015 increased the rate (for short-term liabilities) to 0.21% (a reduced rate is applied to long-term equity and liabilities). Subsequently the Finance (No.2) Act 2015 (Finance No.2 Act), which was enacted on 18 November 2015, reduced the Bank Levy rate from 0.21% to 0.18% from 1 January 2016 with subsequent annual reductions to 0.1% from 1 January 2021.

Restriction of Tax Deductions for Compensation Payments

The Finance (No.2) Act implemented measures that have led to, for expenditure arising on or after 7 July 2015 by banking companies (including ANTS and the Company) (i) certain compensation payments (comprising redress and interest payable to customers) no longer being deductible for corporation tax purposes; and (ii) a deemed taxable receipt equivalent to 10% of those compensation payments.

Corporation Tax Surcharge

With effect from 1 January 2016, banks (as defined in the Corporation Tax Act 2010 and including ANTS and Santander UK plc) are subject to a surcharge at a rate of 8% on their taxable profits for corporation tax purposes (with certain reliefs added back and subject to annual allowance).

FATCA

Sections 1471 through 1474 of the US Internal Revenue Code of 1986 (FATCA) impose a reporting regime and potentially a 30% withholding tax with respect to certain payments to any non-US financial institution (a foreign financial institution or FFI (as defined by FATCA)) that (i) does not become a ‘Participating FFI’ by entering into an agreement with the US Internal Revenue Service (the IRS) to provide the IRS with certain information in respect of its account holders and investors; and (ii) is not otherwise exempt from or in deemed compliance with FATCA. The Company and Abbey National Treasury Services plc are classified as FFIs.

Santander UK plc    295


Annual Report 2016

Other information for US investors

Final regulations implementing FATCA were issued in 2013. The reporting and withholding regime will be phased in over time. Withholding began on 1 July 2014 for certain payments from sources within the US and it will begin on 1 January 2019 for payments of gross proceeds on assets that could generate US source dividend or interest and as early as 1 January 2019 for ‘foreign passthru payments’ (a term not yet defined).

The US and the UK have entered into an agreement for the implementation of FATCA (the US-UK IGA) under which the Company and Abbey National Treasury Services plc will be treated as Reporting Financial Institutions (as defined therein). We do not anticipate that these entities will be required to deduct any tax under FATCA from payments on the securities that we issue. Each relevant member of the Santander UK group subject to the US-UK IGA will, however, need to comply with certain due diligence and reporting requirements to HMRC or any other relevant tax authority. Holders of securities that the Santander UK group issues therefore may be required to provide information and tax documentation, as well as that of their direct or indirect owners, and this information may be reported to the Commissioners for HMRC or any other relevant tax authority, and ultimately to the IRS. There can be no assurance that any such member of the Santander UK group will be treated as a Reporting Financial Institution or that in the future we would not be required to deduct tax under FATCA from payments we make on certain financial products.

Further, additional rules similar to FATCA have been implemented in other jurisdictions and the UK has entered into information sharing agreements based on FATCA with its Crown Dependencies and Overseas Territories. The Crown Dependency and Gibraltar agreements are reciprocal and require UK Financial Institutions to identify customers who are tax residents of the Crown Dependencies and Gibraltar (and vice versa). The commencement date for these agreements was the same as for FATCA, i.e. 1 July 2014.

European Taxation

On 14 February 2013, the Commission published a proposal (the Commission Proposal) for a directive for a common system of financial transactions tax (FTT) in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the Participating Member States). Under the Commission’s proposal, the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Whilst the UK is not a Participating Member State, the Commission’s proposal is broad and as such may impact transactions completed by financial institutions operating in non-Participating Member States.

Joint statements issued in 2014 by the Participating Member States indicated an intention to implement the FTT by 1 January 2016. However, the Commission’s proposal remains subject to continued negotiation between the Participating Member States. It is reported that a final decision will be delayed to mid-2017 and we are monitoring developments and any likely impact on us.

Changes in our pension liabilities and obligations could have a materially adverse effect on us

We provide retirement benefits for many of our former and current employees in the UK through a number of defined benefit pension schemes established under trust. We are the principal employer under these schemes, but we have only limited control over the rate at which we pay 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, the 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, however, the scheme trustees’ may have the unilateral right to set our relevant contribution payment.

The 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 schemes 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 Santander UK group are service companies, if they become insufficiently resourced and no suitable mitigating action is undertaken, other companies within the Santander UK 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 or 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 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 that is connected with or an associate of such employer in circumstances where the Pensions Regulator considers it reasonable to issue and multiple notices could be issued to connected companies for the full amount of debt, resulting in a surplus. The risk of a contribution notice being imposed may inhibit our freedom to restructure or to undertake certain corporate activities.

Should the value of assets to liabilities in respect of the defined benefit schemes operated by us record a deficit, due to either a reduction in the value of the pension fund assets (depending on the performance of financial markets) and/or an increase in the pension fund liabilities due to changes in legislation, mortality assumptions, discount rate assumptions, inflation, the expected rate of return on scheme assets, or other factors, or there is a change in the actual or perceived strength of the employer’s covenant, this could result in us having to make increased contributions to reduce or satisfy the deficits which would divert resources from use in other areas of our business and reduce our capital resources. While we can control a number of the above factors, there are some over which we have no or limited control. Although the trustees of the defined benefit pension schemes are obliged to consult with us before changing the pension schemes’ investment strategy, the trustees have the final say and ultimate responsibility for investment strategy rests with them.

Our principal defined pension scheme is the Santander (UK) Group Pension Scheme and its corporate trustee is Santander (UK) Group Pension Scheme Trustee Limited (the Pension Scheme Trustee), a wholly-owned subsidiary of the Company. At 31 December 2016, the Pension Scheme Trustee had 13 directors, comprising six Santander UK appointed directors and seven member-elected directors. Investment decisions are delegated by the Pension Scheme Trustee to a common investment fund, managed by Santander (CF) Trustee Limited, a private limited company owned by the Santander (CF) Trustee directors, with up to four appointed by the Company and up to three by the Pension Scheme Trustee. The Pension Scheme Trustee directors’ principal duty, within the investment powers delegated to them, is to act in the best interest of the members of the Santander UK group Pension Scheme and not that of the Company. Any increase in our pension liabilities and obligations could have a material adverse effect on our operating results, financial condition and prospects.

296    Santander UK plc


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The ongoing changes in the UK supervision and regulatory regime and particularly the implementation of the ICB’s recommendations may require us to make changes to our structure and business which could have an impact on our pension schemes or liabilities. For a discussion of the ICB’s recommendations see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’.

We rely on recruiting, retaining and developing appropriate senior management and skilled personnel

Our continued success depends in part on the continued service of key members of our senior executive team and other key employees. The ability to continue to attract, train, motivate and retain highly qualified and talented professionals is a key element of our strategy. The successful implementation of our growth strategy and of a culture of Simple, Personal and Fair depends on the availability of skilled and appropriate management, both at our head office and in each of our business units. If we or one of our business units or other functions fails to staff its operations appropriately, or loses one or more of its key senior executives or other key employees and fails to replace them in a satisfactory and timely manner, our business, financial condition and results of operations, including control and operational risks, may be adversely affected.

In addition, the financial services industry has and may continue to experience more stringent regulation of employee compensation, which could have an adverse effect on our ability to hire or retain the most qualified employees, particularly hiring senior employees from outside the financial services industry. If we fail or are unable to attract and appropriately train, motivate and retain qualified professionals, our business may also be adversely affected.

Damage to our reputation could cause harm to our business prospects

Protecting and enhancing our reputation is critical. Without a positive reputation, we will struggle to attract and retain customers, investors and employees and conducting business transactions with counterparties. Damage to the reputation of the Santander UK group or Banco Santander SA (as the majority shareholder in the Company), the reputation of affiliates operating under the ‘Santander’ brand or any of our other brands could therefore cause significant harm to our business and prospects. Harm to our reputation can arise directly or indirectly from numerous sources, including, among others, employee misconduct (including the possibility of employee fraud), litigation, failure to deliver minimum standards of service and quality, compliance failures, breach of legal or regulatory requirements, unethical behaviour (including adopting inappropriate sales and trading practices), and the activities of customers and counterparties. Further, negative publicity regarding us may result in harm to our operating results, financial condition and prospects.

Actions by the financial services industry generally or by certain members of, or individuals in, the industry can also affect our reputation. For example, the role played by financial services firms in the financial crisis has caused public perception of us and others in the financial services industry to decline.

We could suffer significant reputational harm if we fail to identify and manage potential conflicts of interest properly. The failure, or perceived failure, to adequately address conflicts of interest could affect the willingness of customers to deal with us, or give rise to litigation or enforcement actions against us. Therefore, there can be no assurance that conflicts of interest will not arise in the future that could cause material harm to us.

Our financial statements are based in part on assumptions and estimates which, if inaccurate, could cause material misstatement of the results of our operations and financial condition

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, provisions, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may differ from those estimates. Estimates, judgements and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The accounting policies deemed critical to our results and financial condition, based upon materiality and significant judgements and estimates, include impairment of loans and advances, valuation of financial instruments, provision for conduct remediation and pensions.

The valuation of financial instruments measured at fair value can be subjective, in particular where models are used which include unobservable inputs. Given the uncertainty and subjectivity associated with valuing such instruments it is possible that the results of our operations and financial condition could be materially misstated if the estimates and assumptions used prove to be inaccurate.

If the judgement, estimates and assumptions we use in preparing our consolidated financial statements are subsequently found to be incorrect, there could be a material effect on our results of operations and a corresponding effect on our funding requirements and capital ratios.

Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud

Disclosure controls and procedures over financial reporting are designed to provide reasonable assurance that information required to be disclosed by us within our financial statements or under other accounting, regulatory, supervisory or listing authority requirements, including in reports filed or submitted under the US Securities Exchange Act of 1934, as amended (the Exchange Act), is accumulated and communicated to management, and recorded, processed, summarised and reported within the time periods specified in the US Securities and Exchange Commission’s rules and forms and other applicable accounting, regulatory, supervisory or listing authority requirements. We adopted the Committee of Sponsoring Organisations of the Treadway Commission internal control – integrated framework with effect from 15 December 2014, replacing the previous framework. The revised framework is designed to recognise the many changes in business and operating environments since the issuance of the original framework and is intended to broaden and enhance the application of controls over financial reporting.

However, there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Santander UK plc    297


Annual Report 2016

Other information for US investors

Consequently, our business is exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions, civil claims and serious reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter employee misconduct and the precautions we take to prevent and detect this activity may not always be effective. As a result of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

Changes in accounting standards could impact reported earnings

The accounting standard setters and other regulatory bodies periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. These changes can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. For further information about developments in financial accounting and reporting standards, see Note 1 to the Consolidated Financial Statements.

We rely on third parties and affiliates for important infrastructure support, products and services

Third party providers and certain affiliates provide key components of our business infrastructure such as loan and deposit servicing systems, back office and business process support, information technology production and support, internet connections and network access. Relying on these third party providers and affiliates is a source of operational and regulatory risk to us, including with respect to security breaches affecting such parties. We are also subject to risk with respect to security breaches affecting our third party providers and affiliates, and other parties that interact with these parties. As our interconnectivity with these third parties and affiliates increases, we increasingly face the risk of operational failure with respect to their systems. We may be required to take steps to protect the integrity of our operational systems, thereby increasing our operational costs and potentially decreasing customer satisfaction. In addition, any problems caused by these third parties or affiliates, including as a result of them not providing us their services for any reason, or performing their services poorly, could adversely affect our ability to deliver products and services to customers and otherwise conduct our business, which could lead to reputational damage and regulatory investigations and intervention. Replacing these third party vendors or affiliates could also entail significant delays and expense. Further, the operational and regulatory risk we face as a result of these arrangements may be increased to the extent that we restructure such arrangements. Any restructuring could involve significant expense to us and entail significant delivery and execution risk which could have a material adverse effect on our business, operations and financial condition.

We are part of a group and we may engage in transactions with our subsidiaries or affiliates

We and our subsidiaries and affiliates have entered into a number of services agreements pursuant to which we render services, such as administrative, accounting, finance, treasury, legal and other services. Also, we rely upon certain outsourced services (including information technology support, maintenance and consultancy services) provided by certain other members of the Banco Santander group (for more information, see the risk factor entitled ‘We rely on third parties and affiliates for important infrastructure support, products and services’). The foregoing arrangements may be considered by some not to be on an arm’s-length basis. English law applicable to public companies and financial groups and institutions, as well as our articles of association, provide for several procedures designed to ensure that the transactions entered into, with or among our financial subsidiaries, do not deviate from prevailing market conditions for those types of transactions, including the requirement that our board of directors approve such transactions. We are likely to continue to engage in transactions with our subsidiaries or affiliates (including our controlling shareholder). Future conflicts of interests between us and any of our subsidiaries or affiliates, or among our subsidiaries and affiliates, may arise, which conflicts are not required to be and may not be resolved in our favour.

Further, as a subsidiary of Banco Santander SA, we may need to rely on our parent for support in our business, operations or capital position. If Banco Santander SA is not able to provide support at the required time, this could have a material adverse effect on our financial condition and prospects. In addition, we are subject to the oversight of Banco Santander SA and the strategy of the Banco Santander group as a whole and any material change in the strategy of the Banco Santander group may have a material adverse effect on our business and prospects.

Different disclosure and accounting principles between the UK and the US may provide different or less information about us than you expected

There may be less publicly available information about us than is regularly published about companies in the US. Issuers of securities in the UK are required to make public disclosures that are different from, and that may be reported under presentations that are not consistent with, disclosures required in countries with a relatively more developed capital market, including the US. While we are subject to the periodic reporting requirements of the Exchange Act, we are not subject to the same disclosure requirements in the US as a domestic US registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports, or the proxy rules applicable to domestic US registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules under Section 16 of the Exchange Act. Accordingly, the information about us available will not be the same as the information available to holders of securities of a US company and may be reported in a manner that is not familiar.

Risks concerning enforcement of judgments made in the US

The Company is a public limited company registered in England and Wales. All of the Company’s directors live outside the US. As a result, it may not be possible to serve process on such persons in the US or to enforce judgments obtained in US courts against them or us based on the civil liability provisions of the US federal securities laws or other laws of the US or any state thereof.

298    Santander UK plc


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Risk elements in the loan portfolio

The disclosure of credit risk elements in this section reflects US accounting practice and classifications. The purpose of the disclosure is to present within the US disclosure framework the elements of our loan portfolios with a greater risk of loss. The main classifications of credit risk elements presented are:

-Impaired loans
-Unimpaired loans contractually past due 90 days or more as to interest or principal
-Forbearance
-Troubled debt restructurings
-Potential problem loans and advances
-Cross border outstandings.

Impaired loans

Loans are classified as impaired when there is objective evidence that not all contractual cash flows will be received. Under IFRS, separate disclosure is required of loans that are neither past due nor impaired, past due but not impaired, and impaired. This disclosure may be found in the ‘Credit risk – Santander UK group level – credit risk review’ section of the Risk review.

In accordance with IFRS, Santander UK 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. Interest income recognised on impaired loans is set out in the Consolidated Financial Statements. The income adjustment in respect of interest that is not anticipated to be recovered was £11m (2015: £15m, 2014: £23m).

Unimpaired loans contractually past due 90 days or more as to interest or principal

We classify loans as NPLs where customers don’t make a payment for three months or more, or if we have data to make us doubt they can keep up with their payments. We describe this in more detail in the ‘Credit risk – Santander UK group level – credit risk management’ section of the Risk review. Details of our non-performing loans and advances are set out below and in the ‘Credit risk – Santander UK group level – credit risk review’ section of the Risk review.

    

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Loans and advances to customers(1) of which:

               200,156                198,634                190,651                187,048                194,733 

NPLs

   2,994    3,056    3,424    3,823    4,210 

Total impairment loan loss allowances

   989    1,157    1,439    1,555    1,803 
    %    %    %    %    % 

NPL ratio(2)

   1.50    1.54    1.80    2.04    2.16 

Coverage ratio(3)

   33    38    42    41    43 
(1)Includes Social Housing loans and finance leases, and excludes trading assets.
(2)NPLs as a percentage of loans and advances to customers.
(3)Impairment loss allowances as a percentage of NPLs.

Forbearance

To support customers that encounter difficulties, we operate forbearance programmes to amend contractual amounts or timings where a customer’s financial distress indicates the potential that satisfactory repayment may not be made within the original terms and conditions of the contract. We employ a range of forbearance strategies in order to improve the management of customer relationships, maximise collection opportunities within customers’ affordability and, if possible, avoid foreclosure or repossession. For more on this, see the ‘Credit risk management—Retail Banking’ and ‘Credit risk management – Other segments’ sections of the Risk review.

Troubled debt restructurings

The US Securities and Exchange Commission requires separate disclosure of any loans whose terms have been modified by the lender because of the borrower’s financial difficulties, as a concession that the lender would not otherwise consider. These are classified as troubled debt restructurings. For disclosure of loans that would otherwise have been classified as past due or impaired whose terms have been renegotiated and disclosure on forbearance, see the ‘Credit risk’ section of the Risk review.

Potential problem loans and advances

Credit risk elements also cover potential problem loans. These are loans where information on possible credit problems among borrowers causes management to seriously doubt their ability to comply with the loan repayment terms. There are no potential problem loans other than those discussed above, and as discussed in the ‘Credit risk’ section of the Risk review.

Santander UK plc    299


Annual Report 2016

Other information for US investors

Cross border outstandings

Cross border outstandings, as defined by bank regulatory rules, are amounts payable to us by residents of foreign countries, regardless of the currency in which the claim is denominated, and local country claims in excess of local country obligations. Cross border outstandings consist mainly of loans and advances to customers and banks, finance lease debtors, interest-bearing investments and other monetary assets.

In addition to credit risk, cross border outstandings have the risk that, as a result of political or economic conditions in a country, borrowers may be unable to meet their contractual payment obligations of principal and or interest when due because of the unavailability of, or restrictions on, foreign exchange needed by borrowers to repay their obligations. These cross border outstandings are controlled through a well-developed system of country limits, which are reviewed to avoid concentrations of transfer, economic or political risks.

For further analysis of our country risk exposures, including eurozone and peripheral eurozone exposures and redenomination risk, see the ‘Country risk exposure’ section of the Risk review.

(i) Cross border outstandings exceeding 1% of total assets

At 31 December 2016, 2015 and 2014 cross border outstandings exceeding 1% of total assets were as follows:

2016  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

US

   5.0    13.1    0.1    18.2 

Japan

   2.8    3.3    1.4    7.5 
2015                    

US

   2.7    12.2    0.1    15.0 

Japan

   2.7    1.1    1.7    5.5 

France

   0.4    2.2    1.6    4.2 
2014                    

US

   4.9    11.1    0.2    16.2 

Japan

   3.8    0.2    1.1    5.1 

(ii) Cross border outstandings between 0.75% and 1% of total assets

At 31 December 2016, 2015 and 2014, cross border outstandings between 0.75% and 1% of total assets were as follows:

2016  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

Spain

   -    2.5    0.2    2.7 

Luxembourg

   -    2.3    0.3    2.6 

Germany

   -    2.5    -    2.5 

France

   0.4    2.0    0.1    2.5 
2015                    

Germany

   0.1    2.2    0.5    2.8 
2014                    

France

   0.4    2.2    0.1    2.7 

Spain

   -    2.5    0.1    2.6 

Germany

   0.2    1.9    0.3    2.4 

(iii) Cross border outstandings between 0.5% and 0.75% of total assets

At 31 December 2016, 2015 and 2014, cross border outstandings between 0.5% and 0.75% of total assets were as follows:

2016

None.

2015  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

Spain

   -    1.7    0.2    1.9 
2014                    

Switzerland

   0.7    0.5    0.3    1.5 

300    Santander UK plc


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The geographical analysis below is based on the location of the office from which the loans and advances to customers are made, rather than the domicile of the borrower. For geographical analysis by the domicile of the borrower rather than the office of lending, see the ‘Country risk exposure’ section in the Risk review.

Impairment loss allowances on loans and advances to customers

An analysis of impairment loss allowances on loans and advances to customers is presented below.

    

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Observed impairment loss allowances:

          

Advances secured on residential properties - UK

   130    159    248    303    299 

Corporate loans - UK

   287    282    412    482    734 

Finance leases - UK

   13    12    7    8    6 

Unsecured personal advances - UK

   73    78    85    80    146 

Total observed impairment loss allowances

   503    531    752    873    1,185 

Incurred but not yet observed impairment loss allowances:

          

Advances secured on residential properties - UK

   149    265    331    290    253 

Corporate loans - UK

   95    113    146    151    162 

Finance leases - UK

   100    57    47    36    34 

Unsecured personal advances - UK

   142    191    163    205    168 

Total incurred but not yet observed impairment loss allowances

   486    626    687    682    617 

Total impairment loss allowances

   989    1,157    1,439    1,555    1,802 

Movements in impairment loss allowances on loans and advances to customers

An analysis of movements in impairment loss allowances on loans and advances to customers is presented below.

    

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Impairment loss allowances at 1 January

   1,157    1,439    1,555    1,802    1,429 

Amounts written off:

          

Advances secured on residential properties - UK

   (29)    (32)    (56)    (89)    (75) 

Corporate loans - UK

   (72)    (157)    (150)    (382)    (215) 

Finance leases - UK

   (3)    (5)    (7)    (10)    (13) 

Unsecured personal advances - UK

   (196)    (244)    (272)    (342)    (377) 

Total amounts written off

   (300)    (438)    (485)    (823)    (680) 

Observed impairment losses charged against profit:

          

Advances secured on residential properties - UK

   -    (57)    1    93    55 

Corporate loans - UK

   77    24    80    130    542 

Finance leases - UK

   12    12    6    12    12 

Unsecured personal advances - UK

   174    248    277    316    338 

Total observed impairment losses charged against profit

   263    227    364    551    947 

Incurred but not yet observed impairment losses charged against/(released into) profit

   (131)    (71)    5    25    106 

Total impairment losses charged against profit

   132    156    369    576    1,053 

Impairment loss allowances at 31 December

   989    1,157    1,439    1,555    1,802 
    %   %   %   %   % 

Ratio of amounts written off to average loans during the year

   0.15    0.22    0.26    0.43    0.34 

Recoveries, net of collection costs

An analysis of recoveries, net of collection costs is presented below.

    

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Advances secured on residential properties - UK

   4    2    3    4    4 

Corporate loans - UK

   3    3    4    8    6 

Finance leases - UK

   2    2    2    2    2 

Unsecured personal advances - UK

   56    83    102    87    53 

Total amount recovered

   65    90    111    101    65 

Santander UK plc    301


Annual Report 2016

Other information for US investors

Taxation for US investors

The following is a summary, under current law, of the main UK tax considerations relating to the beneficial ownership by a US taxpayer of the shares of the Company. This summary is provided for general guidance and does not address investors that are subject to special rules or that do not hold the shares 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 shares.

UK 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.

UK 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).

UK 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.

302    Santander UK plc


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Articles of Association

The following is a summary of the Articles of Association (the Articles) of the Company.

Santander UK plc is a public limited company incorporated and registered in England and Wales under the Companies Act 2006, with registered number 2294747. The Articles do not specifically state or limit the objects of the Company which 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 his or her 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. 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.

On a distribution of assets on winding up of the Company or return of capital (other than on a redemption or purchase by the Company of any of its share capital), members holding preference shares shall in respect thereof be entitled to receive, out of the surplus assets remaining after payment of the Company’s liabilities, an amount equal to the amount paid up or credited as paid up on the preference shares together with such premium (if any) as may be determined by the Board prior to allotment thereof (and so that the Board may determine that such premium is payable only in specified circumstances).

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. Where the shares are partly paid, the Board may make further calls upon the holders in respect of any sum whether in respect of nominal value or premium that is 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 shares of any class. 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% 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 laws and regulations in their home jurisdiction.

Santander UK plc    303


Annual Report 2016

Other information for US investors

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the Exchange Act), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

The following activities are disclosed in response to Section 13(r) with respect to the Company and its affiliates within the Banco Santander group. During the period covered by this report:

(a)Santander UK holds two savings accounts and one current account for two customers resident in the UK who are currently designated by the US under the Specially Designated Global Terrorist (SDGT) sanctions program. Revenues and profits generated by Santander UK on these accounts in the year ended December 31, 2016 were negligible.

(b)Santander UK held a savings account for a customer resident in the UK who is currently designated by the US under the SDGT sanctions program. The savings account was closed on July 26, 2016. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible.

(c)Santander UK held a current account for a customer resident in the UK who is currently designated by the US under the SDGT sanctions program. The current account was closed on December 22, 2016. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible.

(d)Santander UK holds two frozen current accounts for two UK nationals who are designated by the US under the SDGT sanctions program. The accounts held by each customer have been frozen since their designation and have remained frozen through the year ended December 31, 2016. The accounts are in arrears (£1,844.73 in debit combined) and are currently being managed by Santander UK Collections & Recoveries department. Revenues and profits generated by Santander UK on these accounts in the year ended December 31, 2016 were negligible.

(e)During the year ended December 31, 2016, Santander UK had an OFAC match on a power of attorney account. The power of attorney listed on the account is currently designated by the US under the SDGT & Iranian Financial Sanctions Regulations (IFSR) sanctions program. The power of attorney was removed from the account on July 29, 2016. During the year ended December 31, 2016, revenues and profits generated by Santander UK were negligible.

(f)An Iranian national, resident in the UK, who is currently designated by the US under the IFSR and the Non-Proliferation of Weapons of Mass Destruction (NPWMD) designation, held a mortgage with Santander UK that was issued prior to such designation. The mortgage account was redeemed and closed on April 13, 2016. No further drawdown has been made (or would be allowed) under this mortgage although we continued to receive repayment instalments prior to redemption. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible. The same Iranian national also held two investment accounts with Santander ISA Managers Limited. The funds within both accounts were invested in the same portfolio fund. The accounts remained frozen until the investments were closed on May 12, 2016 and cheques issued to the customer on May 13, 2016. Revenue generated by Santander UK on these accounts in the year ended December 31, 2016 was negligible relative to the overall revenues of Banco Santander SA.

(g)In addition, during the year ended December 31, 2016, Santander UK held a basic current account for an Iranian national, resident in the UK, previously designated under the OFAC Iran designation. The account was closed in September 2016. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible.

In addition, the Banco Santander group has an outstanding legacy export credit facility with Bank Mellat. In 2005, Banco Santander SA participated in a syndicated credit facility for Bank Mellat of15.5m, which matured on July 6, 2015. As of December 31, 2016, the Banco Santander group was owed0.1m not paid at maturity under this credit facility, corresponding to the 5% that was not covered by official export credit agencies.

Banco Santander SA has not been receiving payments from Bank Mellat under this or other credit facilities in recent years. Banco Santander SA has been and expects to continue to be repaid any amounts due by official export credit agencies. No funds have been extended by Banco Santander SA under this facility since it was granted.

In addition, the Banco Santander group also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (stand-by letters of credit to guarantee the obligations – either under tender documents or under contracting agreements – of contractors who participated in public bids in Iran) that were in place prior to April 27, 2007.

In the aggregate, all of the transactions described above resulted in gross revenues and net profits in the year ended December 31, 2016 that were negligible relative to the overall revenues and profits of Banco Santander SA. The Banco Santander group has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. The Banco Santander group is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in the case of the export credits). As such, the Banco Santander group intends to continue to provide the guarantees and hold these assets in accordance with company policy and applicable laws.

304    Santander UK plc


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New York Stock Exchange (NYSE) Corporate Governance – differences in UK and NYSE corporate governance practice

The Company issues notes in the US from time to time pursuant to a shelf registration statement filed with the SEC. As these notes are listed on the NYSE, the Company is required to comply with NYSE corporate governance standards. Under the NYSE corporate governance standards, the Company must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under the NYSE corporate governance standards. We believe the following to be the significant differences between our current corporate governance practices and those applicable to US companies under the NYSE corporate governance standards.

Under the NYSE corporate governance standards, independent directors must comprise a majority of the Board. As at 31 December 2016, our Board was comprised of a Chair (who is also a Non-Executive Director), one Executive Director (the CEO) and eleven other Non-Executive Directors. The Chair, Shriti Vadera, and six of the other Non-Executive Directors, Alain Dromer, Annemarie Durbin, Ed Giera, Chris Jones, Genevieve Shore and Scott Wheway, were independent as defined in the NYSE corporate governance standards. The other five Non-Executive Directors were not independent according to NYSE corporate governance standards as they are representatives of the ultimate parent company, Banco Santander SA.

The NYSE corporate governance standards require that listed US companies have a nominating or corporate governance committee composed entirely of independent directors and with a written charter addressing certain corporate governance matters. Applicable UK rules do not require companies without equity shares listed on the London Stock Exchange, such as the Company, to have a nominating committee. However, the Company has a Board Nomination Committee, which leads the process for Board appointments. This Committee has written Terms of Reference setting out its role to identify and nominate candidates for Board and Board Committee appointments. As at 31 December 2016, the following Directors made up the Board Nomination Committee: Shriti Vadera (Chair), Ana Botín, Bruce Carnegie-Brown, Chris Jones, Ed Giera and Scott Wheway. Of these Directors, Shriti Vadera, Chris Jones, Ed Giera and Scott Wheway were independent according to NYSE corporate governance standards as at 31 December 2016.

In addition, the Board is responsible for monitoring the effectiveness of the Company’s governance practices and making changes as needed to ensure the alignment of the Company’s governance system with current best practices. The Board monitors and manages potential conflicts of interest of management, Board members, shareholders, external advisors and other service providers, including misuse of corporate assets and abuse in related party transactions.

The NYSE corporate governance standards require that listed US companies have a compensation committee composed entirely of independent directors and with a written charter addressing certain corporate governance matters. The Board Remuneration Committee was not composed entirely of independent directors in 2016 according to NYSE corporate governance standards. Under its written Terms of Reference, this Committee is primarily responsible for overseeing and supervising Santander UK’s policies and frameworks covering remuneration and reward. As at 31 December 2016, the Board Remuneration Committee was made up of six independent Non-Executive Directors according to NYSE corporate governance standards (Scott Wheway (Chair), Alain Dromer, Annemarie Durbin, Ed Giera, Chris Jones, and Genevieve Shore) and one Non-Executive Director who was not independent according to such standards (Bruce Carnegie-Brown).

The NYSE corporate governance standards require that listed US companies have an audit committee that satisfies the requirements of Rule 10A-3 under the US Securities Exchange Act of 1934, as amended (Rule 10A-3), with a written charter addressing certain corporate governance matters, and whose members are all independent as defined in Rule 10A-3. As a wholly-owned subsidiary of a parent that satisfies the requirements of Rule 10A-3(c)(2), the Company is exempt from the requirements of Rule 10A-3. However, the Company does have a Board Audit Committee. As at 31 December 2016, the Board Audit Committee was made up of seven Non-Executive Directors: Chris Jones (Chair), Alain Dromer, Annemarie Durbin, Ed Giera, Genevieve Shore, Manuel Soto and Scott Wheway. All seven members were independent in 2016 as defined in Rule 10A-3.

The scope of the Board Audit Committee’s Terms of Reference as well as the duties and responsibilities of such committee are more limited than that required of audit committees under the NYSE corporate governance standards. For example, the Board Audit Committee does not provide an audit committee report as required by the NYSE corporate governance standards to be included in the Company’s annual proxy statement.

The NYSE corporate governance standards require that listed US companies adopt and disclose corporate governance guidelines, including with respect to the qualification, training and evaluation of their Directors. The NYSE corporate governance standards also require that the Board conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The Board has undertaken regular reviews of Board effectiveness primarily through an internal process led by the Chair. In 2013, the first external Board effectiveness review was conducted by Bvalco Limited, an external evaluator. The Board undertook an external review of Board effectiveness in 2016 and agreed on a plan for continuous improvement.

