~~Other~~

–

The Retail Banking NPL ratio improved to 1.25%, with a decrease in mortgage NPLs as a result of the ongoing resilience of the UK economy and our strong risk management practices. The loan loss rate remained low at 0.02% (2016: 0.01%).

–

The NPL ratio for Commercial Banking improved to 1.97%, primarily due to the full repayment of three impaired loans and thewrite-off of somepre-2009 vintages. The loan loss rate improved to 0.07% (2016: 0.15%).

–

The Global Corporate Banking NPL ratio of 5.67% was severely impacted by the Carillion plc loans that moved tonon-performance in the year.

–

The Corporate Centre NPL ratio decreased to 0.34%, reflecting management ofnon-core corporate and legacy portfolios.

For more on the credit performance of our key portfolios by business segment, see the ‘Retail Banking – credit risk review’ and ‘Other segments – credit risk review’ sections.

In Retail Banking, our customers are individuals and small businesses. We have a high volume of customers and transactions and they 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.

For more on how we set our risk strategy and plans for Retail Banking, see the ‘Santander UK group level – credit risk management’ section.

We undertake a thorough risk assessment to make sure customers can meet their obligations before we approve a credit application. We do this mainly by looking at affordability and the customer’s credit profile:

We take proportionate steps to establish 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. For 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.

If a customer lets us know they are having financial difficulty, we aim to come to an arrangement with them before they actually default. Their problems can be the result of 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 offer forbearance in line with our risk policies, and on a case by case basis to ensure we continue to lend responsibly and help customers be able to continue to afford their payments. We may offer the following types of forbearance, but only if our assessments show the customer can meet the revised payments:

When we agree to any forbearance, we review our impairment loss allowances for them. These accounts may stay in our performing portfolio but we report them separately as forborne. 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.

Apart from forbearance, we have sometimes changed the contract terms to keep a good relationship with a customer. 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 repaid without any problems. We do not classify insolvency solutions for any unsecured retail customers as forbearance. This is in line with industry guidelines on the treatment of customers experiencing insolvency or bankruptcy.

When a customer cannot or will not keep to an agreement for paying off their arrears, we consider recovery options. We only do this once we have tried 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 (most of which are mortgages), we can delay legal action. That can happen if the customer shows evidence that they will be able to pay off the mortgage or pay back the arrears. We aim to repossess only as a last 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.

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:

We 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 any collateral – mainly mortgages.

We are mainly a residential prime lender and we do not originatesub-prime or second charge mortgages. Despite that, some types of mortgages have higher risks and others stand out for different reasons. These are:

Within our Retail Banking segment we provide business banking services through the Santander Business franchise to small businesses with a turnover of up to £6.5m per annum. We offer current accounts, savings accounts, card acceptance services, insurance and loans.

In 2017, we embedded a new operating model and streamlined our portfolio to provide more capacity and enable greater support to our customers. We also introduced a fast track process for asset finance up to £150,000 and simplified the credit application process for smaller exposures to facilitate quicker lending decisions.

Our business banking customers are an integral part of the UK economy and our dedication to meeting their everyday banking needs has seen us recognised as Best Business Current Account Provider by Moneyfacts for the last 15 years.

We have also been recognised as the Business Bank of the Year for three years running by Moneyfacts and Most Trusted Bank for Small Businesses 2016 by Moneywise, demonstrating our commitment to becoming the bank of choice for UK companies. We are also working to make our award-winning accounts even better by adapting to changing trends.

At 31 December 2017, the average retail loan size was £12,500 (2016: £12,000) and the NPL ratio was broadly stable at 0.49% (2016: 0.47%). The average unsecured loan and credit card balances in 2017 were broadly stable at £9,300 (2016: £9,400) and £1,200 (2016: £1,300), respectively.

Credit risk – other segments

Overview

In Commercial Banking, we are exposed to credit risk through providing overdraft, loan, invoice discounting, trade finance, asset finance and treasury products. We offer bank accounts and cash transmission services to further support clients.

In Global Corporate Banking, we are exposed to credit risk through lending and selling treasury products to large corporates, and through our treasury market activities.

In Corporate Centre, our exposures come from asset and liability management of our balance sheet and ournon-core and Legacy Portfolios inrun-off.

      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

Credit risk management

In this section, we explain how we manage and mitigate credit risk.

~~(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.~~

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.

~~(2)~~

~~Includes committed facilities and derivatives. We define ‘Enhanced Monitoring’ and ‘Proactive Management’ in the ‘Risk monitoring‘ section.~~

Our main portfolios are:

Commercial Banking

Global Corporate Banking

Corporate Centre

– SME and mid corporate – banking, lending and treasury services mainly to enterprises with an annual turnover of up to £500m.

– Commercial Real Estate – lending to UK customers, mainly on tenanted property. We focus on the office, retail, industrial and residential sectors.

– Social Housing – lending and treasury services for UK Housing Associations who own residential real estate for rent.

– Sovereign and Supranational– securities issued by local and central governments, and government guaranteed counterparties. We hold them to help meet our liquidity needs and for 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. We hold them to help meet our liquidity needs.

– Structured Products – we have two portfolios. The ALCO portfolio is high quality assets. We chose them 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 inrun-off – assets from acquisitions that do not fit with our strategy. These include some commercial mortgages.

– Social Housing – legacy Social Housing loans that do not fit with our strategy.

~~(3)~~

~~Allowance for incurred but not observed (IBNO)~~

OTHER SEGMENTS – CREDIT RISK MANAGEMENT

LOGO

In Commercial Banking, we classify most of our customers as non-standardised. We also have SME customers, which we mainly classify as standardised as it is a high volume portfolio with smaller exposures. In Global Corporate Banking and Corporate Centre, we classify all our customers as non-standardised, except for the commercial mortgages in our Legacy Portfolios inrun-off.

We set out how we manage the credit risk on our standardised customers in the previous section ‘Credit risk – Retail Banking’. We manage the credit risk on our standardised customers in Commercial Banking and Corporate Centre in the same way, except that we do not use scorecards or credit reference agencies. In the rest of this section, we explain how we manage the credit risk on our non-standardised customers.

LOGO


Santander UK plc		89


Annual Report 2017 on Form 20-F \| Risk review

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.

2. Assessment and origination

We do a thorough risk assessment to make sure customers can meet their obligations before we approve a credit application. We do this mainly by assigning each customer a credit rating, using our internal rating scale (see ‘Credit quality’ in ‘Santander UK group level – credit risk review’ section). To do this, we look at the customer’s financial history and 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 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. In Global Corporate Banking and Corporate Centre, 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.

Credit risk mitigation

The types of credit risk mitigation, including collateral, across each of our portfolios are as follows.

Commercial Banking:


Portfolio		Description
SME and mid corporate		Includes secured and unsecured lending. We can use covenants (financial ornon-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 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 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 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 collect 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 property condition, age and location, tenant quality, lease terms and length, and the sponsor’s experience and creditworthiness. Before agreeing the loan, we visit the property and get an independent professional valuation which assesses the property, the tenant and future demand (such as comparing market rent to current rent). Loan agreements typically allow us to get revaluations every two to three years, or more often if it is likely covenants may be breached, and to 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 revalue this every three to five years (in line with industry practice), using the standard methods for property used for 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 more 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. This means 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 arrangements 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. We revalue our exposures and collateral daily, adjusting the collateral to reflect deficits or surpluses. We have processes to control how we value and manage collateral, including documentation reviews and reporting. Collateral has to meet our ‘eligible collateral, haircuts and margining’ policy which 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 if a client defaults. We have these controls for equities and debt securities. The collateral held 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.


90		Santander UK plc


		> Credit risk

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 inrun-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 mean they have defaulted. It just means that something has happened that has increased the 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 monitoring:for less urgent cases. If they are significant, we monitor them more often

–

Proactive management: for more urgent or serious cases. We may take steps to restructure debt including extending the term, taking more collateral, agreeing a lower credit limit or seeking repayment of the 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 included in proactive management, we usually review 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 use both internal and third-party data to detect any potential credit deterioration.

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 aim 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. 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 aim to identify warning signs early by monitoring 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.

LOGO


Santander UK plc		91


Annual Report 2017 on Form 20-F \| Risk review

Forbearance

If a customer is having financial difficulty, we will work with them before they actually 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. 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 isup-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 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 customer’s 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 interestroll-up. In rare cases, we agree to forgive or reduce part of the debt.

When we agree to any forbearance, we review our impairment loss allowances for them. These accounts may stay in our performing portfolio but we report them separately as forborne. If an account is performing when we agree forbearance and there is clear evidence that the customer is consistently meeting their new terms and the risk profile is improving, we classify 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 we reclassify the loan as performing.

Other forms of debt management

When 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 on the use of 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 new or extra collateral in return for revised 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 look for an exit. If circumstances permit, we aim to do this by agreeing with the borrower that they will sell some or all of their assets on a voluntary basis or agreeing 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 consider recovery options. This can be through:

–

The insolvency process

–

Enforcing over any collateral

–

Selling the debt on the secondary market

–

Considering other legal action available to recover what we are owed from debtors and guarantors.

If there is a shortfall, we write it off against the impairment loss allowance held, once the sale has gone through. In certain very rare instances we may act as mortgagee in possession of assets held as collateral againstnon-performing commercial lending. In such cases the assets are carried on our balance sheet and are classified according to our 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.

We assess 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

–

Value of collateral, based on third-party professional valuations.


92		Santander UK plc


		> Credit risk

OTHER SEGMENTS – CREDIT RISK REVIEW

2017 compared to 2016 (unaudited)

Corporate lending growth has been impacted by uncertainty in the UK economy in relation to the UK’s future relationship with the EU. UK businesses face ongoing uncertainty over future trade arrangements, and how the transition to these new rules will be managed. This has impacted business investment, although this is still forecasted to grow. In 2017, there were signs certain vulnerable sectors could be impacted in the context of the changing macro-economic environment.

Committed exposures

Credit risk arises on asset balances andoff-balance sheet transactions such as credit facilities or guarantees. As a result, committed exposures are typically higher than asset balances. However, committed exposures can be smaller than the asset balances on the balance sheet due to netting. We show Sovereigns and Supranationals net of short positions and Large Corporate reverse repurchase agreement exposures are shown net of repurchase agreement liabilities and include OTC derivatives. In addition, 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.

Rating distribution

These tables show our credit risk exposure according to our internal rating scale (see ‘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.

Underlying credit quality has remained stable within our Commercial Banking, Global Corporate Banking and Corporate Centre portfolios. In the second half of 2017 a number of enhancements were made to better harmonise treatments across our reporting classifications. This has resulted in some migrations as shown in the tables below, but on a like for like basis, no deterioration in credit quality has been observed. An exception to this resides in the Large Corporate portfolio where the increase in band1-3 is driven by 3 new NPL cases in 2017.


	Santander UK risk grade
2017	9 £m		8 £m		7 £m		6 £m		5 £m		4 £m		3 to 1 £m		Other⁽¹⁾ £m		Total £m
Commercial Banking
SME and mid corporate		–		–		259		2,183		5,402		3,574		998		214		12,630
Commercial Real Estate		–		–		–		395		6,135		2,014		60		2		8,606
Social Housing		499		2,600		171		–		–		–		4		–		3,274
		499		2,600		430		2,578		11,537		5,588		1,062		216		24,510
Global Corporate Banking
Sovereign and Supranational		590		3,321		444		–		–		–		–		–		4,355
Large Corporate		260		2,979		8,391		8,879		573		2		355		–		21,439
Financial Institutions		2,362		1,463		2,494		33		103		–		–		–		6,455
		3,212		7,763		11,329		8,912		676		2		355		–		32,249
Corporate Centre
Sovereign and Supranational		44,477		18		–		–		–		–		–		–		44,495
Structured Products		2,487		1,560		300		32		–		–		–		–		4,379
Derivatives		–		212		–		–		–		–		–		–		212
Legacy Portfolios inrun-off⁽²⁾		–		–		1		359		104		124		37		400		1,025
Social Housing		1,841		3,641		451		43		–		–		–		–		5,976
		48,805		5,431		752		434		104		124		37		400		56,087

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 inrun-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

(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).

LOGO


Santander UK plc		93


Annual Report 2017 on Form 20-F \| Risk review

Geographical distribution

We typically classify geographical location according to the counterparty’s country of domicile unless there is a full risk transfer guarantee in place, in which case we use the guarantor’s country of domicile instead.


2017	UK £m		Europe £m		US £m		Rest of World £m		Total £m
Commercial Banking
SME and mid corporate		12,513		116		1		–		12,630
Commercial Real Estate		8,606		–		–		–		8,606
Social Housing		3,274		–		–		–		3,274
		24,393		116		1		–		24,510
Global Corporate Banking
Sovereign and Supranational		–		1,032		1		3,322		4,355
Large Corporate		17,430		3,699		111		199		21,439
Financial Institutions		3,102		2,121		614		618		6,455
		20,532		6,852		726		4,139		32,249
Corporate Centre
Sovereign and Supranational		35,659		1,514		6,091		1,231		44,495
Structured Products		2,086		1,217		–		1,076		4,379
Derivatives		–		63		149		–		212
Legacy Portfolios inrun-off		909		–		–		116		1,025
Social Housing		5,976		–		–		–		5,976
		44,630		2,794		6,240		2,423		56,087

2016
Commercial Banking
SME and mid corporate		11,188		83		57		–		11,328
Commercial Real Estate		9,525		–		–		–		9,525
Social Housing		3,069		–		–		–		3,069
		23,782		83		57		–		23,922
Global Corporate Banking
Sovereign and Supranational		332		1,643		–		3,138		5,113
Large Corporate		17,793		3,356		73		278		21,500
Financial Institutions		4,282		1,629		1,175		789		7,875
		22,407		6,628		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		1,529		–		1,125		4,006
Derivatives		312		12		163		–		487
Legacy Portfolios inrun-off		1,205		–		–		170		1,375
Social Housing		6,611		–		–		–		6,611
		36,173		3,110		4,933		2,737		46,953

2017 compared to 2016(unaudited)

Commercial Banking

In 2017, we saw solid lending growth to trading business customers, offset by active management of our Commercial Real Estate portfolio. Committed exposures increased, despite the uncertain operating environment after the UK’s decision to leave the EU and the resulting slowdown in SME activity.

–

Our SME and mid corporate exposures increased by 12% as growth in the Mid Corporate portfolio more than offset a reduction in SME exposures.

–

Our Commercial Real Estate portfolio decreased by 10% as we continue to actively manage exposures in line with our proactive risk management practices and strive to maintain portfolio quality.