A CEO of a US company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate government standards. In accordance with NYSE corporate governance standards applicable to foreign private issuers, our CEO is not required to provide the NYSE with such an annual compliance certification.

In addition, as a wholly-owned subsidiary of an NYSE-listed company, the Company is exempt from two NYSE listing standards otherwise applicable to foreign companies listed on the NYSE as well as US companies listed on the NYSE. The first requires the CEO of any NYSE-listed foreign company to notify promptly the NYSE in writing after any executive of the issuer becomes aware of any material non-compliance with any applicable NYSE corporate governance standards. The second requires NYSE-listed foreign companies to submit executed written affirmations annually to the NYSE.

Santander UK plc    305


Annual Report 2016

Other information for US investors

 

Glossary of financial services industry terms

 

Term Definition
1I2I3 World 

The 1I2I3 World is the marketing name for a suite of products offering customers a range of benefits such as cashback and tiered interest, preferential rates on mortgages and house insurance and special deals. The products include the 1I2I3 Current Account, the 1I2I3 Credit Card, and additional current accounts tailored to specific stages in a person’s life, such as the 1I2I3 Mini (for children)children, in Trust), Student, Graduate, and Postgraduate accounts. The aim of 1I2I3 World products is to attract and retain customers (i.e. improving customers’ loyalty and longevity), and to increase the number and type of transactions customers undertake with us, by offering benefits for doing so.

1I2I3 World customer 

A customer who holds one of our 1I2I3 current accounts, 1I2I3 Credit Card (including additional card holders) or morethe 1I2I3 products.Mini Account (in Trust). Trustees are not classed as 1I2I3 World customers. Also excludes automatic upgrade of accounts as part ofAll customers must meet the eligibility for each product simplification.

and 1I2I3 World offer.

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.

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 or student loans.

UK Bank Levy 

The government levy that applies to certain UK banks, UK building societies and the UK operations of foreign banks from 1 January 2011. The levy is payable based on a percentage of the chargeable equity and liabilities of the bank at the balance sheet date.

Banking net interest

margin (NIM)

Net interest income divided by average customer loans.
Basel III 

In December 2010, the Basel Committee on Banking Supervision issued the Basel III rules text, which presents the details of strengthened global regulatory standards on bank capital adequacy and liquidity. The standards were implemented in the EU in January 2014.

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.

Business Banking Enterprises

Division serving enterprises with a turnover of up to £250,000 per annum.

Collateralised Loan

Obligation (CLO)

Colleague engagement
 A security backed

Colleague engagement is measured on annual basis in the Group Engagement Survey (GES), conducted by Korn Ferry for Banco Santander. Results are benchmarked against other firms in the repayments from a pool of commercial loans. The payments may be made to different classes of owners (in tranches).

UK financial sector and other high performing firms.

Collectively assessed

loan impairment

provisions

 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. See ‘Impairment of financial assets’ in Note 1 to the Consolidated Financial Statements.
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 Santander UK 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 be issued in a range of denominations and can be discounted or interest-bearing.

Commercial Real Estate

(CRE)

 IncludesLending to UK customers, primarily on tenanted property assets, with a focus on the office, buildings,retail, industrial property, medical centres, hotels, malls, retail stores, shopping centres, farm land, multifamily housing buildings, warehouses, garages and industrial properties.
residential sectors.

Common Equity Tier 1

(CET 1)(CET1) capital

 Called-upThe called-up share capital and eligible reserves less deductions calculated in accordance with the CRD IV implementation rules as per the PRA Policy Statement PS7/13. CET1 capital ratio is CET1 capital as a percentage of risk-weighted assets.
CET 1

CET1 capital ratio

 CET 1CET1 capital as a percentage of risk weighted assets.

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.

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 PRA.

Core Tier 1 capital ratio 

Core Tier 1 capital as a percentage of risk weighted assets.

Corporate customer

satisfaction

 The

Measured by the Charterhouse UK Business Banking Survey, is an ongoing telephone based survey designed to monitor usage and attitude of UK businesses towards banks. 17,000 structured telephone interviews are conducted each year among businesses of all sizes from new start-ups to large corporates with annual sales of £1bn. The data is based upon 5,423 interviews made in the year ended 30 September 2015 with businesses turning over £250k to £50m per annum and are weighted by region and turnover to be representative of businesses in Great Britain. Satisfaction is based on a five point scale (% Excellent / Very good). The competitor set included in this analysis is Barclays, RBS, HSBC, Lloyds, TSB and NatWest.

Corporates Include

The sum of SMEs with an annual turnover of between £250,000 and £50m, mid corporate customers between £50m and £500m and large corporate customers above £500m.

Cost-to-income ratio Operating

Total operating expenses as a percentage of total income.

Coverage ratio 

Impairment loss allowances as a percentage of total non-performing loans and advances. See non-performing loans and advances tables in the Risk review for industry specific definitions of individual products.

Covered bonds 

Debt securities backed by a portfolio of mortgages that is segregated from the issuer’s other assets solely for the benefit of the holders of the covered bonds. The Santander UK group issues covered bonds as part of its funding activities.

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.

Credit derivativeA 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.

 

Annual Report 2015

Shareholder information

TermDefinition
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.

Credit Valuation

Adjustment (CVA)

 Adjustments to the fair values of derivative assets to reflect the creditworthiness of the counterparty.

Capital Requirements

Directive IV (CRD IV)

 

An EU legislative package covering prudential rules for banks, building societies and investment firms.

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 will pay a fixed interest rate, while the other will pay 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.

Current Account Switch

Service (CASS)

guarantee

 

On 16 September 2013, Bacs (previously Payments Council) launched CASS. The service is free-to-use for consumers, small charities, small businesses and small trusts, and is designed to make switching current accounts from one bank or building society to another, simpler, reliable and hassle-free, thus removing customers’ perceived barriers to switching. The new service is backed by a customer guarantee and aims to increase competition in the high street, support the entry of new banks in the current account marketplace and give customers greater choice if they want to switch.

The published Bacs branded data referenced is for switches completing between 1 July 2014 and 30 June 2015 and shows Santander UK gained 306,700 switchers, with a net gain of 219,300. The branded data is published six months in arrears. Bacs data for the industry shows 2,313,450 full switches were completed between 16 September 2013 and 31 December 2015. Santander UK management information identifies 610,550 full switchers in the same period, representing approximately one-in-four full switches.

306    Santander UK plc


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TermDefinition

Customer loans /

customer deposits

Money lent to or deposited by all individuals and companies that are not credit institutions. Such funds are predominantly recorded as assets and liabilities in the Santander UK group’s balance sheet under Loans and advances to customers and Deposits by Customers, Trading Liabilities or Financial Liabilities designated at Fair Value.customers, respectively.

Customer funding gap

Customer loans less customer deposits.

Customer satisfaction 

See ‘Corporate customer satisfaction’ and ‘Retail customer satisfaction’.

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.

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.

Debt securities in issue 

Transferable certificates of indebtedness of the Santander UK group to the bearer of the certificates. These are liabilities of the Santander UK group and include commercial paper, certificates of deposit, bonds and medium-term notes.

Defined benefit

obligation

 The present value of expected future payments required to settle the obligations of a defined benefit plan resulting from employee service.
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.

Defined contribution

plan

 

A pension plan under which the Santander UK 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, i.e. the employer’s obligation is limited to its contributions to the fund.

Delinquency 

See ‘Arrears’.

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 Santander UK group’s balance sheet under Deposits by Banks, Trading Liabilities or Financial Liabilities designated at Fair Value.

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.

Discount Window

Facility (DWF)

Digital customers
 A Bank

Digital customers reflect the number of England bilateral facility designed to address short-term liquidity requirements without distorting banks’ incentives for prudent liquidity management. Eligible banks and building societies may borrow gilts, for 30customers who have logged onto Retail or 364 days, against a wide range of collateralBusiness online banking or mobile app at least once in return for a fee, which varies with the collateral used and the total size and maturity of borrowings.

month.

Distributable items 

Equivalent to distributable profits under the Companies Act 2006.

Dividend payout ratio 

Equity dividend declared as a percentage of earnings attributable to ordinary shareholders (profit after tax less payment of dividend on equity accounted instruments and non-controlling interest)interests). Dividend declared can be lower than target pay-out ratio of 50% for timing reasons. The payment of each dividend is subject to regulatory approval.

Economic capital 

An internal measure of the minimum equity and preference capital required for the Santander UK group to maintain its credit rating based upon its risk profile.

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.
Expected loss 

The Santander UK 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 Santander UK group-modelled view of anticipated loss based on Probability of Default, Loss Given Default and Exposure at Default, with a one-year time horizon.

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.

Exposure at default

(EAD)

 

The estimation of the extent to which the Santander UK 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.

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.

Financial Conduct

Authority (FCA)

 

A UK quasi-governmental agency formed as one of the successors to the Financial Services Authority (FSA). The FCA regulates financial firms providing services to UK consumers and maintains the integrity of the UK’s financial markets. It focuses on the regulation of conduct by both retail and wholesale financial services firms.

 

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TermDefinition

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 PRA 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 PRA, including Santander UK plc and other members of the Santander UK group.

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 a 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.

Forbearance 

Forbearance takes place when a concession is made on the contractual terms of a loan in response to an obligor’s financial difficulties.

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).

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.

Funding for Lending

Scheme (FLS)

 

A scheme designed by the Bank of England and HM Treasury to incentivise banks and building societies to boost their lending to UK households and non-financial companies. It aims to do this by providing funding to banks and building societies for an extended period, with both the price and quantity of funding provided linked to their performance in lending to the UK non-financial sector.

Home loan (Residential

mortgage)

 

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.

Impaired loans 

Loans where the Santander UK group does not expect to collect all the contractual cash flows or to collect them when they are contractually due.

Impairment allowanceloss

(Loan impairmentallowance (Loan loss

provisions)allowance)

 

An impairment loss allowance held on the balance sheet as a result of the raising of a charge against profit for the incurred loss in the lending book. An impairment loss allowance may be either be identified or unidentified and individual or collective.

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Other information for US investors

TermDefinition
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-saleavailable-for- sale financial assets, the cumulative loss including impairment losses is removed from equity and recognised in the income statement.

Individually assessed

loan impairment

provisions

 

Impairment is measured individually for assets that are individually significant. For these assets, the Santander UK 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.

Internal Capital Adequacy

Adequacy Assessment

Process (ICAAP)

 

The Santander UK group’s own assessment of its regulatory capital requirements, as part of CRD IV. It takes into account the regulatory and commercial environment in which the Santander UK group operates, the Santander UK group’s Risk Appetite, the management strategy for each of the Santander UK group’s material risks and the impact of appropriate adverse scenarios and stresses on the Santander UK group’s capital requirements.

Internal Liquidity

Adequacy Assessment

Process (ILAAP)

 The Santander UK group’s own assessment of the prudent level of liquidity that is consistent with the Santander UK group’s LRA. It documents and demonstrates the Santander UK group’s overall liquidity adequacy – an appropriate level of liquid resources, a prudent funding profile and comprehensive management and control of liquidity and funding risks.

Internal ratings-based

approach (IRB)

 The Santander UK group’s method, under the CRD IV framework, for calculating credit risk capital requirements using the Santander UK 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.

Investment grade

 A debt security, treasury bill or similar instrument with a credit rating measured by external agencies of AAA to BBB.
ISDA Master agreement 

Standardised contract developed by ISDA (International Swaps and Derivatives Association) used as an umbrella under which bilateral derivatives contracts are entered into.

Large corporate 

Enterprises which have a turnover above £500m per annum.

Lending to corporates

The sum of our Business banking, Commercial Banking and Global Corporate Banking loan balances.

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 Santander UK group has the ability to access at the measurement date.

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.

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.

Liquid assets coverage

of wholesale funding of

less than one year

LCR eligible liquidity pool divided by wholesale funding with a residual maturity of less than one year.

Liquidity Coverage Ratio

(LCR)

 The ratioLCR is intended to ensure that a bank maintains an adequate level of the stock ofunencumbered, high quality liquid assets which can be used to expectedoffset the net cash outflows over the next 30 days. Highbank could encounter under a short-term significant liquidity stress scenario.

LCR eligible liquidity

pool

Assets eligible for inclusion in the LCR as high quality liquid assets should be unencumbered, liquid in markets during a time of stressassets. The LCR eligible liquidity pool also covers both Pillar 1 and ideally be central bank eligible. The Basel III rules require this ratio to be at least 100%.Pillar 2 risks.

Loan loss rate

 Defined as a rolling twelve months impairment charge on loans and advances divided by average loans and advances.

Annual Report 2015

Shareholder information

TermDefinition

Loan-to-deposit ratio

(LDR)

 LDR is calculated as loans and advances to customers (excluding reverse repos) divided by deposits by customers (excluding repos).
Loan-to-income multipleAn average earnings multiple of new business at inception.
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.

Loss Given Default (LGD) 

The fraction of Exposure at Default 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.

Loyal retail customers 

Primary banking current account customers (those who have a minimum credit turnover of at least £500 per month and at least two direct debits on the account) who hold an additional product.

Master nettingLoyal SME and corporate

agreementcustomers

 

Business banking and corporate customers that hold at least three products. Corporate customers in the trade business must also have a current account with a minimum activity threshold specific to their customer segment.

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.

Medium-Term Funding

(MTF)

Shown at a sterling equivalent value. Consists of senior debt issuance, asset-backed issuance (including securitisation and covered bond issuance) and structured issuance (including firm financing repurchase agreements). MTF excludes any collateral received from the Bank of England’s Funding for Lending Scheme (FLS) or Term Funding Scheme (TFS).

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.

Mid corporates 

Enterprises which have a turnover of between £50m and £500m per annum.

Mortgages

Refers to residential retail mortgages only and excludes social housing and commercial mortgage assets.

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.

Mortgage retention 

The proportion of customers with a maturing mortgage that remain with Santander. Applied to mortgages four months post-maturitypost maturity and is calculated as a twelve-month average of retention rates.

n.m.

Not meaningful when the change is above 100%.

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TermDefinition

Net fee and commission

income

Fee and commission income minus other fees paid that are not an integral part of the effective interest rate. For retail and corporate 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 Santander UK group’s branch and ATM networks, annual fees payable by credit card holders and fees for non-banking financial products.

Net interest income 

The difference between interest received on assets and interest paid on liabilities.

Net interest marginInterest Margin (NIM) 

Net interest income as a percentage of average interest-earning assets.

Net Stable Funding Ratio

(NSFR)

 

The ratio of available stable funding resources to stable funding requirements over a one year time horizon, assuming a stressed scenario. The Basel III rules require this ratio to be over 100%.

Non-performing loans

(NPLs)

 

Loans and advances are classified as non-performing typically when the counterparty fails to make payments when contractually due for three months or longer, although there can be additional qualifying criteria depending upon the business segment and product. For additional information on the definition of NPLs, see ‘Credit‘Santander UK group Level—Credit risk management – risk measurement and control’ in the Risk review.review section of this Annual Report.

NPL ratio

 NPLNPLs as a percentage of loans and advances to customers.

Other retail products

Other Retail products include Business Banking, Cater Allen, Structured Products, cahoot and the branch in Jersey.

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.

Own credit

 The effect of the Santander UK group’s own credit standing on the fair value of financial liabilities.

Past due

 A financial asset such as a loan is past due when the counterparty has failed to make a payment when contractually due.
People Supported

People supported through our charity partnerships and leading Explorer, Transformer and Changemaker programmes. Employee volunteer activities are organised through our flagship Discovery Project programme, the Santander Foundation and Santander Universities.

Pillar 2 

The part of the CRD IV Accord which sets out the process by which a bank should review its overall capital adequacy and the processes under which the supervisors evaluate how well financial institutions are assessing their risks and take appropriate actions in response to the assessments.

Pillar 3 

The part of the CRD IV Accord which sets out the disclosure requirements for firms to publish details of their risks, capital and risk management. The aims are greater transparency and strengthening market discipline.

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.

Prime/prime mortgage

loans

 A US description for mortgages granted to the most creditworthy category of borrowers.

Private equity investments

 Equity holdings in operating companies not quoted on a public exchange.
Regulatory capitalThe amount of capital that the Santander UK group holds, determined in accordance with rules established by the UK PRA for the consolidated Santander UK group and by local regulators for individual Santander UK group companies.

PRA end point Tier 1

leverage ratio

CRD IV end point Tier 1 capital divided by exposures as defined by the European Commission Delegated Regulation 2015/62.

Prudential Regulation

Authority (PRA)

 

The UK financial services regulator formed as one of the successors to the FSA. The PRA is part of the Bank of England and is responsible for the prudential regulation and supervision of banks, building societies, credit unions, insurers and major investment firms. It sets standards and supervises financial institutions at the level of the individual firm.

Regulatory capital

The amount of capital that the Santander UK group holds, determined in accordance with rules established by the UK PRA for the consolidated Santander UK group and by local regulators for individual Santander UK group companies.

Repurchase agreement

(Repo)

 

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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TermDefinition

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).

Retail customer

satisfaction

 The

Measured through the Financial Research Survey (FRS) is, a monthly personal finance survey of around 5,000 consumers prepared by the independent market research agency, GfK. The ‘Overall Satisfaction’ score refers to proportion of extremely and very satisfied customers across mortgages, savings, main current accounts, home insurance, UPLs and credit cards, based on a weighting of those products calculated to reflect the average product distribution across Santander UK and competitor brands. Data shown is for the twelve months ended 31 December 2015 and compared against twelve months ending data for the period as indicated. The competitor set included in this analysis for the 2015 target is Barclays, Halifax, HSBC, Lloyds Bank, TSB and NatWest. Advocacy will be measured from 2016, and refers to NPS scores across the same markets and with the same weightings applied as per the satisfaction data.

Retail deposit spread

Retail Banking customer deposit spreads against the relevant swap rate or LIBOR. Retail Banking customer deposits include savings and bank accounts for personal and business banking customers.

Retail IRB approach 

The Santander UK group’s internal method of calculating credit risk capital requirements for its key retail portfolios. The FSA approved the Santander UK group’s application of the Retail IRB approach to the Santander UK group’s credit portfolios with effect from 1 January 2008.

Retail loans 

Loans to individuals rather than institutions, including residential mortgage lending and banking and consumer credit.

Return on average

tangible equity (RoTE)

The profit after tax attributable to equity holders of the parent, divided by average shareholders’ equity less non-controlling interests, other equity instruments and average goodwill and other intangible assets.
Risk Appetite 

The level of risk (types and quantum) that the Santander UK group is willing to accept (or not accept) to safeguard the interests of shareholders whilst achieving business objectives.

Risk weighted

Risk-weighted assets

(RWA)

 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 PRA.

Santander UK

Refers to Santander UK Group Holdings plc and its subsidiaries.
Securitisation 

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. A company sells assets to a structured 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. Santander UK has established securitisation structures as part of its funding and capital management activities.

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Other information for US investors

TermDefinition
Select customers

Customers who have a Santander Current Account plus one of the following: monthly credit turnover of £5k, or savings, banking and investments worth £75k, or a Santander mortgage on a property worth a minimum of £500k.

Small and medium

enterprises (SMEs)

 Enterprises with a turnover of between £250,000 and £50m per annum.
Standardised approach 

In relation to credit risk, a method for calculating credit risk capital requirements under CRD IV, using External Credit Assessment Institutions ratings and supervisory risk weights. The Standardised approach is less risk-sensitive than IRB (see ‘IRB’ above). In relation to operational risk, a method of calculating the operational capital requirement under CRD IV, by the application of a supervisory defined percentage charge to the gross income of eight specified business lines.

Stress testing

 Stress testing is a management tool that facilitates a forward looking perspective on risk management, strategic planning, capital, and liquidity and funding planning.
Structured entity 

An entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements.

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 a range of underlying assets, including equities, interest rates, funds, commodities and foreign currency.

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.
SubordinationThe 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.
Sub-prime 

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.

Supranational 

An international organisation where member states transcend national boundaries or interests to share in decision-making and vote on issues relating to the organisation’s geographical focus.

SVR

Standard Variable Rate for mortgages.
Tier 1 capital 

A measure of a bank’s financial strength defined by the PRA. 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.

Tier 1 capital ratio

 The ratio expresses Tier 1 capital as a percentage of risk weighted assets.
Tier 2 capital 

Defined by the PRA. 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.

Total operating income 

Total operating income comprises net interest and similar income, net fee and commission income and net trading and other income, as described in Notes 3, 4 and 5, respectively, of the Consolidated Financial Statements.

Total wholesale funding

Comprises the sum of all outstanding debt securities, structured issuance (including firm financing repurchase agreements), subordinated debt and capital issuance, TFS and non-customer deposits. Total wholesale funding excludes any collateral received as part of the FLS.

Trading book 

Positions in financial instruments held either with trading intent or in order to hedge other elements of the trading book, which must be free of restrictive covenants on their tradability or ability to be hedged.

Troubled debt

restructurings

 A US description for restructuring a debt whereby the creditor for economic or legal reasons related to a debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.

UK leverage ratio

(previously known as PRA

end-point Tier 1 leverage

ratio)

CRD IV end-point Tier 1 capital divided by exposures as defined by the European Commission Delegated Regulation 2015/62 of October 2014. In July 2016, the definition was amended to exclude from the calculation for total exposure those assets held against central banks that are matched by deposits in the same currency and of equal or longer maturity.
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.

Wholesale funding with

a residual maturity of

less than one year

Wholesale funding which has a residual maturity of less than one year at the balance sheet date.
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.

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.

 

 

Annual Report 2015

Shareholder information

Forward-looking statements

Santander UK plc (the Company) and its subsidiaries (together Santander UK or the Santander UK group) may from time to time make written or oral forward-looking statements. The Company makes written forward-looking statements in this Annual Report and may also make forward-looking statements in its periodic reports to the SEC on Forms 20-F and 6-K, in its offering circulars and prospectuses, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Examples of such forward-looking statements include, but are not limited to:

-projections or expectations of revenues, costs, profit (or loss), earnings (or loss) per share, dividends, capital structure or other financial items or ratios;
-statements of plans, objectives or goals of Santander UK or its management, including those related to products or services;
-statements of future economic performance; and
-statements of assumptions underlying such statements.

Words such as ‘believes’, ‘anticipates’, ‘expects’, ‘intends’, ‘aims’, ‘plans’, ‘targets’ and similar expressions are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements.

By their very nature, forward-looking statements are not statements of historical or current facts; they cannot be objectively verified, are speculative and involve inherent risks and uncertainties, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Santander UK cautions readers that a number of important factors could cause actual results to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements made by Santander UK or on its behalf. Some of these factors, which could affect the Santander UK group’s business, financial condition and/or results of operations, are considered in detail in the Risk review and the Risk factors section in the Shareholder information section in this report, and they include:

-the ability of Santander UK to recruit, retain and develop appropriate senior management and skilled personnel;
-the disruptions and volatility in the global financial markets;
-the effects of UK economic conditions;
-the Santander UK group’s exposure to UK political developments;
-the extent to which regulatory capital and leverage requirements and any changes to these requirements may limit and adversely affect the Santander UK group’s operations;
-the extent to which liquidity requirements and any changes to these requirements may limit and adversely affect the Santander UK group’s operations;
-the Santander UK group’s exposure to UK Government debt;
-the effects of the ongoing economic and sovereign debt tensions in the eurozone;
-the Santander UK group’s exposure to risks faced by other financial institutions;
-the Santander UK group’s ability to access liquidity and funding on acceptable financial terms;
-the effects of an adverse movement in external credit rating assigned to the Santander UK group, any Santander UK group member or any of their respective debt securities;
-the effects of fluctuations in interest rates and other market risks;
-the extent to which the Santander UK group may be required to record negative fair value adjustments for its financial assets due to changes in market conditions;
-the risk of failing to successfully implement and continue to improve the Santander UK group’s credit risk management systems;
-the risks associated with the Santander UK group’s derivative transactions;
-the extent to which the Santander UK group may be exposed to operational risks, including risks relating to data and information collection, processing, storage and security;
-the risk of failing to effectively improve or upgrade the Santander UK group’s information technology infrastructure and management information systems in a timely manner;
-the Santander UK group’s exposure to unidentified or unanticipated risks despite its risk management policies, procedures and methods;
-the effects of competition with other financial institutions;
-the various risks facing the Santander UK group as it expands its range of products and services (e.g. risk of new products and services not being responsive to customer demands or successful, risk of changing customer needs);
-the Santander UK group’s ability to control the level of non-performing or poor credit quality loans and whether the Santander UK group’s loan loss reserves are sufficient to cover loan losses;
-the extent to which the Santander UK group’s loan portfolio is subject to prepayment risk;
-the risk that the value of the collateral, including real estate, securing the Santander UK group’s loans may not be sufficient and the Santander UK group may be unable to realise the full value of the collateral securing its loan portfolio;
-the ability of the Santander UK group to realise the anticipated benefits of its organic growth or business combinations and the exposure, if any, of the Santander UK group to any unknown liabilities or goodwill impairments relating to acquired businesses;
-the effects of the financial services laws, regulations, governmental oversight, administrative actions and policies and any changes thereto in each location or market in which Santander UK operates;
-the Santander UK group’s exposure to any potential uncertainly and changes to the UK regulatory regime as a result of the reform and reorganisation of the UK financial regulatory authorities and the UK regulatory framework;
-the effects of any new reforms to the UK mortgage lending and the personal loans market;
-the Santander UK group’s exposure to any risk of loss from legal and regulatory proceedings;
-the power of the FCA, the PRA or an overseas regulator to potentially intervene in response to e.g. attempts by customers to seek redress from financial service institutions, including the Santander UK group, in case of industry-wide issues;
-the effects which the Banking Act 2009 may have on the Santander UK group’s business and the value of securities issued;
-the effects which the bail-in and write down powers under the Banking Act 2009 and the BRRD may have on the Santander UK group’s business and the value of securities issued;
-the extent to which members of the Santander UK group may be 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;
-the risk of third parties using the Santander UK group as a conduit for illegal or improper activities without the Santander UK group’s knowledge;
-the effects of taxation requirements and other assessments and any changes thereto in each location in which Santander UK operates;
-the effects of any changes in the pension liabilities and obligations of the Santander UK group;
-the effects of any changes to the reputation of the Santander UK group, any Santander UK group member or any affiliate operating under the Santander UK brands;
-the basis of the preparation of the Company’s and the Santander UK group’s financial statements and information available about the Santander UK group, including the extent to which assumptions and estimates made during such preparation are accurate;
-the extent to which disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud;
-the extent to which changes in accounting standards could impact the Santander UK group’s reported earnings;
-the extent to which Santander UK relies on third parties for important infrastructure support, products and services;
-the possibility of risk arising in the future in relation to transactions between the Company and its parent, subsidiaries or affiliates;
-the extent to which different disclosure and accounting principles between the UK and the US may provide you with different or less information about us than you expected;
-the risk associated with enforcement of judgments in the US; and
-the Santander UK group’s success at managing the risks to which it is exposed, including the items above.

Undue reliance should not be placed on forward-looking statements when making decisions with respect to any Santander UK group member and/or its securities. Investors and others should take into account the inherent risks and uncertainties of forward-looking statements and should carefully consider the foregoing non-exhaustive list of important factors. Forward-looking statements speak only as of the date on which they are made and are based on the knowledge, information available and views taken on the date on which they are made; such knowledge, information and views may change at any time. The Santander UK group does not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

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shareholders@santander.com

Designated agent

The financialdesignated agent for service of process on Santander UK in the United States is Abbey National Treasury Services plc (Connecticut branch), 400 Atlantic Street, Stamford, CT 06901.

Documents on display

The Company is subject to the information set forth belowrequirements of the US Securities Exchange Act of 1934. In accordance with these requirements, the Company files its Annual Report 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.

None of the websites referred to in this Annual Report on Form 20-F for the year ended 31 December 2016 (the Form 20-F), including where a link is provided, nor any of the information contained on such websites is incorporated by reference in the Form 20-F.

Legal proceedings

We are party to various legal proceedings in the ordinary course of business, the ultimate resolution of which is not expected to have a material adverse effect on our financial position or our results of operations. See Notes 33 and 35 to the Consolidated Financial Statements.

Material contracts

We are party to various contracts in the ordinary course of business. For the two years ended 31 December 2015, 20142016 there have been no material contracts entered into outside the ordinary course of business, except for the contracts described below.

Abbey National Treasury Services plc, Santander UK plc, and 2013 and at 31Cater Allen Limited, which are the three PRA-regulated entities within the Santander UK group, are party to a capital support deed dated 23 December 2015 and 2014 has been derived from the audited Consolidated Financial Statements(the Capital Support Deed) with certain other non-regulated subsidiaries of Santander UK plc (the Company) and its subsidiaries (together, the Santander UK group) prepared in accordance with IFRS included elsewhere in this Annual Report.Group Holdings plc. The information should be read in connection with, and is qualified in its entirety by referenceparties to the SantanderCapital Support Deed constitute a core UK group’s Consolidated Financial Statements andgroup as defined in the notes thereto.

Financial information set forth below forPRA Rulebook. Exposures of each of the years endedthree regulated entities to other members of the core UK group are exempt from large exposure limits that would otherwise apply. The purpose of the Capital Support Deed is to facilitate the prompt transfer of available capital resources from, or repayment of liabilities by, the non-regulated parties to any of the regulated parties in the event that one of the regulated parties has breached or is at risk of breaching its capital resources requirements or risk concentrations requirements. The core UK group permission expires on 31 December 2012 and 2011 and at 31 December 2013, 2012 and 2011, has been derived from the audited Consolidated Financial Statements with adjustment for the adoption of IFRIC 21 of the Santander UK group for 2012 and 2011 not included in this Annual Report.2018.

The financial information in this selected consolidated financial and statistical data does not constitute statutory accounts within the meaning of the Companies Act 2006.Audit fees

The auditor’s report onSee Note 7 to the Consolidated Financial Statements for each of the five years ended 31 December 2015 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 Santander UK group for the years ended 31 December 2015, 2014, 2013, 2012 and 2011 were audited by Deloitte LLP.Statements.

BALANCE SHEETS

 

    

2015(1)

US$m

     

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

   

2016(1)

US$m

   

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Assets

                                    

Cash and balances at central banks

     24,835       16,842       22,562       26,374       29,282       25,980     21,105    17,107    16,842    22,562    26,374    29,282 

Trading assets

     35,333       23,961       21,700       22,294       22,498       21,891     37,054    30,035    23,961    21,700    22,294    22,498 

Derivative financial instruments

     30,835       20,911       23,021       20,049       30,146       30,780     31,424    25,471    20,911    23,021    20,049    30,146 

Financial assets designated at fair value

     3,536       2,398       2,881       2,747       3,811       5,005     2,640    2,140    2,398    2,881    2,747    3,811 

Loans and advances to banks

     5,232       3,548       2,057       2,347       2,438       4,487     5,364    4,348    3,548    2,057    2,347    2,438 

Loans and advances to customers

     292,037       198,045       188,691       184,587       190,782       201,069     246,417    199,738    198,045    188,691    184,587    190,782 

Loans and receivables securities

     77       52       118       1,101       1,259       1,771     317    257    52    118    1,101    1,259 

Available for sale securities

     13,289       9,012       8,944       5,005       5,483       46     13,029    10,561    9,012    8,944    5,005    5,483 

Held-to-maturity investments(1)

   8,202    6,648    -    -    -    - 

Macro hedge of interest rate risk

     1,152       781       963       769       1,222       1,221     1,355    1,098    781    963    769    1,222 

Interests in other entities

     71       48       38       27       8       2     75    61    48    38    27    8 

Intangible assets

     3,290       2,231       2,187       2,335       2,325       2,142     2,857    2,316    2,231    2,187    2,335    2,325 

Property, plant and equipment

     2,355       1,597       1,624       1,521       1,541       1,596     1,839    1,491    1,597    1,624    1,521    1,541 

Current tax assets

     72       49       -       114       50       -     -    -    49    -    114    50 

Deferred tax assets

     -       -       -       16       34       232     -    -    -    -    16    34 

Retirement benefit assets

     820       556       315       118       254       241     491    398    556    315    118    254 

Other assets

     2,028       1,375       876       882       1,885       1,086     1,817    1,473    1,375    876    882    1,885 

Total assets

     414,962       281,406       275,977       270,286       293,018       297,549                 373,986                303,142                281,406                275,977                270,286                293,018 

Liabilities

                                    

Deposits by banks

     12,207       8,278       8,214       8,696       9,935       11,626     12,052    9,769    8,278    8,214    8,696    9,935 

Deposits by customers

     241,944       164,074       153,606       147,167       149,037       148,342     218,577    177,172    164,074    153,606    147,167    149,037 

Trading liabilities

     18,760       12,722       15,333       21,278       21,109       25,745     19,196    15,560    12,722    15,333    21,278    21,109 

Derivative financial instruments

     31,716       21,508       22,732       18,863       28,861       29,180     28,502    23,103    21,508    22,732    18,863    28,861 

Financial liabilities designated at fair value

     2,973       2,016       2,848       3,407       4,002       6,837     3,010    2,440    2,016    2,848    3,407    4,002 

Debt securities in issue

     73,162       49,615       51,790       50,870       59,621       52,651     62,112    50,346    49,615    51,790    50,870    59,621 

Subordinated liabilities

     5,729       3,885       4,002       4,306       3,781       6,499     5,309    4,303    3,885    4,002    4,306    3,781 

Macro hedge of interest rate risk

     162       110       139       -       -       -     432    350    110    139    -    - 

Other liabilities

     3,443       2,335       2,302       1,883       2,526       2,571     3,542    2,871    2,335    2,302    1,883    2,526 

Provisions

     1,283       870       491       550       795       856     864    700    870    491    550    795 

Current tax liabilities

     1       1       69       4       4       271     67    54    1    69    4    4 

Deferred tax liabilities

     329       223       59       -       -       -     158    128    223    59    -    - 

Retirement benefit obligations

     162       110       199       672       305       216     323    262    110    199    672    305 

Total liabilities

     391,871       265,747       261,784       257,696       279,976       284,794     354,144    287,058    265,747    261,784    257,696    279,976 

Equity

                                    

Share capital and other equity instruments

     7,242       4,911       4,244       3,709       3,999       3,999     6,050    4,904    4,911    4,244    3,709    3,999 

Share premium

     8,287       5,620       5,620       5,620       5,620       5,620     6,933    5,620    5,620    5,620    5,620    5,620 

Retained earnings

     6,900       4,679       4,056       3,377       3,405       3,110     6,028    4,886    4,679    4,056    3,377    3,405 

Other reserves

     463       314       273       (116)       18       26     646    524    314    273    (116)    18 

Total shareholders’ equity

     22,892       15,524       14,193       12,590       13,042       12,755     19,657    15,934    15,524    14,193    12,590    13,042 

Non-controlling interests

     199       135       -       -       -       -     185    150    135    -    -    - 

Total equity

     23,901       15,659       14,193       12,590       13,042       12,755     19,842    16,084    15,659    14,193    12,590    13,042 

Total liabilities and equity

     414,962       281,406       275,977       270,286       293,018       297,549     373,986    303,142    281,406    275,977    270,286    293,018 
(1)In 2016, Santander UK plc purchased a portfolio of UK Government gilts which have been classified as held-to-maturity investments. For more information, see the Balance sheet review.

Santander UK plc    273


Annual Report 2016

Shareholder information

INCOME STATEMENTS

    

2016(1)

US$m

   

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Net interest income

   4,419    3,582    3,575    3,434    2,963    2,734 

Net fee and commission income

   950    770    715    739    758    861 

Net trading and other income

   547    443    283    297    308    1,088 

Total operating income

   5,916    4,795    4,573    4,470    4,029    4,683 

Operating expenses before impairment losses, provisions and charges

      (2,978)             (2,414)             (2,400)             (2,397)             (2,195)             (2,114) 

Impairment losses on loans and advances

   (83)    (67)    (66)    (258)    (475)    (988) 

Provisions for other liabilities and charges

   (490)    (397)    (762)    (416)    (250)    (429) 

Total operating impairment losses, provisions and charges

   (573)    (464)    (828)    (674)    (725)    (1,417) 

Profit from continuing operations before tax

   2,365    1,917    1,345    1,399    1,109    1,152 

Tax on profit from continuing operations

   (738)    (598)    (381)    (289)    (211)    (271) 

Profit from continuing operations after tax

   1,627    1,319    964    1,110    898    881 

(Loss)/profit from discontinued operations after tax

   -    -    -    -    (8)    62 

Profit after tax for the year

   1,627    1,319    964    1,110    890    943 

Attributable to:

            

Equity holders of the parent

   1,594    1,292    939    1,110    890    943 

Non-controlling interests

   33    27    25    -    -    - 
(1)Amounts stated in US dollars have been translated from sterling at the rate of £1.00 - US$1.4746,1.2337, the noon buying rate on 31 December 2015.

Annual Report 2015

Shareholder information

INCOME STATEMENTS

      

2015(1)

US$m

     

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

 

Net interest income

     5,272       3,575       3,434       2,963       2,734       3,633  

Net fee and commission income

     1,054       715       739       758       861       864  

Net trading and other income

     417       283       297       308       1,088       439  

Total operating income

     6,743       4,573       4,470       4,029       4,683       4,936  

Operating expenses before impairment losses, provisions and charges

     (3,538)       (2,400)       (2,397)       (2,195)       (2,114)       (2,314)  

Impairment losses on loans and advances

     (97)       (66)       (258)       (475)       (988)       (501)  

Provisions for other liabilities and charges

     (1,124)       (762)       (416)       (250)       (429)       (839)  

Total operating impairment losses, provisions and charges

     (1,221)       (828)       (674)       (725)       (1,417)       (1,340)  

Profit from continuing operations before tax

     1,984       1,345       1,399       1,109       1,152       1,282  

Tax on profit from continuing operations

     (562)       (381)       (289)       (211)       (271)       (359)  

Profit from continuing operations after tax

     1,422       964       1,110       898       881       923  

(Loss)/profit from discontinued operations after tax

     -       -       -       (8)       62       34  

Profit after tax for the year

     1,422       964       1,110       890       943       957  

Attributable to:

                        

Equity holders of the parent

     1,385       939       1,110       890       943       957  

Non-controlling interests

     37       25       -       -       -       -  
(1)Amounts stated in US dollars have been translated from sterling at the rate of £1.00 - US$1.4746, the noon buying rate on 31 December 2015.

SELECTED STATISTICAL INFORMATION

This Annual Report includes certain financial measures which are not accounting measures within the scope of IFRS. Such non-IFRS measures are defined as ones that measure historical or future financial performance, financial position or cash flows but which exclude or include amounts that would not be so adjusted in the most comparable IFRS measures. Such measures are defined further in the footnotes that follow including, where relevant, reconciliations to the nearest IFRS measure. These non-IFRS measures are not a substitute for IFRS measures. Such non-IFRS measures include Return on tangible equity (RoTE), Banking net interest margin, Liquidity Coverage Ratio (LCR) (until its enactment into law in 2015) and Common Equity Tier 1 capital ratio for 2013 and 2012. Details of the calculation of the LCR which is the ratio of the eligible liquidity pool as a percentage of the anticipated net cash flows from those assets, are shown on page 117.

      

2015

%

     

2014

%

     

2013

%

     

2012

%

     

2011

%

 

Profitability ratios:

                    

Return on assets(1)

     0.34       0.40       0.30       0.31       0.31  

Return on ordinary shareholders’ equity(2)

     7.0       8.9       7.4       7.9       8.2  

RoTE(3)

     8.2       10.4       8.6       9.1       9.5  

Banking net interest margin(4)

     1.83       1.82       1.55       1.36       1.80  

Cost-to-income ratio(5)

     52       54       54       45       47  

Dividend payout ratio(6)

     51       44       48       48       44  

Non-performing loans ratio(7)

     1.54       1.80       2.04       2.16       1.92  

Loan-to-deposit ratio(8)

     120       124       126       129       135  

Capital ratios:

                    

Equity to assets ratio(9)

     4.68       4.48       4.10       3.91       3.77  

Core Tier 1 capital ratio(10)

     n/a       n/a       12.9       12.2       11.4  

Common Equity Tier 1 (CET 1) capital ratio(10)

     11.6       11.9       11.6       11.1       n/a  

Ratio of earnings to fixed charges:(11)

                    

- Excluding interest on retail deposits

     218       208       172       165       220  

- Including interest on retail deposits

     143       142       126       125       134  

(1)  Profit after tax divided by average total assets (refer footnote 12).

(2)  Profit after tax divided by average ordinary shareholders’ equity.

(3)  RoTE is defined as the profit after tax attributable to equity holders of the parent less dividends on other equity instruments, divided by average shareholders’ equity less non-controlling interests, other equity instruments and average goodwill and other intangible assets. Management reviews RoTE in order to measure the overall profitability of the Santander UK group and believes that presentation of this financial measure provides useful information to investors regarding the Santander UK group’s results of operations. Reconciliations between RoTE and return on ordinary shareholders’ equity, which is profit after tax divided by average ordinary shareholders’ equity, the nearest IFRS measure, are as follows:

     

     

        

      

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

 

Profit attributable to equity holders of the parent

     939       1,110       890       943       957  

Average ordinary shareholders’ equity(13)

     13,386       12,518       12,064       12,005       11,639  

Average goodwill and other intangible assets(13)

     (2,209)       (2,261)       (2,330)       (2,233)       (2,160)  

Average tangible equity(13)

     11,177       10,257       9,734       9,772       9,479  

Return on ordinary shareholders’ equity

     7.0%       8.9%       7.4%       7.9%       8.2%  

RoTE

     8.2%       10.4%       8.6%       9.1%       9.5%  

332  Santander UK plc


Risk FactorsContact andSubsidiaries, joint venturesForward looking        Selected

other information

and associates        GlossaryStatements        financial data

(4)Banking NIM is defined as net interest income divided by average customer assets. Management reviews Banking NIM in order to measure the overall profitability of the Santander UK group and believes that presentation of this financial measure provides useful information to investors regarding the Santander UK group’s results of operations. A reconciliation between Banking NIM and net interest margin, which is defined as net interest income divided by average interest-earning assets, the nearest IFRS measure, is as follows:
      

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

 

Net interest income

     3,575       3,434       2,963       2,734       3,633  

Average interest earning assets(12)

     232,918       225,501       229,114       235,129       230,490  

Average customer assets(12)

     195,529       188,850       191,499       200,719       201,524  

Net interest margin

     1.53%       1.52%       1.29%       1.16%       1.58%  

Banking net interest margin

     1.83%       1.82%       1.55%       1.36%       1.80%  
(5)The cost-to-income ratio is defined as total operating expenses before impairment losses, provisions and charges divided by total operating income.
(6)Ordinary equity dividends approved divided by profit after tax attributable to equity holders of the parent.
(7)Non-performing loans ratio is defined as non-performing loans as a percentage of customer assets.
(8)The loan-to-deposit ratio is defined as loans and advances to customers (excluding reverse repos) divided by deposits by customers (excluding repos).
(9)Average ordinary shareholders’ equity divided by average total assets (refer footnote 12).
(10)Regulatory capital is calculated in accordance with the requirements of CRD IV, following the adoption of CRD IV with effect from 1 January 2014. A CET 1 capital ratio has also been presented for 31 December 2013 and 2012 i.e. the balance sheet dates before the adoption of CRD IV. Management reviews the CET 1 capital ratio at 31 December 2013 in order to aid comparability of the Santander UK group’s regulatory capital and believes that presentation of this financial measure provides useful information to investors regarding the Santander UK group’s regulatory capital. A reconciliation of Core Tier 1 capital at 31 December 2013 and 2012, calculated in accordance with PRA rules in force at those dates, and CET 1 capital calculated in accordance with CRD IV rules which came into force on 1 January 2014 is set out below:
      

2013

£m

     

2012

£m

 

Core Tier 1 capital - PRA rules

     9,680       9,302  

CRD IV adjustments to Core Tier 1:

        

Excess of regulatory expected losses over impairment losses

     (335)       (370)  

Defined benefit pension adjustment

     (310)       (101)  

Other(A)

     (66)       (23)  

CET 1 capital - CRD IV rules

     8,969       8,808  

Pillar 1 RWAs - PRA rules

     75,252       76,524  

CRD IV adjustments to RWAs:

        

Securitisation

     983       970  

Counterparty Risk and Other(B)

     1,415       2,028  

RWAs - CRD IV rules

     77,650       79,522  

Core Tier 1 capital ratio

     12.9%       12.2%  

CET 1 capital ratio

     11.6%       11.1%  
(A)Other adjustments to Core Tier 1 capital include the effect of additional valuation adjustments, deferred tax, securitisation and unrealised losses on available-for-sale securities.
(B)The counterparty risk and other adjustments to RWAs include credit valuation adjustment, central counterparty clearing, asset value correlation, specific credit risk adjustments and risk weight reductions for SME exposures.

(11)For the purpose of calculating the ratios of earnings to fixed charges, earnings consist of profit from continuing operations before tax and before adjustment for non-controlling interests plus fixed charges. Fixed charges consist of interest expense, including the amortisation of discounts and premiums on debt securities in issue and related capitalised expenses and including or excluding interest on retail deposit as appropriate.
(12)Average balances are based on monthly data.
(13)Average balances are based on the average of the current and prior year closing balances.2016.

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 2624 February 20162017 was US$1.39.1.25.

 

Calendar period    

High

US$ Rate

     Low
US$ Rate
     Average (1)
US$ Rate
     Period end
US$ Rate
 

Years ended 31 December:

                

2015

     1.59       1.46       1.53       1.47  

2014

     1.72       1.55       1.65       1.56  

2013

     1.66       1.48       1.56       1.66  

2012

     1.63       1.53       1.59       1.63  

2011

     1.67       1.54       1.60       1.55  

Months ended:

                

February 2016 (2)

     1.46       1.39       1.43       1.39  

January 2016

     1.47       1.42       1.44       1.42  

December 2015

     1.52       1.47       1.50       1.47  

November 2015

     1.54       1.50       1.52       1.50  

October 2015

     1.55       1.52       1.53       1.54  

September 2015

     1.56       1.51       1.53       1.51  

August 2015

     1.57       1.54       1.56       1.54  
Calendar period  

High

            US$ Rate

   

Low

            US$ Rate

   

          Average (1)

US$ Rate

   

          Period-end

US$ Rate

 

Years ended 31 December:

        

2016

   1.48    1.22    1.34    1.23 

2015

   1.59    1.46    1.53    1.47 

2014

   1.72    1.55    1.65    1.56 

2013

   1.66    1.48    1.56    1.66 

2012

   1.63    1.53    1.59    1.63 

Months ended:

        

February 2017(2)

   1.26    1.24    1.25    1.25 

January 2017

   1.26    1.21    1.24    1.26 

December 2016

   1.27    1.22    1.25    1.23 

November 2016

   1.25    1.22    1.24    1.25 

October 2016

   1.28    1.22    1.23    1.22 

September 2016

   1.34    1.30    1.31    1.30 

August 2016

   1.33    1.29    1.31    1.31 
(1)The average of the noon buying rates on the last business day of each month during the relevant period.
(2)With respect toFor February 20162017, for the period from 1 February to 26 February24 February.

SELECTED STATISTICAL INFORMATION

 

Annual Report 2015

Other information for US investors

Other information for US investors

    

                    2016

%

   

                    2015

%

   

                    2014

%

   

                    2013

%

   

                    2012

%

 

Capital ratios:

          

CET1 capital ratio(1)

   11.6    11.6    11.9    n/a    n/a 

Total capital ratio

   18.5    18.2    17.9    n/a    n/a 

Equity to assets ratio(2)

   4.60    4.68    4.48    4.10    3.91 

Ratio of earnings to fixed charges:(3)

          

- Excluding interest on retail deposits

   292    218    208    172    165 

- Including interest on retail deposits

   166    143    142    126    125 

Profitability ratios:

          

Return on assets(4)

   0.44    0.34    0.40    0.30    0.31 

Return on ordinary shareholders’ equity(5)

   9.3    7.0    8.9    7.4    7.9 

Dividend payout ratio(6)

   46    51    44    48    48 
(1)Regulatory capital is calculated in accordance with the requirements of CRD IV, following the adoption of CRD IV with effect from 1 January 2014.
(2)Average ordinary shareholders’ equity divided by average total assets. Average balances are based on monthly data.
(3)For the purpose of calculating the ratios of earnings to fixed charges, earnings consist of profit from continuing operations before tax and before adjustment for non-controlling interests plus fixed charges. Fixed charges consist of interest expense, including the amortisation of discounts and premiums on debt securities in issue and related capitalised expenses and including or excluding interest on retail deposit as appropriate.
(4)Profit after tax divided by average total assets. Average balances are based on monthly data.
335    (5)Profit after tax divided by average ordinary shareholders’ equity.
(6)Risk elements inOrdinary equity dividends approved divided by profit after tax attributable to equity holders of the loan portfolio

338Taxation for US investors

338Share information

339Articles of Association

340ITRA

341NYSE

342Cross-reference to Form 20-F

parent.

 

 

334274    Santander UK plc


        RiskRisk elements in  Taxation for  Articles of  ITRA  NYSE  GlossaryContact andForm 20-F

        Factors

the loan portfolio

  US investors  Association         other information

 

Other information for US investors

276

Risk factors

299Risk elements in the loan portfolio

302Taxation for US investors

303Articles of Association

304Iran Threat Reduction and Syria Human Rights Act (ITRA)

305New York Stock Exchange (NYSE) Corporate Governance

306Glossary

311Contact and other information

312Cross-reference to Form 20-F

Santander UK plc    275


Annual Report 2016

Other information for US investors

Risk factors

An investment in Santander UK plc (the Company) and its subsidiaries (us, we, our or the Santander UK group) involves a number of risks, the material ones of which are set out below.

We are vulnerable to disruptions and volatility in the global financial markets

Over the past nine years, financial systems worldwide have experienced difficult credit and liquidity conditions and disruptions leading to periods of reduced liquidity, greater volatility (such as volatility in spreads) and, in some cases, a lack of price transparency on interbank lending rates. Uncertainties remain concerning the outlook and the future economic environment, including in the United Kingdom (the UK) and in Europe. Investors remain cautious and a slowing or failing of the economic recovery would likely aggravate the adverse effects of difficult economic and market conditions on us and on others in the financial services industry. In particular, we may face, among others, the following risks related to any future economic downturn:

-Increased regulation of our industry. Compliance with such regulation will continue to increase our costs, may affect the pricing of our products and services, increase our conduct and regulatory risks related to non-compliance and limit our ability to pursue business opportunities

-Reduced demand for our products and services

-Inability of our borrowers to comply fully or in a timely manner with their existing obligations

-The process we use to estimate losses inherent in our credit exposure requires complex judgements, including forecasts of economic conditions and how such economic conditions may impair the ability of our borrowers to repay their loans

-The degree of uncertainty concerning economic conditions may adversely affect the accuracy of our estimates, which may, in turn, impact the reliability of the process and the sufficiency of our loan loss allowances

-The value and liquidity of the portfolio of investment securities that we hold may be adversely affected

-Any worsening of global economic conditions may delay the recovery of the international financial industry and impact our operating results, financial condition and prospects

-Adverse macroeconomic shocks may negatively impact the household income of our retail customers, which may adversely affect the recoverability of our retail loans, and result in increased loan losses.

Financial markets in the past twelve months have been affected by a series of political events, including the UK’s vote in June 2016 to leave the EU, which caused significant volatility in the global stock and foreign exchange markets (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’) and there has been an increase in anti-EU sentiment in other EU member states (EU Member States). Further, there is significant uncertainty as to the respective legal and regulatory environments in which we and our subsidiaries will operate going forward as a result of the UK’s vote to leave the European Union (EU). Such uncertainties have had, and may continue to have, a negative impact on macroeconomic conditions and our business, financial condition and results of operations, and there can be no assurance that the European and global economic environments will not continue to be affected by political developments, including elections in 2017 in key EU Member States (for more information, see the risk factor entitled ‘We may suffer adverse effects as a result of the political, economic and sovereign debt tensions in the eurozone’).

Continued or worsening disruption and volatility in the global financial markets could have a material adverse effect on us, including our ability to access capital and liquidity on financial terms acceptable to us, if at all. If capital markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits to attract more customers. Any such increase in capital markets funding costs or deposit rates could have a material adverse effect on our interest margins, liquidity and profitability, particularly given the sustained low interest rate environment expected in the medium term following the UK’s vote to leave the EU.

If all or some of the foregoing risks were to materialise, this could have a material adverse effect on us.

Our operating results, financial condition and prospects may be materially impacted by economic conditions in the UK

Our business activities are concentrated in the UK where we offer a range of banking and financial products and services to UK retail and corporate customers. As a consequence, our operating results, financial condition and prospects are significantly affected by the economic conditions in the UK.

Our financial performance is intrinsically linked to the UK economy and the economic prosperity and confidence of consumers and businesses. The sustainability of the UK economic recovery, along with its associated impacts on our profitability, remains a risk. Conversely, a strengthened UK economic performance may increase the possibility of a higher interest rate environment. In such a scenario, there is a risk that other market participants might offer more competitive product pricing resulting in increased customer attrition.

Adverse changes in EU and global growth may pose the risk of a further slowdown in the UK’s principal export markets which would have an adverse effect on the broader UK economy.

In addition, adverse changes in the credit quality of our borrowers and counterparties or a general deterioration in UK, EU or global economic conditions could reduce the recoverability and value of our assets and require an increase in our level of provisions for bad and doubtful debts. Likewise, a significant reduction in the demand for our products and services could negatively impact our business and financial performance. UK economic conditions and uncertainties may have an adverse effect on the quality of our loan portfolio and may result in a rise in delinquency and default rates. There can be no assurance that we will not have to increase our provisions for loan losses in the future as a result of increases in non-performing loans and/or for other reasons beyond our control. Material increases in our provisions for loan losses and write-offs/charge-offs could have an adverse effect on our operating results, financial condition and prospects. Any related significant reduction in the demand for our products and services could have a material adverse effect on our operating results, financial condition and prospects.

276    Santander UK plc


  Risk factorsRisk elements inTaxation forArticles ofITRANYSEGlossaryContact andForm20-F
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Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us

On 23 June 2016, the UK held a non-binding referendum (the UK EU Referendum) on its membership in the EU, in which a majority voted for the UK to leave the EU. Immediately following the result, the UK and global stock and foreign exchange markets commenced a period of significant volatility, including a steep devaluation of the pound sterling, in addition to which there is now continuing uncertainty relating to the process, timing and negotiation of the UK’s exit from, and future relationship with, the EU.

On 2 October 2016, the UK Prime Minister announced that her government would commence the exit process by the end of March 2017. The UK Supreme Court ruled on 24 January 2017 that commencement of the exit process must be approved by the UK Parliament. On 1 February 2017, the House of Commons voted to give the Prime Minister the power to notify under Article 50(2) of the Treaty on European Union, the UK’s intention to withdraw from the EU. Once the exit process is triggered, a two year period of negotiation will begin to determine the new terms of the UK’s relationship with the EU, after which period its EU membership will cease. These negotiations are expected to run in parallel to standalone bilateral negotiations with the numerous individual countries and multilateral counterparties with which the UK currently has trading arrangements by virtue of its membership of the EU. The timing of, and process for, such negotiations and the resulting terms of the UK’s future economic, trading and legal relationships are uncertain.

While the longer term effects of the UK EU Referendum are difficult to predict, these are likely to include further financial instability and slower economic growth as well as higher unemployment and inflation, in the UK, continental Europe and the global economy, at least in the short to medium term. For instance, the UK could lose access to the single EU market and to the global trade deals negotiated by the EU on behalf of its members and this could affect the attractiveness of the UK as a global investment centre and, as a result, could have a detrimental impact on UK growth. Potential further decreases in interest rates by the Bank of England or sustained low or negative interest rates would put further pressure on our interest margins and adversely affect our profitability and prospects.

The UK EU Referendum has also given rise to calls for certain regions within the UK to preserve their place in the EU by separating from the UK, as well as the potential for other EU Member States to consider withdrawal. For example, the outcome of the UK EU Referendum was not supported by the majority of voters in Scotland, who voted in favour of remaining in the EU. This has revived the political debate on a second referendum on Scottish independence. These developments, or the perception that any of them could occur, may have a material adverse effect on economic conditions and the stability of financial markets, and could significantly reduce market liquidity and restrict the ability of key market participants to operate in certain financial markets (for more information, see the risk factor entitled ‘We are vulnerable to disruptions and volatility in the global financial markets”).

Asset valuations, currency exchange rates and credit ratings may be particularly subject to increased market volatility. The major credit rating agencies have downgraded and changed their outlook to negative on the UK’s sovereign credit rating following the UK EU Referendum. In addition, S&P Global Ratings and Moody’s Investors Service affirmed the long-term credit ratings and changed the ratings outlooks of the operating companies of most major UK banks because of the medium term impact of political and market uncertainty (for more information, see the risk factor entitled ‘An adverse movement in our external credit rating would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations’).

In addition, we are subject to substantial EU-derived regulation and oversight. There is now significant uncertainty as to the respective legal and regulatory environments in which we and our subsidiaries will operate when the UK is no longer a member of the EU, causing potentially divergent national laws and regulations across Europe should EU laws be replaced, in whole or in part, by UK laws on the same (or substantially similar) issues. For example, we are in the process of implementing a number of key restructuring and strategic initiatives, such as the ring-fencing of our retail banking activities, all of which will be carried out throughout this period of significant uncertainty. This may impact the prospects for successful execution and impose additional pressure on management (for more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’). Operationally, we and other financial institutions may no longer be able to rely on the European passporting framework for financial services and could be required to apply for authorisation in multiple EU jurisdictions, the costs, timing and viability of which is uncertain. This uncertainty, and any actions taken as a result of this uncertainty, as well as new or amended rules, may have a significant impact on our operations, profitability and business. In addition, the lack of clarity of the impact of the UK EU Referendum on foreign nationals’ long-term residency permissions in the UK may make it challenging for us to retain and recruit adequate staff, which may adversely impact our business.

The UK political developments described above, along with any further changes in government structure and policies, may lead to further market volatility and changes to the fiscal, monetary and regulatory landscape in which we operate and could have a negative adverse effect on our financing availability and terms and, more generally, on our business, financial condition and results of operation.

We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations

Supervision and new regulation

As a financial services group, we are subject to extensive financial services laws, regulations, administrative actions and policies in the UK, the EU and each other location in which we operate, including in the US. As well as being subject to UK regulation, as part of the Banco Santander group, we are also impacted through regulation by the Banco de España (the Bank of Spain) and, at a corporate level, by the European Central Bank (ECB). The laws, regulations and policies to which we are subject may be changed at any time. In addition, the interpretation and the application of those laws, regulations and policies by regulators are also subject to change. Extensive legislation and implementing regulations affecting the financial services industry have recently been adopted in regions that directly or indirectly affect our business, including Spain, the US, the EU, Latin America and other jurisdictions.

Santander UK plc    277


Annual Report 2016

Other information for US investors

The manner in which financial services laws, regulations and policies are applied to the operations of financial institutions is still evolving. Moreover, to the extent these laws, regulations and policies are implemented inconsistently in the UK, we may face higher compliance costs. Any legislative or regulatory actions and any required changes to our business operations resulting from such laws, regulations and policies as well as any deficiencies in our compliance with such laws, regulations and policies, could result in significant loss of revenue, limit our ability to pursue business opportunities in which we might otherwise consider engaging and limit our ability to provide certain products and services. They may also affect the value of assets that we hold, requiring us to increase our prices and therefore reduce demand for our products, impose additional compliance and other costs on us or otherwise adversely affect our businesses. Accordingly, there can be no assurance that future changes in laws, regulations and policies or in their interpretation or application will not adversely affect us.

During recent periods of market turmoil, there have been unprecedented levels of government and regulatory intervention and scrutiny, and changes to the regulations governing financial institutions and the conduct of business. 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. This intensive approach to supervision is maintained by the Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA).

Recent proposals and measures taken by governmental, tax and regulatory authorities and further future changes in supervision and regulation (in particular in the UK), which are beyond our control, could materially affect our business, the value of assets and operations and result in significant increases in operational costs. Products and services offered by us could also be affected. Changes in UK legislation and regulation to address the stability of the financial sector may also affect our competitive position, particularly if such changes are implemented before international consensus is reached on key issues affecting the industry. Although we work closely with our regulators and continually monitor the situation, future changes in law, regulation, fiscal or other policies can be unpredictable and are beyond our control. 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 our business.

Banking Reform

On 18 December 2013, the Financial Services (Banking Reform) Act (the Banking Reform Act) was enacted. The Banking Reform Act implements the recommendations of the Independent Commission on Banking (ICB) and of the Parliamentary Commission on Banking Standards. Among other things, the Banking Reform Act establishes a ring-fencing framework under the Financial Services and Markets Act 2000 (FSMA) pursuant to which UK banking groups that hold significant retail deposits are required to separate their retail banking activities from their wholesale banking activities by 1 January 2019, establishes a new Payment Systems Regulator (the PSR) and amends the Banking Act 2009 (the Banking Act) to include a bail-in stabilisation power forming part of the special resolution regime (for more information, see the risk factor entitled ‘Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue’).

On 7 July 2016, the PRA published a policy statement (PS20/16) entitled ‘The implementation of ring-fencing: prudential requirements, intragroup arrangements and use of financial market infrastructures’ containing final ring-fencing rules ahead of the implementation date for ring-fencing on 1 January 2019. The PRA expects firms to finalise their ring-fencing plans and highlight any changes as a result of the policy statement to the PRA. The PRA will keep the policy under review to assess whether changes may be required as a result of any regulatory change following the UK’s exit from the EU.

Finally, the Banking Reform Act introduced a new form of transfer scheme, the ring-fencing transfer scheme, under Part VII of FSMA to enable UK banks to implement the ring-fencing requirements. This is a court process that requires (i) the PRA to approve the scheme (in consultation with the FCA); (ii) the appropriate regulatory authority in respect of each transferee to provide a certificate of adequate financial resources in relation to that transferee; and (iii) an independent expert (approved by the PRA, after consultation with the FCA) to provide a scheme report stating whether any adverse effect on persons affected by the scheme is likely to be greater than is reasonably necessary to achieve the ring-fencing purposes of the scheme. The PRA published its final statement of policy on its approach to ring-fencing transfer schemes on 4 March 2016.

The Santander UK group is subject to the ring-fencing requirement under the Banking Reform Act and, as a consequence, the Santander UK group will need to separate its core activities from its prohibited activities. The Santander UK group continues to work closely with regulators on developing its business and operating model to comply with the ring-fencing requirements. In light of the changeable macro-environment, the board of the Company concluded that we could provide greater certainty for our customers with a ‘wide’ ring-fence structure, rather than the ‘narrow’ ring-fence structure originally envisaged as this will also allow us to maintain longer term flexibility. Under this revised model Santander UK plc, the ring-fenced bank, will serve our retail, commercial and corporate customers. Abbey National Treasury Services plc will no longer constitute the non-ring fenced bank and its activities will be revised as part of the new ring-fenced model. We intend to complete the implementation of our ring-fence plans well in advance of the legislative deadline of 1 January 2019. The ring-fencing model that the Santander UK group ultimately implements will depend on a number of factors including economic conditions in the UK and globally and will entail a legal and organisational restructuring of the Santander UK group’s businesses and operations, including transfers of customers and transactions through a ring-fencing transfer scheme. In light of the scale and complexity of this process, the operational and execution risks for the Santander UK group may be material. This restructuring and migration of customers and transactions could have a material impact on how the Santander UK group conducts its business. The Santander UK group is unable to predict with certainty the attitudes and reaction of its customers.