–

Our Social Housing portfolio increased by 7%, driven by refinancing of longer-dated loans, previously managed in Corporate Centre, onto shorter maturities and current market terms.

Global Corporate Banking

Our committed exposures decreased by 7% mainly due to decreases in our Sovereign and Supranational and Financial Institutions portfolios.

–

Sovereign and Supranational exposures decreased by 15%. The portfolio profile stayed mainly short-term, reflecting the purpose of the holdings.

–

Large Corporate exposures decreased slightly. Credit quality was relatively stable overall, except for the impairment of three customers that moved tonon-performance, including Carillion plc.

–

Financial Institutions exposures decreased by 18%, largely driven by the transfer of prohibited activity to Banco Santander as part of ring-fencing.

Corporate Centre

In 2017, committed exposures increased by 19% mainly driven by our Sovereign and Supranational portfolio.

–

Sovereign and Supranational exposures are mainly cash at central banks and highly-rated liquid assets we hold as part of normal liquid asset portfolio management. The increase of 29% in the overall exposure was driven by an increase in deposits in the UK.

–

Legacy Portfolios inrun-off reduced by 24% in 2017. The disposal of all aviation deals within this portfolio is now complete.

–

Social Housing exposures reduced in 2017 to £6.0bn (2016: £6.6bn) as we continue to refinance longer-dated loans onto shorter maturities and current market terms that are then managed in Commercial Banking.


94		Santander UK plc


		> Credit risk

Credit risk mitigation

Commercial Banking

As discussed above, we only hold collateral on Commercial Real Estate loans within our Commercial Banking portfolio. Impaired loans in the Commercial Real Estate portfolio reduced from 2016, resulting in a decrease in the collateral we held against impaired loans. At 31 December 2017, the collateral we held against impaired loans was 15% (2016: 42%) of the carrying amount of the impaired loan balances.

Global Corporate Banking

At 31 December 2017, the top 20 clients with derivative exposure made up 65% (2016: 69%) of our total derivative exposure, all of which were banks and CCPs. The weighted-average credit rating was 7.2 (2016: 7.3). At 31 December 2017 and 2016, 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 2017, we had cash collateral of £348m (2016: £457m) held against our Legacy Portfolios inrun-off. The collateral we held against impaired loans was 100% (2016: 100%) of the carrying amount of the impaired loan balances.

Credit performance

We monitor exposures that show potentially higher risk characteristics using our Watchlist process (described in ‘Monitoring’ in the ‘Credit risk management’ section). The table below shows the exposures we monitor, and those we classify asnon-performing by portfolio at 31 December 2017 and 2016.


	Committed exposure
			Watchlist									Observed
2017	Fully performing £m		Enhanced monitoring £m		Proactive management £m		Non- performing exposure⁽¹⁾ £m			Total⁽²⁾ £m		impairment loss allowances £m
Commercial Banking
SME and mid corporate		11,185		815		296		334			12,630		128
Commercial Real Estate		8,254		160		133		59			8,606		27
Social Housing		3,274		–		–		–			3,274		–
		22,713		975		429		393			24,510		155
Global Corporate Banking
Sovereign and Supranational		4,355		–		–		–			4,355		–
Large Corporate		20,757		284		8		390			21,439		236
Financial Institutions		6,354		1		100		–			6,455		–
		31,466		285		108		390	��		32,249		236
Corporate Centre
Sovereign and Supranational		44,495		–		–		–			44,495		–
Structured Products		4,379		–		–		–			4,379		–
Derivatives		212		–		–		–			212		–
Legacy Portfolios inrun-off		977		22		6		20			1,025		6
Social Housing		5,972		4		–		–			5,976		–
		56,035		26		6		20			56,087		6
Total observed impairment loss allowances													397
Allowance for IBNO⁽³⁾													52
Total impairment loss allowances													449

(1)	Non-performing exposure includes committed facilities and derivative exposures. So it can exceed the NPLs in the table on page 96 which only include drawn balances.

(2)	Includes committed facilities and derivatives. We define ‘Enhanced Monitoring’ and ‘Proactive Management’ in the ‘Monitoring‘ section.

(3)	Allowance for IBNO losses as described in Note 1 to the Consolidated Financial Statements.

~~(4)~~

~~Restated. For discussion see Note 46~~

LOGO


Santander UK plc		95


Annual Report 2017 on Form 20-F \| Risk review


	Committed exposure
			Watchlist								Observed
2016	Fully performing £m		Enhanced monitoring £m		Proactive management £m		Non- performing exposure⁽¹⁾ £m		Total⁽²⁾ £m		impairment loss allowances £m
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 inrun-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 below which only include drawn balances.

~~2016 compared~~
(2) Includes committed facilities and derivatives. We define ‘Enhanced Monitoring’ and ‘Proactive Management’ in the ‘Monitoring‘ section.
(3) Allowance for IBNO losses as described in Note 1 to ~~2015~~the Consolidated Financial Statements.

2017 compared to 2016(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.

Commercial Banking

Our SME and mid corporate portfolio improved across all categories as a result of a number of successful exits and the write off of somepre-2009 vintages. In our Commercial Real Estate portfolio,non-performing exposures (NPEs) reduced by 67% to £59m (2016: £179m) driven by a number of successful exits. A single legacy case, where the collateral exceeded the value of the loan, was downgraded to NPE in 2016. The asset was sold and the loan repaid in full in 2017.

Global Corporate Banking

Large Corporate exposures subject to enhanced monitoring decreased by 57% driven by the return of a number of cases to performing as a result of improved trading. However, NPEs increased to £390m (2016: £69m) due to the impairment of three customers that moved tonon-performance, including Carillion plc. Financial Institutions exposures subject to enhanced monitoring decreased to £1m (2016: £202m) driven by two cases returning to performing status.

Corporate Centre

In our Legacy Portfolios inrun-off portfolio, exposures subject to enhanced monitoring and proactive management remained stable. NPE reduced to £20m (2016: £73m) driven by sales of aviation and shipping assets. In our Social Housing portfolio, exposures subject to enhanced monitoring decreased to £4m (2016: £164m), two large cases that were added in 2016 due to governance issues returned to performing in Q2 2017.

Non-performing loans and advances^{(1) (2)}

2017



2016


Commercial
Banking
£m


Global
Corporate
Banking
£m


Corporate
Centre
£m


Commercial
Banking
£m


Global
Corporate
Banking
£m


Corporate
Centre
£m

Loans and advances to customers of which:⁽²⁾
   19,391    6,037    5,905    19,381    5,659    6,478
NPLs⁽³⁾


383



340



20



518



63



73

Impairment loss allowances



195



236



18



220



57



61




%



%



%



%



%



%

NPL ratio⁽⁴⁾
   1.98    5.63    0.34    2.67    1.11    1.12
Coverage ratio⁽⁵⁾


51



69



90



42



90



84

(1) We define NPLs in the ‘Credit risk management’ section.
(2) Includes Social Housing loans and finance leases.
(3) All NPLs continue accruing interest.
(4) NPLs as a percentage of loans and advances to customers.
(5) 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%.
96     Santander UK plc
> Credit risk
NPL movements in 2017
We analyse NPL movements in 2017 below. ‘Entries’ are loans which we have classified as NPLs in 2017. ‘Exits’ are the part of loans that has been repaid (in full or in part), and 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.

Drawn balances

Commercial
Banking
£m

Global
Corporate
Banking
£m

Corporate
Centre
£m

At 1 January 2017
518 63 73
Entries
194 328 18
Exits
(294 ) (51 ) (48)
Write offs
(35 ) – (23)

At 31 December 2017

383

340

20

2017 compared to 2016(unaudited)
Commercial Banking
The Commercial Banking NPL ratio improved to 1.98%, primarily due to the full repayment of three impaired loans and thewrite-off of somepre-2009 vintages in Q1 2017.
Global Corporate Banking
The Global Corporate Banking NPL ratio of 5.63% was severely impacted by the Carillion plc loans that moved tonon-performance in 2017. Impairment losses on loans and advances increased to £236m, primarily relating to Carillion plc exposures.
Corporate Centre
The Corporate Centre NPL ratio decreased to 0.34%, reflecting management ofnon-core corporate and legacy portfolios.
Forbearance
We only make forbearance arrangements for lending to customers. The balances at 31 December 2017 and 2016, analysed by their payment status at theyear-end and the forbearance we applied, were:


2017



2016


Commercial
Banking
£m


Global
Corporate
Banking
£m


Corporate
Centre⁽²⁾
£m


Commercial
Banking
£m


Global
Corporate
Banking
£m


Corporate
Centre⁽²⁾
£m

Stock⁽¹⁾

– Term extension
   136    55    –    168    11    1
– Interest-only
   152    –    14    158    –    20
– Other payment rescheduling
   127    299    13    208    10    16


415



354



27



534



21



37

Of which:

– Non-performing
   273    347    11    344    10    15
– Performing
   142    7    16    190    11    22


415



354



27



534



21



37

Proportion of portfolio


1.7%



1.1%



2.6%



2.2%



0.1%



2.7%

(1) We base forbearance type on the first forbearance we applied. Tables only show accounts open at theyear-end. Amounts are drawn balances and include off balance sheet balances.
(2) Exposure within the Legacy Portfolios inrun-off only.
2017 compared to 2016(unaudited)
In Commercial Banking, the cumulative forbearance stock reduced by 22% to £415m at 31 December 2017 (2016: £534m). This decrease was mainly due to the successful resolution of NPL cases, and performing cases exiting forbearance according to defined criteria. This impact was offset by an increase in the stock position of forbearance due to the inflows in the year in Global Corporate Banking, where the Carillion plc loans that moved tonon-performance in 2017 had a severe impact. At 31 December 2017, there were five forborne cases (2016: two cases) in Global Corporate Banking.
Santander UK plc 97
Annual Report 2017 on Form 20-F | Risk review
PORTFOLIOS 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 ~~exposures subject to enhanced monitoring increased to £161m (2015: £123m)~~earlier in this section, we include below more detail on credit management, credit performance, 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 2017LTV and ~~without this case non-performing exposures would have decreased at 31 December 2016.~~ sector analysis.
Social Housing
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~~sector in the ~~addition~~UK is critical in ensuring the supply of ~~two customers following governance issues.~~
~~Global Corporate Banking~~
~~In our Large Corporate portfolio, exposures subject to enhanced monitoring decreased~~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 azero-loss default history aided by ~~63% to £659m (2015: £1,758m) driven by the return of two large cases to performing~~its regulated nature. We hold a significant position in this market. Continued investment in this sector is seen as a ~~result of improved trading. Exposures subject~~direct way to ~~proactive management decreased~~support the UK and, indirectly, the wider community initiatives undertaken 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 2016~~
~~Risk review~~
~~Non-performing loans and advances~~⁽¹⁾⁽²⁾


        Commercial
Banking

£m

Global
          Corporate
Banking
£m

          Corporate
Centre

£m

2016

Loans and advances to customers of which:⁽²⁾
   19,381    5,659    6,478
NPLs⁽³⁾
   518    63    73
Impairment loss allowances
   220    57    61


      %    %    %
NPL ratio⁽⁴⁾
   2.67    1.11    1.12
Coverage ratio⁽⁵⁾
   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
Commercial Real Estate
Credit performance
The table below shows the main Commercial Real Estate credit performance metrics at 31 December 2017 and 2016.

Customer
loans⁽¹⁾
£bn


NPLs⁽²⁾⁽³⁾
£m


NPL ratio⁽⁴⁾
%


NPL coverage⁽⁵⁾
%


Gross write-offs
£m


Impairment
loss allowances
£m

2017
   8.1    69    0.85    78    11    54
2016



9.0



180



2.00



32



1



58

(1) Comprises commercial real estate drawn loans in the business banking portfolio of our Retail Banking segment of £257m (2016: £365m) and in the Commercial Real Estate portfolio of our Commercial Banking segment of £7,886m (2016: £8,678m).
(2) We define NPLs in the ‘Credit risk management’ section.
~~(2)~~ ~~Includes Social Housing loans and finance leases.~~
(3) All NPLs continue accruing interest.
(4) NPLs ~~as a percentage of loans and advances to customers.~~
~~(5)~~ ~~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%.~~
~~NPL movements in 2016~~
We analyse NPL movements in 2016 below. ‘Entries’ are loans which we have classified as NPLs in 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.


        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
76    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~
~~Other segments – forbearance~~
~~We only make forbearance arrangements for lending to customers.~~


        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)~~ ~~The figures reflect the forbearance activity in the year, regardless of whether there was any forbearance on the accounts before.~~
~~(2)~~ ~~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 2016~~
~~Risk review~~
~~2016 compared to 2015~~~~(unaudited)~~
~~Commercial Banking~~
At 31 December 2016 and 2015 we only had forbearance arrangements with our SME and mid corporate and Commercial Real Estate customers. Forbearance started in the year increased by £111m to £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 SME and mid corporate portfolio.
~~The accounts in forbearance~~ as a percentage of customer loans.

(5)

Impairment loss allowances as a percentage of NPLs. Impairment loss allowances relate to early arrears and performing assets (i.e. 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 run-off.~~

At 31 December 2016, the cumulative forbearance stock in our Legacy Portfolios in run-off reduced by 69% to £37m (2015: £120m). This decrease was partly due to the disposal of several aviation and shipping dealsIBNO provision) as well as NPLs, so the application of an exit criteria to our forbearance policy in 2016 as described above. Applying these exit criteria to our forbearance stock at 31 December 2015, the loans reported as forborne would reduce by £39m to £81m.

78 ~~Santander UK plc~~

ratio can exceed 100%.

~~Risk~~

~~governance~~

~~Credit risk~~

~~Market risk~~

~~Liquidity risk~~

~~Capital risk~~

~~Pension risk~~

~~Conduct risk~~

~~Other key risks~~

~~PORTFOLIOS 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.~~

Commercial Real Estate loans written before 2009 totalled £380m (2016: £543m). Thepre-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 development risk.

LTV analysis

This table shows the LTV distribution for our Commercial Real Estate loan stock and NPL stock (based on the drawn balance and our latest estimate of the property’s current value) of the portfolio at 31 December 2017 and 2016.



~~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~~

~~The table below shows the main Commercial Real Estate credit performance metrics at 31 December 2016 and 2015:~~

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)~~

Comprises commercial real estate drawn loans in the 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)~~

~~We define NPLs in the ‘Credit risk management’ section.~~

~~(3)~~

~~All NPLs continue accruing interest.~~

~~(4)~~

~~NPLs as a percentage of customer loans.~~

~~(5)~~

~~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%.~~

~~2016 compared to 2015~~~~(unaudited)~~

At 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 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 loans would have decreased at 31 December 2016. Commercial Real Estate loans written before 2009 totalled £543m (2015: £692m). The 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 development risk.