The restructuring of the Santander UK group’s business pursuant to the developing ring-fencing regime will take a substantial amount of time and cost to implement, the separation process and the structural changes which may be required could have a material adverse effect on its business, operating results, financial condition, profitability and prospects.

EU fiscal and banking union

The European banking union is expected to be achieved through new harmonized banking rules (in a single rulebook) and a new institutional framework with stronger systems for both banking supervision and resolution that will be managed at a European level. Its two main pillars are the Single Supervisory Mechanism (SSM) and the Single Resolution Mechanism (SRM).

The SSM (comprising both the ECB and the national competent authorities) is designed to assist in making the banking sector more transparent, unified and safer. On 4 November 2014, the ECB fully assumed its new supervisory responsibilities within the SSM, in particular direct supervision of 127 significant banks (at 2 December 2016) in the eurozone, including Banco Santander SA.

278    Santander UK plc


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Regulation (EU) No. 806/2014 of the European Parliament and the Council of the EU (the SRM Regulation) became effective from 1 January 2015 and establishes uniform rules and a uniform procedure for the resolution of credit institutions and certain investment firms in the framework of the SRM and Single Resolution Fund (SRF). The new Single Resolution Board (SRB), which is the central decision-making body of the SRM fully assumed its resolution powers on 1 January 2016. The SRB is responsible for managing the SRF.

Further, regulations adopted towards achieving a banking and/or fiscal union in the EU and decisions adopted by the ECB in its capacity as Banco Santander SA’s main supervisory authority may have a material impact on our business, financial condition and results of operations and may be impacted by the terms of the UK’s exit from the EU (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’).

European structural reform

On 29 January 2014, the European Commission (Commission) published proposals on structural measures to improve the resilience of EU credit institutions which included potential separation of certain trading activities from retail banking activities and a ban on proprietary trading. The proposal currently contemplates that EU Member States that have already implemented ring-fencing legislation may apply for a derogation from the separation of trading activities provisions included in the proposals if they can satisfy the Commission that such local legislation meets the objectives and requirements set out in the EU proposal. However, the European Parliament and Council are also considering a version of the proposal without the derogation provision. Notwithstanding the possible derogation referred to above, the adoption of this proposal in its current, or in an amended, form may require further changes to our structure and business although as a result of the UK EU Referendum, there is ongoing uncertainty regarding the continuing relevance of EU regulations and reforms in the UK (for more information, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’).

Other regulatory reforms adopted or proposed in the wake of the financial crisis

On 16 August 2012, the EU regulation on over-the-counter (OTC) derivatives, central counterparties and trade repositories, referred to as the European Market Infrastructure Regulation (EMIR) came into force. EMIR introduced a number of requirements, including clearing obligations for certain classes of OTC derivatives, margin requirements for non-centrally cleared derivatives and various reporting and disclosure obligations. Certain details remain to be clarified in the further binding technical standards to be adopted by the Commission, which creates some uncertainty as to the final impact on us, however, the implementation of EMIR has already led and may yet lead to changes which may negatively impact our profit margins, require us to adjust our business practices or increase our costs (including compliance costs).

The revised and re-enacted Markets in Financial Instruments legislation (MiFID) replaces the existing MiFID framework and comprises the Directive 2014/65 of the European Parliament and of the Council, of 15 May 2014 and amending Directive 2002/92/EC and Directive 2011/61/EU (MiFID2) and the Regulation 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No 648/2012 (MiFIR). The substantive provisions of MiFID will be applicable on 3 January 2018 and will introduce an obligation to trade certain classes of OTC derivative contracts on trading venues. Certain details remain to be clarified in further binding technical standards to be adopted by the Commission. Although the full impact of MiFID2 and MiFIR on us is not yet known, MiFID2 and MiFIR may lead to changes which negatively impact our profit margins, require it to adjust its business practices or increase its costs (including compliance costs).

US regulation

In the US, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act) enacted in 2010, has been implemented in part and continues to be implemented by various US federal regulatory agencies. The Dodd-Frank Act, among other things, imposes a new regulatory framework on swap transactions, including swaps of the sort that we enter into, requires regulators to adopt new rules governing the retention of credit risk by securitisers or originators of securitisations and significantly expands the coverage and scope of regulations that limit affiliate transactions within a banking organisation. Over 2012-2015, the US Commodity Futures Trading Commission (the CFTC) and the US Prudential Regulators adopted a host of new regulations for swaps markets, including swap dealer registration, business conduct, mandatory clearing, exchange trading and margin regulations. Most of these regulations are either already effective or will come into effect in 2017. Abbey National Treasury Services plc, which became provisionally registered as a swap dealer with the CFTC on 4 November 2013, is currently subject to these regulations for its US facing swaps activities. These rules have already increased and could continue to increase the costs associated with our swaps business. In addition, certain cross-border regulatory conflicts could adversely affect the profitability of our swaps business by reducing the range of counterparties with which we can trade effectively.

In October 2014, US regulators adopted a joint final rule requiring sponsors of asset-backed securitisation transactions, which would include the Company in relation to its residential mortgage-backed securities programmes, to retain 5% of the credit risk of the assets subject to the securitisation. The rule permits sponsors to satisfy the risk retention requirement through the acquisition and retention of either 5% (measured by fair value) of the most subordinated interest in the securitisation, or 5% (measured by nominal value) of each tranche of interests issued by the securitisation, or some combination of the two. The rule also permits certain exceptions and methods of compliance in respect of specific types of asset-backed securities transactions. The final rule took effect for residential mortgage-backed securities transactions on 24 December 2015, and on 24 December 2016 for other securitisation transactions.

Within the Dodd-Frank Act, the so-called Volcker Rule prohibits ‘banking entities’, including the Santander UK group, from engaging in certain forms of proprietary trading or from sponsoring or investing in certain covered funds, in each case subject to certain exemptions, including exemptions permitting foreign banking entities to engage in trading and fund activities that take place solely outside of the US. The final rules contain exclusions and certain exemptions for market-making, hedging, underwriting, trading in US government and agency obligations as well as certain foreign government obligations, trading solely outside the US, and also permit ownership interests in certain types of funds to be retained. On 10 December 2013, the US bank regulators issued final regulations implementing the Volcker Rule, and the Federal Reserve also issued an order extending the conformance period for all banking entities until 21 July 2015. On 7 July 2016 the US Federal Reserve announced an additional extension of the conformance period that would give banking entities until 21 July 2017 to conform investments in and relationships with covered funds and certain foreign funds that may be subject to the Volcker Rule and that were in place prior to 31 December 2013, and additional extensions may be possible. Banking entities must bring their activities and investments into compliance with the requirements of the Volcker Rule by the end of the applicable conformance period. We have assessed how the final rules implementing the Volcker Rule affect our businesses and have adopted the necessary measures to bring our activities into compliance with the rules.

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Annual Report 2016

Other information for US investors

Each of these aspects of the Dodd-Frank Act, as well as the changes in the US banking regulations, and increased uncertainty surrounding future changes, may directly and indirectly impact various aspects of our business. The full spectrum of risks that the Dodd-Frank Act, including the Volcker Rule, pose to us is not yet known, however, such risks could be material and we could be materially and adversely affected by them.

Competition

In the UK and elsewhere, there is continuing political, competitive and regulatory scrutiny of the banking industry. Political involvement in the regulatory process, in the behaviour and governance of the UK banking sector and in the major financial institutions in which the UK Government has a direct financial interest is likely to continue. Under the Enterprise Regulatory Reform Act 2013 the Office of Fair Trading (OFT) and the Competition Commission were replaced by the Competition and Markets Authority (CMA) on 1 April 2014. The CMA is now the UK’s main competition authority responsible for ensuring that competition and markets work well for consumers. In addition, under the Banking Reform Act, as of 1 April 2015, the FCA has the power to enforce against breaches of the Competition Act 1998 and to refer markets to the CMA for in-depth investigation in the areas of financial services in the UK. As of 1 April 2015, the PSR also has an objective and powers equivalent to those of the FCA to promote competition in the payments industry.

Following a market study and review, the CMA undertook a market investigation into competition in the personal current account and SME retail banking markets. The CMA published its final report on 9 August 2016, which identified features of the markets for the supply of personal current accounts, business current accounts and SME lending that, in combination, are having an adverse effect on competition. The CMA has decided on a comprehensive package of remedies including, among other things, the introduction of requirements to prompt customers to review the services that they receive from their bank at certain trigger points and to promote customer awareness of account switching. The remedial measures will be implemented by orders, undertakings to be given by Bacs, and further work by the FCA and HM Treasury. This will include further work on overdraft charges by the FCA, which remains under political scrutiny.

In addition, the FCA and PSR have recently undertaken, and are currently undertaking, a number of competition related studies and reviews across a number of our businesses. Intervention as a result of these studies and reviews, in addition to regulatory reforms, investigations and court cases affecting the UK financial services industry, could have an adverse effect on our operating results, financial condition and prospects, or our relations with our customers and potential customers.

Financial Crime

There are a number of EU and UK proposals and measures targeted at preventing financial crime (including anti-money laundering (AML) and countering the financing of terrorism (CTF) provisions) which are expected to come into effect in 2017 and 2018.

As part of the EU’s revision of its AML / CTF rules, Directive (EU) No 2015 / 849 (the Fourth EU Money Laundering Directive) and Regulation (EU) No 847 / 2015 (the EU Wire Transfer Regulation) will come into effect on 26 June 2017. The Fourth EU Money Laundering Directive replaces existing Directive (EC) No 60 / 2005 and significantly expands the existing AML / CTF regime applicable to financial institutions by, among other things:

-Increasing the customer due diligence checks required for particular transactions
-Introducing a requirement to take appropriate steps to identify and assess the risks of money laundering and terrorist financing and to have in place policies, controls and procedures to mitigate and manage those risks effectively
-Having EU Member States hold beneficial ownership details on a central register for entities incorporated within their territory
-Applying the UK’s AML / CTF requirements to the branches and majority-owned subsidiaries of financial institutions that are located in non-EEA countries with less strict regimes.

The UK Government has consulted on its implementation of the Fourth EU Money Laundering Directive into national law and the amendments needed to the Persons with Significant Control regime and draft regulations are expected to be published in early 2017 for further consultation before the final rules are issued. However, the EU legislature is currently considering making further amendments to the new directive.

The EU Wire Transfer Regulation replaces the existing Regulation (EC) No 1781 / 2006. This regulation will apply to all transfers of funds in any currency which are sent or received by a payment service provider (PSP) or an intermediary PSP established in the EU, subject to certain exceptions for low-risk and low-value payments. The payer’s PSP is required to ensure that any transfer of funds is accompanied by the identification information prescribed in the regulation and must verify the accuracy of this information from a reliable and independent source. Obligations are also imposed on the payee’s PSP to implement effective procedures to detect whether the information about the payer or payee in the messaging or payment and settlement system is incomplete and to take a risk-based approach to determining whether to execute, reject or suspend a transfer of funds with missing information.

The current draft of the UK Policing and Crime Bill 2015-16 to 2016-17 contains several measures to strengthen the enforcement of financial sanctions including enhanced criminal penalties and the power to impose monetary penalties for breaches of financial sanctions, deferred prosecution agreements and serious crime prevention orders for such breaches and the power to temporarily implement UN financial sanctions in the absence of EU implementing measures. The bill is expected to come into effect in 2017.

The UK Immigration Act 2016 requires banks to conduct immigration checks on their current account holders and report any persons unlawfully present in the UK to the Home Office. The Home Office may require the bank to close the accounts of such individuals as soon as reasonably practicable. The regulations implementing these changes are expected to be published in 2017.

Finally, HM Revenue & Customs has published draft legislation introducing a new offence which will be committed by a corporation which fails to prevent the criminal facilitation of tax evasion by its associated persons (which includes its employees, agents and other persons who perform services for or on behalf of it) regardless of whether the tax is owed in the UK or another country. There is a defence where the corporation has put in place reasonable prevention procedures to prevent its associated persons from facilitating tax evasion or where it is unreasonable to expect such procedures. If an offence is committed, unlimited financial penalties or ancillary orders could be imposed. This new offence forms part of the UK Criminal Finances Bill 2016 / 2017 which is currently being considered by the UK Parliament. This bill amends the UK Proceeds of Crime Act 2002 and will, if passed, contain a further range of provisions targeted at improving the UK Government’s ability to tackle money laundering and corruption, recover the proceeds of crime and counter terrorist financing and will enable the sharing of information between the private sector and enforcement agencies.

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The implementation of the foregoing measures (whether in their current form or as amended) will materially increase our regulatory and compliance burden, particularly if the time frame for implementation is short. The proposed changes will require substantial amendments to our AML / CTF procedures and policies. The changes could adversely impact our business by increasing our operational and compliance costs and reducing the value of our assets and operations. Where the changes have extra-territorial effect, there may be difficulties in ensuring the compliance of entities over which we do not have full control or where the UK rules do not align easily with the local requirements. There is always a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant administrative, regulatory and criminal sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.

EU General Data Protection Regulation

The EU General Data Protection Regulation (the GDPR) will have direct effect in all EU Member States from 25 May 2018 and will replace current EU data privacy laws. Although a number of basic existing principles will remain the same, the GDPR introduces new obligations on data controllers and rights for data subjects, including, among others:

-Accountability and transparency requirements, which will require data controllers to demonstrate and record compliance with the GDPR and to provide more detailed information to data subjects regarding processing
-Enhanced data consent requirements, which includes “explicit” consent in relation to the processing of sensitive data
-Obligations to consider data privacy as any new products or services are developed and limit the amount of information collected, processed, stored and its accessibility
-Constraints on using data to profile data subjects
-Providing data subjects with personal data in a useable format on request and erasing personal data in certain circumstances
-Reporting of breaches without undue delay (72 hours where feasible)

The GDPR also introduces new fines and penalties for a breach of requirements, including fines for serious breaches of up to the higher of 4% of annual worldwide turnover or20m and fines of up to the higher of 2% of annual worldwide turnover or10m (whichever is highest) for other specified infringements. The GDPR identifies a list of points to consider when imposing fines (including the nature, gravity and duration of the infringement).

The implementation of the GDPR will require substantial amendments to our procedures and policies. The changes could adversely impact our business by increasing our operational and compliance costs. Further, there is a risk that the measures will not be implemented correctly or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures, we could face significant administrative and monetary sanctions as well as reputational damage which may have a material adverse effect on our operations, financial condition and prospects.

Further reforms to the mortgage lending market could require significant implementation costs or changes to our business strategy

The FCA Mortgage Market Review (MMR), which came into force on 26 April 2014, required us to implement a number of material changes to our mortgages sales process, including in respect of the terms of provision of advice in nearly all scenarios and significantly enhanced affordability assessment and evidencing. The new rules also permitted interest-only loans. The FCA continues to assess firms’ implementation of the rules introduced as a result of the MMR and commenced a review of responsible lending practices in April 2015. The FCA published the results of its responsible lending review in May 2016. In December 2016, the FCA published terms of reference for a market study into competition in the mortgages sector, which will focus on consumers’ ability to make effective decisions and whether commercial arrangements between lenders, brokers and other players lead to conflicts of interest or misaligned incentives to the detriment of consumers. The FCA aims to publish its interim report setting out its preliminary conclusions and any proposed solutions to address any concerns identified in summer 2017, with the final report due in early 2018. There can be no assurance that we will not be required to make any future changes to our mortgage lending business, whether as a result of the MMR or other mortgage lending reforms, and that such changes would not materially and adversely affect us.

We are exposed to risk of loss from legal and regulatory proceedings

We face various issues that may give rise to risk of loss from legal and regulatory proceedings. These issues could include inappropriately dealing with potential conflicts of interest or failing to comply with legal and regulatory requirements and could result in claims against us or subject us to regulatory enforcement actions, fines and/or penalties. The current regulatory environment, with its increased supervisory focus and associated enforcement activity, combined with uncertainty about the evolution of the regulatory regime, may lead to material operational and compliance costs. These include the risk that:

-The Bank of England (BoE), the PRA and the FCA, HM Treasury, HM Revenue & Customs (HMRC), the CMA, the Commission, the Information Commissioner’s Office, the Financial Ombudsman Service (FOS), the PSR or the courts, may determine that certain aspects of our business have not been or are not being conducted in accordance with applicable laws or regulations, or, in the case of the FOS, with what is fair and reasonable in the FOS’s opinion
-Given the new concurrent competition enforcement powers for the FCA and PSR, there is an increased focus on competition law in financial services which may increase the likelihood of competition law inquiries or investigations
-The alleged misselling of financial products, such as Payment Protection Insurance (PPI), including as a result of having sales practices and/or rewards structures that are deemed to have been inappropriate, results in enforcement action (including fines) or requires us to amend sales processes, withdraw products or provide restitution to affected customers, all of which may require additional provisions to be recorded in our financial statements and could adversely impact future revenues from affected products
-We hold bank accounts for entities that might be or are subject to scrutiny from various regulators, including the UK’s Serious Fraud Office and regulators in the US and elsewhere. We are not currently subject to any investigation as a result of any such scrutiny, but cannot exclude the possibility of our conduct being reviewed as part of any such investigation
-We may be liable for damages to third parties harmed by the conduct of our business. For competition law, there are efforts by governments across Europe to promote private enforcement as a means of obtaining redress for harm suffered as a result of competition law breaches. Consequently, since 1 October 2015 under the Consumer Rights Act class actions may be used to allow the claims of a whole class of claimants into a single action in both follow-on and standalone competition cases.

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We are from time to time subject to certain claims and party to certain legal proceedings brought by private individuals or regulators in the normal course of our business, including in connection with our lending activities, relationships with our employees and other commercial or tax matters. These can be brought against us under UK regulatory processes or in the UK courts, or under regulatory processes in other jurisdictions, such as the EU and the US, where some Santander UK group entities operate. In view of the inherent difficulty of predicting the outcome of legal matters and regulatory actions, particularly where the claimants seek very large or indeterminate damages, or where the cases present novel legal theories, involve a large number of parties or are in the early stages of discovery, we cannot state with confidence what the eventual outcome of these pending matters will be or what the eventual loss, fines and/or penalties related to each pending matter may be and these pending matters are not disclosed by name because they are under assessment. We believe that we have made adequate provisions related to these various claims and legal proceedings where we are reasonably able to estimate them. These provisions are reviewed periodically. However, in light of the uncertainties involved in such claims and proceedings, there can be no assurance that the ultimate resolution of these matters will not exceed the provisions currently accrued by us. As a result, the outcome of a particular matter may be material to our operating results for a particular period, depending upon, among other factors, the size of the loss or liability imposed and our level of income for that period.

The FCA carries out regular and frequent firm-specific and thematic reviews of the conduct of business by financial institutions including banks. An adverse finding by a regulator could result in the need for extensive changes in systems and controls, business policies, and practices coupled with suspension of sales, withdrawal of services, customer redress, fines and reputational damage.

Failure to manage the foregoing risks adequately could have a material adverse effect on our reputation, operating results, financial condition and prospects.

Potential intervention by the FCA, the PRA, the CMA or an overseas regulator may occur, particularly in response to customer complaints

The PRA and the FCA continue to have an outcome-focused regulatory approach. This involves proactive intervention, investigation and enforcement, and punitive penalties for infringement. As a result, we and other PRA-authorised or FCA-authorised firms continue to face increased regulatory scrutiny (resulting in increasing costs including supervision fees), and in the event of a breach of relevant law or regulation, we are likely to face stringent penalties.

The developing legal and regulatory regime in which we operate requires us to be compliant across all aspects of our business, including the training, authorisation and supervision of personnel, systems, processes and documentation. If we fail to be compliant with relevant law or regulation, there is a risk of an adverse impact on our business from more proactive regulatory intervention (including by any overseas regulator which establishes jurisdiction), investigation and enforcement activity leading to sanctions, fines or other action imposed by or agreed with the regulatory authorities, as well as increased costs associated with responding to regulatory inquiries and defending regulatory actions. Customers of financial services institutions, including our customers, may seek redress if they consider that they have suffered loss for example as a result of the misselling of a particular product, or through incorrect application of the terms and conditions of a particular product or in connection with a competition law infringement.

In particular, the FCA has operational objectives to protect consumers and to promote competition, and it is taking an interventionist approach in its increasing scrutiny of product terms and conditions and monitoring compliance with competition law. FSMA (as amended by the FS Act) gives the FCA the power to make temporary product intervention rules either to improve a firm’s systems and controls in relation to product design, product management and implementation, or to address problems identified with products which may potentially cause significant detriment to consumers because of certain product features or firms’ flawed governance and distribution strategies. Such rules may prevent firms from entering into product agreements with consumers until such problems have been rectified. Since April 2015 the FCA (and the PSR) also has concurrent competition law enforcement powers. This is in addition to the CMA, the UK’s main competition authority, and the Commission which continue to have jurisdiction, respectively, to enforce competition law infringements in the UK or which have an effect on trade between EU Member States. Following a report by the National Audit Office, the CMA has stated it will seek to shift its focus toward enforcement of competition law breaches. As a result, the UK financial services sector now operates in an environment of heightened competition law scrutiny. Under the Financial Services Act 2010, the FCA also has the power to impose its own customer redress scheme on authorised firms, including us, if it considers that consumers have suffered loss or damage as a consequence of a regulatory failing, including misselling.

In recent years there has been FCA focus on the misselling of PPI. In November 2015, the FCA issued a consultation paper (CP15/39) outlining its proposed approach to PPI in light of the 2014 decision of the Supreme Court in Plevin v Paragon Personal Finance Ltd (Plevin) and its proposal to set a two year deadline for PPI claims. In Plevin, the Supreme Court ruled that a failure to disclose a large commission payment on a single premium PPI policy sold in connection with a secured personal loan made the relationship between the lender and the borrower unfair under section 140A of the Consumer Credit Act 1974. We applied our interpretation of the proposed rules and guidance in CP15/39 to our assumptions, and made a £450m provision charge in December 2015, notwithstanding the ongoing nature of the consultation. New legislation was introduced in 2015 which has the effect of restricting the corporation tax deductibility for a large proportion of this cost (for more information see the risk factor entitled ‘Changes in taxes and other assessments may adversely affect us’). In August 2016, the FCA issued feedback on CP15/39 and commenced a further consultation on amendments to the proposed rules and guidance set out in CP15/39, addressing (among other things) the inclusion of profit share in the FCA’s proposed approach to the assessment of fairness and redress and the extension of the deadline for making PPI-related complaints to the end of June 2019. On 9 December 2016, the FCA announced that it was carefully considering the issues raised by the consultation and would make a further announcement in the first quarter of 2017. It is not clear what impact the delay in the FCA’s response will have on the overall timetable for implementation of the new rules and guidance and the two year deadline. In 2016, we made additional provision charges of £30m for a specific portfolio under a past business review and £114m for future PPI related claims costs and Plevin profit share arising from our interpretation of the August 2016 consultation feedback. We continue to consider the impact of proposed amendments on our PPI complaint liabilities, although it is not possible to determine at this time the nature or extent of that impact.

The ultimate financial impact on us of the claims arising from PPI complaints is still uncertain and will depend on a number of factors, including the impact of the Supreme Court’s decision in Plevin, the nature and content of the FCA’s final rules and/or guidance arising from CP15/39, changes to FOS’ approach to handling customer complaints (if any), the rate at which new complaints arise, the length of any complaints, the content and quality of the complaints (including the availability of supporting evidence) and the average uphold rates and redress costs. We can make no assurance that expenses associated with PPI complaints will not exceed the provisions made relating to these claims. More generally, we can make no assurance that estimates for potential liabilities, based on the key assumptions used, are correct, and the reserves taken as a result may prove inadequate. If additional expenses that exceed provisions for PPI liabilities or other provisions were to be incurred, these expenses could have a material adverse effect on our operating results, financial condition and prospects.

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For further information about the provisions for PPI complaint liabilities and other conduct remediation, see Note 33 to the Consolidated Financial Statements. The above may be relevant to any future industry-wide misselling or other infringement that could affect our businesses. Any such issues may lead from time to time to: (i) significant costs or liabilities; and (ii) changes in the practices of such businesses which benefit customers at a cost to shareholders. Decisions taken by the FOS (or any equivalent overseas regulator that has jurisdiction) could, if applied to a wider class or grouping of customers, have a material adverse effect on our operating results, financial condition and prospects.

The Financial Services and Markets Act 2000 (Designated Consumer Bodies) Order 2013 (the Designated Consumer Bodies Order) was made on 16 December 2013 and came into force on 1 January 2014. The Designated Consumer Bodies Order designates the National Association of Citizens Advice Bureaux, the Consumers’ Association, the General Consumer Council for Northern Ireland and the National Federation of Self Employed and Small Businesses as consumer bodies that may submit a ‘super-complaint’ to the FCA. A ‘super-complaint’ is a complaint made by any of these designated consumer bodies to the FCA on behalf of consumers of financial services where it considers that a feature, or a combination of features, of the market for financial services in the UK is seriously damaging the interests of these customers. Complaints about damage to the interests of individual consumers will continue to be dealt with by the FOS. If a ‘super-complaint’ were to be made against a Santander UK group entity by a designated consumer body under the Designated Consumer Bodies Order, any response published or action taken by the FCA could have a material adverse effect on our operating results, financial condition and prospects.

Given the (i) requirement for compliance with an increasing volume of relevant law and regulation; (ii) more proactive regulatory intervention and enforcement and more punitive sanctions and penalties for infringement; (iii) inherent unpredictability of litigation; and (iv) evolution of the jurisdiction of FOS and related impacts, it is possible that related costs or liabilities could have a material adverse effect on our operating results, financial condition and prospects.

The Banking Act may adversely affect our business

The special resolution regime set out in the Banking Act provides HM Treasury, the BoE, the PRA and the FCA (and their successor bodies) with a variety of powers for dealing with UK deposit taking institutions (and, in certain circumstances, their holding companies) 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. In addition, pursuant to amendments made to the Banking Act, which came into force on 1 August 2014, provision has been made for various tools to be used in respect of a wider range of UK entities, including investment firms and certain banking group companies, provided that certain conditions are met.

If an instrument or order were made under the Banking Act in respect of the Company or another Santander UK group entity, such instrument or order (as the case may be) may, among other things: (i) result in a compulsory transfer of shares or other securities or property of the Company or such other entity; (ii) impact on the rights of the holders of shares or other securities in the Company or such other entity or result in the nullification or modification of the terms and conditions of such shares or securities; or (iii) result in the de-listing of the shares and/or other securities of the Company or such other entity in the Santander UK group. In addition, such an order may affect matters in respect of the Company or such other entity and/or other aspects of the shares or other securities of the Company or such other entity in the Santander UK group, which may negatively affect the ability of the Company or such other entity to meet its obligations in respect of such shares or securities.

Further, amendments to the Insolvency Act 1986 and secondary legislation have introduced changes to the treatment and ranking of certain debts with the result that certain eligible deposits will rank in priority to the claims of ordinary (i.e. non-preferred) unsecured creditors in the event of an insolvency. This may negatively affect the ability of the Company or another Santander UK group entity to meet its obligations in respect of its unsecured creditors in an insolvency scenario.

Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue

The Banking Reform Act as of 31 December 2014 amended the Banking Act to introduce a UK ‘bail-in power’. On 6 May 2014, the Council adopted the EU Bank Recovery and Resolution Directive (BRRD), which contains a similar bail-in power and requires EU Member States to provide resolution authorities with the power to write down the claims of unsecured creditors of a failing institution and to convert unsecured claims to equity (subject to certain parameters). The UK Government decided to implement the BRRD bail-in power from 1 January 2015. The new PRA and FCA rules and supervisory statements took effect from 19 January 2015, with the exception of the rules that require a contractual clause recognising bail-in powers in foreign law liabilities. These rules were phased in, with the first phase, which applies to debt instruments, having commenced on 19 February 2015. The second phase, which applies to all other relevant liabilities commenced on 1 January 2016.

The UK bail-in power is an additional power available to the UK resolution authorities under the special resolution regime provided for in the Banking Act to enable them to recapitalise a failed institution by allocating losses to such institution’s shareholders and unsecured creditors, subject to the rights of such shareholders and unsecured creditors to be compensated under a bail-in compensation order, which is based on the principle that such creditors should receive no less favourable treatment than they would have received had the bank entered into insolvency immediately before the coming into effect of the bail-in power. The bail-in power includes the power to cancel or write down (in whole or in part) certain liabilities or to modify the terms of certain contracts for the purposes of reducing or deferring the liabilities of a relevant institution under resolution and the power to convert certain liabilities into shares (or other instruments of ownership) of the relevant institution. The conditions for use of the UK bail-in power are generally that (i) the regulator determines the relevant institution is failing or likely to fail; (ii) it is not reasonably likely that any other action can be taken to avoid such relevant institution’s failure; and (iii) the relevant UK resolution authority determines that it is in the public interest to exercise the bail-in power. Certain liabilities are excluded from the scope of the bail-in powers, including liabilities to the extent that they are secured.

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According to the Banking Act, as well as similar principles in the BRRD, the relevant UK resolution authority should have regard to the insolvency treatment principles when exercising the UK bail-in power. The insolvency treatment principles are that (i) the exercise of the UK bail-in power should be consistent with treating all liabilities of the bank in accordance with the priority that they would enjoy on a liquidation; and (ii) any creditors who would have equal priority on a liquidation should bear losses on an equal footing with each other. HM Treasury may, by order, specify further matters or principles to which the relevant UK resolution authority must have regard when exercising the UK bail-in power. These principles may be specified in addition to, or instead of the insolvency treatment principles. If the relevant UK resolution authority departs from the insolvency treatment principles when exercising the UK bail-in power, it must report to the Chancellor of the Exchequer stating the reasons for its departure.

The bail-in power under the Banking Act and the BRRD may potentially be exercised in respect of any unsecured debt securities issued by a financial institution under resolution or by a relevant member of the Santander UK group, regardless of when they were issued. Accordingly, the bail-in power under the Banking Act and the BRRD could be exercised in respect of our debt securities. We expect that public financial support would only be used as a last resort after having assessed and exploited, to the maximum extent practicable, the resolution tools including the bail-in tool, and the occurrence of circumstances in which bail-in powers would need to be exercised in respect of us would likely have a negative impact on our business.

The BRRD also contains a mandatory write down power which requires EU Member States to grant powers to resolution authorities to recapitalise institutions and/or their EEA parent holding companies that are in severe financial difficulty or at the point of non-viability by permanently writing down Tier 1 and Tier 2 capital instruments issued by such institutions and/or their EEA parent holding companies, or converting those capital instruments into shares (or other instruments of ownership). The mandatory write down provision has been implemented in the UK through the Banking Act. Before taking any form of resolution action or applying any resolution power set out in the BRRD, the UK resolution authorities have the power (and are obliged when specified conditions are determined to have been met) to write down, or convert Tier 1 and Tier 2 capital instruments issued by the relevant institution into CET1 capital instruments before, or simultaneously with, the entry into resolution of the relevant entity. These measures could be applied to certain of our debt securities. The occurrence of circumstances in which write down powers would need to be exercised in respect of us would be likely to have a negative impact on our business.

In contrast to the creditor protections afforded in the event of the bail-in powers being exercised, holders of capital instruments will not be entitled to the ‘no creditor worse off’ protections under the Banking Act in the event that their capital instruments are written down or converted to equity under the mandatory write-down tool (unless the mandatory write-down tool were to be used alongside a bail-in). Furthermore, in circumstances where capital instruments are converted into equity securities by application of the mandatory write-down tool, those equity securities may be subjected to the bail-in powers in resolution, resulting in their cancellation, significant dilution or transfer away from the investors therein. Lastly, the BRRD provides for resolution authorities to have the power to require institutions and groups to make structural changes to ensure legal and operational separation of ‘critical functions’ from other functions where necessary, or to require institutions to limit or cease existing or proposed activities in certain circumstances. As a result of changes to the PRA Rulebook made to implement the BRRD, the Company is now required to identify such ‘critical functions’ as part of its resolution and recovery planning. If used in respect of us, these ex ante powers could have a negative impact on our business.

We are subject to regulatory capital and leverage requirements that could limit our operations, and changes to these requirements may further limit and adversely affect our operating results, financial condition and prospects

We are subject to capital adequacy requirements applicable to banks and banking groups under directly applicable EU legislation and as adopted by the PRA. We are required to maintain a minimum ratio of Common Equity Tier 1 (CET1) capital to risk-weighted assets, Tier 1 capital to risk-weighted assets, total capital to risk-weighted assets and Tier 1 capital to total adjusted assets for leverage monitoring purposes. Any failure by us to maintain such ratios above prescribed regulatory minimum levels may result in administrative actions or sanctions. These could potentially include requirements on us to cease all or certain lines of new business, to raise new capital resources or, in certain circumstances, a requirement for our existing capital instruments (potentially including our debt securities) to be subjected to bail-in or write down (for more information, see the risk factor entitled ‘Bail-in and write down powers under the Banking Act and the BRRD may adversely affect our business and the value of securities we may issue’).

The Capital Requirements Directive IV (CRD IV Directive) and the Capital Requirements Regulation (CRR Regulation and together with the CRD IV Directive, CRD IV) implemented changes proposed by the Basel Committee on Banking Supervision (the Basel Committee) to the capital adequacy framework, known as ‘Basel III’ in the EU. The CRR Regulation is directly applicable in each EU Member State and does not therefore require national implementing measures, whilst the CRD IV Directive has been implemented by EU Member States through national legislative processes. CRD IV came into effect on 1 January 2014, with particular requirements expected to be fully effective by 2019. On 19 December 2013, the PRA published the initial version of its rules and supervisory statements associated with the implementation of CRD IV, which cover prudential rules for banks, building societies and investment firms. Binding technical standards adopted by the Commission have also impacted CRD IV requirements.

Under the ‘Pillar 2’ framework, the PRA requires the capital resources of UK banks to be maintained at levels which exceed the base capital requirements prescribed by CRD IV and to cover relevant risks in their business. In addition, a series of capital buffers have been established under CRD IV and PRA rules to ensure a bank can withstand a period of stress. These buffers, which must be met by CET1 capital, include the countercyclical capital buffer, sectoral capital requirements, a PRA buffer and the capital conservation buffer. The total size of the capital buffers will be informed by the results of the annual concurrent UK stress testing exercises. The BoE’s approach to stress testing the UK banking system was outlined in October 2015. The BoE is aiming to develop an approach that is explicitly countercyclical, with the severity of the stress test and the associated regulatory capital buffers varying systematically with the state of the financial cycle. Furthermore, the framework is aiming to support a continued improvement in UK banks’ risk management and capital planning capabilities, and the BoE expects participating UK banks to demonstrate sustained improvements in their capabilities over time. The PRA can take action if a bank fails to meet the required capital ratio hurdle rates in the stress testing exercise, and the banks which fail to do so will be required to take action to strengthen their capital position over an appropriate timeframe. If a bank does not meet expectations in its risk management and capital planning capabilities in the stress testing exercise, this may inform the setting of its capital buffers. Though the results of the PRA’s 2016 stress test did not impact on the level of capital that we are required to hold, the PRA could, in the future, as a result of stress testing exercises (both in the UK and EU wide) and as part of the exercise of UK macro-prudential capital regulation tools, or through supervisory actions (beyond the changes described below), require UK banks and banking groups, including us, to increase our/their capital resources further.

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The Financial Services Act 2012 (the FS Act) empowers the Financial Policy Committee of the BoE (FPC), which is a sub-committee of the Court of Directors of the BoE, to give directions to the PRA and the FCA so as to ensure implementation of macroprudential measures intended to manage systemic risk. For the UK, the FPC sets the countercyclical capital buffer rate on a quarterly basis. At its most recent meeting in September 2016, the FPC announced that the countercyclical capital buffer rate would remain at 0% until at least June 2017.

The FS Act also provides the FPC with certain other macro-prudential tools for the management of systemic risk. In July 2015, the FPC made certain directions to the PRA in relation to the leverage ratio. Since January 2016, all major UK banks and banking groups (including us) have been required to hold enough Tier 1 capital (75% of which must be CET1 capital) to satisfy a minimum leverage requirement of 3% and enough CET1 capital to satisfy a countercyclical leverage ratio buffer of 35% of each bank’s institution-specific countercyclical capital buffer rate. The FPC also directed the PRA to require UK globally systemically important banks (G-SIBs) and domestically systemically important banks, building societies and PRA-regulated investment firms (including us) to hold enough CET1 capital to meet a supplementary leverage ratio buffer of 35% of the institution-specific G-SIB buffer rate or Systemic Risk Buffer (SRB) for domestically systemically important banks. The supplementary leverage ratio buffer was implemented on 1 January 2016, in line with the G-SIB buffer rate imposed by the Financial Stability Board (FSB), with the SRB to be applicable from 1 January 2019. The FPC finalised and published its SRB framework on 25 May 2016. Systemic importance is measured using the total assets of ring-fenced bank sub-groups in scope of the SRB, with higher SRB rates applicable as total assets increase. In December 2016, the PRA published its statement of policy on the SRB relevant to ring-fenced bodies. The PRA will review its statement of policy in 2018, following the review of the FPC’s SRB framework. The FPC can also direct the PRA to adjust capital requirements in relation to particular sectors through the imposition of sectoral capital requirements. Action taken in the future by the FPC in exercise of any of its powers could result in the regulatory capital requirements applied to us being increased.

Regulators in the UK and worldwide have also proposed that additional loss absorbency requirements should be applied to systemically important institutions to ensure that there is sufficient loss absorbing and recapitalisation capacity available in resolution. The BRRD requires that EU Member States ensure that EU banks meet a Minimum Requirement for Eligible Liabilities (MREL). The BRRD was transposed into UK law in January 2015, with the provisions on MREL taking effect from 1 January 2016. On 11 December 2015, the BoE published a consultation paper on its proposed statement of policy on its approach to setting MREL. On 9 November 2015, the FSB published its final Total Loss-Absorbing Capital (TLAC) standards for G-SIBs. The BoE has indicated that it will set MREL on a case-by-case basis, and that it intends to set MREL for G-SIBs as necessary to implement the TLAC standard. The BoE has also indicated that it intends to set consolidated MREL no higher than institutions’ current regulatory minimum capital requirements and consequently there should be no immediate change in regulatory requirements for loss absorbency capacity. For most institutions, the BoE proposes to set a final MREL conformance date of 1 January 2020, although it expects UK G-SIBs to meet the interim TLAC minimum requirement by 1 January 2019. In November 2016, the BoE published its responses to the consultation and the PRA published a statement of policy in relation to MREL. A key change to the BoE’s policy on MREL is that firms will now be required to meet the interim MREL requirements by 1 January 2020 and to meet full MREL requirements by 1 January 2022. The BoE expects to conduct a review of its general approach to calibrating MREL and to set the final transition date by the end of 2020.

In addition, since 31 December 2014, the PRA has had the power under the FSMA to make rules requiring a parent undertaking of a bank to make arrangements to facilitate the exercise of resolution powers, including a power to require a group to issue debt instruments. Such powers could have an impact on the liquidity of our debt instruments and could materially increase our cost of funding. Since 1 January 2014, we have also been subject to certain recovery and resolution planning requirements (popularly known as ‘living wills’) for banks and other financial institutions as set out in the PRA Rulebook. These requirements were updated in January 2015 to implement the recovery and resolution framework under the BRRD. The updated requirements impose more regular and detailed reporting obligations, including the requirement to submit recovery plans and resolution packs to the PRA and to keep them up to date.

In addition to the above, regulators in the UK and worldwide have produced a range of proposals for future legislative and regulatory changes which could force us to comply with certain operational restrictions or take steps to raise further capital, or could increase our expenses, or otherwise adversely affect our operating results, financial condition and prospects. These changes, which could affect the Santander UK group as a whole, include the EU implementation of the Basel Committee’s new market risk framework, which reflects rules made as a result of the Basel Committee’s fundamental review of the trading book. Other proposed changes to the capital framework include:

-Revisions to the standardised approach to credit risk (Standardised Approach) to address certain weaknesses identified by the Basel Committee
-Additional constraints on the use of internal model approaches for credit risk
-The development of the Standardised Approach-based floor on modelled credit risk capital requirements.

The Basel Committee has also announced proposals to revise the measurement approach for operational risk and plans to finalise the calibration and design of the leverage ratio in 2017. The Basel Committee’s consultation paper on proposed revisions to the leverage ratio framework closed on 6 July 2016.

The foregoing measures could have a material adverse effect on our operating results, and consequently, on our business, financial condition and prospects. There is a risk that changes to the UK’s capital adequacy regime (including any increase to minimum leverage ratios) may result in increased minimum capital requirements, which could reduce available capital for business purposes and thereby adversely affect our cost of funding, profitability and ability to pay dividends, continue organic growth (including increased lending), or pursue acquisitions or other strategic opportunities (alternatively we could restructure our balance sheet to reduce the capital charges incurred pursuant to the PRA’s rules in relation to the assets held, or raise additional capital but at increased cost and subject to prevailing market conditions). In addition, changes to the eligibility criteria for Tier 1 and Tier 2 capital may affect our ability to raise Tier 1 and Tier 2 capital and impact the recognition of existing Tier 1 and Tier 2 capital resources in the calculation of our capital position. Furthermore increased capital requirements may negatively affect our return on equity and other financial performance indicators.

Our business could be affected if our capital is not managed effectively or if these measures limit our ability to manage our balance sheet and capital resources effectively or to access funding on commercially acceptable terms. Effective management of our capital position is important to our ability to operate our business, to continue to grow organically and to pursue our business strategy. For more on our capital position and capital management, see ‘Risk review - Capital risk’ on pages 106 to 109.

Santander UK plc    285


Annual Report 2016

Other information for US investors

Liquidity and funding risks are inherent in our business and could have a material adverse effect on us

Liquidity risk is the risk that we, although solvent, either do not have available sufficient financial resources to meet our 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 we implement 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. Continued constraints in the supply of liquidity, including inter-bank lending, which arose between 2009 and 2013, materially and adversely affected the cost of funding our business. There can be no assurance that such constraints will not reoccur. Extreme liquidity constraints may affect our operations and our ability to fulfil regulatory liquidity requirements, as well as limit growth possibilities. Disruption and volatility in the global financial markets could have a material adverse effect on our ability to access capital and liquidity on financial terms acceptable to us.

Changes in our credit spreads can significantly increase the cost of our funding and changes may be influenced by market perceptions of our creditworthiness. Changes to our credit spreads occur continuously and may be unpredictable and highly volatile. If wholesale markets financing ceases to become available, or becomes excessively expensive, we may be forced to raise the rates we pay on deposits, with a view to attracting more customers, and/or to sell assets, potentially at depressed prices. The persistence or worsening of these adverse market conditions or an increase in base interest rates could have a material adverse effect on our ability to access liquidity and cost of funding (whether directly or indirectly).

In response to the financial crisis, central banks around the world, including the US Federal Reserve Bank and the ECB, 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 ensuring that currency swaps markets remain liquid. It remains uncertain for how long such measures will remain in place and to what extent they may be added to in the light of economic developments. In addition to the BoE Base Rate cut on 4 August 2016, the Bank of England announced a quantitative easing programme to purchase £70bn of assets, comprising £10bn of corporate bonds and £60bn of gilts. In December 2016 the ECB announced an extension to their quantitative easing programme until the end of 2017, albeit with a scaled down monthly volume of purchases from April 2017 of60bn (from80bn). If these current facilities were rapidly removed or significantly reduced, this could have an adverse effect on our ability to access liquidity and on our funding costs. In the United States (US), the Federal Reserve increased its short-term interest rate by 25 basis points in December 2016 and is forecasting three further interest rate increases in 2017.

In October 2013, the BoE updated its Sterling Monetary Framework to provide more transparent liquidity insurance support in exceptional circumstances. The Indexed Long-Term Repo Facility will now be available to support regular bank requirements for liquidity while the Discount Window Facility has been reinforced as support for banks experiencing idiosyncratic stress. The Collateralised Term Repo Facility will be made available to support markets in the event of a market wide liquidity stress. Further, on 4 August 2016, the Bank of England announced the Term Funding Scheme (TFS), which allows participants to borrow central bank reserves in exchange for eligible collateral. The drawdown period under the TFS will run from 19 September 2016 to 28 February 2018. The TFS is being made available to banks and building societies that are participants in the Bank of England’s Sterling Monetary Framework and signed up to the Discount Window Facility. At 31 December 2016, we had drawn £4.5bn under the TFS. In addition to the TFS, we participated in the Funding for Lending Scheme (FLS). At 31 December 2016, we had drawn £3.2bn of UK treasury bills under the FLS. The availability of the BoE facilities described above for UK financial institutions, to the extent that they provide us with access to cheaper and more attractive funding than other sources, reduces our reliance on retail and/or wholesale markets. To the extent that we make use of these BoE facilities, any significant reduction or withdrawal of those facilities would increase our funding costs.

Each of the factors described above (the persistence or worsening of adverse market conditions, and the lack of availability, or withdrawal, of such central bank schemes or an increase in base interest rates) could have a material adverse effect on our liquidity and the cost of funding (whether directly or indirectly).

Further, we aim for a funding structure that is consistent with our assets, avoids excessive reliance on short-term wholesale funding, attracts enduring commercial deposits and provides diversification in products and tenor. We therefore rely, and will continue to rely, on commercial deposits to fund a significant proportion of lending activities. The ongoing availability of this type of funding is sensitive to a variety of factors outside our control, such as general economic conditions and the confidence of commercial depositors in the economy, in general and in the financial services industry, and the availability and extent of deposit guarantees, as well as competition between banks for deposits or competition with other products, such as mutual funds. A change in any of these factors could significantly increase the amount of commercial deposit withdrawals in a short period of time, thereby reducing our ability to access commercial deposit funding on appropriate terms, or at all, in the future.

We anticipate that our customers will continue to make deposits (particularly demand deposits and short-term time deposits), and we intend to maintain our emphasis on the use of banking deposits as a source of funds. The short-term nature of some deposits could cause liquidity problems for us in the future if deposits are not made in the volumes we expect or are not renewed. If a substantial number of our depositors withdraw their demand deposits or do not roll over their time deposits upon maturity, we may be materially and adversely affected. For additional information about our liquidity position and other liquidity matters, including the policies and procedures we use to manage our liquidity risks, see ‘Risk review – Liquidity risk’ on pages 90 to 105.

A sudden or unexpected shortage of funds in the banking system could threaten the stability of the banking system and lead to increased funding costs, a reduction in the term of funding instruments or require us to liquidate certain assets. If these circumstances were to arise, this could have a material adverse effect on our operating results, financial condition and prospects.

We are subject to liquidity requirements that could limit our operations, and changes to these requirements may further limit and adversely affect our operating results, financial condition and prospects

The PRA has responsibility for the micro-prudential regulation of banks and certain other financial institutions. In June 2015, the PRA issued its policy statement on the transfer of the liquidity regime to the CRD IV standard, confirming that the existing regime under BIPRU 12 would cease to apply with effect from 1 October 2015, although certain of the BIPRU requirements are reflected in the new regime.

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Under CRD IV, banks are, or under transitional measures will be, required to meet two new liquidity standards, consisting of the Liquidity Coverage Ratio (LCR) and the Net Stable Funding Ratio (NSFR) metrics, which are aimed to promote:

-The short-term resilience of banks’ liquidity risk profiles by ensuring they have sufficient high-quality liquid assets to survive a significant stress scenario
-A longer-term resilience by creating incentives for banks to fund their activities with more stable sources of funding on an ongoing basis.

LCR

The LCR is intended to ensure that a bank maintains an adequate level of unencumbered, high quality liquid assets which can be used to offset the net cash outflows the bank could encounter under a short-term significant liquidity stress scenario. The LCR was introduced in the UK on 1 October 2015. The PRA has opted to impose higher liquidity coverage requirements than the minimum required by CRD IV during the phase-in period to 1 January 2018. The current minimum requirement for UK banks is set at 90% from 1 January 2017 and rising to 100% from 1 January 2018. Our current liquidity position is in excess of the minimum requirements set by the PRA, however there can be no assurance that future changes to the applicable liquidity requirements would not have an adverse effect on our financial performance.

NSFR

In October 2014, the Basel Committee published its final standard of the NSFR which will take effect on 1 January 2018. The NSFR is defined as the amount of available stable funding relative to the amount of required stable funding. Banks are expected to hold an NSFR of at least 100% on an ongoing basis and report its NSFR at least quarterly. Ahead of its planned implementation on 1 January 2018, the NSFR will remain subject to an observation period.

There is a risk that implementing and maintaining existing and new liquidity requirements, such as through enhanced liquidity risk management systems, may incur significant costs, and more stringent requirements to hold liquid assets may materially affect our lending business as more funds may be required to acquire or maintain a liquidity buffer, thereby reducing future profitability. This could in turn adversely impact our operating results, financial condition and prospects.

Exposure to UK Government debt could have a material adverse effect on us

Like many other UK banks, we invest in debt securities of the UK Government largely for liquidity purposes. At 31 December 2016, approximately 1% of our total assets and 35% of our securities portfolio were comprised of debt securities issued by the UK Government. Any failure by the UK Government to make timely payments under the terms of these securities, or a significant decrease in their market value, will have a material adverse effect on us.

We may suffer adverse effects as a result of the political, economic and sovereign debt tensions in the eurozone

Conditions in the capital markets and the economy generally in the eurozone continue to show signs of fragility and volatility, with political tensions in Europe being particularly heightened in the past twelve months. In addition, interest rate differentials among eurozone countries are affecting government finance and borrowing rates in those economies. These factors could have a material adverse effect on our operating results, financial condition and prospects.

The UK EU Referendum caused significant volatility in the global stock and foreign exchange markets (for more information, see the risk factors entitled ‘We are vulnerable to disruptions and volatility in the global financial markets’ and ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’). It may have also encouraged anti-EU and populist parties in other EU Member States, raising the potential for other countries to seek to conduct referenda with respect to their continuing membership of the EU. On 4 December 2016, voters in Italy rejected constitutional reform proposals put forward by the Italian Prime Minister by way of referendum, which was generally regarded as portraying an anti-EU sentiment (the Italian Referendum). Following the results of the UK EU Referendum and the Italian Referendum, the risk of further instability in the eurozone cannot be excluded, particularly in Germany, France and the Netherlands, which are due to hold elections in 2017.

In the past, the ECB and European Council have taken actions with the aim of reducing the risk of contagion in the eurozone and beyond and improving economic and financial stability. Notwithstanding these measures, a significant number of financial institutions throughout Europe have substantial exposures to sovereign debt issued by eurozone (and other) nations, which may be under financial stress. Should any of those nations default on their debt, or experience a significant widening of credit spreads, major financial institutions and banking systems throughout Europe could be adversely affected, with wider possible adverse consequences for global financial market conditions.

The high cost of capital for some European governments impacted the wholesale markets in the UK, which resulted in an increase in the cost of retail funding and greater competition in the savings market. In the absence of a permanent resolution to issues that may contribute to adverse conditions in the eurozone, conditions could deteriorate.

Although we conduct the majority of our business in the UK, we have direct and indirect exposure to financial and economic conditions throughout the eurozone economies, including as a result of Banco Santander SA, and other affiliates being situated in the eurozone. Concerns relating to sovereign defaults or a partial or complete break-up of the European Monetary Union, including potential accompanying redenomination risks and uncertainties, have significantly increased in light of the political and economic factors mentioned above. For a further description of our country risk exposures, including eurozone and peripheral eurozone exposures and redenomination risk, see ‘Risk review – Country risk exposures’ on pages 127 to 128. In addition, general financial and economic conditions in the UK, which directly affect our operating results, financial condition and prospects, may deteriorate as a result of conditions in the eurozone.

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Annual Report 2016

Other information for US investors

We are exposed to risks faced by other financial institutions

We routinely transact with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual funds, hedge funds and other institutional clients. Defaults by, and even rumours or questions about the solvency of certain financial institutions and the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by other institutions. Many of the routine transactions we enter into expose us to significant credit risk in the event of default by one of our significant counterparties. A default by a significant financial counterparty, or liquidity problems in the financial services industry generally, could have a material adverse effect on us.

An adverse movement in our external credit rating would likely increase our cost of funding, require us to post additional collateral or take other actions under some of our derivative contracts and adversely affect our interest margins and results of operations

Credit ratings can in some instances affect the cost and other terms upon which we are able to obtain funding. Credit rating agencies regularly evaluate us, and their credit ratings of our institution and our debt in issue are based on a number of factors, including our financial strength, the financial strength of Banco Santander SA, and that of the UK economy and conditions affecting the financial services industry generally.

Any downgrade in the external credit ratings assigned to us or any of our debt securities could have an adverse impact on us. In particular, such downgrade in our credit ratings could increase our borrowing costs and could require us to post additional collateral or take other actions under some of our derivative contracts, and could limit our access to capital markets and adversely affect our commercial business. For example, a credit rating downgrade could adversely affect our ability to sell or market certain of our products, engage in certain longer-term transactions and derivatives transactions and retain our customers, particularly customers who need a minimum rating threshold in order to invest.

In addition, under the terms of certain of our derivative contracts and other financial commitments, we may be required to maintain a minimum credit rating or otherwise our counterparties may be able to terminate such contracts or require the posting of collateral. Any of these results of a credit rating downgrade could, in turn, reduce our liquidity and have an adverse effect on us, including our operating results, financial condition and prospects. For example, we estimate that at 31 December 2016, if Fitch, Moody’s and Standard & Poor’s were concurrently to downgrade the long-term credit ratings of Santander UK plc by one notch, and thereby trigger a short-term credit rating downgrade, this could result in an outflow of £4.6bn of cash and collateral. A hypothetical two notch downgrade would result in a further outflow of £0.4bn of cash and collateral at 31 December 2016. These outflow requirements are however captured under the LCR regime. However, while certain potential impacts are contractual and quantifiable, the full consequences of a credit rating downgrade are inherently uncertain, as they depend upon numerous dynamic, complex and inter-related factors and assumptions, including market conditions at the time of any downgrade, whether any downgrade of a firm’s long-term credit rating precipitates downgrades to its short-term credit rating, and assumptions about the potential behaviours of various customers, investors and counterparties. Actual outflows could be higher or lower than this hypothetical example, depending upon certain factors including any management or restructuring actions that could be taken to reduce cash outflows and the potential liquidity impact from a loss of unsecured funding (such as from money market funds) or loss of secured funding capacity.

Although unsecured and secured funding stresses are included in our stress testing scenarios and a portion of our total liquid assets is held against these risks, it is still the case that a credit rating downgrade could have a material adverse effect on us. In addition, if certain counterparties terminated derivative contracts with us and we were unable to replace such contracts, our market risk profile could be altered.

Following the results of the UK EU Referendum, S&P Global Ratings and Moody’s Investors Service affirmed the long-term credit ratings and changed the ratings outlooks of most major UK banks because of the medium term impact of political and market uncertainty (for further detail on our risk exposures as a result of the UK EU Referendum, see the risk factor entitled ‘Exposure to UK political developments, including the outcome of the UK referendum on membership of the EU, could have a material adverse effect on us’). The Company’s long-term debt is currently rated investment grade by the major rating agencies: Aa3 with negative outlook by Moody’s Investors Service, A with negative outlook by S&P Global Ratings and A with positive outlook by Fitch Ratings. If a downgrade of any Santander UK group member’s long-term credit ratings were to occur, it could also impact the short-term credit ratings of other members of the Santander UK group. Should there be any removal of systemic support by the UK Government, all things being equal, the impact on our long-term credit-rating could potentially increase the cost of some of our wholesale borrowing and our ability to secure both long-term and short-term funding may be reduced.

Further, following the results of the UK EU Referendum, the UK’s sovereign credit rating was downgraded by Fitch Ratings and S&P Global Ratings, and its outlook changed to negative by Moody’s Investors Service. Changes to the UK sovereign credit rating, or the perception that further changes may occur, could have a material adverse effect on our operating results, financial condition, prospects and the marketability and trading value of our securities. This might also impact on our own credit rating, borrowing costs and our ability to secure funding. Changes to the UK sovereign credit rating, or the perception that further changes may occur, could also have a material effect in depressing consumer confidence, restricting the availability, and increasing the cost, of funding for individuals and companies, further depressing economic activity, increasing unemployment and/or reducing asset prices.

There can be no assurance that the credit rating agencies will maintain our current credit ratings or outlooks. Our failure to maintain favourable credit ratings and outlooks could increase our cost of funding and adversely affect our interest margins, which could have a material adverse effect on us.

288    Santander UK plc


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Our financial results are constantly exposed to market risk. We are subject to fluctuations in interest rates and other market risks, which may materially adversely affect us and our profitability

Market risk refers to the probability of variations in our net interest income or in the market value of our assets and liabilities due to volatility of interest rates, exchange rates or equity prices.

Changes in interest rates would affect the following areas, among others, of our business:

-Net interest income
-The value of our derivatives transactions
-The market value of our securities holdings
-The value of our loans and deposits
-The volume of loans originated

Interest rates are highly sensitive to many factors beyond our control, including increased regulation of the financial sector, monetary policies, and domestic and international economic and political conditions. Variations in interest rates could affect the interest earned on our assets and the interest paid on our borrowings, thereby affecting our net interest income, which comprises the majority of our revenue, reducing our growth rate and potentially resulting in losses. In addition, costs we incur as we implement strategies to reduce interest rate exposure could increase in the future (which, in turn, will impact our results).

Increases in interest rates may reduce the volume of loans we originate. Sustained high interest rates have historically discouraged customers from borrowing and have resulted in increased delinquencies in outstanding loans and deterioration in the quality of assets. Increases in interest rates may also reduce the propensity of our customers to prepay or refinance fixed-rate loans, reduce the value of our financial assets and reduce gains or require us to record losses on sales of our loans or securities.

Due to the historically low interest rate environment in the UK in recent years, the rates on many of our interest-bearing deposit products have been priced at or near zero, which may limit our ability to further reduce customer rates in the event of further cuts in BoE Base Rate and thus negatively impacting our margins. If the current low interest rate environment in the UK persists in the long term, it may be difficult to increase our net interest income, which will impact our results.

We are also exposed to foreign exchange rate risk as a result of mismatches between assets and liabilities denominated in different currencies. Fluctuations in the exchange rate between currencies may negatively affect our earnings and value of our assets and securities. Our capital is stated in pounds sterling and we do not fully hedge our capital position against changes in currency exchange rates. Although we seek to hedge most of our currency risk, through hedging and the purchase of cross-currency swaps, these hedges do not eliminate currency risk and we can make no assurance that we will not suffer adverse financial consequences as a result of currency fluctuations. The recent volatility in the value of the pound sterling in the wake of the result of the UK EU Referendum may persist as negotiations for exit continue and continued significant exchange rate volatility and the depreciation of the pound sterling in particular could have an adverse impact on our results of operations and our ability to meet our US dollar and euro-denominated obligations, and which could have a material adverse effect on our operating results, financial condition and prospects.

We are also exposed to equity price risk in our investments in equity securities in the banking book and in the trading portfolio. The performance of financial markets may cause changes in the value of our investment and trading portfolios. The volatility of world equity markets, due to the continued economic uncertainty and sovereign debt tensions, has had a particularly strong impact on the financial sector.

Continued volatility may affect the value of our investments in equity securities and, depending on their fair value and future recovery expectations, could become a permanent impairment, which would be subject to write-offs against our results. To the extent any of these risks materialise, our net interest income or the market value of our assets and liabilities could be adversely affected.

Market conditions have resulted in, and could continue to result in, material changes to the estimated fair values of our financial assets. Negative fair value adjustments could have a material adverse effect on our operating results, financial condition and prospects

In the past nine years, financial markets have been subject to periods of significant stress resulting in steep falls in perceived or actual financial asset values, particularly due to volatility in global financial markets and the resulting widening of credit spreads. We have material exposures to securities, loans, derivatives 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 our financial assets. In addition, the value ultimately realised by us on disposal may be lower than the current fair value. Any of these factors could require us to record negative fair value adjustments, which may have a material adverse effect on our operating results, financial condition and 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 in times of economic instability. In such circumstances, our valuation methodologies require us to make assumptions, judgements and estimates in order to establish fair value.

Reliable assumptions are difficult to make and are inherently uncertain. Moreover, 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 our operating results, financial condition and prospects.

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Annual Report 2016

Other information for US investors

Failure to successfully implement and continue to improve our credit risk management systems could materially and adversely affect our business

As a commercial banking group, one of the main types of risks inherent in our business is credit risk. We assess the particular risk profile of a customer using approved credit rating models, taking into account both quantitative and qualitative factors. This process could be subject to human and IT systems errors, which may result in credit ratings not correctly being assigned to customers and a larger exposure to higher credit risks than indicated by our rating models.

In addition, we continuously refine our credit policies and guidelines to address potential risks associated with particular industries or types of customers. However, we may not be able to detect all possible risks before they occur, or our employees may not be able to effectively implement our credit policies and guidelines due to limited tools available to us, which may increase our credit risk.

Any failure to effectively implement, consistently monitor and refine our credit risk management systems may result in an increase in the level of non-performing loans and higher losses than expected, which could have a material adverse effect on us.

We are subject to various risks associated with our derivative transactions that could have a material adverse effect on us

We enter into derivative transactions for trading purposes as well as for hedging purposes. We are subject to various risks associated with these transactions, including market risk, operational risk, basis risk (the risk of loss associated with variations in the spread between the asset yield and the funding and/or hedge cost) and credit or counterparty risk (the risk of insolvency or other inability of the counterparty to a particular transaction to perform its obligations thereunder, including providing sufficient collateral).

Market practices and documentation for derivative transactions in the UK may differ from those in other countries. In addition, the execution and performance of these transactions depend on our ability to develop adequate control and administration systems. Moreover, our ability to adequately monitor, analyse and report derivative transactions continues to depend, largely, on our information technology systems. These factors further increase the risks associated with these transactions and could have a material adverse effect on us.

Operational risks, including risks relating to data and information collection, processing, storage and security are inherent in our business

Like other financial institutions we manage and hold confidential personal information of customers in the conduct of our banking operations, as well as a large number of assets. Accordingly, our business depends on the ability to process a large number of transactions efficiently and accurately, and on our ability to rely on our people, digital technologies, computer and email services, software and networks, as well as the secure processing, storage and transmission of confidential, sensitive personal data and other information using our computer systems and networks. The proper functioning of financial control, accounting or other data collection and processing systems is critical to our businesses and to our ability to compete effectively. Losses can result from inadequate personnel, human error, inadequate or failed internal control processes and systems or from external events that interrupt normal business operations. We also face the risk that the design of our controls and procedures prove to be inadequate or are circumvented such that our data and/or client records are incomplete, not recoverable or not securely stored. Although we work with our clients, vendors, service providers, counterparties and other third parties to develop secure data and information processing, storage and transmission capabilities to prevent against information security risk, we routinely manage personal, confidential and proprietary information by electronic means, and we may be the target of attempted cyber-attack. If we cannot maintain an effective and secure electronic data and information, management and processing system or we fail to maintain complete physical and electronic records, this could result in regulatory sanctions and serious reputational or financial harm to us.

Infrastructure and technology resilience

We take protective measures and continuously monitor and develop our systems to safeguard our technology infrastructure, data and information from misappropriation or corruption, but our systems, software and networks nevertheless may be vulnerable to unauthorised access, misuse, computer viruses or other malicious code and other events that could have a security impact. An interception, misuse or mishandling of personal, confidential or proprietary information sent to or received from a client, vendor, service provider, counterparty or third party could result in legal liability, regulatory action, reputational harm and financial loss. Furthermore, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures. There can be no absolute assurance that we will not suffer material losses from operational risks in the future, including those relating to any security breaches.