~~Commercial Real Estate – LTV analysis~~

~~The tables below show the LTVs (based on the drawn balance and our latest estimate of the property’s current value) of the portfolio at 31 December 2016 and 2015:~~


									2017				2016
Loans and advances to customers	2016				2015				£m		%		£m		%
	£m		%		£m		%
<=70%		7,886		88		7,841		86
>70–100%		194		2		291		3
<=50%										4,146		51		3,879		44
>50-70%										3,035		37		4,007		44
>70-100%										36		–		194		2
>100% i.e. negative equity		88		1		45		–		52		1		88		1
Standardised portfolio⁽¹⁾		652		7		815		9		629		8		652		7
Total with collateral		8,820		98		8,992		98		7,898		97		8,820		98
Development loans		223		2		181		2		246		3		223		2
		9,043		100		9,173		100		8,144		100		9,043		100

									2017				2016
NPLs	2016				2015				£m		%		£m		%
	£m		%		£m		%
<=70%		9		5		27		16
>70–100%		74		41		72		43
<=50%										6		9		7		4
>50-70%										2		3		2		1
>70-100%										1		1		74		41
>100% i.e. negative equity		74		41		44		26		48		70		74		41
Standardised portfolio⁽¹⁾		5		3		7		4		12		17		5		3
Total with collateral		162		90		150		89		69		100		162		90
Development loans		18		10		18		11		–		–		18		10
		180		100		168		100		69		100		180		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~~~~(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 actively manage exposures to certain segments in line with our 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 and had an impairment loss allowance of £31m (2015: £20m).

~~Social Housing~~

~~At 31 December 2016 and 2015, 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.~~

80 ~~Santander UK plc~~

Santander UK plc

~~Risk~~

> Credit risk

Sector analysis

The table below shows the sector analysis of the portfolio at 31 December 2017 and 2016.


	2017				2016
Sector	£m		%		£m		%
Office		2,181		27		2,359		26
Retail		1,389		17		1,739		19
Industrial		1,176		14		1,274		14
Residential		1,001		12		1,016		11
Mixed use		1,146		14		1,184		13
Student accommodation		133		2		224		3
Hotels and leisure		304		4		389		5
Other		185		2		206		2
Standardised portfolio⁽¹⁾		629		8		652		7
		8,144		100		9,043		100

(1)

Consists of smaller value transactions, mainly commercial mortgages.

The Commercial Real Estate portfolio of £8,144m (2016: £9,043m) is well diversified across sectors, with no significant regional or single name concentration, representing 30% (2016: 33%) of our total lending to corporates and 4% (2016: 4%) of total customer loans.

At 31 December 2017, the LTV profile of the portfolio remained conservative with £7,181m (2016: £7,886m) of the non-standardised portfolio assets at or below 70% LTV.

Loans with development risk were only 3% (2016: 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.

The average loan balance at 31 December 2017 was £4.7m (2016: £4.8m) and the top ten exposures made up 10% (2016: 8%) of the total Commercial Real Estate portfolio exposure.

Refinancing risk

At 31 December 2017, Commercial Real Estate loans of £1,090m (2016: £1,408m) were due to mature within 12 months. Of these, £59m, i.e. 5% (2016: £161m, i.e. 11%) had an LTV ratio higher than is acceptable under our current credit policy. At 31 December 2017, £53m of this (2016: £149m) had been put on our Watchlist or recorded as NPL and had an impairment loss allowance of £27m (2016: £31m).

2017 compared to 2016(unaudited)

In our Commercial Real Estate portfolio, customer loans decreased by 10% as we actively manage exposures to certain segments in line with our proactive risk management practices. In 2017, we maintained a prudent lending approach, with no new business written above 70% LTV (2016: nil) and 91% of new business written at or below 60% LTV (2016: 95%). The weighted average LTV on the CRE portfolio was 48% (2016: 50%) and the average loan size was £4.7m (2016: £4.8m).

Exposures subject to enhanced monitoring remained stable at £160m (2016: £161m). Exposures subject to proactive management increased by 171% to £133m (2016: £49m) largely driven by the downgrade of one customer in Q4 2017 following protracted lease re-negotiations. Non-performing exposures reduced by 67% to £59m (2016: £179m) driven by a number of successful exits. Our non-performing loan ratio was 0.85% (2016: 2.00%). A single legacy case, where the collateral exceeded the value of the loan, was downgraded to NPL in 2016. The asset was sold and the loan repaid in full in 2017.

Social Housing

At 31 December 2017 and 2016, our total Social Housing exposure in Commercial Banking and Corporate Centre was:


	2017				2016
	Drawn £m		Total £m		Drawn £m		Total £m
Commercial Banking		2,118		3,274		1,897		3,069
Corporate Centre		5,060		5,976		5,442		6,611
		7,178		9,250		7,339		9,680

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Santander UK plc		99

Annual Report 2017 on Form 20-F | Risk review

~~governance~~

~~Credit risk~~

~~Market risk~~

~~Liquidity risk~~

~~Capital risk~~

~~Pension risk~~

~~Conduct risk~~

~~Other key risks~~

Market risk

Overview(unaudited)

Key metrics(unaudited)

Market risk comprises trading market risk and banking market risk.

Trading market risk is the risk of losses in trading positions, both 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.

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 parallel shocks increased to £240m and £(82)m respectively (2015: £131m and £39m) in absolute terms~~

The movement in NIM sensitivities in 2016 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.

~~Economic Value of Equity (EVE) sensitivity to +/-50bps parallel shocks decreased to £54m and £(30)m respectively (2015: £86m and £(54)m) in absolute terms~~

The reduction in EVE 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 management assumptions used for risk measurement purposes mentioned above.

~~Available-for-sale securities three month stressed loss increased to £280m (2015: £259m)~~

The increase at 31 December 2016 was mainly due to portfolio growth from new asset purchases and a rise in the GBP value of foreign currency denominated assets following the UK referendum on EU membership.

~~Santander UK plc~~ 81

~~Annual Report 2016~~

~~Risk review~~

~~BALANCE SHEET ALLOCATION BY MARKET RISK CLASSIFICATION~~

~~We analyse~~ our assets and liabilities are exposed to ~~market risk between~~ trading and banking market risk. Then we explain how we manage these risks and discuss our key market risk metrics.

Net Interest Margin (NIM) sensitivity to +50bps decreased to £212m and to -50bps increased to £(125)m (2016: £240m and £(82)m)

Economic Value of Equity (EVE) sensitivity to +50bps increased to £95m and to -50bps increased to £(213)m (2016: £54m and £(30)m)

Available-for-sale securities three month stressed loss decreased to £193m (2016: £280m)

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:


	2017						2016
	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		–		32,771		32,771		–		17,107		17,107	FX, Interest rate
Trading assets		30,555		–		30,555		30,035		–		30,035	Equity, FX, interest rate
Derivative financial instruments		14,744		5,198		19,942		18,101		7,370		25,471	Equity, FX, interest rate
Financial assets designated at fair value		–		2,096		2,096		516		1,624		2,140	Interest rate, credit spread
Loans and advances to banks		–		5,927		5,927		–		4,348		4,348	FX, interest rate
Loans and advances to customers		–		199,490		199,490		–		199,738		199,738	Interest rate
Financial investments		–		17,611		17,611		–		17,466		17,466	FX, interest rate, inflation, credit spread
Macro hedge of interest rate risk⁽¹⁾		–		833		833		–		1,098		1,098	Interest rate
Retirement benefit assets		–		449		449		–		398		398	Equity, FX, interest rate, inflation, credit spread
		45,299		264,375		309,674		48,652		249,149		297,801
Liabilities subject to market risk
Deposits by banks		–		13,784		13,784		–		9,769		9,769	FX, interest rate
Deposits by customers		–		183,648		183,648		–		177,172		177,172	Interest rate
Trading liabilities		31,109		–		31,109		15,560		–		15,560	Equity, FX, interest rate
Derivative financial instruments		16,891		722		17,613		20,018		3,085		23,103	Equity, FX, interest rate
Financial liabilities designated at fair value		1,612		703		2,315		1,665		775		2,440	Interest rate, credit spread
Debt securities in issue		–		42,633		42,633		–		50,346		50,346	FX, interest rate
Subordinated liabilities		–		3,793		3,793		–		4,303		4,303	FX, interest rate
Macro hedge of interest rate risk⁽²⁾		–		–		–		–		350		350	Interest rate
Retirement benefit obligations		–		286		286		–		262		262	Equity, FX, interest rate, inflation, credit spread
		49,612		245,569		295,181		37,243		246,062		283,305

(1)	This is included in Other assets of £2,511m (2016: £2,571m).

(2)	This is included in Other liabilities of £2,730m (2016: £3,221m).

We classify assets or liabilities as trading market risk (in total or just in part) as follows:

            2016                      2015
   Market risk classification       Market risk classification
      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
   –    17,107    17,107       –    16,842    16,842     Interest rate, foreign exchange
Trading assets
   30,035    –    30,035       23,961    –    23,961     Equity, foreign exchange, interest rate
Derivative financial instruments
   18,101    7,370    25,471       17,698    3,213    20,911     Equity, foreign exchange, interest rate
Financial assets designated at fair value
   516    1,624    2,140       438    1,960    2,398     Interest rate, credit spread
Loans and advances to banks
   –    4,348    4,348       –    3,548    3,548     Foreign exchange, interest rate
Loans and advances to customers
   –    199,738    199,738       –    198,045    198,045     Interest rate
Loans and receivables securities
   –    257    257       –    52    52     Foreign exchange, interest rate
Available-for-sale securities
   –    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
   –    1,098    1,098       –    781    781     Interest rate
Retirement benefit assets
   –    398    398       –    556    556     Equity, foreign exchange, interest rate, inflation, credit spread
   48,652    249,149    297,801       42,097    234,009    276,106
Liabilities subject to market risk

Deposits by banks
   –    9,769    9,769       –    8,278    8,278     Foreign exchange, interest rate
Deposits by customers
   –    177,172    177,172       –    164,074    164,074     Interest rate
Trading liabilities
   15,560    –    15,560       12,722    –    12,722     Equity, foreign exchange, interest rate
Derivative financial instruments
   20,018    3,085    23,103       17,950    3,558    21,508     Equity, foreign exchange, interest rate
Financial liabilities designated at fair value
   1,665    775    2,440       –    2,016    2,016     Interest rate, credit spread
Debt securities in issue
   –    50,346    50,346       –    49,615    49,615     Foreign exchange, interest rate
Subordinated liabilities
   –    4,303    4,303       –    3,885    3,885     Foreign exchange, interest rate
Macro hedge of interest rate risk
   –    350    350       –    110    110     Interest rate
Retirement benefit obligations
   –    262    262       –    110    110     Equity, foreign exchange, interest rate, inflation, credit spread
   37,243    246,062    283,305       30,672    231,646    262,318

Balance sheet classification

Market risk classification

Trading assets and liabilities

We classify ~~assets or liabilities~~all our trading portfolios as trading market ~~risk (in total~~risk. This is mainly because we are planning to sell or ~~just~~repurchase them in ~~part)~~the near future. For more, see Notes 11 and 23 to the Consolidated Financial Statements.

Financial assets and liabilities designated at fair value

We classify all our financial assets designated at fair value as ~~follows:~~



~~Balance sheet classification~~		~~Market risk classification~~

~~Trading assets and liabilities~~		~~We classify all our trading portfolios~~banking market risk. We classify our warrant programmes, our Global Structured Solutions Programme and structured customer deposits as trading market risk. This is because we manage them on a fair value basis. We classify all our other financial liabilities designated at fair value as banking market risk. For more, see Notes 13 and 24 to the Consolidated Financial Statements.
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 derivatives arise from sales and trading activities and are treated as trading market risk. We treat derivatives that we do not manage on a trading intent basis as banking 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.~~ For more, ~~on this, see Notes 11 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 Notes 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 12 to the Consolidated Financial Statements.

82
100 Santander UK plc
> Market risk
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~


TRADING MARKET RISK
OUR KEY TRADING MARKET RISKS(unaudited)
Our main exposure to trading market risk is in Global Corporate Banking and it is an inherent part of providing financial services for our customers. It comes from providing derivative products and services to corporate, business and financial institution customers. It also comes from our short-term market activities and the hedging of structured products that are designed for onward sale to retail and wholesale investors. Our main exposure to trading market risk is in Global Corporate Banking and is an inherent part of providing financial services for our customers. It comes from providing 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, 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
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 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 (ERCC) each month. A specific stress scenario has been created to report the XVA related risks in a comprehensive way. The stressed scenario will be monitored against the specific trigger that was set by ERCC during the annual limits review for 2018 and will be reported to both the BRC and ERCC periodically.
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.~~
markets under normal non-stressed market conditions.
    —
– 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 asset classes: interest rate, equity, credit (spread) and foreign exchange. We use two years of data for this simulation.
    —
– Like the rest of Banco Santander, 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 the equally-weighted result with the time-weighted result and report the higher against the Santander UK and business unit level limits. ~~These~~The Santander UK limits are approved by the Executive Risk Control Committee. We also report our ~~equally-weighted~~equally weighted VaR against asset class and individual desk level limits. Whenever we find a limit has been exceeded, we report it, following the market risk framework. The main classes of risk that we measure Internal VaR on are:
– Interest rate risks: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).
– Equity risks:this measures the effect of changes in equity prices, volatility and dividends on stock and derivatives.
– Credit (spread) risks:this measures the effect of changes in the credit spread of corporate bonds and credit derivatives.

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 – 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 root of time’ 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 relative to our current portfolio.
    —
– The PRA also assesses Regulatory VaR and Stressed VaR.