Cyber security

In particular, we have seen in recent years computer systems of companies and organisations being targeted, not only by cyber criminals, but also by activists and rogue states. In common with other financial institutions, we manage and hold confidential personal information of customers in the conduct of our banking operations, as well as a large number of assets. Accordingly we have been and continue to be subject to a range of cyber-attacks, such as denial of service, malware and phishing. This included an incident in 2016 that resulted in our customers experiencing slow performance logging in and performing transactions via our digital channels (online and mobile banking services) and was caused by a denial of service attack, launched by an unknown external third party. Cyber-attacks could give rise to the loss of significant amounts of customer data and other sensitive information, as well as significant levels of liquid assets (including cash). In addition, cyber-attacks could give rise to the disablement of our electronic systems used to service our customers. As attempted attacks continue to evolve in scope and sophistication, we may incur significant costs in order to modify or enhance our protective measures against such attacks, or to investigate or remediate any vulnerability or resulting breach, or in communicating cyber-attacks to our customers. If we fail to effectively manage our cyber security risk, e.g. by failing to update our systems and processes in response to new threats, this could harm our reputation and adversely affect our operating results, financial condition and prospects through the payment of customer compensation, regulatory penalties and fines and/or through the loss of assets.

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In addition, we may also be impacted by cyber-attacks against national critical infrastructures in the UK, for example, the telecommunications network. In common with other financial institutions we are dependent on such networks and any cyber-attack against these networks could negatively affect our ability to service our customers. As we do not operate these networks, we have limited ability to protect our business from the adverse effects of cyber-attack against them.

Further, the domestic and global financial services industry, including key financial market infrastructure, may be the target of cyber disruption and attack by cyber criminals, activists and rogue states looking to cause economic instability. We have limited ability to protect our business from the adverse effects of cyber disruption or attack against our counterparties and key financial market infrastructure. If such a disruption or attack were to occur it could cause serious operational and financial harm to us.

Procedure and policy compliance

We also manage and hold confidential personal information of customers in the conduct of our banking operations. Although we have procedures and controls to safeguard personal information in our possession, unauthorised disclosures could subject us to legal actions and administrative sanctions as well as damages and reputational harm that could materially and adversely affect our operating results, financial condition and prospects. Further, our business is exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions and serious reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter or prevent employee misconduct, and the precautions we take to detect and prevent this activity may not always be effective. We may be required to report events related to information security issues (including any cyber security issues), events where customer information may be compromised, unauthorised access and other security breaches, to the relevant regulatory authorities. Any material disruption or slowdown of our systems could cause information, including data related to customer requests, to be lost or to be delivered to our clients with delays or errors, which could reduce demand for our services and products and could materially and adversely affect us.

We may fail to detect or prevent money laundering and other financial crime activities due to not correctly identifying our financial crime risks and failing to implement effective controls to mitigate those risks. This could expose us to heavy fines, additional regulatory scrutiny, increased liability and civil claims and reputational risk

We are obligated to comply with applicable anti-money laundering (AML), anti-terrorism, anti-bribery and corruption, sanctions and other laws and regulations in the jurisdictions in which we operate. These laws and regulations require us, among other things, to conduct full customer due diligence (including in respect of sanctions and politically-exposed person screening), keep our customer, account and transaction information up to date and implement effective financial crime policies and procedures detailing what is required from those responsible. We are also required to conduct financial crime training for our staff and to report suspicious transactions and activity to appropriate law enforcement following full investigation by the Suspicious Activity Reporting Unit.

Financial crime has become the subject of enhanced regulatory scrutiny and supervision by regulators globally. AML, anti-bribery and corruption and sanctions laws and regulations are increasingly complex and detailed and have become the subject of enhanced regulatory supervision, requiring improved systems, sophisticated monitoring and skilled compliance personnel. For more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’.

We have developed policies and procedures aimed at detecting and preventing the use of our banking network for money laundering and financial crime related activities. These require the implementation and embedding within the business of effective controls and monitoring, which requires ongoing changes to systems and operational activities. Financial crime is continually evolving, and the expectation of regulators is increasing (for more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’). This requires similarly proactive and adaptable responses from us so that we are able to deter threats and criminality effectively. Even known threats can never be fully eliminated, and there will be instances where we may be used by other parties to engage in money laundering and other illegal or improper activities. In addition, we rely heavily on our staff to assist us by spotting such activities and reporting them, and our staff have varying degrees of experience in recognising criminal tactics and understanding the level of sophistication of criminal organisations. Where we outsource any of our customer due diligence, customer screening or anti financial crime operations, we remain responsible and accountable for full compliance and any breaches. If we are unable to apply the necessary scrutiny and oversight there remains a risk of regulatory breach.

If we are unable to fully comply with applicable laws, regulations and expectations, our regulators and relevant law enforcement agencies have the ability and authority to impose significant fines and other penalties on us, including requiring a complete review of our business systems, day-to-day supervision by external consultants and ultimately the revocation of our banking licence. The reputational damage to our business and global brand would be severe if we were found to have breached AML, anti-bribery and corruption or sanctions requirements. Our reputation could also suffer if we are unable to protect our customers or our business from being used by criminals for illegal or improper purposes.

In addition, while we review our relevant counterparties’ internal policies and procedures with respect to such matters, we, to a large degree, rely upon our relevant counterparties to maintain and properly apply their own appropriate AML procedures. Such measures, procedures and compliance may not be completely effective in preventing third parties from using our (and our relevant counterparties’) services as a conduit for money laundering (including illegal cash operations) without our (or our relevant counterparties’) knowledge. If we are associated with, or even accused of being associated with, or become a party to, money laundering, then our reputation could suffer and/or we could become subject to fines, sanctions and/or legal enforcement (including being added to “black lists” that would prohibit certain parties from engaging in transactions with us), any one of which could have a material adverse effect on our operating results, financial condition and prospects. Any such risks could have a material adverse effect on our operating results, financial condition and prospects.

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Any failure to effectively improve or upgrade our information technology infrastructure and management information systems in a timely manner could have a material adverse effect on us

Our businesses and our ability to remain competitive depend to a significant extent upon the functionality of our information technology systems (including Partenon, the global banking information technology platform utilised by the Santander UK group and Banco Santander SA), and on our ability to upgrade and expand the capacity of our information technology on a timely and cost-effective basis. The proper functioning of our financial control, risk management, credit analysis and reporting, accounting, customer service and other information technology systems, as well as the communication networks between branches and main data processing centres, are critical to our businesses and our ability to compete. We must continually make significant investments and improvements in our information technology infrastructure in order to remain competitive. We cannot be certain that in the future we will be able to maintain the level of capital expenditure necessary to support the improvement, expansion or upgrading of our information technology infrastructure as effectively as our competitors; this may result in a loss of any competitive advantages that our information technology systems provide. Any failure to effectively improve, expand or upgrade our information technology infrastructure and management information systems in a timely manner could have a material adverse effect on us.

We may be exposed to unidentified or unanticipated risks despite our risk management policies, procedures and methods

The management of risk is an integral part of our activities. We seek to monitor and manage our risk exposure through a variety of risk reporting systems. For a further description of our risk management framework see the ‘Risk review’ on pages 32 to 128. While we employ a broad and diversified set of risk monitoring and risk mitigation techniques, such techniques and strategies may not be fully effective in mitigating our risk exposure in all economic market environments or against all types of risk, including risks that we fail to identify or anticipate.

Some of our tools and metrics for managing risk are based upon our use of observed historical market behaviour. We apply statistical and other tools to these observations to arrive at quantifications of our risk exposures. These tools and metrics may fail to predict future risk exposures. These risk exposures could, for example, arise from factors we did not anticipate or correctly evaluate in our statistical models. This would limit our ability to manage our risks. Our losses thus could be significantly greater than the historical measures indicate. In addition, our quantified modelling does not take all risks into account. Our more qualitative approach to managing those risks could prove insufficient, exposing us to material, unanticipated losses. We could face adverse consequences as a result of decisions, which may lead to actions by management, based on models that are poorly developed, implemented or used, or as a result of the modelled outcome being misunderstood. If existing or potential customers or counterparties believe our risk management is inadequate, they could take their business elsewhere or seek to limit their transactions with us. This could have a material adverse effect on our reputation, operating results, financial condition and prospects.

Competition with other financial institutions could adversely affect us

We face substantial competition in all parts of our business, including originating loans and attracting deposits through our banking subsidiaries. The competition in originating loans comes principally from other domestic and foreign banks, building societies, consumer finance companies, insurance companies and other lenders and purchasers of loans. The market for UK financial services is highly competitive and we face substantial competition in all parts of our business. As such, we constantly monitor competition, which arises from a number of financial institutions of different sizes and with a range of business models. Moreover, the financial crisis has and continues to reshape the banking landscape in the UK, reinforcing the importance of having a retail deposit funding base and being well capitalised. Our direct competitors have moved increasingly towards a policy of concentrating on the highest quality customers and there is strong competition for these customers.

Additionally, a large number of new entrants are increasingly entering the UK financial services market place. Again we identify and closely monitor this set of new entrants and take account of this in the firm’s management actions. Their arrival has further intensified competition as they seek to gain market share in a number of banking sectors, including for example payments, investments, lending, foreign exchange and data aggregation. We also face competition from non-bank competitors, such as supermarkets, department stores, electronic money institutions and technology firms, and generally from other loan or credit providers. We also compete with the UK Government owned National Savings & Investments for deposits.

Further, the rise in customer use of internet and mobile banking platforms in recent years could negatively impact our investments in bank premises, equipment and personnel for our branch network. The persistence or acceleration of this shift in demand towards internet and mobile banking may necessitate changes to our retail distribution strategy, which may include closing and/or selling certain branches and restructuring our remaining branches and work force. These actions could lead to losses on these assets and may lead to increased expenditures to renovate, reconfigure or close a number of our remaining branches or to otherwise reform our retail distribution channel. Furthermore, our failure to swiftly and effectively implement such changes to our distribution strategy could have an adverse effect on our competitive position.

We expect competition to intensify in response to consumer demand, technological changes, the potential impact of consolidation, regulatory actions and other factors. With effect from 1 April 2013, the FS Act amended the FSMA to include the FCA’s operational objectives of promoting effective competition in the interests of consumers in the markets for regulated financial services. Since 1 April 2015, the FCA has also been able to use concurrent competition powers under the Enterprise Act 2002 and the Competition Act 1998 to promote competition. There will be structural reform of the UK banking sector as banks implement The Financial Services (Banking Reform) Act 2013 which may lead to increased competition in UK Retail or wholesale banking activities. A strong political and regulatory will to foster consumer choice in financial services could lead to even greater competition (for more information, see the risk factor entitled ‘We are subject to substantial regulation and government oversight which could adversely affect our business and operations’). There can be no assurance that this increased competition will not adversely affect our growth prospects, and therefore our operations.

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’s recent disposals of stakes in financial institutions it previously controlled and any future disposals of retained stakes in other financial institutions. Such consolidation, by increasing the size and capabilities of our competitors could adversely affect our operating results, financial condition and prospects. There can be no assurance that this will not adversely affect our growth prospects, and therefore our operations.

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We consider competition in our management actions as appropriate, such as pricing and product decisions. Increasing competition could mean that we increase our rates offered on deposits or lower the rates we charge on loans, which could also have a material adverse effect on us, including our profitability. It may also negatively affect our business results and prospects by, among other things, limiting our ability to increase our customer base and expand our operations and increasing competition for investment opportunities.

Our ability to maintain our competitive position depends, in part, on the success of new products and services we offer our customers and our ability to continue offering products and services from third parties, and we may not be able to manage various risks we face as we expand our range of products and services that could have a material adverse effect on us

The success of our operations and our profitability depends, in part, on the success of new products and services we offer our customers. However, we cannot guarantee that our new products and services will be responsive to customer demands or that they will be successful. In addition, our customers’ needs or desires may change over time, and such changes may render our products and services obsolete, outdated or unattractive, and we may not be able to develop new products that meet our customers’ changing needs. If we cannot respond in a timely fashion to the changing needs of our customers, we may lose customers, which could in turn materially and adversely affect us.

As we expand the range of our products and services, some of which may be at an early stage of development in the UK market, we will be exposed to known, new and potentially increasingly complex risks, including conduct risk, and development expenses. Our employees and risk management systems, as well as our experience and that of our partners, may not be sufficient to enable us to properly manage such risks. In addition, the cost of developing products that are not launched is likely to affect our operating results.

While we have successfully increased our customer service levels in recent years, should these levels ever be perceived by the market to be materially below those of our competitor financial institutions, we could lose existing and potential business. If we are not successful in retaining and strengthening customer relationships, we may lose market share, incur losses on some or all of our activities or fail to attract new deposits or retain existing deposits, which could have a material adverse effect on our operating results, financial condition and prospects.

Any or all of the above factors, individually or collectively, could have a material adverse effect on us.

If the level of non-performing loans increases or the credit quality of our loans deteriorates in the future, or if our loan loss reserves are insufficient to cover loan losses, this could have a material adverse effect on us

Risks arising from changes in credit quality and the recoverability of loans and amounts due from counterparties are inherent in a wide range of our businesses. Non-performing or low credit quality loans have in the past, and can continue to, negatively impact our operating results, financial condition and prospects. In particular, the amount of our reported non-performing loans may increase in the future as a result of growth in our total loan portfolio, including as a result of loan portfolios that we may acquire in the future (the credit quality of which may turn out to be worse than we had anticipated), or factors beyond our control, such as adverse changes in the credit quality of our borrowers and counterparties, a general deterioration in the UK or global economic conditions, the impact of political events, events affecting certain industries or events affecting financial markets and global economies. We cannot be sure that we will be able to effectively control the level of impaired loans in, or the credit quality of, our total loan portfolio, which could have a material adverse effect on us.

Interest rates payable on a significant portion of our outstanding mortgage loan products fluctuate over time due to, among other factors, changes in the BoE Base Rate. As a result borrowers with variable interest rate mortgage loans are exposed to increased monthly payments when the related mortgage interest rate adjusts upward. Similarly, borrowers of mortgage loans with fixed or introductory rates adjusting to variable rates after an initial period are exposed to the risk of increased monthly payments at the end of this period. Over the last few years both variable and fixed interest rates have been at relatively low levels, which has benefited borrowers of new loans and those repaying existing variable rate loans regardless of special or introductory rates. Future increases in borrowers’ required monthly payments may result in higher delinquency rates and losses related to non-performing loans in the future. Borrowers seeking to avoid these increased monthly payments by refinancing their mortgage loans may no longer be able to find available replacement loans at comparably low interest rates. These events, alone or in combination, may contribute to a larger non-performing loan portfolio, which could have a material adverse effect on us.

Our current loan loss reserves may not be adequate to cover an increase in the amount of non-performing loans or any future deterioration in the overall credit quality of our total loan portfolio. Our loan loss reserves are based on our current assessment of various factors affecting the quality of our loan portfolio, including our borrowers’ financial condition, repayment abilities, the realisable value of any collateral, the prospects for support from any guarantor, government macroeconomic policies, interest rates and the legal and regulatory environment. As the global financial crisis demonstrated, many of these factors are beyond our control. As a result, there is no precise method for predicting loan and credit losses, and we cannot provide any assurance that our current or future loan loss reserves will be sufficient to cover actual losses.

If our assessment of and expectations concerning the above mentioned factors differ from actual developments we may need to increase our loan loss reserves, which may adversely affect us. Additionally, in calculating our loan loss reserves, we employ qualitative tools and statistical models which may not be reliable in all circumstances and which are dependent upon data that may not be complete. If we are unable to control or reduce the level of our non-performing or poor credit quality loans, this could have a material adverse effect on us.

Our loan portfolio is subject to risk of prepayment, which could have a material adverse effect on us

Our loan portfolio is subject to prepayment risk resulting from the ability of a borrower or issuer to pay a debt obligation prior to maturity. Generally, in a low interest rate environment, prepayment activity increases, which reduces the weighted average lives of our earning assets and could have a material adverse effect on us. As a result we would be required to amortise net premiums into income over a shorter period of time, thereby reducing the corresponding asset yield and net interest income and there is a risk that we are not able to accurately forecast amortisation schedules for these purposes which may affect our profitability. Prepayment risk also has a significant adverse impact on credit card and collateralised mortgage loans, since prepayments could shorten the weighted average life of these assets, which may result in a mismatch in our funding obligations and reinvestment at lower yields. The risk of prepayment and our ability to accurately forecast amortisation schedules is inherent to our commercial activity and an increase in prepayments or a failure to accurately forecast amortisation schedules could have a material adverse effect on us.

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The value of the collateral, including real estate, securing our loans may not be sufficient, and we may be unable to realise the full value of the collateral securing our loan portfolio

The value of the collateral securing our loan portfolio may significantly fluctuate or decline due to factors beyond our control, including macroeconomic factors affecting the UK’s economy. Our residential mortgage loan portfolio is one of our principal assets, comprising 77% of our loan portfolio at 31 December 2016. As a result, we are highly exposed to developments in the residential property market in the UK.

House purchase activity has slowed since the UK EU Referendum, most noticeably in central London, although house purchase activity generally continues to be supported by certain economic fundamentals including low mortgage rates, healthy consumer confidence levels, falling unemployment and positive real earnings growth. Nevertheless, any increase in house prices may be limited should real earnings growth weaken. The depth of the previous house price declines as well as the continuing uncertainty as to the extent and sustainability of the UK economic recovery will mean that losses could be incurred on loans should they go into possession.

The value of the collateral securing our loan portfolio may also be adversely affected by force majeure events such as natural disasters like floods or landslides. Any force majeure event may cause widespread damage and could have an adverse impact on the economy of the affected region and may therefore impair the asset quality of our loan portfolio in that area.

We may also not have sufficiently up-to-date information on the value of collateral, which may result in an inaccurate assessment for impairment losses of our loans secured by such collateral. If any of the above were to occur, we may need to make additional provisions to cover actual impairment losses of our loans, which may materially and adversely affect our operating results, financial condition and prospects.

If we are unable to manage the growth of our operations, this could have an adverse impact on our profitability

We allocate management and planning resources to develop strategic plans for organic growth, and to identify possible acquisitions and disposals and areas for restructuring our businesses when necessary. From time to time, we evaluate acquisition and partnership opportunities that we believe could offer additional value to our shareholders and are consistent with our business strategy. However, we may not be able to identify suitable acquisition or partnership candidates, and we may not be able to acquire promising targets or form partnerships on favourable terms, or at all. Furthermore, preparations for acquisitions that we do not complete can be disruptive. We base our assessment of potential acquisitions and partnerships on limited and potentially inexact information and on assumptions with respect to value, operations, profitability and other matters that may prove to be incorrect. Our ability to benefit from any such acquisitions and partnerships will depend in part on our successful integration of those businesses. Such integration entails significant risks such as challenges in retaining the customers and employees of the acquired businesses, unforeseen difficulties in integrating operations and systems and unexpected liabilities or contingencies relating to the acquired businesses, including legal claims. We can give no assurances that our expectations with regards to integration and synergies will materialise. We cannot provide assurance that we will, in all cases, be able to manage our growth effectively or deliver our strategic growth decisions including our ability to:

-Manage efficiently our operations and employees of expanding businesses
-Maintain or grow our existing customer base
-Fully due diligence and assess the value, strengths and weaknesses of investment or acquisition candidates
-Finance strategic opportunities, investments or acquisitions
-Fully integrate strategic investments, or newly-established entities or acquisitions, in line with our strategy
-Align our current information technology systems adequately with those of an enlarged group
-Apply our risk management policy effectively to an enlarged group
-Manage a growing number of entities without over-committing management or losing key personnel.

Any failure to manage growth effectively, including any or all of the above challenges associated with our growth plans, could have a material adverse effect on our operating results, financial condition and prospects. In addition, any acquisition or venture could result in the loss of key employees and inconsistencies in standards, controls, procedures and policies. Moreover, the success of the acquisition or venture will at least in part be subject to a number of political, economic and other factors that are beyond our control. Any or all of these factors, individually or collectively, could have a material adverse effect on us.

Goodwill impairments may be required in relation to acquired businesses

We have made business acquisitions in past years and may make further acquisitions in the future. It is possible that the goodwill which has been attributed, or may be attributed, to these businesses may have to be written-down if our 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, and 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. Goodwill impairment does not however affect our regulatory capital. Whilst no impairment of goodwill was recognised in 2015 or 2016, there can be no assurances that we will not have to write down the value attributed to goodwill in the future, which would adversely affect our results and net assets.

We 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 FSMA 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 a PRA-authorised or FCA-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 PRA or the FCA (i.e. participant firms), including members of the Santander UK group.

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Following the default of a number of authorised financial services firms since 2008, the FSCS borrowed funds totalling approximately £18bn from HM Treasury to meet the compensation costs for customers of those firms. The substantial majority of the principal should be repaid from funds the FSCS levies from asset sales, surplus cash flow or other recoveries in relation to assets of the firms that defaulted. However, the FSCS estimates that the assets of these failed institutions are insufficient, and, to the extent that there remains a shortfall, the FSCS is recovering this shortfall by levying firms authorised by the PRA or the FCA in instalments. For the year ended 31 December 2016, we charged £34m to the income statement in respect of the costs of the FSCS.

The FSCS also has the power to impose ‘management expenses in respect of relevant schemes levy’ (MERS levy) in relation to its potential role as agent of other compensation schemes. The FSCS may impose a MERS levy on participant firms to meet expenses it incurs in its role as agent.

In the event that the FSCS raises further funds from participant firms or increases the levies to be paid by such firms or the frequency at which the levies are to be paid, the associated cost to us may have a material adverse effect on our operating results, financial condition and prospects. Since 2008, measures taken to protect the depositors of deposit-taking institutions involving the FSCS, such as the borrowing from HM Treasury mentioned above, have resulted in a significant increase in the levies made by the FSCS on the industry and such levies may continue to go up if similar measures are required to protect depositors of other institutions. In addition, following amendments to the preferred credit status of depositors that came into force on 31 December 2014, the FSCS stands in the place of depositors of a failing institution and has preferred status over an institution’s other creditors.

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 us. For example, a recast EU Deposit Guarantee Scheme Directive (the DGSD) entered into force on 2 July 2014, introducing a tighter definition of deposits and includes a requirement that the Deposit Guarantee Scheme pay customers within a week and a requirement that banks must be able to provide information on the aggregated deposits of a depositor. These revisions may affect the methodology employed by the FSCS for determining levies on institutions. In addition, the DGSD also required EU Member States to ensure that, by 3 July 2014, the available financial means of deposit guarantee schemes reach a minimum target level of 0.8% of the covered deposits of their members and requires deposit guarantee schemes to be ex-ante funded. Between April and July 2015, the PRA published its final rules implementing the DGSD, most of which took effect on 3 July 2015. The final rules enable the FSCS to use the existing bank levy to meet the ex-ante funding requirements in the DGSD. Changes as a result of this may affect our profitability.

FSCS levies are collected by the FCA as part of a single payment by firms covering the FCA, the PRA, the FOS and the FSCS fees. It is possible that future policy of the FSCS and future levies on the firms authorised by the FCA or PRA may differ from those at present and that this could lead to a period of some uncertainty for members of the Santander UK group. In addition, it is possible that other jurisdictions where we operate could introduce or amend their similar compensation, contributory or reimbursement schemes. As a result of any such developments, we may incur additional costs and liabilities which may adversely affect our operating results, financial condition and prospects.

Changes in taxes and other assessments may adversely affect us

The tax and other assessment regimes to which our customers and we are subject are regularly reformed, or subject to proposed reforms. Such reforms include changes in the rate of assessments and, occasionally, enactment of temporary taxes, the proceeds of which may be earmarked for designated governmental purposes. The effects of these changes and any other changes that result from enactment of additional tax reforms have not been, and cannot be, quantified and there can be no assurance that these reforms will not, once implemented, have an adverse effect upon our business. Furthermore, such changes may produce uncertainty in the financial system, increasing the cost of borrowing and contributing to the increase in our non-performing credit portfolio.

The following paragraphs discuss five major reforms (the Bank Levy, Restriction of Tax Deductions for Compensation Payments, Corporation Tax Surcharge, FATCA and possible future changes in the taxation of banking groups in the EU) which could have a material adverse effect on our operating results, financial condition and prospects, and the competitive position of UK banking groups, including us.

Bank Levy

HM Treasury introduced an annual UK bank levy (the Bank Levy) via legislation in the Finance Act 2011. The Bank Levy is imposed on (among other entities) UK banking groups and subsidiaries, and therefore applies to us. The amount of the Bank Levy is based on a bank’s total liabilities, excluding (among other things) Tier 1 capital, insured retail deposits and repos secured on sovereign debt. With effect from 1 April 2015, the Finance Act 2015 increased the rate (for short-term liabilities) to 0.21% (a reduced rate is applied to long-term equity and liabilities). Subsequently the Finance (No.2) Act 2015 (Finance No.2 Act), which was enacted on 18 November 2015, reduced the Bank Levy rate from 0.21% to 0.18% from 1 January 2016 with subsequent annual reductions to 0.1% from 1 January 2021.

Restriction of Tax Deductions for Compensation Payments

The Finance (No.2) Act implemented measures that have led to, for expenditure arising on or after 7 July 2015 by banking companies (including ANTS and the Company) (i) certain compensation payments (comprising redress and interest payable to customers) no longer being deductible for corporation tax purposes; and (ii) a deemed taxable receipt equivalent to 10% of those compensation payments.

Corporation Tax Surcharge

With effect from 1 January 2016, banks (as defined in the Corporation Tax Act 2010 and including ANTS and Santander UK plc) are subject to a surcharge at a rate of 8% on their taxable profits for corporation tax purposes (with certain reliefs added back and subject to annual allowance).

FATCA

Sections 1471 through 1474 of the US Internal Revenue Code of 1986 (FATCA) impose a reporting regime and potentially a 30% withholding tax with respect to certain payments to any non-US financial institution (a foreign financial institution or FFI (as defined by FATCA)) that (i) does not become a ‘Participating FFI’ by entering into an agreement with the US Internal Revenue Service (the IRS) to provide the IRS with certain information in respect of its account holders and investors; and (ii) is not otherwise exempt from or in deemed compliance with FATCA. The Company and Abbey National Treasury Services plc are classified as FFIs.

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Final regulations implementing FATCA were issued in 2013. The reporting and withholding regime will be phased in over time. Withholding began on 1 July 2014 for certain payments from sources within the US and it will begin on 1 January 2019 for payments of gross proceeds on assets that could generate US source dividend or interest and as early as 1 January 2019 for ‘foreign passthru payments’ (a term not yet defined).

The US and the UK have entered into an agreement for the implementation of FATCA (the US-UK IGA) under which the Company and Abbey National Treasury Services plc will be treated as Reporting Financial Institutions (as defined therein). We do not anticipate that these entities will be required to deduct any tax under FATCA from payments on the securities that we issue. Each relevant member of the Santander UK group subject to the US-UK IGA will, however, need to comply with certain due diligence and reporting requirements to HMRC or any other relevant tax authority. Holders of securities that the Santander UK group issues therefore may be required to provide information and tax documentation, as well as that of their direct or indirect owners, and this information may be reported to the Commissioners for HMRC or any other relevant tax authority, and ultimately to the IRS. There can be no assurance that any such member of the Santander UK group will be treated as a Reporting Financial Institution or that in the future we would not be required to deduct tax under FATCA from payments we make on certain financial products.

Further, additional rules similar to FATCA have been implemented in other jurisdictions and the UK has entered into information sharing agreements based on FATCA with its Crown Dependencies and Overseas Territories. The Crown Dependency and Gibraltar agreements are reciprocal and require UK Financial Institutions to identify customers who are tax residents of the Crown Dependencies and Gibraltar (and vice versa). The commencement date for these agreements was the same as for FATCA, i.e. 1 July 2014.

European Taxation

On 14 February 2013, the Commission published a proposal (the Commission Proposal) for a directive for a common system of financial transactions tax (FTT) in Belgium, Germany, Estonia, Greece, Spain, France, Italy, Austria, Portugal, Slovenia and Slovakia (the Participating Member States). Under the Commission’s proposal, the FTT could apply in certain circumstances to persons both within and outside of the Participating Member States. Whilst the UK is not a Participating Member State, the Commission’s proposal is broad and as such may impact transactions completed by financial institutions operating in non-Participating Member States.

Joint statements issued in 2014 by the Participating Member States indicated an intention to implement the FTT by 1 January 2016. However, the Commission’s proposal remains subject to continued negotiation between the Participating Member States. It is reported that a final decision will be delayed to mid-2017 and we are monitoring developments and any likely impact on us.

Changes in our pension liabilities and obligations could have a materially adverse effect on us

We provide retirement benefits for many of our former and current employees in the UK through a number of defined benefit pension schemes established under trust. We are the principal employer under these schemes, but we have only limited control over the rate at which we pay 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, the 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, however, the scheme trustees’ may have the unilateral right to set our relevant contribution payment.

The 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 schemes 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 Santander UK group are service companies, if they become insufficiently resourced and no suitable mitigating action is undertaken, other companies within the Santander UK 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 or 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 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 that is connected with or an associate of such employer in circumstances where the Pensions Regulator considers it reasonable to issue and multiple notices could be issued to connected companies for the full amount of debt, resulting in a surplus. The risk of a contribution notice being imposed may inhibit our freedom to restructure or to undertake certain corporate activities.

Should the value of assets to liabilities in respect of the defined benefit schemes operated by us record a deficit, due to either a reduction in the value of the pension fund assets (depending on the performance of financial markets) and/or an increase in the pension fund liabilities due to changes in legislation, mortality assumptions, discount rate assumptions, inflation, the expected rate of return on scheme assets, or other factors, or there is a change in the actual or perceived strength of the employer’s covenant, this could result in us having to make increased contributions to reduce or satisfy the deficits which would divert resources from use in other areas of our business and reduce our capital resources. While we can control a number of the above factors, there are some over which we have no or limited control. Although the trustees of the defined benefit pension schemes are obliged to consult with us before changing the pension schemes’ investment strategy, the trustees have the final say and ultimate responsibility for investment strategy rests with them.

Our principal defined pension scheme is the Santander (UK) Group Pension Scheme and its corporate trustee is Santander (UK) Group Pension Scheme Trustee Limited (the Pension Scheme Trustee), a wholly-owned subsidiary of the Company. At 31 December 2016, the Pension Scheme Trustee had 13 directors, comprising six Santander UK appointed directors and seven member-elected directors. Investment decisions are delegated by the Pension Scheme Trustee to a common investment fund, managed by Santander (CF) Trustee Limited, a private limited company owned by the Santander (CF) Trustee directors, with up to four appointed by the Company and up to three by the Pension Scheme Trustee. The Pension Scheme Trustee directors’ principal duty, within the investment powers delegated to them, is to act in the best interest of the members of the Santander UK group Pension Scheme and not that of the Company. Any increase in our pension liabilities and obligations could have a material adverse effect on our operating results, financial condition and prospects.

296    Santander UK plc


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The ongoing changes in the UK supervision and regulatory regime and particularly the implementation of the ICB’s recommendations may require us to make changes to our structure and business which could have an impact on our pension schemes or liabilities. For a discussion of the ICB’s recommendations see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our business and operations’.

We rely on recruiting, retaining and developing appropriate senior management and skilled personnel

Our continued success depends in part on the continued service of key members of our senior executive team and other key employees. The ability to continue to attract, train, motivate and retain highly qualified and talented professionals is a key element of our strategy. The successful implementation of our growth strategy and of a culture of Simple, Personal and Fair depends on the availability of skilled and appropriate management, both at our head office and in each of our business units. If we or one of our business units or other functions fails to staff its operations appropriately, or loses one or more of its key senior executives or other key employees and fails to replace them in a satisfactory and timely manner, our business, financial condition and results of operations, including control and operational risks, may be adversely affected.