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Santander UK plc 101


~~Santander UK plc~~    83
~~Annual Report 2016~~
~~Risk review~~
Annual Report 2017 on Form 20-F | Risk review


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 root of time’ 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 risks metrics (explained in ‘Other ways of measuring risk’) and stress testing. In addition to using the illiquid risks metrics, to ensure such exposures are adequately included in our regulatory capital requirements, we have developed the Risks Not in VaR (RNIV) framework, 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~~year (250 working 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: trading profit and loss, less fees, commissions, brokerage, reserves that are not related to market risk, and Day One sales profits
– Hypothetical: like the ‘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 recalibrate our VaR model. The CRR sets out criteria for how many exceptions are acceptable in the Regulatory VaR model. The PRA’s Supervisory Statements clarify the requirements further. If there are five or more exceptions in 250 days, then points are added to our capital requirement multiplier. In ~~2016,~~2017, as in ~~2015,~~2016, 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, such 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 greater than six months. We check each category every day against our limits.
Expected shortfall (ES)
analysis

We also use a measurement called 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~~
102     Santander UK plc
   ~~Risk~~
~~governance~~ ~~Credit risk~~ > Market risk ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~


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~~markets. It also 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~~appetite. They are central to the monthly Board Risk Appetite reporting. ~~These~~The 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~~They also include plausible ways that unusual market conditions could occur in future. This includes changes in 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~~positions more easily than others. If it would take a long time to ~~sell~~reduce a particular ~~asset~~position in the stressed circumstances, we need to apply a correspondingly large shock to that ~~asset~~position (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 ifin a ~~‘stress event’,~~stress event, such as an equity ~~crash, happened.~~crash. 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 Committee – about the results of our stress calculations, based on our current positions.
Capital requirement measures
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.

Method

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,~~2017, this amounted to 11% (2016: 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,~~2017 and ~~2015~~2016, it was an average of ~~five~~six times bigger than the Regulatory VaR part. The factors that had the biggest effect on Stressed VaR in ~~2016~~2017 and ~~2015~~2016 were interest rate delta and interest rate basis. ~~(Further explanation of~~(For more on each of those factors, insee 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.
In 2017 the selected stressed VaR historical window has had three different 250 day periods applied, aligning to the portfolio at the time.
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,~~2017, RNIV risk factors made up, on average, less than 3% (2016: 4% ~~(2015: 5%~~) of our IMA capital requirements for trading market risk. The biggest individual risk ~~factor is~~factors are dividend risk, caused by changes in market expectations about ~~dividends.~~dividends, and Repo, which is the risk of a difference in the markets forward price and our own models’ internal forward price. The VaR approach does not capture ~~this risk~~these risks very well because of the illiquid nature of the risk ~~factor.~~factors. 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.

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~~Santander UK plc~~    85
~~Annual Report 2016~~
~~Risk review~~
Santander UK plc 103


Annual Report 2017 on Form 20-F | Risk review


TRADING MARKET RISK REVIEW
~~VaR~~2017 compared to 2016(unaudited)
~~This table shows our Internal VaR for exposure to each of the main classes of risk for 2016 and 2015.~~ The VaR figures show how much the fair values of all our tradeable instruments 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. There was only one floor-wide limit breach in 2017, which occurred in January 2017. This limit breach was driven by the time weighted VaR metric (which is extremely sensitive to the most recent VaR results), and was being driven by a theoretical loss at the end of 2016. This loss was caused by 2016 year-end demand for US Dollars during a time of increased illiquidity, and compounded by a three day effect in the risk sensitivity calculation.
The three loss back-testing exceptions in 2017 were driven by individual events, and no changes or recalibrations to the VaR model were deemed necessary. The exception which occurred in April 2017 was marginal and was mainly driven by underlying interest rate changes. The changes were due to market reaction to the political and economic uncertainty at that time. The two exceptions that occurred in December 2017 were in cross currency and FX swap basis and were driven by US Dollar liquidity issues at year-end which began in mid-December 2017. This was due to year-end volatility and the impact of upcoming tax reforms in the US. There was also one gain exception in December 2017, driven by basis spread (delta) and FX basis due to volatility leading up to year-end.
VaR
This table and graph shows our Internal VaR for exposure to each of the main classes of risk for 2017 and 2016.

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

        Year-end exposure



        Average exposure



        Highest exposure



        Lowest exposure

2017


2016


2017


2016


2017


2016


2017


2016

Trading instruments

£m


£m


£m


£m


£m


£m


£m


£m

Interest rate risks
2.6    2.9    2.5    2.5    3.5    3.6    1.8    1.7
Equity risks
0.3    1.4    0.6    0.9    2.0    1.5    0.2    0.6
Credit (spread) risks
–    –    –    –    –    –    –    –
Foreign exchange risks
0.3    1.5    0.4    1.4    1.6    2.2    –    0.1
Diversification offsets⁽¹⁾
(0.7)    (2.3 )    (0.8)    (2.0 )    –    –    –    –
Total correlated one-day VaR
2.5    3.5    2.7    2.8    3.7    3.6    2.0    1.7

(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)~~ ~~This measures the effect of changes in the credit spread of corporate bonds and credit derivatives.~~
~~(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.

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Back-testing(unaudited)
The graph below shows our one-day 99% Internal VaR compared to the Actual and Hypothetical profit and ~~loss:~~loss.

~~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. LOGO

86    ~~Santander UK plc~~
104     Santander UK plc
   ~~Risk~~
~~governance~~ ~~Credit risk~~ > Market risk ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension 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 our customers, – as well as our structural balance sheet exposures. It arises in all our business segments. In Retail Banking and Commercial Banking, it ~~arises as~~is a by-product of us writing customer business and we transfer most of these risks to Corporate Centre ~~who manage them.~~to manage. The only types of material banking market risk ~~kept~~that we keep in Retail Banking and Commercial Banking are short-term mismatches due to forecasting variances in prepayment and launch ~~risk – that~~risk. This is where customers ~~pre-pay~~repay their loans ~~before~~at a different point than their ~~contractual~~expected maturity date or do not take the expected volume of new products. In Global Corporate Banking, it arises from ~~short term~~short-term markets and lending to corporates, which we also transfer to Corporate Centre to manage. Corporate Centre also manages our structural balance sheet exposures, such as foreign exchange and income statement volatility risk.
Our key banking market risks are:

Key risks
Description
Interest rate risk

~~Description~~
~~Interest rate risk~~
Yield curve risk:comes from timing mismatches in ~~the~~ repricing of fixed and variable rate assets, liabilities and off-balance sheet instruments. It also comes from investing ~~non-interest-bearing~~non rate sensitive liabilities in ~~interest-bearing~~interest-earning assets. We mainly measure yield curve risk with ~~Net Interest Margin (NIM)~~NIM and ~~Economic Value of Equity (EVE) sensitivity analysis.~~EVE sensitivities. We ~~supplement this with~~also use other risk measures, like stress testing and VaR. ~~The~~Our NIM and EVE sensitivities cover all the material yield curve risk in ~~the~~our banking book balance sheet.

Basis risk:comes from pricing assets using a different rate index to the liabilities ~~funding~~that fund them. We 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 arises when the value of (or income from) our assets or liabilities is affected by changes in inflation and credit spreads. We hold ~~portfolios of~~ securities for liquidity and investment purposes that are exposed to these risks. We account for ~~these~~them as available-for-sale ~~securities. We recognise~~(AFS) securities or as held-to-maturity (HTM) investments. For more on our accounting policies, see Note 1 to the ~~volatility in their fair value in Other comprehensive income, until they are sold or unless it reflects an impairment in the asset’s fair value, in which case we recognise it in income.~~
Consolidated Financial Statements.
Foreign exchange risk

Our non-trading businesses operate mainly in sterling markets, so we do not create significant foreign exchange exposures. The only exception to this is money we raise in foreign ~~currencies, which we discuss in~~currencies. For more on this, see the ‘Wholesale funding’ section.
Income statement
volatility risk

~~Most~~
We measure most of ~~our~~the assets and liabilities in our banking book balance sheet ~~are measured~~ at amortised cost. We sometimes manage their risk profile by using derivatives. As all derivatives are accounted for at fair value, the ~~difference~~mismatch in their accounting treatment can lead to volatility in ~~the~~our income statement. This happens even ~~where~~if the derivative is an economic hedge of the asset or liability.

BANKING MARKET RISK MANAGEMENT
Risk appetite
Our framework for dealing with market risk is part of our overall Risk Framework. The banking market risk ~~Framework~~framework sets out our high-level arrangements and ~~minimum~~ standards ~~for managing, controlling~~to manage, control and ~~overseeing~~oversee banking market risk. Our Risk Appetite sets the controls, risk limits and key risk metrics for banking market risk. We articulate ~~Risk Appetite~~risk appetite by the income and value sensitivity limits we set in our Risk Appetite, at both Santander UK and ~~NIM and EVE sensitivity limits set by~~ Banco ~~Santander.~~Santander group levels.
Risk measurement(unaudited)
For banking market risk, we mainly measure our exposures with NIM and EVE sensitivity ~~analysis – supported by~~analysis. We support this with the risk measures we explained in the ‘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~~our 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~~
    —
–  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 or 36 months.
    —
–  We calculate NIM sensitivity by simulating the NIM using two yield curves. The difference between the two NIM totals is the NIM sensitivity.
—
–  Our main model assumptions are that:

–  The balance sheet is ~~dynamic, meaning~~dynamic. This means that it includes the run-off of current assets and liabilities as well as retained and new ~~business.~~business

–  We use a behavioural balance sheet rather than contractual one. This means that we adjust balances for behavioural or assumed profile. We do this with most retail products whose behavioural maturity is ~~less than~~different to the contractual maturity. This is usually because customers are exercising the option ~~for~~to withdraw or prepay early, ~~withdrawal or prepayment,~~ or there is no contractual maturity.

~~Santander UK plc~~    87
~~Annual Report 2016~~
~~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 and non-parallel shifts in the yield curve.
    —
–  We use a static balance ~~sheet,~~sheet. This means that 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.

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Santander UK plc 105
Annual Report 2017 on Form 20-F | Risk review
The limitations of sensitivities
We use sensitivities to measure the impact of standard, instantaneous, parallel shifts in relevant yield ~~curves, using a 0% interest rate floor where needed.~~curves. 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~~limit 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
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~~
Other metrics we can use ~~is VaR.~~include VaR and Earnings at Risk (EaR). 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.~~Income Statement. This is because ~~they are accounted~~we account for them at amortised cost rather than fair value. EaR is similar to VaR but captures changes in income rather than value. This approach is mainly used to generate a one-year EaR measure to assess the capital requirement for Basis Risk.
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 and~~events. They can also 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 can adapt our 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~~three categories:
– Specific, deterministic stress tests that are not referenced to market history or expectations ~~(parallel~~(such as parallel stresses of a given ~~size, for example)~~size)
– 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 changes 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~~to define appropriate hypothetical stress tests and any adjusting assumptions based on the balance sheet, management actions and customer behaviour.
How 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 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.
Risk mitigation(unaudited)
We 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 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 use to assess the risk of the portfolio.
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.
We 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 use to assess the risk of the portfolio.
Risk monitoring and reporting(unaudited)
We monitor the banking market risks of the portfolios ~~held~~we hold for liquidity and investment purposes using sensitivities, 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 volatility (including interest rate, inflation and credit spread risks) to fully reflect the potential volatility.

88    ~~Santander UK plc~~
106     Santander UK plc
   ~~Risk~~
~~governance~~ ~~Credit risk~~ > Market risk ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~


BANKING MARKET RISK REVIEW
2017 compared to 2016(unaudited)
The movement in NIM sensitivities in 2017 was largely driven by higher levels of the yield curve over the second half of 2017 and the subsequent base rate rise in November 2017. During 2017, we took actions to prepare for the possibility of negative rates in the UK, including a review of our models to ensure they better reflected the risks inherent in the current low rate environment. These changes in our underlying models also contributed to the movements in the year.
The increase in EVE sensitivities in 2017 was mainly due to the same changes in our underlying models. These movements were partially offset by the impact of the Base Rate rise and the increased volume of fixed rate assets left unhedged over the year.
The increase in the basis risk EaR in 2017 was largely due to changes in the underlying net basis position as a result of the continued reduction in SVR mortgages and growth in bank account liability volumes.
The main risk factors of the portfolios of securities held for liquidity and investment purposes remain the inflation and spread risk exposures. The risk of the portfolios decreased in 2017 due to a reduction in the portfolio size as maturities and sales outweighed purchases, in addition to the portfolio rebalancing away from asset classes with relatively higher risk.
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~~up and ~~downwards)~~down) applied instantaneously to the yield curve at 31 December ~~2016~~2017 and ~~2015.~~2016. 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 and non-parallel shifts as well as scenarios.

        2016         2015
        +50bps
£m      -50bps
£m         +50bps
£m      -50bps
£m
NIM sensitivity
     240      (82 )      131      39
EVE sensitivity (unaudited)

     54      (30 )      86      (54 )
~~2016 compared to 2015~~~~(unaudited)~~
The movement in NIM sensitivities in 2016 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 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 management assumptions used for risk measurement purposes mentioned above.
We have also taken actions to be prepared for the possibility of negative interest rates in the UK, including a review of our systems and models, and to ensure any potential impact on our customers is appropriately managed.


2017



2016



+50bps


-50bps


+50bps


-50bps


£m


£m


£m


£m

NIM sensitivity
     212      (125 )      240      (82 )
EVE sensitivity (unaudited)
     95      (213 )      54      (30 )
Basis risk(unaudited)
We ~~measure~~report basis risk using ~~various risk measures, including VaR. The VaR measure uses~~ the same VaR methodology as our trading book. The basis risk VaR 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 London Interbank Offered Rates (LIBOR) of different terms.EaR approach.
~~2016 compared to 2015~~
     2017      2016


£m


£m

Basis risk EaR
     24      13
The basis 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.
Interest rate repricing gap(unaudited)
The table below shows the interest rate repricing gap of our balance sheet by repricing buckets.



3 months
   1 year    3 years    5 years      >5 years    Not sensitive    Total
2017


£m


£m


£m


£m


£m


£m


£m

Assets
     142,195    34,661    59,253    18,746      15,453    16,782    287,090
Liabilities
     178,179    18,003    25,487    17,746      25,559    24,801    289,775
Off-balance sheet
     (10,383 )    (3,025 )    4,364    5,636      6,093    –    2,685
Net gap
     (46,367 )    13,633    38,130    6,636      (4,013 )    (8,019 )    –
   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      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      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      (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 ) –      (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~~table below shows the risk metrics covering the portfolios of securities held for liquidity and investment purposes was £5m at 31 December 2016 (2015: £3m). The main risk factors remain the inflation and spread risk exposures of these positions. The increase in 2016 was mainly as a result of portfolio growth and rebalancing, plus the impact of more volatile market data used in the VaR calculation.purposes.
We regularly stress test the portfolio against historical and hypothetical scenarios. Using the possible losses from the stress tests, we establish limits that complement our VaR-based limits. At 31 December 2016, using historic deterministic stress tests, we estimated the worst three month stressed loss for these portfolios to be £280m (2015: £259m). The increase in simulated stress loss from these portfolios was mainly due to portfolio growth from both new asset purchases, and a rise in the GBP value of foreign currency denominated assets, following the fall in the value of GBP after the UK referendum on EU membership.