In addition, the financial services industry has and may continue to experience more stringent regulation of employee compensation, which could have an adverse effect on our ability to hire or retain the most qualified employees, particularly hiring senior employees from outside the financial services industry. If we fail or are unable to attract and appropriately train, motivate and retain qualified professionals, our business may also be adversely affected.

Damage to our reputation could cause harm to our business prospects

Protecting and enhancing our reputation is critical. Without a positive reputation, we will struggle to attract and retain customers, investors and employees and conducting business transactions with counterparties. Damage to the reputation of the Santander UK group or Banco Santander SA (as the majority shareholder in the Company), the reputation of affiliates operating under the ‘Santander’ brand or any of our other brands could therefore cause significant harm to our business and prospects. Harm to our reputation can arise directly or indirectly from numerous sources, including, among others, employee misconduct (including the possibility of employee fraud), litigation, failure to deliver minimum standards of service and quality, compliance failures, breach of legal or regulatory requirements, unethical behaviour (including adopting inappropriate sales and trading practices), and the activities of customers and counterparties. Further, negative publicity regarding us may result in harm to our operating results, financial condition and prospects.

Actions by the financial services industry generally or by certain members of, or individuals in, the industry can also affect our reputation. For example, the role played by financial services firms in the financial crisis has caused public perception of us and others in the financial services industry to decline.

We could suffer significant reputational harm if we fail to identify and manage potential conflicts of interest properly. The failure, or perceived failure, to adequately address conflicts of interest could affect the willingness of customers to deal with us, or give rise to litigation or enforcement actions against us. Therefore, there can be no assurance that conflicts of interest will not arise in the future that could cause material harm to us.

Our financial statements are based in part on assumptions and estimates which, if inaccurate, could cause material misstatement of the results of our operations and financial condition

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of assets, liabilities, provisions, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may differ from those estimates. Estimates, judgements and assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. The accounting policies deemed critical to our results and financial condition, based upon materiality and significant judgements and estimates, include impairment of loans and advances, valuation of financial instruments, provision for conduct remediation and pensions.

The valuation of financial instruments measured at fair value can be subjective, in particular where models are used which include unobservable inputs. Given the uncertainty and subjectivity associated with valuing such instruments it is possible that the results of our operations and financial condition could be materially misstated if the estimates and assumptions used prove to be inaccurate.

If the judgement, estimates and assumptions we use in preparing our consolidated financial statements are subsequently found to be incorrect, there could be a material effect on our results of operations and a corresponding effect on our funding requirements and capital ratios.

Disclosure controls and procedures over financial reporting may not prevent or detect all errors or acts of fraud

Disclosure controls and procedures over financial reporting are designed to provide reasonable assurance that information required to be disclosed by us within our financial statements or under other accounting, regulatory, supervisory or listing authority requirements, including in reports filed or submitted under the US Securities Exchange Act of 1934, as amended (the Exchange Act), is accumulated and communicated to management, and recorded, processed, summarised and reported within the time periods specified in the US Securities and Exchange Commission’s rules and forms and other applicable accounting, regulatory, supervisory or listing authority requirements. We adopted the Committee of Sponsoring Organisations of the Treadway Commission internal control – integrated framework with effect from 15 December 2014, replacing the previous framework. The revised framework is designed to recognise the many changes in business and operating environments since the issuance of the original framework and is intended to broaden and enhance the application of controls over financial reporting.

However, there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Santander UK plc    297


Annual Report 2016

Other information for US investors

Consequently, our business is exposed to risk from potential non-compliance with policies, employee misconduct or negligence and fraud, which could result in regulatory sanctions, civil claims and serious reputational or financial harm. In recent years, a number of multinational financial institutions have suffered material losses due to the actions of ‘rogue traders’ or other employees. It is not always possible to deter employee misconduct and the precautions we take to prevent and detect this activity may not always be effective. As a result of the inherent limitations in the control system, misstatements due to error or fraud may occur and not be detected.

Changes in accounting standards could impact reported earnings

The accounting standard setters and other regulatory bodies periodically change the financial accounting and reporting standards that govern the preparation of our consolidated financial statements. These changes can materially impact how we record and report our financial condition and results of operations. In some cases, we could be required to apply a new or revised standard retroactively, resulting in the restatement of prior period financial statements. For further information about developments in financial accounting and reporting standards, see Note 1 to the Consolidated Financial Statements.

We rely on third parties and affiliates for important infrastructure support, products and services

Third party providers and certain affiliates provide key components of our business infrastructure such as loan and deposit servicing systems, back office and business process support, information technology production and support, internet connections and network access. Relying on these third party providers and affiliates is a source of operational and regulatory risk to us, including with respect to security breaches affecting such parties. We are also subject to risk with respect to security breaches affecting our third party providers and affiliates, and other parties that interact with these parties. As our interconnectivity with these third parties and affiliates increases, we increasingly face the risk of operational failure with respect to their systems. We may be required to take steps to protect the integrity of our operational systems, thereby increasing our operational costs and potentially decreasing customer satisfaction. In addition, any problems caused by these third parties or affiliates, including as a result of them not providing us their services for any reason, or performing their services poorly, could adversely affect our ability to deliver products and services to customers and otherwise conduct our business, which could lead to reputational damage and regulatory investigations and intervention. Replacing these third party vendors or affiliates could also entail significant delays and expense. Further, the operational and regulatory risk we face as a result of these arrangements may be increased to the extent that we restructure such arrangements. Any restructuring could involve significant expense to us and entail significant delivery and execution risk which could have a material adverse effect on our business, operations and financial condition.

We are part of a group and we may engage in transactions with our subsidiaries or affiliates

We and our subsidiaries and affiliates have entered into a number of services agreements pursuant to which we render services, such as administrative, accounting, finance, treasury, legal and other services. Also, we rely upon certain outsourced services (including information technology support, maintenance and consultancy services) provided by certain other members of the Banco Santander group (for more information, see the risk factor entitled ‘We rely on third parties and affiliates for important infrastructure support, products and services’). The foregoing arrangements may be considered by some not to be on an arm’s-length basis. English law applicable to public companies and financial groups and institutions, as well as our articles of association, provide for several procedures designed to ensure that the transactions entered into, with or among our financial subsidiaries, do not deviate from prevailing market conditions for those types of transactions, including the requirement that our board of directors approve such transactions. We are likely to continue to engage in transactions with our subsidiaries or affiliates (including our controlling shareholder). Future conflicts of interests between us and any of our subsidiaries or affiliates, or among our subsidiaries and affiliates, may arise, which conflicts are not required to be and may not be resolved in our favour.

Further, as a subsidiary of Banco Santander SA, we may need to rely on our parent for support in our business, operations or capital position. If Banco Santander SA is not able to provide support at the required time, this could have a material adverse effect on our financial condition and prospects. In addition, we are subject to the oversight of Banco Santander SA and the strategy of the Banco Santander group as a whole and any material change in the strategy of the Banco Santander group may have a material adverse effect on our business and prospects.

Different disclosure and accounting principles between the UK and the US may provide different or less information about us than you expected

There may be less publicly available information about us than is regularly published about companies in the US. Issuers of securities in the UK are required to make public disclosures that are different from, and that may be reported under presentations that are not consistent with, disclosures required in countries with a relatively more developed capital market, including the US. While we are subject to the periodic reporting requirements of the Exchange Act, we are not subject to the same disclosure requirements in the US as a domestic US registrant under the Exchange Act, including the requirements to prepare and issue quarterly reports, or the proxy rules applicable to domestic US registrants under Section 14 of the Exchange Act or the insider reporting and short-swing profit rules under Section 16 of the Exchange Act. Accordingly, the information about us available will not be the same as the information available to holders of securities of a US company and may be reported in a manner that is not familiar.

Risks concerning enforcement of judgments made in the US

The Company is a public limited company registered in England and Wales. All of the Company’s directors live outside the US. As a result, it may not be possible to serve process on such persons in the US or to enforce judgments obtained in US courts against them or us based on the civil liability provisions of the US federal securities laws or other laws of the US or any state thereof.

298    Santander UK plc


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Risk elements in the loan portfolio

The disclosure of credit risk elements in this section reflects US accounting practice and classifications. The purpose of the disclosure is to present within the US disclosure framework the elements of our loan portfolios with a greater risk of loss. The main classifications of credit risk elements presented are:

 

-Impaired loans
-Unimpaired loans contractually past due 90 days or more as to interest or principal
-Forbearance
-Troubled debt restructurings
-Potential problem loans and advances
-Cross border outstandings.

Impaired loans

Loans are classified as impaired when there is objective evidence that not all contractual cash flows will be received. Under IFRS, separate disclosure is required of loans that are neither past due nor impaired, past due but not impaired, and impaired. This disclosure may be found in the ‘Credit risk’risk – Santander UK group level – credit risk review’ section of the Risk review.

In accordance with IFRS, Santander UK 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. Interest income recognised on impaired loans is set out in the Consolidated Financial Statements. The income adjustment in respect of interest that is not anticipated to be recovered was £11m (2015: £15m, (2014: £23m, 2013: £31m)2014: £23m).

Unimpaired loans contractually past due 90 days or more as to interest or principal

We classify loans as NPLs where customers don’t make a payment for three months or more, or if we have data to make us doubt they can keep up with their payments. We describe this in more detail in the ‘Credit risk - Risk measurement and control’– Santander UK group level – credit risk management’ section of the Risk review. Details of our non-performing loans and advances are set out below and in the ‘Non-performing loans and advances’ sections‘Credit risk – Santander UK group level – credit risk review’ section of the Risk review.

    

2016

£m

   

2015

£m

   

2014

£m

   

2013

£m

   

2012

£m

 

Loans and advances to customers(1) of which:

               200,156                198,634                190,651                187,048                194,733 

NPLs

   2,994    3,056    3,424    3,823    4,210 

Total impairment loan loss allowances

   989    1,157    1,439    1,555    1,803 
    %    %    %    %    % 

NPL ratio(2)

   1.50    1.54    1.80    2.04    2.16 

Coverage ratio(3)

   33    38    42    41    43 
(1)Includes Social Housing loans and finance leases, and excludes trading assets.
(2)NPLs as a percentage of loans and advances to customers.
(3)Impairment loss allowances as a percentage of NPLs.

Forbearance

To support customers that encounter difficulties, we operate forbearance programmes to amend contractual amounts or timings where a customer’s financial distress indicates the potential that satisfactory repayment may not be made within the original terms and conditions of the contract. We employ a range of forbearance strategies in order to improve the management of customer relationships, maximise collection opportunities within customers’ affordability and, if possible, avoid foreclosure or repossession. For more on this, see the ‘Credit risk management - management—Retail Banking’, ‘Credit risk management – Commercial Banking’, ‘Credit risk management – Global Corporate Banking’, and ‘Credit risk management – Corporate Centre’Other segments’ sections of the Risk review.

Troubled debt restructurings

The US Securities and Exchange Commission requires separate disclosure of any loans whose terms have been modified by the lender because of the borrower’s financial difficulties, as a concession that the lender would not otherwise consider. These are classified as troubled debt restructurings. For disclosure of loans that would otherwise have been classified as past due or impaired whose terms have been renegotiated and disclosure on forbearance, see the ‘Credit risk’ section of the Risk review.

Potential problem loans and advances

Credit risk elements also cover potential problem loans. These are loans where information on possible credit problems among borrowers causes management to seriously doubt their ability to comply with the loan repayment terms. There are no potential problem loans other than those discussed above, and as discussed in disclosures by division given in the ‘Credit risk’ section of the Risk review.

Santander UK plc    299


Annual Report 2016

Other information for US investors

Cross border outstandings

Cross border outstandings, as defined by bank regulatory rules, are amounts payable to us by residents of foreign countries, regardless of the currency in which the claim is denominated, and local country claims in excess of local country obligations. Cross border outstandings consist mainly of loans and advances to customers and banks, finance lease debtors, interest-bearing investments and other monetary assets.

In addition to credit risk, cross border outstandings have the risk that, as a result of political or economic conditions in a country, borrowers may be unable to meet their contractual payment obligations of principal and or interest when due because of the unavailability of, or restrictions on, foreign exchange needed by borrowers to repay their obligations. These cross border outstandings are controlled through a well-developed system of country limits, which are reviewed to avoid concentrations of transfer, economic or political risks.

For further analysis of our country risk exposures, including eurozone and peripheral eurozone exposures and redenomination risk, see the ‘Country risk exposure’ section of the Risk review.

Annual Report 2015

Other information for US investors

(i) Cross border outstandings exceeding 1% of total assets

At 31 December 2016, 2015 2014 and 2013,2014 cross border outstandings exceeding 1% of total assets were as follows:

 

2016  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

US

   5.0    13.1    0.1    18.2 

Japan

   2.8    3.3    1.4    7.5 
2015    

Governments and

official institutions

£bn

     

Banks and other

financial institutions

£bn

     

Other

£bn

     

Total

£bn

                     

US

     2.7       12.2       0.1       15.0     2.7    12.2    0.1    15.0 

Japan

     2.7       1.1       1.7       5.5     2.7    1.1    1.7    5.5 

France

     0.4       2.2       1.6       4.2     0.4    2.2    1.6    4.2 

2014

                                        

US

     4.9       11.1       0.2       16.2     4.9    11.1    0.2    16.2 

Japan

     3.8       0.2       1.1       5.1     3.8    0.2    1.1    5.1 

2013

                    

US

     5.3       8.3       0.6       14.2  

Japan

     3.8       0.1       0.1       4.0  

(ii) Cross border outstandings between 0.75% and 1% of total assets

At 31 December 2015, 2014 and 2013, cross border outstandings between 0.75% and 1% of total assets were as follows:

  

  

2015    

Governments and

official institutions

£bn

     

Banks and other

financial institutions

£bn

     

Other

£bn

     

Total

£bn

 

Germany

     0.1       2.2       0.5       2.8  

2014

                    

France

     0.4       2.2       0.1       2.7  

Spain

     -       2.5       0.1       2.6  

Germany

     0.2       1.9       0.3       2.4  

2013

                    

Spain

     -       2.5       0.1       2.6  

France

     0.4       1.9       0.1       2.4  

Switzerland

     0.5       1.3       0.5       2.3  

(iii) Cross border outstandings between 0.5% and 0.75% of total assets

At 31 December 2015, 2014 and 2013, cross border outstandings between 0.5% and 0.75% of total assets were as follows:

  

  

2015    

Governments and

official institutions

£bn

     

Banks and other

financial institutions

£bn

     

Other

£bn

     

Total

£bn

 

Spain

     -       1.7       0.2       1.9  

2014

                    

Switzerland

     0.7       0.5       0.3       1.5  

2013

                    

Germany

     -       1.6       0.2       1.8  

Denmark

     -       1.4       0.1       1.5  

(ii) Cross border outstandings between 0.75% and 1% of total assets

At 31 December 2016, 2015 and 2014, cross border outstandings between 0.75% and 1% of total assets were as follows:

2016  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

Spain

   -    2.5    0.2    2.7 

Luxembourg

   -    2.3    0.3    2.6 

Germany

   -    2.5    -    2.5 

France

   0.4    2.0    0.1    2.5 
2015                    

Germany

   0.1    2.2    0.5    2.8 
2014                    

France

   0.4    2.2    0.1    2.7 

Spain

   -    2.5    0.1    2.6 

Germany

   0.2    1.9    0.3    2.4 

(iii) Cross border outstandings between 0.5% and 0.75% of total assets

At 31 December 2016, 2015 and 2014, cross border outstandings between 0.5% and 0.75% of total assets were as follows:

2016

None.

2015  

Governments and

official institutions

£bn

   

Banks and other

        financial institutions

£bn

   

                             Other

£bn

   

                             Total

£bn

 

Spain

   -    1.7    0.2    1.9 
2014                    

Switzerland

   0.7    0.5    0.3    1.5 

 

 

336300    Santander UK plc


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The geographical analysis below is based on the location of the office from which the loans and advances to customers are made, rather than the domicile of the borrower. For geographical analysis by the domicile of the borrower rather than the office of lending, see the ‘Country risk exposure’ section in the Risk review.

Impairment loss allowances on loans and advances to customers

An analysis of impairment loss allowances on loans and advances to customers is presented below.

 

    

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011(1)

£m

   

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Observed impairment loss allowances:

                              

Advances secured on residential properties - UK

     159       248       303       299       381     130    159    248    303    299 

Corporate loans - UK

     282       412       482       734       407     287    282    412    482    734 

Finance leases - UK

     12       7       8       6       6     13    12    7    8    6 

Unsecured personal advances - UK

     78       85       80       146       330     73    78    85    80    146 

Total observed impairment loss allowances

     531       752       873       1,185       1,124     503    531    752    873    1,185 

Incurred but not yet observed impairment loss allowances:

                              

Advances secured on residential properties - UK

     265       331       290       253       97     149    265    331    290    253 

Corporate loans - UK

     113       146       151       162       127     95    113    146    151    162 

Finance leases - UK

     57       47       36       34       31     100    57    47    36    34 

Unsecured personal advances - UK

     191       163       205       168       184     142    191    163    205    168 

Total incurred but not yet observed impairment loss allowances

     626       687       682       617       439     486    626    687    682    617 

Total impairment loss allowances

     1,157       1,439       1,555       1,802       1,563     989    1,157    1,439    1,555    1,802 

(1) The data for 2011 does not reflect discontinued operations as the data cannot be re-presented without unreasonable effort and expense.

Movements in impairment loss allowances on loans and advances to customers

An analysis of movements in impairment loss allowances on loans and advances to customers is presented below.

     

  

  

    
    

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011(1)

£m

 

Impairment loss allowances at 1 January

     1,439       1,555       1,802       1,429       1,655  

Amounts written off:

                    

Advances secured on residential properties - UK

     (32)       (56)       (89)       (75)       (92)  

Corporate loans - UK

     (157)       (150)       (382)       (215)       (164)  

Finance leases - UK

     (5)       (7)       (10)       (13)       (9)  

Unsecured personal advances - UK

     (244)       (272)       (342)       (377)       (466)  

Total amounts written off

     (438)       (485)       (823)       (680)       (731)  

Observed impairment losses charged against profit:

                    

Advances secured on residential properties - UK

     (57)       1       93       55       104  

Corporate loans - UK

     24       80       130       542       249  

Finance leases - UK

     12       6       12       12       14  

Unsecured personal advances - UK

     248       277       316       338       412  

Total observed impairment losses charged against profit

     227       364       551       947       779  

Incurred but not yet observed impairment losses charged against/(released into) profit

     (71)       5       25       106       (140)  

Total impairment losses charged against profit

     156       369       576       1,053       639  

Impairment loss allowances at 31 December

     1,157       1,439       1,555       1,802       1,563  
     %       %       %       %       %  

Ratio of amounts written off to average loans during the year

     0.22       0.26       0.43       0.34       0.36  

(1) The data for 2011 does not reflect discontinued operations as the data cannot be re-presented without unreasonable effort and expense.

Recoveries

An analysis of recoveries is presented below.

     

  

  

    
    

2015

£m

     

2014

£m

     

2013

£m

     

2012

£m

     

2011

£m

 

Advances secured on residential properties - UK

     2       3       4       4       3  

Corporate loans - UK

     3       4       8       6       12  

Finance leases - UK

     2       2       2       2       3  

Unsecured personal advances - UK

     83       102       87       53       56  

Total amount recovered

     90       111       101       65       74  

Movements in impairment loss allowances on loans and advances to customers

An analysis of movements in impairment loss allowances on loans and advances to customers is presented below.

    

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Impairment loss allowances at 1 January

   1,157    1,439    1,555    1,802    1,429 

Amounts written off:

          

Advances secured on residential properties - UK

   (29)    (32)    (56)    (89)    (75) 

Corporate loans - UK

   (72)    (157)    (150)    (382)    (215) 

Finance leases - UK

   (3)    (5)    (7)    (10)    (13) 

Unsecured personal advances - UK

   (196)    (244)    (272)    (342)    (377) 

Total amounts written off

   (300)    (438)    (485)    (823)    (680) 

Observed impairment losses charged against profit:

          

Advances secured on residential properties - UK

   -    (57)    1    93    55 

Corporate loans - UK

   77    24    80    130    542 

Finance leases - UK

   12    12    6    12    12 

Unsecured personal advances - UK

   174    248    277    316    338 

Total observed impairment losses charged against profit

   263    227    364    551    947 

Incurred but not yet observed impairment losses charged against/(released into) profit

   (131)    (71)    5    25    106 

Total impairment losses charged against profit

   132    156    369    576    1,053 

Impairment loss allowances at 31 December

   989    1,157    1,439    1,555    1,802 
    %   %   %   %   % 

Ratio of amounts written off to average loans during the year

   0.15    0.22    0.26    0.43    0.34 

Recoveries, net of collection costs

An analysis of recoveries, net of collection costs is presented below.

    

                2016

£m

   

                2015

£m

   

                2014

£m

   

                2013

£m

   

                2012

£m

 

Advances secured on residential properties - UK

   4    2    3    4    4 

Corporate loans - UK

   3    3    4    8    6 

Finance leases - UK

   2    2    2    2    2 

Unsecured personal advances - UK

   56    83    102    87    53 

Total amount recovered

   65    90    111    101    65 

 

 

Santander UK plc    301


Annual Report 20152016

Other information for US investors

 

 

 

Taxation for US investors

The following is a summary, under current law, of the main UK tax considerations relating to the beneficial ownership by a US taxpayer of the securitiesshares of the Company. This summary is provided for general guidance and does not address investors that are subject to special rules or that do not hold the perpetual securitiesshares 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.shares.

UK 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.

UK 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:

-anAn individual who is neither resident nor ordinarily resident in the UK or
-aA 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).

UK inheritance tax

Under the current estate and gift tax convention between the US and the UK, shares held by an individual shareholder who is:

-domiciledDomiciled for the purposes of the convention in the US and
-isIs not for the purposes of the convention a national of the UK

will not be subject to UK inheritance tax on:

-theThe individual’s death or
-onOn 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

Share capital

Details of the Company’s share capital are set out in Note 36 to the Consolidated Financial Statements.

Major shareholders

At 31 December 2013, the Company was a subsidiary of Banco Santander SA and Santusa Holding SL. With effect from 10 January 2014, Santander UK Group Holdings Limited, a subsidiary of Banco Santander SA and Santusa Holding SL, became the beneficial owner of the entire issued ordinary share capital of the Company by virtue of a share exchange agreement between Santander UK Group Holdings Limited, Banco Santander SA and Santusa Holding SL.

Exchange controls

There are no UK laws, decrees or regulations that restrict our export or import of capital, including the availability of cash and cash equivalents for use by us, 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.

 

 

338302    Santander UK plc


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Articles of Association

The following is a summary of the Articles of Association (the Articles) of the Company.

Santander UK plc is a public limited company incorporated and registered in England and Wales under the Companies Act 2006, with registered number 2294747. The Articles do not specifically state or limit the objects of the Company which 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 his or her 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-upwinding 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.

On a distribution of assets on winding-upwinding up of the Company or return of capital (other than on a redemption or purchase by the Company of any of its share capital), members holding preference shares shall in respect thereof be entitled to receive, out of the surplus assets remaining after payment of the Company’s liabilities, an amount equal to the amount paid up or credited as paid up on the preference shares together with such premium (if any) as may be determined by the Board prior to allotment thereof (and so that the Board may determine that such premium is payable only in specified circumstances).

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. Where the shares are partly paid, the Board may make further calls upon the holders in respect of any sum whether in respect of nominal value or premium that is 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 shares of any class.

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 Meetinggeneral 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% 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 laws and regulations in their home jurisdiction.

 

 

Santander UK plc    303


Annual Report 20152016

Other information for US investors

 

 

 

Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended (the Exchange Act), an issuer is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities designated pursuant to certain Executive Orders. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

The following activities are disclosed in response to Section 13(r) with respect to the Company and its affiliates within the Banco Santander group. During the period covered by this report:

 

(a)Santander UK holds frozentwo savings accounts and one current account for two customers resident in the UK who are currently designated by the US for terrorism. The accounts held by each customer were blocked afterunder the customer’s designationSpecially Designated Global Terrorist (SDGT) sanctions program. Revenues and have remained blocked and dormant throughout 2015. Revenueprofits generated by Santander UK on these accounts in 2015 was negligible.the year ended December 31, 2016 were negligible.

 

(b)Santander UK held a savings account for a customer resident in the UK who is currently designated by the US under the SDGT sanctions program. The savings account was closed on July 26, 2016. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible.

(c)Santander UK held a current account for a customer resident in the UK who is currently designated by the US under the SDGT sanctions program. The current account was closed on December 22, 2016. Revenue generated by Santander UK on this account in the year ended December 31, 2016 was negligible.

(d)Santander UK holds two frozen current accounts for two UK nationals who are designated by the US under the SDGT sanctions program. The accounts held by each customer have been frozen since their designation and have remained frozen through the year ended December 31, 2016. The accounts are in arrears (£1,844.73 in debit combined) and are currently being managed by Santander UK Collections & Recoveries department. Revenues and profits generated by Santander UK on these accounts in the year ended December 31, 2016 were negligible.

(e)During the year ended December 31, 2016, Santander UK had an OFAC match on a power of attorney account. The power of attorney listed on the account is currently designated by the US under the SDGT & Iranian Financial Sanctions Regulations (IFSR) sanctions program. The power of attorney was removed from the account on July 29, 2016. During the year ended December 31, 2016, revenues and profits generated by Santander UK were negligible.

(f)An Iranian national, resident in the UK, who is currently designated by the US under the Iranian Financial Sanctions RegulationsIFSR and the Non-Proliferation of Weapons of Mass Destruction (NPWMD) designation, holdsheld a mortgage with Santander UK that was issued prior to such designation. The mortgage account was redeemed and closed on April 13, 2016. No further drawdown has been made (or would be allowed) under this mortgage although we continuecontinued to receive repayment instalments. In 2015, total revenue in connection with the mortgage was approximately £3,876 whilst net profits were negligible relativeinstalments prior to the overall profits of Santander UK.redemption. Revenue generated by Santander UK does not intend to enter into any new relationships withon this customer, and any disbursements will only be madeaccount in accordance with applicable sanctions.the year ended December 31, 2016 was negligible. The same Iranian national also holdsheld two investment accounts with Santander ISA Managers Limited. The funds within both accounts arewere invested in the same portfolio fund. The accounts have remained frozen during 2015. The investment returns are being automatically reinvested,until the investments were closed on May 12, 2016 and no disbursements have been madecheques issued to the customer. Total revenuecustomer on May 13, 2016. Revenue generated by Santander UK on these accounts in 2015 for the Banco Santander group in connection with the investment accountsyear ended December 31, 2016 was approximately £188 whilst net profits in 2015 were negligible relative to the overall profitsrevenues of Banco Santander SA.

 

(c)A UK national is designated by the US under the Specially Designated Global Terrorist (SDGT) sanctions programme and is on the US Department of the Treasury’s Office of Foreign Assets Control’s Specially Designated Nationals and Blocked Persons List (SDN List). The customer of Santander UK holds a bank account which generated revenue of approximately £180 during the third and fourth quarter of 2015. The account is blocked. Net profits in the third and fourth quarter of 2015 in connection with this account were negligible relative to the overall profits of Banco Santander SA. A second UK national is designated by the US under the SDGT sanctions programme and is on the US SDN List. No transactions were made in the third and fourth quarter of 2015 and the account is blocked and in arrears.

(d)(g)In addition, during the fourth quarter of 2015,year ended December 31, 2016, Santander UK has identified one additional customer. Aheld a basic current account for an Iranian national, resident in the UK, national ispreviously designated by the US under the SDGT sanctions programme and is on the US SDN List. The customer holds a bank account which generated negligible revenue during the fourth quarter of 2015.OFAC Iran designation. The account was closed during the fourth quarter of 2015. Net profitsin September 2016. Revenue generated by Santander UK on this account in the fourth quarter of 2015 were negligible relative to the overall profits of Banco Santander SA.year ended December 31, 2016 was negligible.

In addition, the Banco Santander group hadhas an outstanding legacy export credit facility with Bank Mellat, which is included in the US SDN List.Mellat. In 2005, Banco Santander SA participated in a syndicated credit facility for Bank Mellat of15.5m, which matured on July 6, July 2015. AtAs of December 31, December 2015,2016, the Banco Santander group was owed0.3m0.1m not paid at maturity under this credit facility, and 95%corresponding to the 5% that was not covered by three official export credit agencies.

Banco Santander SA has not been receiving payments from Bank Mellat under this or other credit facilityfacilities in recent years. Banco Santander SA has been and expects to continue to be repaid any amounts due by official export credit agencies. No funds have been extended by Banco Santander SA under this credit facility since it was granted.

TheIn addition, the Banco Santander group also has certain legacy performance guarantees for the benefit of Bank Sepah and Bank Mellat (stand-by letters of credit to guarantee the obligations – either under tender documents or under contracting agreements – of contractors who participated in public bids in Iran) that were in place prior to April 27, April 2007. However, should any of the contractors default in their obligations under the public bids, the Banco Santander group would not be able to pay any amounts due to Bank Sepah or Bank Mellat because any such payments would be frozen pursuant to Council Regulation (EU) No. 961/2010.

In the aggregate, all of the transactions described above resulted in approximately15,000 gross revenues and approximately77,000 net loss to the Banco Santander groupprofits in the year ended December 31, December 2015, all2016 that were negligible relative to the overall revenues and profits of which resulted from the performance of export credit agencies rather than any Iranian entity.Banco Santander SA. The Banco Santander group has undertaken significant steps to withdraw from the Iranian market such as closing its representative office in Iran and ceasing all banking activities therein, including correspondent relationships, deposit taking from Iranian entities and issuing export letters of credit, except for the legacy transactions described above. The Banco Santander group is not contractually permitted to cancel these arrangements without either (i) paying the guaranteed amount – which payment would be frozen as explained above (in the case of the performance guarantees), or (ii) forfeiting the outstanding amounts due to it (in the case of the export credits). As such, the Banco Santander group intends to continue to provide the guarantees and hold these assets in accordance with company policy and applicable laws.

 

 

340304    Santander UK plc


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NewNew York Stock Exchange (NYSE) Corporate Governance – differences in UK and NYSE corporate governance practice

The Company has fully and unconditionally guaranteedissues notes in the debt securities of its wholly owned subsidiary Abbey National Treasury Services plc (ANTS).US from time to time pursuant to a shelf registration statement filed with the SEC. As this guarantee includes NYSE-listed debt securities,these notes are listed on the NYSE, the Company is required to comply with NYSE corporate governance standards. Under the NYSE corporate governance standards, the Company must disclose any significant ways in which its corporate governance practices differ from those followed by US companies under the NYSE corporate governance standards. We believe the following to be the significant differences between our current corporate governance practices and those applicable to US companies under the NYSE corporate governance standards.

Under the NYSE corporate governance standards, independent directors must comprise a majority of the Board. As at 31 December 2015,2016, our Board was comprised of a Chair (who is also a Non-Executive Director), one Executive Director (the CEO) and teneleven other Non-Executive Directors. The Chair, Shriti Vadera, and fivesix of the other Non-Executive Directors, Alain Dromer, Annemarie Durbin, Ed Giera, Chris Jones, Genevieve Shore and Scott Wheway, were independent as defined in the NYSE corporate governance standards. The other five Non-Executive Directors were not independent according to NYSE corporate governance standards as they are representatives of the ultimate parent company, Banco Santander SA.

Annemarie Durbin joined the Board as Independent Non-Executive Director on 13 January 2016. The Board has determined that Annemarie Durbin was independent upon appointment according to NYSE corporate governance standards.