2017


2016

     £m      £m
VaR
     3      5
Worst three month stressed loss
     193      280
LOGO
Santander UK plc 107


~~Santander UK plc~~    89
~~Annual Report 2016~~
~~Risk review~~
Annual Report 2017 on Form 20-F | Risk review


Liquidity risk

Overview(unaudited)
Key metrics(unaudited)

Liquidity risk is the risk that, while still being solvent, we do not have ~~sufficient~~the liquid financial resources ~~available~~ to meet our obligations aswhen they fall due, or we can only ~~secure such resources~~obtain them at ~~excessive~~high 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 wholesale funding. Finally, we analyse how we have encumbered some of our assets to support our funding activities.

~~Key metrics(unaudited)~~

LCR ~~improved~~decreased to 120% (2016: 139% ~~(2015: 120%~~)
Our LCR eligible liquidity pool increased by £12.0bn to £50.7bn at 31 December 2016, mainly reflecting 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.

Wholesale funding with maturity of <~~1yr up~~1 year down to ~~£21.4bn (2015: £21.1bn)~~
~~Wholesale funding with a residual maturity of less than one year increased by £0.3bn to £21.4bn at 31 December 2016, reflecting changes in the maturity profile of our wholesale funding.~~£14.9bn (2016: £21.4bn)

LCR eligible liquidity pool ~~coverage of wholesale funding of <1yr increased~~decreased to ~~237% (2015: 183%)~~£48.5bn
(2016: £50.7bn)
OUR KEY LIQUIDITY RISKS(unaudited)
Through our Liquidity Risk Appetite framework, we manage our funding or structural contingent and market liquidity risks wherever they arise. This can be in any of the following areas:

~~Our LCR eligible liquidity pool significantly exceeded wholesale funding of less than one year, with a coverage ratio of 237% at 31 December 2016.~~
Key risks

Description

90    ~~Santander UK plc~~
Retail and corporate deposit outflows
~~Risk~~
–  Outflows if we are seen as more of a credit risk than our peers.
Wholesale secured and

–  Wholesale unsecured deposits failing to roll over at maturity date.
unsecured liquidity outflows

–  An inability to replace our wholesale secured funding on maturity.
Off-balance sheet activities

–  Collateral outflows if our credit rating was downgraded. This could also lead to higher costs or less capacity to raise funding.
~~governance~~
–  Outflows of collateral we owe but that have not yet been called.
~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
–  Outflows of collateral due to market movements.
–  Drawdowns on committed facilities based on facility type, and counterparty type and creditworthiness.
Other risks

~~Other key risks~~
–  Funding concentrations – outflows against concentrations of wholesale secured funding providers.
–  Intra-day cash flows – shortfall on the liquidity we need to support intra-day needs.
–  Intra-group commitments and support – cash in our subsidiaries becoming unavailable to the wider Santander UK group and contingent calls for funding from our subsidiaries and affiliates.
–  Franchise retention – outflows we need to support our future business and reputation.

~~SOURCES AND USES OF LIQUIDITY(unaudited)~~
Our main sources of liquidity
~~Most~~Customer deposits finance most of our customer ~~lending is financed by customer deposits.~~lending. 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 have a strong wholesale funding investor base, diversified across product types and geographies. Through the wholesale markets, we have active relationships in many sectors including banks, other financial institutions, corporates and investment funds. We access the wholesale funding markets for subordinated debt, longer-dated senior unsecured debt through Santander UK Group Holdings plc, covered bonds, ~~and~~structured notes, shorter-dated senior unsecured debt and short-term funding. We also access these markets through Abbey National Treasury Services plc for ~~structured notes and~~ short-term funding, and through securitisations of certain assets. For more on our programmes, see Notes 16, 2924 and 3025 in the Consolidated Financial Statements.
We generate funding on the strength of our own balance sheet, our own profitability and our own network of investors. We do not rely on ~~guarantees~~a guarantee from Banco Santander SA or any other member of the Banco ~~Santander.~~Santander group. We do not raise funds to finance other members of the Banco Santander group or guarantee their debts, ~~(other~~other than some of our own ~~subsidiaries).~~subsidiaries. As we are a PRA-regulated group, ~~Santander UK plc has~~we have to meet PRA liquidity needs on a standalone basis. This means we have to prove to the PRA that we can withstand liquidity and capital stress tests.
While we manage our funding and liquidity on a standalone basis, we coordinate our issuance plans with Banco Santander where it is appropriate ~~and we~~to do. We also comply with rules set by the PRA, other regulators, and Banco Santander standards. While we manage, consolidate and monitor liquidity risk centrally, we also manage and monitor it in the business area it comes from.
Our main uses of liquidity
Our main uses of liquidity are to fund our lending in Retail Banking and Commercial Banking, to pay interest ~~expense, pay~~and dividends, and to ~~shareholders, and~~ repay debt. Our ability to pay dividends depends on various factors. These include our regulatory capital needs, the level of our distributable reserves, and our financial performance. We also use liquidity ~~as consideration~~to pay for business combinations.
~~OUR KEY LIQUIDITY RISKS(unaudited)~~
~~Through our liquidity risk appetite framework, we manage our funding or structural contingent and market liquidity risks wherever they arise. This can be in any of the following areas:~~

    ~~Key risks~~
108
~~Description~~
    Santander UK plc
~~Retail and corporate deposit outflows~~    — ~~Outflows if we are seen as more of a credit~~> Liquidity risk ~~than our peers.~~
~~Wholesale secured and unsecured~~
~~liquidity outflows~~
—
—
~~Wholesale unsecured deposits failing to roll over at maturity date.~~
~~An inability to replace wholesale secured funding on maturity.~~
~~Off-balance sheet activities~~
—
—
—
—
~~Collateral outflows if our credit rating was downgraded. Credit rating downgrades could also lead to higher costs or less capacity to raise funding.~~
~~Outflows of collateral we owe but that have not yet been called.~~
~~Outflows of collateral due to market movements.~~
~~Drawdowns on committed facilities based on facility type, and counterparty type and creditworthiness.~~
~~Other risks~~ — ~~Funding concentrations – outflows against concentrations of wholesale secured financing providers.~~
— ~~Intra-day cash flows – shortfall on the liquidity we need to support intra-day needs.~~
— ~~Intra-group commitments and support – cash in our subsidiaries becoming unavailable to the wider Santander UK group and contingent calls for funding from subsidiaries and affiliates.~~
—
~~Franchise retention – outflows we need to support our future business and reputation.~~
~~Santander UK plc~~    91
~~Annual Report 2016~~
~~Risk review~~


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),~~LRA, on the same basis. Under this model, and the PRA’s ~~regulatory~~ liquidity rules, Santander UK plc and its subsidiaries Abbey National Treasury Services plc and Cater Allen Limited form the Domestic Liquidity Sub-group (DoLSub)~~. It is assumed that each~~, which allows the entities to collectively meet regulatory requirements. Each member of the DoLSub will 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~~LRA 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~~ In line with our liquidity management principles, ~~are that~~ we:
– ~~Meet or exceed all PRA liquidity requirements~~
– Ensure that all maturing liabilities can be ~~refinanced~~financed as they fall due, including across currencies and on an intraday basis
– Maintain a level of customer loans versus customer deposits ~~and prevent~~that prevents an over-reliance on wholesale markets
– Maintain ~~enough~~sufficient capacity to ~~realise~~monetise liquid assets and other counterbalancing capacity within an appropriate ~~period to support our liquidity risk appetite~~timeframe
– Avoid an over-reliance on funding from a single product, customer or counterparty
– ~~Maintain~~ Fund long-term ~~funding to match~~assets with long-term ~~assets~~liabilities
– Maintain a sufficient ~~level of~~ unencumbered customer assets to support current and future funding and collateral ~~requirements.~~requirements, including under stress
– Ensure that liquidity costs and benefits are allocated to business activities from which they arose.
~~Our liquidity risk appetite is approved by the~~The Board, under advice from the Board Risk ~~Committee.~~Committee, approves our LRA. Our ~~liquidity risk appetite,~~LRA, in the context of our overall Risk Appetite, is reviewed and approved by the Board each year, or more often if needed.
92    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~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~~LDR ratio and our level of encumbered assets.
Stress testing~~(unaudited)~~
We also have a liquidity stress test framework in place ~~that~~which is central to our LRA measurement and monitoring. It includes ~~the most~~three severe but plausible ~~and significant~~ stress ~~scenario. It is approved as part of our liquidity risk appetite.~~test scenarios. To fit with our risk appetite, the liquidity outflows that come from ~~this~~these stress ~~test~~tests must be fully covered with high-quality liquid ~~assets.~~
~~We must cover the outcome of~~assets, other ~~plausible (but less likely) stress tests with a combination of:~~
~~– High-quality~~ liquid assets
~~– Other liquid assets~~
~~– Management~~ and management actions sanctioned at the right level of governance. Additionally, a quarterly funding plan disruption stress scenario now forms part of our LRA monitoring.
Our Risk division runs our stress tests. They are:

Test

Description
Our ~~liquidity risk appetite~~LRA stress
~~A comprehensive~~Three stress ~~test~~tests that ~~looks~~cover idiosyncratic, market wide and combined scenarios and look at all our risks during ~~an idiosyncratic shock in a time of market-wide disruption that causes a loss of confidence in our brand.~~these events. We reviewed and revised our ~~liquidity risk appetite stress~~LRA stresses in ~~2016~~2017 and ~~have retained~~updated the previous single stress scenario to these three whilst ~~updating~~also calculating the ~~calculated~~ outflows resulting from ~~it.~~
each and introducing regular funding plan disruption stress tests.
Global economic stress
A stress test that looks at a slowdown in emerging markets ~~that results~~which triggers a rapid deterioration in ~~a downturn~~market sentiment globally and reduced confidence in the ~~UK housing market.~~
banking industry. Consumer purchasing power diminishes, resulting in retail and commercial outflows and drawdowns on liquidity facilities.
USAcute retail stress
Stress tests that look at ~~the impact of losing the confidence of US investors, affecting our access to US funding markets.~~
~~Acute retail stress~~
~~Stress tests~~a significant event that ~~look at the impact of losing the~~damages confidence of retail and commercial depositors, causing ~~major, acute~~a material loss of deposits.
Slow retail stress
Stress tests that look at the impact of a gradual prolonged period of loss of ~~deposits.~~
retail and commercial deposits and reduced wholesale financing.
Wholesale stress
A stress test that ~~incorporates an adverse assessment of~~assesses the impact of ~~the UK referendum on EU membership, where losing corporate and wholesale customer confidence causes us~~ a ~~prolonged period of~~significant loss of ~~deposits.~~
wholesale market confidence in Santander UK under which wholesale funding is no longer available to us in any currency.
Protracted stress
A 12-month stress with a three-month period of severe liquidity constraint ~~and the loss of retail customer~~followed by a slow recovery in confidence ~~and subsequent loss of deposits.~~
in a recessionary economic environment.
~~Eurozone~~Severe combined stress
A stress test that looks at a ~~scenario in~~deep and prolonged UK recession which ~~a major deterioration~~impairs confidence in the ~~eurozone economies has~~UK banking sector, and results in a ~~knock-on (or contagion) effect on us, causing severe liability outflows~~reduction in wholesale funding availability. Simultaneously Santander UK suffers an idiosyncratic shock leading to retail and ~~rating agency action.~~commercial outflows.

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~~LRA and our regulatory liquidity metrics.
We ~~also~~ monitor our ~~PRA Individual Liquidity Guidance and our Liquidity Coverage Ratio (LCR)~~LCR to ensure we continue to meet the ~~PRA requirements, and we monitor our~~requirements. Although the Basel Committee published its final Net Stable Funding Ratio (NSFR) ~~even though~~standards in October 2014, the ~~rules for this are~~NSFR has not yet ~~finalised.~~been implemented within Europe (unlike the LCR). As such there is no formal NSFR requirement applicable to UK or other EU banks until such time as the European Commission adopts appropriate regulatory and technical standards. Nonetheless, we monitor our NSFR on an ongoing basis and stand ready to comply with the standards once agreed.
LOGO
Santander UK plc 109


~~Santander UK plc~~    93
~~Annual Report 2016~~
~~Risk review~~
Annual Report 2017 on Form 20-F | 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~~three plausible ~~and significant~~but severe stress ~~scenario.~~scenarios. We do this by keeping a prudent balance sheet structure and maintaining our approved liquid resources. ~~We review this~~The three stress scenarios cover a severe idiosyncratic, market wide and combined stress scenario ~~regularly~~and we hold sufficient liquidity to ~~keep it relevant to~~survive the ~~current economic and market environment.~~worst outcome.
Ongoing business management
Within our framework of prudent funding and liquidity management, we manage our activities to minimise our liquidity risk.
We have clear responsibilities for short-term funding, medium-term funding, encumbrance, collateral and liquid asset management. This ensures we manage liquidity risks as part of our ~~ongoing business management and within our~~ daily operations, strategy and planning. We distinguish between short-term and strategic activities as follows:

Short-term tactical liquidity management
~~Liquid resources~~
Description
Liquid resources We maintain liquid assets, contingent liquidity and defined management actions to source funds. We do this to cover unexpected demands on ~~cash~~cash. This is 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 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
Description
Structural balance sheet shape
We manage our maturity transformation, where we invest shorter-term funding in longer-term assets. We also manage our use of wholesale funding for non-marketable assets, and our use of non-marketable assets to generate liquidity.
Wholesale funding strategy
We avoid relying too much on any individual or groups of customer, currency, market or product that might become highly correlated in a time of stress. We also avoid excessive concentrations in the maturity of our wholesale funding.
Wholesale funding capacity
We maintain and promote our client ~~relationships,~~relationships. We also monitor our line availability and maintain our funding capacity by using lines and markets.