The NYSE corporate governance standards require that listed US companies have a nominating or corporate governance committee composed entirely of independent directors and with a written charter addressing certain corporate governance matters. Applicable UK rules do not require companies without equity shares listed on the London Stock Exchange, such as the Company, to have a nominating committee. However, the Company has a Board Nomination Committee, which leads the process for Board appointments. This Committee has written Terms of Reference setting out its role to identify and nominate candidates for Board and Board Committee appointments. As at 31 December 2015,2016, the following Directors made up the Board Nomination Committee: Shriti Vadera (Chair), Ana Botín, Bruce Carnegie-Brown, Chris Jones, Ed Giera and Scott Wheway. Of these Directors, Shriti Vadera, Chris Jones, Ed Giera and Scott Wheway were independent according to NYSE corporate governance standards as at 31 December 2015.2016.

In addition, the Board is responsible for monitoring the effectiveness of the Company’s governance practices and making changes as needed to ensure the alignment of the Company’s governance system with current best practices. The Board monitors and manages potential conflicts of interest of management, Board members, shareholders, external advisors and other service providers, including misuse of corporate assets and abuse in related party transactions.

The NYSE corporate governance standards require that listed US companies have a compensation committee composed entirely of independent directors and with a written charter addressing certain corporate governance matters. The Board Remuneration Committee was not composed entirely of independent directors in 20152016 according to NYSE corporate governance standards. Under its written Terms of Reference, this Committee is primarily responsible for overseeing and supervising Santander UK’s policies and frameworks covering remuneration and reward. As at 31 December 2015,2016, the Board Remuneration Committee was made up of fivesix independent Non-Executive Directors according to NYSE corporate governance standards (Scott Wheway (Chair), Alain Dromer, Annemarie Durbin, Ed Giera, Chris Jones, Alain Dromer and Genevieve Shore) and one Non-Executive Director who was not independent according to such standards (Bruce Carnegie-Brown). Annemarie Durbin joined the Board Remuneration Committee on 13 January 2016. The Board has determined that Annemarie Durbin was independent upon appointment according to NYSE corporate governance standards.

The NYSE corporate governance standards require that listed US companies have an audit committee that satisfies the requirements of Rule 10A-3 under the US Securities Exchange Act of 1934, as amended (‘Rule 10A-3’)(Rule 10A-3), with a written charter addressing certain corporate governance matters, and whose members are all independent as defined in Rule 10A-3. As a wholly-owned subsidiary of a parent that satisfies the requirements of Rule 10A-3(c)(2), the Company is exempt from the requirements of Rule 10A-3. TheHowever, the Company does have a Board Audit Committee. As at 31 December 2015,2016, the Board Audit Committee was made up of sixseven Non-Executive Directors: Chris Jones (Chair), Alain Dromer, Annemarie Durbin, Ed Giera, Genevieve Shore, Manuel Soto and Scott Wheway. FiveAll seven members were independent in 20152016 as defined in Rule 10A-3: Alain Dromer, Ed Giera, Chris Jones, Genevieve Shore, and Scott Wheway. However the10A-3.

The scope of the Board Audit Committee’s Terms of Reference as well as the duties and responsibilities of such committee are more limited than that required of audit committees under the NYSE corporate governance standards. For example, the Board Audit Committee does not provide an audit committee report as required by the NYSE corporate governance standards to be included in the Company’s annual proxy statement. Annemarie Durbin joined the Audit Committee on 13 January 2016. The Board has determined that Annemarie Durbin was independent as defined in Rule 10A-3 upon appointment.

The NYSE corporate governance standards require that listed US companies adopt and disclose corporate governance guidelines, including with respect to the qualification, training and evaluation of their Directors. The NYSE corporate governance standards also require that the Board conducts a self-evaluation at least annually to determine whether it and its committees are functioning effectively. The Board has undertaken regular reviews of Board effectiveness primarily through an internal process led by the Chair. In 2013, the first external Board effectiveness review was conducted by Bvalco Limited, an external evaluator. The Board undertook an external review of Board effectiveness in 2016 and agreed on a plan for continuous improvement.

A CEO of a US company listed on the NYSE must annually certify that he or she is not aware of any violation by the company of NYSE corporate government standards. In accordance with NYSE corporate governance standards applicable to foreign private issuers, our CEO is not required to provide the NYSE with such an annual compliance certification.

In addition, as a wholly-owned subsidiary of an NYSE-listed company, the Company is exempt from two NYSE listing standards otherwise applicable to foreign companies listed on the NYSE as well as US companies listed on the NYSE. The first requires the CEO of any NYSE-listed foreign company to notify promptly the NYSE in writing after any executive of the issuer becomes aware of any material non-compliance with any applicable NYSE corporate governance standards. The second requires NYSE-listed foreign companies to submit executed written affirmations annually to the NYSE.

 

 

Santander UK plc    305


Annual Report 20152016

Other information for US investors

 

 

 

Cross-referenceGlossary of financial services industry terms

TermDefinition
1I2I3 World

The 1I2I3 World is the marketing name for a suite of products offering customers a range of benefits such as cashback and tiered interest, house insurance and special deals. The products include the 1I2I3 Current Account, the 1I2I3 Credit Card, and additional current accounts tailored to specific stages in a person’s life, such as the 1I2I3 Mini (for children, in Trust), Student, Graduate, and Postgraduate accounts.

1I2I3 World customer

A customer who holds one of our 1I2I3 current accounts, 1I2I3 Credit Card (including additional card holders) or the 1I2I3 Mini Account (in Trust). Trustees are not classed as 1I2I3 World customers. All customers must meet the eligibility for each product and 1I2I3 World offer.

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.

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 or student loans.

UK Bank Levy

The government levy that applies to certain UK banks, UK building societies and the UK operations of foreign banks from 1 January 2011. The levy is payable based on a percentage of the chargeable equity and liabilities of the bank at the balance sheet date.

Basel III

In December 2010, the Basel Committee on Banking Supervision issued the Basel III rules text, which presents the details of strengthened global regulatory standards on bank capital adequacy and liquidity. The standards were implemented in the EU in January 2014.

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.

Business Banking

Division serving enterprises with a turnover of up to £250,000 per annum.

Colleague engagement

Colleague engagement is measured on annual basis in the Group Engagement Survey (GES), conducted by Korn Ferry for Banco Santander. Results are benchmarked against other firms in the UK financial sector and other high performing firms.

Collectively assessed

loan impairment

provisions

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. See ‘Impairment of financial assets’ in Note 1 to the Consolidated Financial Statements.
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 Santander UK 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 be issued in a range of denominations and can be discounted or interest-bearing.

Commercial Real Estate

(CRE)

Lending to UK customers, primarily on tenanted property assets, with a focus on the office, retail, industrial and residential sectors.

Common Equity Tier 1

(CET1) capital

The called-up share capital and eligible reserves less deductions calculated in accordance with the CRD IV implementation rules as per the PRA Policy Statement PS7/13. CET1 capital ratio is CET1 capital as a percentage of risk-weighted assets.

CET1 capital ratio

CET1 capital as a percentage of risk weighted assets.

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.

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 PRA.

Core Tier 1 capital ratio

Core Tier 1 capital as a percentage of risk weighted assets.

Corporate customer

satisfaction

Measured by the Charterhouse UK Business Banking Survey, an ongoing telephone based survey designed to monitor usage and attitude of UK businesses towards banks. 17,000 structured telephone interviews are conducted each year among businesses of all sizes from new start-ups to large corporates with annual sales of £1bn.

Corporates

The sum of SMEs with an annual turnover of between £250,000 and £50m, mid corporate customers between £50m and £500m and large corporate customers above £500m.

Cost-to-income ratio

Total operating expenses as a percentage of total income.

Coverage ratio

Impairment loss allowances as a percentage of total non-performing loans and advances. See non-performing loans and advances tables in the Risk review for industry specific definitions of individual products.

Covered bonds

Debt securities backed by a portfolio of mortgages that is segregated from the issuer’s other assets solely for the benefit of the holders of the covered bonds. The Santander UK group issues covered bonds as part of its funding activities.

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.

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.

Credit Valuation

Adjustment (CVA)

Adjustments to the fair values of derivative assets to reflect the creditworthiness of the counterparty.

Capital Requirements

Directive IV (CRD IV)

An EU legislative package covering prudential rules for banks, building societies and investment firms.

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 will pay a fixed interest rate, while the other will pay 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.

Current Account Switch

Service (CASS) guarantee

On 16 September 2013, Bacs (previously Payments Council) launched CASS. The service is free-to-use for consumers, small charities, small businesses and small trusts, and is designed to make switching current accounts from one bank or building society to another, simpler, reliable and hassle-free, thus removing customers’ perceived barriers to switching. The new service is backed by a customer guarantee and aims to increase competition in the high street, support the entry of new banks in the current account marketplace and give customers greater choice if they want to switch.

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TermDefinition

Customer loans /

customer deposits

Money lent to or deposited by all individuals and companies that are not credit institutions. Such funds are predominantly recorded as assets and liabilities in the balance sheet under Loans and advances to customers and Deposits by customers, respectively.

Customer funding gap

Customer loans less customer deposits.

Customer satisfaction

See ‘Corporate customer satisfaction’ and ‘Retail customer satisfaction’.

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.

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.

Debt securities in issue

Transferable certificates of indebtedness of the Santander UK group to the bearer of the certificates. These are liabilities of the Santander UK group and include commercial paper, certificates of deposit, bonds and medium-term notes.

Defined benefit

obligation

The present value of expected future payments required to settle the obligations of a defined benefit plan resulting from employee service.
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.

Defined contribution

plan

A pension plan under which the Santander UK 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, i.e. the employer’s obligation is limited to its contributions to the fund.

Delinquency

See ‘Arrears’.

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 Santander UK group’s balance sheet under Deposits by Banks, Trading Liabilities or Financial Liabilities designated at Fair Value.

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.

Digital customers

Digital customers reflect the number of customers who have logged onto Retail or Business online banking or mobile app at least once in the month.

Distributable items

Equivalent to distributable profits under the Companies Act 2006.

Dividend payout ratio

Equity dividend declared as a percentage of earnings attributable to ordinary shareholders (profit after tax less payment of dividend on equity accounted instruments and non-controlling interests). The payment of each dividend is subject to regulatory approval.

Economic capital

An internal measure of the minimum equity and preference capital required for the Santander UK group to maintain its credit rating based upon its risk profile.

Expected loss

The Santander UK 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 Santander UK group-modelled view of anticipated loss based on Probability of Default, Loss Given Default and Exposure at Default, with a one-year time horizon.

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.

Exposure at default

(EAD)

The estimation of the extent to which the Santander UK 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.

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.

Financial Conduct

Authority (FCA)

A UK quasi-governmental agency formed as one of the successors to the Financial Services Authority (FSA). The FCA regulates financial firms providing services to UK consumers and maintains the integrity of the UK’s financial markets. It focuses on the regulation of conduct by both retail and wholesale financial services firms.

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 PRA 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 PRA, including Santander UK plc and other members of the Santander UK group.

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 a 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.

Forbearance

Forbearance takes place when a concession is made on the contractual terms of a loan in response to an obligor’s financial difficulties.

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).

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.

Funding for Lending

Scheme (FLS)

A scheme designed by the Bank of England and HM Treasury to incentivise banks and building societies to boost their lending to UK households and non-financial companies. It aims to do this by providing funding to banks and building societies for an extended period, with both the price and quantity of funding provided linked to their performance in lending to the UK non-financial sector.

Home loan (Residential

mortgage)

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.

Impaired loans

Loans where the Santander UK group does not expect to collect all the contractual cash flows or to collect them when they are contractually due.

Impairment loss

allowance (Loan loss

allowance)

An impairment loss allowance held on the balance sheet as a result of the raising of a charge against profit for the incurred loss in the lending book. An impairment loss allowance may be either identified or unidentified and individual or collective.

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Annual Report 2016

Other information for US investors

TermDefinition
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.

Individually assessed

loan impairment

provisions

Impairment is measured individually for assets that are individually significant. For these assets, the Santander UK 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.

Internal Capital

Adequacy Assessment

Process (ICAAP)

The Santander UK group’s own assessment of its regulatory capital requirements, as part of CRD IV. It takes into account the regulatory and commercial environment in which the Santander UK group operates, the Santander UK group’s Risk Appetite, the management strategy for each of the Santander UK group’s material risks and the impact of appropriate adverse scenarios and stresses on the Santander UK group’s capital requirements.

Internal Liquidity

Adequacy Assessment

Process (ILAAP)

The Santander UK group’s own assessment of the prudent level of liquidity that is consistent with the Santander UK group’s LRA. It documents and demonstrates the Santander UK group’s overall liquidity adequacy – an appropriate level of liquid resources, a prudent funding profile and comprehensive management and control of liquidity and funding risks.

Internal ratings-based

approach (IRB)

The Santander UK group’s method, under the CRD IV framework, for calculating credit risk capital requirements using the Santander UK 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.

Investment grade

A debt security, treasury bill or similar instrument with a credit rating measured by external agencies of AAA to BBB.
ISDA Master agreement

Standardised contract developed by ISDA (International Swaps and Derivatives Association) used as an umbrella under which bilateral derivatives contracts are entered into.

Large corporate

Enterprises which have a turnover above £500m per annum.

Lending to corporates

The sum of our Business banking, Commercial Banking and Global Corporate Banking loan balances.

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 Santander UK group has the ability to access at the measurement date.

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.

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.

Liquid assets coverage

of wholesale funding of

less than one year

LCR eligible liquidity pool divided by wholesale funding with a residual maturity of less than one year.

Liquidity Coverage Ratio

(LCR)

The LCR is intended to ensure that a bank maintains an adequate level of unencumbered, high quality liquid assets which can be used to offset the net cash outflows the bank could encounter under a short-term significant liquidity stress scenario.

LCR eligible liquidity

pool

Assets eligible for inclusion in the LCR as high quality liquid assets. The LCR eligible liquidity pool also covers both Pillar 1 and Pillar 2 risks.

Loan loss rate

Defined as a rolling twelve months impairment charge on loans and advances divided by average loans and advances.

Loan-to-deposit ratio

(LDR)

LDR is calculated as loans and advances to customers (excluding reverse repos) divided by deposits by customers (excluding repos).
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.

Loss Given Default (LGD)

The fraction of Exposure at Default 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.

Loyal retail customers

Primary banking current account customers (those who have a minimum credit turnover of at least £500 per month and at least two direct debits on the account) who hold an additional product.

Loyal SME and corporate

customers

Business banking and corporate customers that hold at least three products. Corporate customers in the trade business must also have a current account with a minimum activity threshold specific to their customer segment.

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.

Medium-Term Funding

(MTF)

Shown at a sterling equivalent value. Consists of senior debt issuance, asset-backed issuance (including securitisation and covered bond issuance) and structured issuance (including firm financing repurchase agreements). MTF excludes any collateral received from the Bank of England’s Funding for Lending Scheme (FLS) or Term Funding Scheme (TFS).

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.

Mid corporates

Enterprises which have a turnover of between £50m and £500m per annum.

Mortgages

Refers to residential retail mortgages only and excludes social housing and commercial mortgage assets.

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.

Mortgage retention

The proportion of customers with a maturing mortgage that remain with Santander. Applied to mortgages four months post maturity and is calculated as a twelve-month average of retention rates.

n.m.

Not meaningful when the change is above 100%.

308    Santander UK plc


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TermDefinition

Net fee and commission

income

Fee and commission income minus other fees paid that are not an integral part of the effective interest rate. For retail and corporate 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 Santander UK group’s branch and ATM networks, annual fees payable by credit card holders and fees for non-banking financial products.

Net interest income

The difference between interest received on assets and interest paid on liabilities.

Net Interest Margin (NIM)

Net interest income as a percentage of average interest-earning assets.

Net Stable Funding Ratio

(NSFR)

The ratio of available stable funding resources to stable funding requirements over a one year time horizon, assuming a stressed scenario. The Basel III rules require this ratio to be over 100%.

Non-performing loans

(NPLs)

Loans and advances are classified as non-performing typically when the counterparty fails to make payments when contractually due for three months or longer, although there can be additional qualifying criteria depending upon the business segment and product. For additional information on the definition of NPLs, see ‘Santander UK group Level—Credit risk management – risk measurement and control’ in the Risk review section of this Annual Report.

NPL ratio

NPLs as a percentage of loans and advances to customers.

Other retail products

Other Retail products include Business Banking, Cater Allen, Structured Products, cahoot and the branch in Jersey.

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.

Own credit

The effect of the Santander UK group’s own credit standing on the fair value of financial liabilities.

Past due

A financial asset such as a loan is past due when the counterparty has failed to make a payment when contractually due.
People Supported

People supported through our charity partnerships and leading Explorer, Transformer and Changemaker programmes. Employee volunteer activities are organised through our flagship Discovery Project programme, the Santander Foundation and Santander Universities.

Pillar 2

The part of the CRD IV Accord which sets out the process by which a bank should review its overall capital adequacy and the processes under which the supervisors evaluate how well financial institutions are assessing their risks and take appropriate actions in response to the assessments.

Pillar 3

The part of the CRD IV Accord which sets out the disclosure requirements for firms to publish details of their risks, capital and risk management. The aims are greater transparency and strengthening market discipline.

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.

Prime/prime mortgage

loans

A US description for mortgages granted to the most creditworthy category of borrowers.

Private equity investments

Equity holdings in operating companies not quoted on a public exchange.

Prudential Regulation

Authority (PRA)

The UK financial services regulator formed as one of the successors to the FSA. The PRA is part of the Bank of England and is responsible for the prudential regulation and supervision of banks, building societies, credit unions, insurers and major investment firms. It sets standards and supervises financial institutions at the level of the individual firm.

Regulatory capital

The amount of capital that the Santander UK group holds, determined in accordance with rules established by the UK PRA for the consolidated Santander UK group and by local regulators for individual Santander UK group companies.

Repurchase agreement

(Repo)

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).

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).
Retail customer satisfaction

Measured through the Financial Research Survey (FRS), a monthly personal finance survey of around 5,000 consumers prepared by the independent market research agency, GfK. The ‘Overall Satisfaction’ score refers to proportion of extremely and very satisfied customers across mortgages, savings, main current accounts, home insurance, UPLs and credit cards, based on a weighting of those products calculated to reflect the average product distribution across Santander UK and competitor brands.

Retail deposit spread

Retail Banking customer deposit spreads against the relevant swap rate or LIBOR. Retail Banking customer deposits include savings and bank accounts for personal and business banking customers.

Retail IRB approach

The Santander UK group’s internal method of calculating credit risk capital requirements for its key retail portfolios. The FSA approved the Santander UK group’s application of the Retail IRB approach to the Santander UK group’s credit portfolios with effect from 1 January 2008.

Retail loans

Loans to individuals rather than institutions, including residential mortgage lending and banking and consumer credit.

Risk Appetite

The level of risk (types and quantum) that the Santander UK group is willing to accept (or not accept) to safeguard the interests of shareholders whilst achieving business objectives.

Risk-weighted assets

(RWA)

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 PRA.

Santander UK

Refers to Santander UK Group Holdings plc and its subsidiaries.
Securitisation

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. A company sells assets to a structured 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. Santander UK has established securitisation structures as part of its funding and capital management activities.

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Other information for US investors

TermDefinition
Select customers

Customers who have a Santander Current Account plus one of the following: monthly credit turnover of £5k, or savings, banking and investments worth £75k, or a Santander mortgage on a property worth a minimum of £500k.

Small and medium

enterprises (SMEs)

Enterprises with a turnover of between £250,000 and £50m per annum.
Standardised approach

In relation to credit risk, a method for calculating credit risk capital requirements under CRD IV, using External Credit Assessment Institutions ratings and supervisory risk weights. The Standardised approach is less risk-sensitive than IRB (see ‘IRB’ above). In relation to operational risk, a method of calculating the operational capital requirement under CRD IV, by the application of a supervisory defined percentage charge to the gross income of eight specified business lines.

Stress testing

Stress testing is a management tool that facilitates a forward looking perspective on risk management, strategic planning, capital, and liquidity and funding planning.
Structured entity

An entity that has been designed so that voting or similar rights are not the dominant factor in deciding who controls the entity, such as when any voting rights relate to administrative tasks only and the relevant activities are directed by means of contractual arrangements.

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 a range of underlying assets, including equities, interest rates, funds, commodities and foreign currency.

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.
Sub-prime

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.

Supranational

An international organisation where member states transcend national boundaries or interests to share in decision-making and vote on issues relating to the organisation’s geographical focus.

SVR

Standard Variable Rate for mortgages.
Tier 1 capital

A measure of a bank’s financial strength defined by the PRA. 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.

Tier 1 capital ratio

The ratio expresses Tier 1 capital as a percentage of risk weighted assets.
Tier 2 capital

Defined by the PRA. 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.

Total operating income

Total operating income comprises net interest and similar income, net fee and commission income and net trading and other income, as described in Notes 3, 4 and 5, respectively, of the Consolidated Financial Statements.

Total wholesale funding

Comprises the sum of all outstanding debt securities, structured issuance (including firm financing repurchase agreements), subordinated debt and capital issuance, TFS and non-customer deposits. Total wholesale funding excludes any collateral received as part of the FLS.

Trading book

Positions in financial instruments held either with trading intent or in order to hedge other elements of the trading book, which must be free of restrictive covenants on their tradability or ability to be hedged.

Troubled debt

restructurings

A US description for restructuring a debt whereby the creditor for economic or legal reasons related to a debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider.

UK leverage ratio

(previously known as PRA

end-point Tier 1 leverage

ratio)

CRD IV end-point Tier 1 capital divided by exposures as defined by the European Commission Delegated Regulation 2015/62 of October 2014. In July 2016, the definition was amended to exclude from the calculation for total exposure those assets held against central banks that are matched by deposits in the same currency and of equal or longer maturity.
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.

Wholesale funding with

a residual maturity of

less than one year

Wholesale funding which has a residual maturity of less than one year at the balance sheet date.
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.

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.

310    Santander UK plc


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Contact and other information

Santander Shareholder Relations

2 Triton Square

Regent’s Place

London

NW1 3AN

Phone numbers:

0871-384-2000

+44 (0) 121-415-7188 (outside the UK)

Email:

shareholders@santander.com

Designated agent

The designated agent for service of process on Santander UK in the United States is Abbey National Treasury Services plc (Connecticut branch), 400 Atlantic Street, Stamford, CT 06901.

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 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.

None of the websites referred to in this Annual Report on Form 20-F for the year ended 31 December 2016 (the Form 20-F), including where a link is provided, nor any of the information contained on such websites is incorporated by reference in the Form 20-F.

Legal proceedings

We are party to various legal proceedings in the ordinary course of business, the ultimate resolution of which is not expected to have a material adverse effect on our financial position or our results of operations. See Notes 33 and 35 to the Consolidated Financial Statements.

Material contracts

We are party to various contracts in the ordinary course of business. For the two years ended 31 December 2016 there have been no material contracts entered into outside the ordinary course of business, except for the contracts described below.

Abbey National Treasury Services plc, Santander UK plc, and Cater Allen Limited, which are the three PRA-regulated entities within the Santander UK group, are party to a capital support deed dated 23 December 2015 (the Capital Support Deed) with certain other non-regulated subsidiaries of Santander UK plc and Santander UK Group Holdings plc. The parties to the Capital Support Deed constitute a core UK group as defined in the PRA Rulebook. Exposures of each of the three regulated entities to other members of the core UK group are exempt from large exposure limits that would otherwise apply. The purpose of the Capital Support Deed is to facilitate the prompt transfer of available capital resources from, or repayment of liabilities by, the non-regulated parties to any of the regulated parties in the event that one of the regulated parties has breached or is at risk of breaching its capital resources requirements or risk concentrations requirements. The core UK group permission expires on 31 December 2018.

Audit fees

See Note 7 to the Consolidated Financial Statements.

Accounting developments under IFRS

See Note 1 to the Consolidated Financial Statements.

Share capital

Details of the Company’s share capital are set out in Note 36 to the Consolidated Financial Statements.

Major shareholders

At 31 December 2013, the Company was a subsidiary of Banco Santander SA and Santusa Holding SL. With effect from 10 January 2014, Santander UK Group Holdings Limited, a subsidiary of Banco Santander SA and Santusa Holding SL, became the beneficial owner of the entire issued ordinary share capital of the Company by virtue of a share exchange agreement between Santander UK Group Holdings Limited, Banco Santander SA and Santusa Holding SL.

Exchange controls

There are no UK laws, decrees or regulations that restrict our export or import of capital, including the availability of cash and cash equivalents for use by us, 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.

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Annual Report 2016

Other information for US investors

Cross-reference to Form 20-F

 

Part I      
1 Identity of Directors, Senior Management and Advisers     *
2 Offer Statistics and Expected Timetable     *
3 Key Information  Selected Financial Data  331
   Capitalisation and Indebtedness  *
   Reasons for the Offer and use of Proceeds  *
     Risk Factors  300
4 Information on the Company  History and Development of the Company  28, 193
   Business Overview  2, 9, 21, 195
   Organisational Structure  194
     Property, Plant and Equipment  28, 248
4A Unresolved Staff Comments     N/a
5 Operating and Financial Review and Prospects  Operating Results  6
   Liquidity and Capital Resources  21, 111, 121, 129, 248
   Research and Development, Patents and Licenses, etc  N/a
   Trend Information  2, 3
   Off-Balance Sheet Arrangements  31
     Contractual Obligations  31
6 Directors, Senior Management and Employees  Directors and senior management  162
   Compensation  184
   Board Practices  167
   Employees  224
     Share Ownership  272
7 Major Shareholders and Related Party Transactions  Major Shareholders  338
   Related Party Transactions  277
     Interests of Experts and Counsel  *
8 Financial Information  Consolidated Statements and Other Financial Information  199, 202, 321
     Significant Changes  193, 298
9 The Offer and Listing  Offer and Listing Details  *
   Plan of Distribution  *
   Markets  N/a
   Selling shareholders  *
   Dilution  *
     Expenses of the Issue  *
10 Additional Information  Share Capital  *
   Articles of Association  339
   Material Contracts  321
   Exchange Controls  338
   Taxation  338
   Dividends and Paying Agents  *
   Statements by Experts  *
   Documents on Display  321
     Subsidiary Information  N/a
11 Quantitative and Qualitative Disclosures about Market Risk     102
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  195
   Management’s Annual Report on Internal Control over Financial Reporting  195
   Attestation Report of the Registered Public Accounting Firm  N/a
     Changes in Internal Control Over Financial Reporting  195
16A Board Audit Committee Financial Expert     183
16B Code of Ethics     194
16C Principal Accountant Fees and Services     227
16D Exemptions from the Listing Standards for Board Audit Committees  N/a
16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers  N/a
16F Change in Registrant’s Certifying Accountant     181, 196
16G Corporate Governance     341
16H Mine Safety Disclosure     N/a
Part III      
17 Financial Statements     N/a
18 Financial Statements     202
19 Exhibits     Filed with SEC

1 Identity of Directors, Senior Management and Advisers *
2 Offer Statistics and Expected Timetable   *
3 Key Information Selected Financial Data 273
  Capitalisation and Indebtedness *
  Reasons for the Offer and use of Proceeds *
    Risk Factors 276
4 Information on the Company History and Development of the Company 160, 25
  Business Overview 2, 8, 11, 14, 162    
  Organisational Structure 99, 160
    Property, Plant and Equipment 221
4A Unresolved Staff Comments   N/a
5 Operating and Financial Review and Prospects Operating Results 5, 173
  Liquidity and Capital Resources 90, 106
  Research and Development, Patents and Licenses, etc N/a
  Trend Information 2
  Off-Balance Sheet Arrangements 28
    Contractual Obligations 28
6 Directors, Senior Management and Employees Directors and senior management 130
  Compensation 152
  Board Practices 135
  Employees 198
    Share Ownership 244
7 Major Shareholders and Related Party Transactions Major Shareholders 311
  Related Party Transactions 248
    Interests of Experts and Counsel *
8 Financial Information Consolidated Statements and Other Financial Information 167, 173, 311
    Significant Changes 160
9 The Offer and Listing Offer and Listing Details *
  Plan of Distribution *
  Markets N/a
  Selling shareholders *
  Dilution *
    Expenses of the Issue *
10 Additional Information Share Capital *
  Articles of Association 303
  Material Contracts 311
  Exchange Controls 311
  Taxation 302
  Dividends and Paying Agents *
  Statements by Experts *
  Documents on Display 311
    Subsidiary Information N/a
11 Quantitative and Qualitative Disclosures about Market Risk 81
12 Description of Securities Other Than Equity Securities Debt Securities *
  Warrants and Rights *
  Other Securities *
    American Depositary Shares *
13 Defaults, Dividend Arrearages and Delinquencies   N/a
14 Material Modifications to the Rights of Security Holders Modification of rights N/a
 and Use of Proceeds Modification of rights by modifying other securities N/a
  Withdrawal or substitution of assets N/a
  Change of trustees or paying agents N/a
    Use of proceeds N/a
15 Controls and Procedures Disclosure Controls and Procedures 163
  Management’s Annual Report on Internal Control over Financial Reporting 163
  Attestation Report of the Registered Public Accounting Firm N/a
    Changes in Internal Control Over Financial Reporting 163
16A Board Audit Committee Financial Expert 151
16B Code of Ethics 162
16C Principal Accountant Fees and Services 201
16D Exemptions from the Listing Standards for Board Audit Committees N/a
16E Purchases of Equity Securities by the Issuer and Affiliated Purchasers N/a
16F Change in Registrant’s Certifying Accountant 149, 164
16G Corporate Governance 305
16H Mine Safety Disclosure N/a
17 Financial Statements N/a
18 Financial Statements 173
19 Exhibits Filed with SEC
*Not required for an Annual Report.

 

 

342312    Santander UK plc


SIGNATURE

The registrant hereby certifies that it meets all the requirements for filing on Form20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

SANTANDER UK plc

 

By:

 

/s/ Nathan Bostock

 

Nathan Bostock

 

Chief Executive Officer

Dated: 1 March, 4, 20162017


EXHIBIT INDEX

 

Exhibits1
  1.1 Articles of Association of Santander UK plc (incorporated by reference to Santander UK plc’s Form6-K furnished with the Securities and Exchange Commission on 10 March 2010)
  4.1 

Capital Support Deed dated 23 December 2015 between the Regulated Entities (as named therein, including Abbey National Treasury Services plc), the Unregulated Entities (as named therein) and Santander UK plc

(incorporated by reference to Exhibit 4.1 to Santander UK plc’s Form20-F furnished with the Securities and Exchange Commission on 4 March 2016)
  4.2 

Deed of Adherence by Santander UK Group Holdings plc dated 23 December 2015 supplemental to the Capital Support Deed dated 23 December 2015

(incorporated by reference to Exhibit 4.2 to Santander UK plc’s Form20-F furnished with the Securities and Exchange Commission on 4 March 2016)
  7.1 Statement of ratio of earnings to fixed charges2
  8.1 List of Subsidiaries of Santander UK plc - the list of subsidiaries of Santander UK plc can be found in ‘Subsidiaries, joint ventures and associates’ on pages 269 to 271 of the Shareholder information section of the Form20-F
12.1 CEO Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
12.2 CFO Certificate pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
13.1 Certificate pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.1 Consent of DeloittePricewaterhouseCoopers LLP2
15.2 Letter fromConsent of Deloitte LLP dated 4 March 20162

 

1 Documents concerning Santander UK plc referred to within the Annual Report on Form20-F

Documents concerning Santander UK plc referred to within the Annual Report on Form 20-F 2015 may be inspected at 2 Triton Square, Regent’s Place, London NW1 3AN, the principal executive offices and registered address of Santander UK plc.

2Incorporated by reference into Registration Statement Nos.333-10232,333-11320,333-190509 and333-213861 on FormF-3.

2

Incorporated by reference into Registration Statement Nos. 333-190509, 333-10232 and 333-11320 on Forms F-3.