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 hold a portfolio of unencumbered liquid assets at all times. Our LRA and ~~regulatory~~PRA requirements determine the size and composition of this portfolio. These assets give us a source of contingent liquidity, as we can realise some of them in a time of stress to create liquidity through repurchase or outright sale to the market.
Structure and organisation
Santander UK has a centralised function for the management of funding, liquidity, capital – the CFO Division. The division also manages interest rate risk in our banking book. Under this approach, the CFO Division is responsible for centralising and managing these risks on behalf of Santander UK. A robust Funds Transfer Pricing (FTP) framework is critical to ensure that these risks are appropriately transferred into the CFO Division and that the costs and benefits are then passed back to the business (and ultimately our customers) and to incentivise the right behaviours in the businesses.
The role of the CFO Division is to:
– Manage the provision of funding in order to meet the requirements of business strategy and plans
– Propose the LRA to the Risk Division and Santander UK Board for approval
– Manage the required liquid asset buffer
– Maintain the Santander UK funding plan, ensuring it is compliant with the LRA and regulatory liquidity and capital requirements
– Manage day-to-day operational liquidity and intra-day liquidity risk
– Manage the Santander UK Recovery Plan and from January 2018 the Resolution Plan and operational continuity processes
– Maintain policy and methodology for liquidity and interest rate FTP
– Manage and submit liquidity regulatory reporting.
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.~~Plan. This enables us to respond to a wide variety of stresses, from mild to severe, in a coordinated and efficient manner. ItThe Recovery and Resolution Plan addresses how a capital or liquidity stress would be ~~managed as part of our wider incident management processes.~~managed. It ~~defines three stages of severity which are~~would be 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~~ The Recovery and Resolution ~~framework, we also consider our ability~~Plan has two phases with the first invoked as early and proactively as possible in order to ~~change~~mitigate a stress with suitable actions. Phase 2 would be invoked if a stress is severe enough to warrant more significant action.
The Recovery Plan is approved by the ~~amounts~~Board under advice from the Board Audit Committee and ~~timing of cash flows~~is subject 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.~~ongoing review and enhancement.
Risk monitoring and reporting(unaudited)
We monitor liquidity risk ~~on a~~ daily, weekly and ~~monthly basis.~~monthly. We do this through different committees and levels of management, including ALCO and the Board Risk Committee.

94    ~~Santander UK plc~~
110     Santander UK plc
   ~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ > Liquidity risk ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~


LIQUIDITY RISK REVIEW(unaudited)
2017 compared to 2016
– Throughout 2017 we maintained robust risk management controls to monitor and manage the levels of our eligible liquidity pool and encumbrance. The LCR decreased to 120% at 31 December 2017 (2016: 139%), reflecting the increased requirements due to EU adoption of Regulatory Technical Standards for assessing additional collateral outflows and efficient liquidity planning. The average LCR was 129%.
– Our LCR eligible liquidity pool significantly exceeded our wholesale funding of less than one year, with a coverage ratio of 326% at 31 December 2017 (2016: 237%), the coverage ratio increased primarily due to lower term funding maturities in 2018, the ratio continues to be volatile due to the management of normal short-term business commitments.
– The reduction in the LRA was due to the increased severity of the stress scenarios and the extended 90 day term of the stress compared to the 60 day term of the 2016 scenario. There is also a new requirement to hold sufficient liquidity to cover the functioning of the notes circulation scheme.
Liquidity Coverage Ratio
This table shows our LCR and LRA ~~reflecting~~at 31 December 2017 and 2016. It reflects 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    LRA⁽¹⁾

2017
£bn
   2016
£bn
2017
£bn
   2016
£bn
Eligible liquidity pool (liquidity value)
     47.4    50.1    45.7    45.2
Net stress outflows
     (39.7 )    (36.0 )    (34.7 )    (27.3 )
Surplus
     7.7    14.1    11.0    17.9
Eligible liquidity pool as a percentage of anticipated net cash flows
             120%    139%            132%    166%
(1) The 2016 LRA was a two month stress horizon, the 2017 LRA is a three month requirement based on the running of three stress scenarios.
LCR eligible liquidity pool
This table shows the carrying value and liquidity value of ~~the assets in~~ our eligible liquidity pool assets at 31 December ~~2016~~2017 and ~~2015.~~2016. It also shows the weighted average carrying value in the ~~year:~~year.

     Carrying value         Liquidity value⁽¹⁾         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

2017
£bn
     2016
£bn
2017
£bn
     2016
£bn
2017
£bn

2016
£bn

Cash and balances at central banks
     16.0                      15.9      16.0                      15.9      19.0      19.1      30.9      16.0      30.9      16.0      23.6      19.0
Government bonds
     29.5      18.1      29.5      17.8      18.4      12.5      12.5      29.5      12.3      29.5      19.6      18.4
Supranational bonds and multilateral development banks
     1.5      1.2      1.5      1.2      1.4      1.1      1.0      1.5      1.0      1.5      1.1      1.4
Covered bonds
     2.9      2.1      2.6      1.8      2.6      2.3      2.7      2.9      2.3      2.6      2.7      2.6
Asset-backed securities
     0.7      0.7      0.5      0.7      0.8      0.6      0.6      0.7      0.5      0.5      0.8      0.8
Corporate bonds
     –      0.1      –      0.1      –      0.1
Equities
     0.1      0.6      –      0.3      0.5      0.5      0.8      0.1      0.4      –      1.1      0.5
     50.7      38.7      50.1      37.8      42.7      36.2              48.5      50.7              47.4      50.1              48.9      42.7

(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 2016 and 2015.~~

            On-balance sheet          Off-balance sheet
   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
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 balances at central banks    15.9    15.9    –    –    –    –       –
Government bonds    18.1    –    3.9    –    4.3    –       9.9
Supranational bonds and multilateral development banks
   1.2    –    –    –    1.2    –       –
Covered bonds    2.1    –    –    –    2.4    –       (0.3 )
Asset-backed securities    0.7    –    –    0.1    0.6    –       –
Corporate bonds    0.1    –    –    –    0.1    –       –
Equities    0.6    –    5.7    –    –    –       (5.1 )
   38.7    15.9    9.6    0.1    8.6    –       4.5
~~Geographical distribution~~
~~This table shows the geographical distribution of the carrying value of the assets in our eligible liquidity pool at 31 December 2016 and 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
2015

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
Covered bonds⁽⁵⁾      0.3      0.1      1.1      0.6      2.1
Asset-backed securities⁽⁶⁾      0.5      –      0.1      0.1      0.7
Corporate bonds⁽⁷⁾      –      –      0.1      –      0.1
Equities      0.1      –      0.4      0.1      0.6
     25.3      7.8      3.2      2.4      38.7
~~(1)~~ Consists of AAA rated bonds of £8.6bn (2015: £11.6bn), AA+ rated bonds of £0.3bn (2015: £5.1bn), AA rated bonds of £20.0bn (2015: £0.3bn), AA- rated bonds of £0.2bn (2015: £nil) and A rated bonds of £0.4bn (2015: £1.1bn).
~~(2)~~ Consists of Germany of £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 other countries of £0.3bn (2015: £0.2bn).
~~(3)~~ ~~Consists of Japan of £0.4bn (2015: £1.1bn), Switzerland of £0.2bn (2015: £nil) and Canada of £0.1bn (2015: £nil).~~
~~(4)~~ ~~Consists of AAA rated bonds of £1.5bn (2015: £1.2bn).~~
~~(5)~~ ~~Consists of AAA rated bonds of £2.9bn (2015: £2.0bn) and AA+ rated bonds of £nil (2015: £0.1bn).~~
~~(6)~~ ~~Consists of AAA rated bonds of £0.7bn (2015: £0.7bn).~~
~~(7)~~ ~~Consists of AA rated bonds of £nil (2015: £0.1bn).~~
96    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension 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 2017 and 2016, ~~and 2015:~~the composition of the pool is consistent with the currency profile of our net liquidity outflows.

        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
     US Dollar
£bn      Euro
£bn      Sterling
£bn      Other
£bn      Total
£bn
2017
     9.2      1.8      36.7      0.8      48.5
2016
     10.1      2.4      37.6      0.6      50.7
~~2016 compared to 2015~~Composition of the eligible liquidity pool
~~Throughout 2016, we maintained robust risk management controls to monitor and manage~~This table shows the ~~levels~~allocation of the carrying value of the assets in our eligible liquidity pool for LRA and ~~encumbrance. Our~~ LCR ~~eligible liquidity pool significantly exceeded wholesale funding of less than one year, with a coverage ratio of 237%~~purposes at 31 December ~~2016 (2015: 183%),~~2017 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.2016.
   2017    2016
   LCR eligible liquidity pool       LCR eligible liquidity pool
   Level 1
£bn    Level 2A
£bn    Level 2B
£bn    Total
£bn    Of which
LRA
eligible
£bn    Level 1
£bn    Level 2A
£bn    Level 2B
£bn    Total
£bn    Of which
LRA
eligible
£bn
Cash and balances at central banks
   30.9    –    –    30.9    30.3    16.0    –    –    16.0    15.0
Government bonds:

– AAA to AA-
   11.0    –    –    11.0    11.0    28.9    0.2    –    29.1    29.1
– A+ to A
   –    1.5    –    1.5    1.5    –    0.4    –    0.4    0.4
Supranational bonds and multilateral development banks:

– AAA to AA-
   1.0    –    –    1.0    1.0    1.5    –    –    1.5    1.5
Covered bonds:

– AAA to AA-
   1.5    1.2    –    2.7    2.7    1.7    1.2    –    2.9    2.9
Asset-backed securities:

– AAA to AA-
   –    –    0.6    0.6    0.6    –    –    0.7    0.7    0.3
Equities
   –    –    0.8    0.8    0.8    –    –    0.1    0.1    0.1
   44.4    2.7    1.4    48.5    47.9    48.1    1.8    0.8    50.7    49.3
LOGO
Santander UK plc 111


~~Santander UK plc~~    97
~~Annual Report 2016~~
~~Risk review~~
Annual Report 2017 on Form 20-F | Risk review


~~OUR~~ FUNDING ~~STRATEGY AND STRUCTURE~~RISK MANAGEMENT
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. Overall this means that we do not rely too heavily on wholesale funds. This is reflected in our customer ~~loan-to-deposit~~LDR ratio which ~~is monitored~~we monitor against ~~limits~~budget 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 our 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~~Around 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,~~long term, but to fund themselves ~~mostly~~mainly 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~~this data 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
Our Retail Banking and Commercial Banking activities are ~~mostly~~mainly funded by customer deposits. The rest is funded through wholesale markets.
Wholesale funding
98    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~
~~Wholesale funding~~
Wholesale funding and issuance model(unaudited)
Banco Santander 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~~kept 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 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 to recapitalise the group. Those bondholders would become the new owners, 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 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.
112     Santander UK plc
> Liquidity risk
Our current structure is:

LOGO
(1) Short-term funding is in the process of being transferred from Abbey National Treasury Services plc to Santander UK plc.
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, senior unsecured, secured, medium-term and subordinated debt.
~~2016 compared to 2015~~ Details of our main programmes are available in the Funding Information section of our website www.santander.co.uk/uk/about-santander-uk/investor-relations/funding-information.
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,~~ring-fencing plan, Santander UK plc is ~~intended to be~~now our main operating company issuer of senior unsecured debt and covered bonds. Santander UK Group Holdings plc ~~will be~~is the issuer of subordinated debt and Minimum Requirement for Own Funds and Eligible Liabilities (MREL)/Total Loss Absorbing Capacity (TLAC) eligible senior unsecured debt. For more on our ring-fencing plan see Note 39.
~~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.~~
~~100~~    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~
~~Currency composition of wholesale funds~~
~~This table shows our wholesale funding by major currency at 31 December 2016 and 2015.~~

        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 2016 and 2015.~~

      Balance sheet line item
Funding Deposits Deposits by Trading Financial Debt Subordinated
analysis by banks customers⁽¹⁾ liabilities liabilities securities liabilities Share capital and
at fair value in issue other equity⁽²⁾
   £bn £bn £bn £bn £bn £bn £bn £bn
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
16.7 – 4.1 – – 12.6 – –
– privately placed
4.9 – – – 1.4 3.5 – –
Covered bonds
15.2 – – – – 15.2 – –
Securitisation and structured issuance
9.6 2.1 ⁽³⁾ 0.5 – – 7.0 – –
Term Funding Scheme
4.5 4.5 – – – – – –
Subordinated liabilities and equity
5.2 – – – – – 3.4 1.8
Total wholesale funding
65.2 6.9 4.6 0.4 1.9 46.2 3.4 1.8
Repos
8.8 – – 8.8 – – – –
Foreign exchange and hedge accounting
5.4 – 0.4 – – 4.1 0.9 –
Other
9.8 2.9 ⁽³⁾ – 6.4 ⁽⁴⁾ 0.5 – – –
Balance sheet total
89.2 9.8 5.0 15.6 2.4 50.3 4.3 1.8
2015(unaudited)

Deposits by banks
1.0 – – 1.0 – – – –
Certificates of deposit and commercial paper
7.2 – – – – 7.2 – –
Senior unsecured – public benchmark
13.4 – 0.8 – – 12.6 – –
– privately placed
6.0 – – – 2.0 4.0 – –
Covered bonds
16.3 – – – – 16.3 – –
Securitisation and structured issuance
15.5 4.2 ⁽³⁾ 0.5 1.1 – 9.7 – –
Subordinated liabilities and equity
5.3 – – – – – 3.5 1.8
Total wholesale funding
64.7 4.2 1.3 2.1 2.0 49.8 3.5 1.8
Repos
6.6 – – 6.6 – – – –
Foreign exchange and hedge accounting
0.3 – – – – (0.1) 0.4 –
Other
8.1 4.1 ⁽³⁾ – 4.0 ⁽⁴⁾ – – – –
Balance sheet total
79.7 8.3 1.3 12.7 2.0 49.7 3.9 1.8
~~(1)~~ ~~This 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, excluding the Term Funding Scheme. See Note 26 to the Consolidated Financial Statements.
~~(4)~~ ~~Short positions in securities and unsettled trades, cash collateral and short-term deposits. See Note 28 to the Consolidated Financial Statements.~~
~~Santander UK plc~~    ~~101~~
~~Annual Report 2016~~
~~Risk review~~
~~As well as deposit and wholesale funding, we~~We also have access to the UK Government schemes ~~included in the table~~set out below. For each ~~of these schemes,~~scheme, eligible collateral includes all collateral that is eligible in the Bank of England’s Discount Window Facility. We ensure that sufficient collateral is placed and available at the Discount Window.

Scheme Description
    ~~Scheme~~Discount Window Facility (DWF)

~~Description~~
The DWF is a bilateral on-demand service for firms experiencing either a firm-specific or market-wide shock. It allows firms to borrow highly liquid assets in return for less liquid collateral. This lending can be large in size and for a variable term.
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.
The FLS was closed on 31 January 2018.
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 2016, our external term issuance (sterling equivalent) was:~~ LOGO
Santander UK plc 113

        Sterling
£bn      US Dollar
£bn      Euro
£bn      Other
£bn      Total 2016
£bn      Total 2015⁽¹⁾
£bn
Downstreamed from Santander UK Group Holdings plc to Santander UK plc


Senior unsecured – public benchmark
     0.5      1.8      0.8      –      3.1      0.8
– privately placed
     –      –      –      0.1      0.1      –
Subordinated debt and equity (including AT1 issuance)
     –      –      –      –      –      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
     6.7      3.8      2.3      0.1      12.9      12.1
~~(1) The 2015 numbers in this table are unaudited.~~
Annual Report 2017 on Form 20-F | Risk review
~~2016~~
FUNDING RISK REVIEW
2017 compared to ~~2015~~2016(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 2015, the majority of our new issuance in 2016 was in the unsecured markets. 2016 presented a challenging market for issuance. In the first half of the year market 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, sterling 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 uncertainty, the Bank of England continued to provide support through further rounds of monetary stimulus, introducing the TFS and maintaining the low interest rate environment. The US election result generated much activity in the rates space but credit remained stable.
Taking advantage of the constructive market windows through 2016, we remained active in the wholesale markets. In addition, the TFS provides a useful source of low cost funding and we have utilised the scheme as part of our commitment to continue lending to UK individuals and business. In 2016, our term funding was £12.9bn (2015: £12.1bn), of which £8.4bn (2015: £10.3bn) was medium-term issuance:
– 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 support our credit ratings. 2017 presented a positive market environment for issuance despite the continuing backdrop of global geo-political tensions and other political issues causing intermittent volatility. Despite concerns around political events such as the French and UK elections and the ongoing negotiation of the UK’s exit from the EU, the market remained open and offered excellent funding opportunities across all asset classes and currencies, allowing issuers to fund themselves in the wholesale markets at the lowest levels since the financial crisis. Equities also proved resilient and ended the year at record highs. In April 2017, we took advantage of the strong risk appetite for higher risk products and issued ~~two public senior unsecured securities~~£500m Perpetual Capital Securities to our immediate parent, Santander UK Group Holdings plc.
– In 2017, medium term funding balances were lower with TFS drawdown replacing some of our matured funding. Our total term funding was £11.8bn (2016: £12.9bn), of which £0.5bn (2016: £nil) was capital issuance, £7.3bn (2016: £8.4bn) was medium-term issuance and ~~received~~£4.0bn (2016: £4.5bn) was TFS.
– The £7.3bn medium-term funding included £2.1bn of downstreamed funding from issuances by our immediate parent (this is currently in the form of loans that rank pari passu with our existing senior unsecured ~~liabilities, from four public issuances by our immediate parent. These downstreamed funding issuances~~liabilities), £1.2bn of senior unsecured notes from the Company, ~~included two USD SEC registered 5 year benchmarks totalling $2.5bn, as well as a £500m 10 year~~£2.3bn of covered bonds and a€~~1bn 7 year transaction.~~£1.7bn of securitisations.
– Maturities in 2017 were £13.1bn (2016: £13.5bn). At 31 December 2017, 75% (2016: 67%) of wholesale funding had a maturity of greater than one year, with an overall residual duration of 43 months (2016: 41 months). The ~~two public issuances were USD SEC registered 3 year securities out~~total drawdown outstanding from the TFS was £8.5bn (2016: £4.5bn) and the total drawdowns of ~~Abbey National~~UK Treasury ~~Services plc totalling $2bn. With effect on and from 1 June 2016, Santander UK plc was substituted in place of Abbey National Treasury Services plc as principal obligor in respect of these issuances.~~Bills under the FLS remained at £3.2bn (2016 £3.2bn).
– Our level of encumbrance from external and internal issuance of securitisations and covered bonds decreased in 2017, as planned. This reflected greater maturities than new issues in the period. We ~~also issued residential mortgage-backed securities, asset-backed securities and two public covered bonds.~~expect our overall level of encumbrance to remain broadly static in 2018.
~~Maturities in 2016 were £13.5bn (2015: £12.3bn). At 31 December 2016, 67% (2015: 67%)~~Reconciliation of wholesale funding ~~had a maturity of greater than one year, with an overall residual duration of 41 months (2015: 43 months). The total drawdown from~~to the ~~TFS was £4.5bn (2015: £nil)~~balance sheet
This table reconciles our wholesale funding to our balance sheet at 31 December 2017 and ~~£3.2bn (2015 £2.2bn) under FLS.~~2016.

Balance sheet line item
Financial
Funding Deposits Deposits
by Trading
liabilities
designated at

Debt
securities
Subordinated Other equity
analysis by banks customers⁽¹⁾ liabilities fair value in issue liabilities instruments⁽²⁾
  2017 £bn £bn £bn £bn £bn £bn £bn £bn
Deposits
0.3 0.2 – – 0.1 – – –
Certificates of deposit and commercial paper
8.0 – – – 0.4 7.6 – –
Senior unsecured – public benchmark
17.8 – 6.0 – – 11.8 – –
                             – privately placed 3.1 – – – 1.1 2.0 – –
Covered bonds
14.2 – – – – 14.2 – –
Securitisation and structured issuance
5.5 1.0⁽³ ⁾ 0.5 – – 4.0 – –
Term Funding Scheme
8.5 8.5 – – – – – –
Subordinated liabilities and equity
5.5 – – – – – 3.2 2.3
Total wholesale funding
62.9 9.7 6.5 – 1.6 39.6 3.2 2.3
Repos
25.6 0.1 – 25.5 – – – –
Foreign exchange and hedge accounting
3.9 – 0.3 – – 3.0 0.6 –
Other
10.3 4.0⁽³ ⁾ – 5.6⁽⁴ ⁾ 0.7 – – –
Balance sheet total
102.7 13.8 6.8 31.1 2.3 42.6 3.8 2.3

  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
16.7 – 4.1 – – 12.6 – –
                              – privately placed
4.9 – – – 1.4 3.5 – –
Covered bonds
15.2 – – – – 15.2 – –
Securitisation and structured issuance
9.6 2.1⁽³ ⁾ 0.5 – – 7.0 – –
Term Funding Scheme
4.5 4.5 – – – – – –
Subordinated liabilities and equity
5.2 – – – – – 3.4 1.8
Total wholesale funding
65.2 6.9 4.6 0.4 1.9 46.2 3.4 1.8
Repos
8.8 – – 8.8 – – – –
Foreign exchange and hedge accounting
5.4 – 0.4 – – 4.1 0.9 –
Other
9.8 2.9⁽³ ⁾ – 6.4⁽⁴ ⁾ 0.5 – – –
Balance sheet total
89.2 9.8 5.0 15.6 2.4 50.3 4.3 1.8

~~102~~    ~~Santander UK plc~~
(1) This is included in our balance sheet total of £183,648m (2016: £177,172m).
(2) This is £14m (2016: £14m) fixed/floating rate non-cumulative callable preference shares, £235m (2016: £235m) Step-up Callable Perpetual Reserve Capital Instruments and £2,046m (2016: £1,550m) Perpetual Capital Securities. See Note 31 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, excluding the Term Funding Scheme. See Note 21 to the Consolidated Financial Statements.
(4) Short positions in securities and unsettled trades, cash collateral and short-term deposits. See Note 23 to the Consolidated Financial Statements.
114     Santander UK plc
   ~~Risk~~> Liquidity risk
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 and call dates. It does not reflect the final contractual maturity of the funding.
>1 and >3 and >6 and >9 and Sub-total >1 and >2 and
<=1 month <=3 months <= 6 months <=9 months <=12 months <=1 year <=2 years <=5 years >5 years Total
  2017

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

£bn

Downstreamed from Santander UK Group Holdings plc to Santander UK plc⁽¹⁾

Senior unsecured – public benchmark
– – – – – – – 3.8 2.1 5.9
                              – privately placed
– – – – – – – – 0.1 0.1
Subordinated liabilities and equity (incl. AT1)
– – – – – – 0.8 0.8 1.4 3.0
– – – – – – 0.8 4.6 3.6 9.0
Other Santander UK plc

Deposits by banks
– 0.1 – – – 0.1 – – – 0.1
Certificates of deposit and commercial paper
0.2 0.6 0.6 0.1 0.1 1.6 – – – 1.6
Senior unsecured – public benchmark
0.8 – – 1.3 – 2.1 2.9 5.4 1.5 11.9
                              – privately placed
– 0.7 – – – 0.7 1.3 0.6 0.4 3.0
Covered bonds
0.9 – 1.0 – – 1.9 1.3 7.7 3.3 14.2
Securitisation and structured issuance⁽²⁾
– – 0.4 – 0.9 1.3 0.6 1.2 0.1 3.2
Term Funding Scheme
– – – – – – – 8.5 – 8.5
Subordinated liabilities
0.1 – – – 0.1 0.2 – – 2.3 2.5
2.0 1.4 2.0 1.4 1.1 7.9 6.1 23.4 7.6 45.0
Other group entities

Deposits by banks
0.1 0.1 – – – 0.2 – – – 0.2
Certificates of deposit and commercial paper
2.7 2.4 1.3 – – 6.4 – – – 6.4
Securitisation and structured issuance⁽³⁾
– – – – 0.4 0.4 1.0 0.9 – 2.3
2.8 2.5 1.3 – 0.4 7.0 1.0 0.9 – 8.9
Total
4.8 3.9 3.3 1.4 1.5 14.9 7.9 28.9 11.2 62.9
Of which:

– Secured
0.9 – 1.4 – 1.3 3.6 2.9 18.3 3.4 28.2
– Unsecured
3.9 3.9 1.9 1.4 0.2 11.3 5.0 10.6 7.8 34.7
4.8 3.9 3.3 1.4 1.5 14.9 7.9 28.9 11.2 62.9

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 (incl. AT1)
– – – – – – – 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
– 0.9 – 0.9 – 1.8 2.1 6.7 2.1 12.7
                              – privately placed
0.9 – – 0.4 0.2 1.5 0.6 1.4 0.2 3.7
Covered bonds
1.0 – 0.8 – 1.4 3.2 1.8 6.1 4.1 15.2
Securitisation and structured issuance⁽²⁾
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
– – – – – – 0.1 0.5 0.5 1.1
Securitisation and structured issuance⁽³⁾
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
6.5 4.6 3.4 3.8 3.1 21.4 7.0 24.0 12.8 65.2
(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) This includes funding from mortgage-backed securitisation vehicles where Santander UK plc is the asset originator.
(3) This includes funding from asset-backed securitisation vehicles where entities other than Santander UK plc are the asset originator.
LOGO
Santander UK plc    ~~governance~~115
Annual Report 2017 on Form 20-F | Risk review    ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~


Currency composition of wholesale funds
This table shows our wholesale funding by major currency at 31 December 2017 and 2016.
     2017      2016
     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
     9      67      22      2      12      63      21      4
– privately placed
     –      –      –      100      –      –      –      100
Subordinated liabilities and equity (incl. AT1)
     68      32      –      –      61      39      –      –
     28      54      14      4      31      53      13      3
Other Santander UK plc

Deposits by banks
     27      73      –      –      33      67      –      –
Certificates of deposit and commercial paper
     89      10      –      1
Senior unsecured – public benchmark
     9      49      42      –      12      49      39      –
– privately placed
     7      19      70      4      3      1      93      3
Covered bonds
     47      –      52      1      41      –      58      1
Securitisation and structured issuance
     80      20      –      –      59      29      12      –
Term Funding Scheme
     100      –      –      –      100      –      –      –
Subordinated liabilities
     52      48      –      –      55      45      –      –
     49      19      32      –      39      21      39      1
Other group entities

Deposits by banks
     –      100      –      –      7      93      –      –
Certificates of deposit and commercial paper
     34      65      1      –      31      68      1      –
Senior unsecured – privately placed
     –      –      –      –      22      59      19      –
Securitisation and structured issuance
     91      –      9      –      87      5      8      –
     47      50      3      –      41      55      4      –
Total
     45      28      25      2      39      30      30      1
Term issuance
In 2017, our external term issuance (sterling equivalent) was:
     Sterling
£bn     US Dollar
£bn     Euro
£bn     Other
£bn     Total 2017
£bn     Total 2016
£bn
Downstreamed from Santander UK Group Holdings plc to Santander UK plc

Senior unsecured – public benchmark
     – 1.6 0.4 – 2.0 3.1
– privately placed
     – – – 0.1 0.1 0.1
Subordinated debt and equity (incl. AT1)
     0.5 – – – 0.5 –
     0.5 1.6 0.4 0.1 2.6 3.2
Other Santander UK plc

Securitisations
     0.5 – – – 0.5 0.6
Covered bonds
     2.3 – – – 2.3 0.6
Senior unsecured – public benchmark
     – 1.1 – – 1.1 –
– privately placed
     0.1 – – – 0.1 –
Term Funding Scheme
     4.0 – – – 4.0 4.5
     6.9 1.1 – – 8.0 5.7
Other group entities

Securitisations
     0.9 0.3 – – 1.2 0.8
Covered bonds
     – – – – – 0.8
Senior unsecured – public benchmark
     – – – – – 1.4
– privately placed
     – – – – – 1.0
     0.9 0.3 – – 1.2 4.0
Total gross issuances
     8.3 3.0 0.4 0.1 11.8 12.9
116     Santander UK plc
> Liquidity risk
Encumbrance(unaudited)
AnWe have encumbered an asset ~~is encumbered~~ if we have pledged it ~~has been pledged~~ as collateral against an existing liability. This means it is no longer available to secure funding, meet our 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:~~includes asset securitisation or related structured funding, pledging collateral to support using payment or settlement systems and entering into derivatives, securities repurchase agreements and securities borrowing arrangements.
– ~~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.~~
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~~transactions as part of our ~~trading strategies~~operational liquidity management
– 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~~through 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:~~we factor in our future funding plans, whether we can use our assets for our future collateral needs, the impact of a possible stress and our current level of encumbrance.
– ~~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 with counterparties
other than central banks
Other assets (assets encumbered at the
central bank and unencumbered assets)
with counterparties other than central banks and unencumbered assets) 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
of covered of securitis- at the central bank available for capable of encumbered
bonds ations (i.e. pre-positioned encumbrance being
plus encumbered) encumbered
£m £m £m £m    £m £m £m £m £m £m
2016

Cash and balances at central – – 600 600 370 16,137 – – 16,507 17,107
banks⁽¹⁾⁽²⁾
2017

As a
result of
covered
bonds
£m As a
result of
securitis-
ations
£m Other
£m Total
£m
positioned
at the central
bank (i.e. pre-
positioned
plus
encumbered)
£m

Readily
available for
encumbrance
£m

Other assets
capable
of being
encumbered
£m
Cannot be
encumbered
£m
Total
£m
Total
assets
£m
Cash and balances at central banks⁽¹⁾⁽²⁾
– – 1,010 1,010 395 31,366 – – 31,761 32,771
Trading assets – – 13,582 13,582 – 2,807 13,646 – 16,453 30,035 – – 17,092 17,092 – 903 12,560 – 13,463 30,555
Derivative financial instruments – – – – – – – 25,471 25,471 25,471 – – – – – – – 19,942 19,942 19,942
Financial assets designated at – – – – – 1,463 677 – 2,140 2,140
fair value
Financial assets designated at fair value
– – – – – 1,405 691 – 2,096 2,096
Loans and advances to banks – – 115 115 – 1,030 3,203 – 4,233 4,348 – – 105 105 – 935 4,887 – 5,822 5,927
Loans and advances to customers 20,234 19,996 25 40,255 23,801 96,741 18,137 20,804 159,483 199,738 18,891 16,530 31 35,452 57,644 64,412 20,459 21,523 164,038 199,490
Loans and receivables securities – – – – – 257 – – 257 257
Available-for-sale securities – – 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 – – – – – – – 1,098 1,098 1,098
Financial investments
– – 6,755 6,755 – 10,856 – – 10,856 17,611
Interests in other entities – – – – – – – 61 61 61 – – – – – – – 73 73 73
Intangible assets – – – – – – – 2,316 2,316 2,316 – – – – – – – 1,742 1,742 1,742
Property, plant and equipment – – – – – – 1,491 – 1,491 1,491 – – – – – – 1,598 – 1,598 1,598
Retirement benefit assets – – – – – – – 398 398 398 – – – – – – – 449 449 449
Other assets
– – – – – – – 1,473 1,473 1,473 – – – – – – – 2,511 2,511 2,511
Total assets
20,234 19,996 17,006 57,236 24,171 132,960 37,154 51,621 245,906 303,142 18,891 16,530 24,993 60,414 58,039 109,877 40,195 46,240 254,351 314,765

2016

Cash and balances at central banks⁽¹⁾⁽²⁾
– – 600 600 370 16,137 – – 16,507 17,107
Trading assets
– – 13,582 13,582 – 2,807 13,646 – 16,453 30,035
Derivative financial instruments
– – – – – – – 25,471 25,471 25,471
Financial assets designated at fair value
– – – – – 1,463 677 – 2,140 2,140
Loans and advances to banks
– – 115 115 – 1,030 3,203 – 4,233 4,348
Loans and advances to customers
20,234 19,996 25 40,255 23,801 96,741 18,137 20,804 159,483 199,738
Financial investments
– – 2,684 2,684 – 14,782 – – 14,782 17,466
Interests in other entities
– – – – – – – 61 61 61
Intangible assets⁽³⁾
– – – – – – – 1,685 1,685 1,685
Property, plant and equipment
– – – – – – 1,491 – 1,491 1,491
Retirement benefit assets
– – – – – – – 398 398 398
Other assets
– – – – – – – 2,571 2,571 2,571
Total assets
20,234 19,996 17,006 57,236 24,171 132,960 37,154 50,990 245,275 302,511

(1) Encumbered cash and balances at central banks include minimum cash balances we ~~are required~~have 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.
(3) Restated to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1 to the Consolidated Financial Statements.
LOGO
Santander UK plc 117


~~Santander UK plc~~    ~~103~~
~~Annual Report 2016~~
~~Risk review~~
Annual Report 2017 on Form 20-F | Risk review


   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)
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
of covered of securitis- at the central bank available for capable of encumbered
bonds ations (i.e. pre-positioned encumbrance being
plus encumbered) encumbered
   £m £m £m £m    £m £m £m £m £m £m
2015

Cash and balances at central – – – – 340 16,502 – – 16,842 16,842
banks⁽¹⁾⁽²⁾
Trading assets – – 14,305 14,305 – 2,298 7,358 – 9,656 23,961
Derivative financial instruments – – – – – – – 20,911 20,911 20,911
Financial assets designated at – – – – – 1,721 677 – 2,398 2,398
fair value
Loans and advances to banks – – 91 91 – 462 2,995 – 3,457 3,548
Loans and advances to customers 23,390 24,111 13 47,514 27,648 96,872 5,640 20,371 150,531 198,045
Loans and receivables securities – – – – – 52 – – 52 52
Available-for-sale securities – – 1,716 1,716 – 7,296 – – 7,296 9,012
Macro hedge of interest rate risk – – – – – – – 781 781 781
Interests in other entities – – – – – – – 48 48 48
Intangible assets – – – – – – – 2,231 2,231 2,231
Property, plant and equipment – – – – – – 1,597 – 1,597 1,597
Current tax assets – – – – – – – 49 49 49
Retirement benefit assets – – – – – – – 556 556 556
Other assets
– – – – – – – 1,375 1,375 1,375
Total assets
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 include 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.~~
Assets encumbered as a result of transactions with counterparties other than central banks mainly relate to funding we had secured against our loans and advances to ~~customers, and~~customers. It also includes cash collateral in trading assets that we posted to meet margin needs on derivatives.
~~Unencumbered~~Other assets classified as readily available 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,~~LRA, 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~~Other assets that are not classified as readily available for encumbrance are mainly derivatives and loans and advances to customers and banks.
Loans and advances to customers are only classified as readily available for encumbrance 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 available for encumbrance, 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 16 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 facilities
– Other asset-backed notes.
We also have a covered bond programme. Under this, we issue securities to investors secured by a pool of residential mortgages.
For more on how ~~our~~we have issued notes ~~issued~~ from our secured programmes ~~(securitisations and covered bonds) have been issued~~ externally and also retained them, and what we have used them for, see Notes 16 and 3933 to the Consolidated Financial Statements.
~~2016 compared to 2015~~
Our level of encumbrance from external and internal issuance of securitisations and covered bonds decreased in 2016 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 2017.
CREDIT RATINGS(unaudited)
~~104~~    Contractual credit rating downgrade exposure (cumulative cash flow)
This table shows the cumulative cash outflows of Santander UK plc due to a credit rating downgrade.
     2017      2016
     One-notch
downgrade
£bn      Two-notch
downgrade
£bn      One-notch
downgrade
£bn      Two-notch
downgrade
£bn
Securitisation derivatives
     2.3      2.3      3.3      3.4
Contingent liabilities and derivatives margining
     1.6      1.8      1.3      1.6
Total contractual funding or margin requirements
     3.9      4.1      4.6      5.0
118     Santander UK plc
> Capital risk
Capital risk
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension 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~~
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~~Risk review~~
         ~~Capital risk~~

Overview(unaudited)
Key metrics(unaudited)

Capital risk is the risk that we do not have an adequate amount or quality of capital to meet our internal business ~~objectives,~~needs, regulatory requirements and market expectations, including dividend and ~~dividend payments, including~~ AT1 ~~coupons.~~distributions.

In this section, we set out how we are regulated by the PRA (as a UK ~~authorised~~ banking group) and the European Central Bank (ECB) as a member of the Banco ~~Santander.~~Santander group. We also ~~provide~~give details of the Bank of England’s ~~2016~~2017 stress testing exercise and an update on emerging rules.

We explain how we manage capital on a standalone basis as ~~an autonomous~~a subsidiary ~~within~~in the Banco ~~Santander.~~Santander group.

We then analyse our capital resources and key capital ratios.

~~Key metrics(unaudited)~~

CET1 capital ratio of ~~11.6% (2015:~~12.2% (2016: 11.6%)
CET1 capital ratio remained at 11.6% in 2016, comfortably above the regulatory minimum. Steady capital generation and RWA management offset by long-term rates volatility impact on the defined benefit pension scheme accounting position. RWAs were up 2% to £87.6bn, with asset growth and the impact of market volatility, which increased credit and counterparty risk, partially offset by RWA management, including securitisation transactions.

Total capital resources increased to ~~£16.2bn (2015: £15.6bn)~~
~~Capital resources increased with higher profits and steady capital generation, partially offset by long-term rates volatility on the accounting position of the defined benefit pension scheme.~~
~~106~~    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~
£17.1bn (2016: £16.2 bn)
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:~~the:
– PRA: as a UK ~~authorised~~ banking group
– ECB: as a member of the Banco ~~Santander.~~Santander group. The ECB supervises Banco Santander as part of the Single Supervisory Mechanism (SSM).
Although we are part of the Banco Santander group, we do not have ~~any guarantees~~a guarantee 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 is the holding company of Santander UK plc and 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.
~~2016 compared to 2015~~~~(unaudited)~~
In December 2016 the Bank of England laid 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 currently estimate a transitional MREL recapitalisation requirement of £7bn, in terms of January 2017 Pillar 2A requirements.
We plan to meet 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~~The Board is responsible for capital management ~~is centralised.~~strategy and policy and ensuring that our capital resources are monitored and controlled within regulatory and internal limits. We ~~base it~~manage our funding and maintain capital adequacy on ~~the economic capital requirements of our business and what the regulators ask of us.~~a standalone basis. We operate within the capital risk framework and appetite approved by our Board. This takes into 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.
Management of capital requirements
Our capital risk appetite aims to maintain capital levels appropriate to the level of stress applied, and the expected regulatory response.
– In an adverse economic stress, which we might expect to occur once in 20 years, the firm should maintain an economic capital surplus, and should exceed all regulatory capital minimum criteria at all times
– In a very severe economic stress, which we might expect to occur once in 100 years, and which has been designed to test any specific weaknesses of a firm’s business model, the firm should maintain an economic capital surplus, and should meet all regulatory minimums at all times. This is subject to the use of regulatory buffers designed for such a stress.
LOGO
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Management of capital resources
We use a mix of regulatory and economic capital ratios and limits, internal buffers and restrictions to manage our capital resources. We also take account of the costs of differing capital instruments and capital management techniques. We also use these to shape the best structure for our capital needs.
We decide how to allocate our capital resources as part of our strategic ~~planning.~~planning process. 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~~this 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~~
We plan for severe stresses and ~~risk management strategy, changes to the commercial environment, changes in key economic indicators or when additional capital requests are received.~~we set out what action we would take if an extremely severe stress threatened our viability and solvency. This ~~combination of regulatory~~could include not paying dividends, selling assets, reducing our business 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.
issuing more capital.
~~Santander UK plc~~    ~~107~~
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~~Risk review~~
Risk measurement
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.
Key metrics(unaudited)
The main metrics we use to measure capital risk are:

  Key risk metrics

Description

CET1 capital ratio

~~Common Equity Tier 1~~CET1 capital as a percentage of ~~risk-weighted assets.~~
RWAs.

Total capital ratio

CRD IVend-point Tier 1 capital divided by ~~risk-weighted assets.~~RWAs.

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~~also develop a series of macroeconomic scenarios to stress test our capital ~~requirements~~needs, and confirm that we have ~~adequate~~enough regulatory capital ~~resources~~ to meet our projected and stressed ~~regulatory~~ capital ~~requirement~~needs and to meet our obligations as they fall due. ~~Internally assigned buffers~~We augment ~~the various~~our regulatory minimum capital ~~criteria.~~with internally assigned buffers. We hold buffers to ensure ~~there is sufficient~~we have enough time ~~for management actions~~ to ~~be implemented~~take action 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 strength 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 have designed our capital risk framework, policies and procedures to ensure that we operate within our risk appetite.
We manage capital transferability between our subsidiaries in line with our 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 Company and its subsidiaries.
Santander UK plc, Abbey National Treasury Services plc, and Cater Allen Limited, which are the threePRA-regulated entities in the Santander UK group, are party to a capital support deed dated 23 December 2015 (the Capital Support Deed) with certain othernon-regulated subsidiaries of Santander UK plc and Santander UK Group Holdings plc. The parties to the Capital Support Deed form 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 support the prompt transfer of available capital resources from, or repayment of liabilities by, thenon-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.
    ~~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~~
Risk monitoring and reporting
We monitor and report regularly against our capital plan. We do this 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.
~~Risk monitoring and reporting~~
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.
~~108~~    ~~Santander UK plc~~
120     Santander UK plc
   ~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ > Capital risk ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~


CAPITAL RISK REVIEW
~~Capital resources~~2017 compared to 2016(unaudited)
~~Key capital ratios~~
~~The tables 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%~~improved 60bps to 12.2% at 31 December ~~2016 (2015:~~2017 (2016: 11.6%), ~~with~~reflecting higher CET1 capital from steady ~~capital generation~~profits and ~~RWA management offset by long-term rates volatility impact on the defined benefit pension scheme accounting position.~~
lower RWAs. Our total capital ratio increased to ~~18.5%~~19.7% at 31 December ~~2016 (2015: 18.2%~~2017 (2016: 18.5%), ~~due~~with higher CET1 and AT1 capital.
Bank of England stress testing
The latest PRA stress test results were released on 28 November 2017. We significantly exceeded the PRA’s stress test CET1 capital ratio threshold requirement of 7.6%, with a stressed CET1 capital ratio of 9.6%, before management actions and 9.7% after allowed management actions. We also exceeded the leverage threshold requirement of 3.25%, with a stressed leverage ratio of 3.3%. Once again, we had the lowest stressed CET1 drawdown of all the participating UK banks, demonstrating the resilience of our balance sheet and predictablemedium-low risk profile.
The Bank of England’s CET1 hurdle rate comprises the CRR Pillar 1 minimum of 4.5% and the Pillar 2A CET1 minimum of 3.1%. The minimum came into effect on 1 January 2018 and represents an increase of 0.3 percentage points over the previous Pillar 2A CET1 minimum of 2.8%, which was applicable until 31 December 2017.
Our plans for 2018 include a number of refinements to our regulatory capital models in response to supervisory recommendations and consultations. The FPC announced an increase in the ~~issuance~~countercyclical buffer from 0% to 1%. IFRS 9 was implemented from 1 January 2018, changing the way in which we raise loan loss provisions, and has the potential to make regulatory stress testing results far morepro-cyclical than the current approach. We are engaging with the PRA regarding disclosures and the need to recalibrate capital requirements as a result of ~~Tier 2 instruments.~~this change in approach. The estimated impact of IFRS 9 on the CET1 capital ratio is 8bps before the application of any regulatory transitional arrangements which the Santander UK group will adopt and which is expected to reduce the amount impacting the CET1 capital ratio in 2018. As a result, the adoption of IFRS 9 is not expected to have a material impact on the Santander UK group’s capital position.
Key capital ratios(unaudited)

2017
%
     2016
%
CET1 capital ratio
     12.2      11.6
AT1
     2.4      1.8
Grandfathered Tier 1
     0.8      0.8
Tier 2
     4.3      4.3
Total capital ratio
                 19.7      18.5

The total subordination available to Santander UK plc bondholders was 19.7% (2016: 18.5%) of RWAs.

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 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.
��


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
~~CET1 regulatory adjustments~~
~~These are adjustments to CET1 capital required by CRD IV.~~
     2017
£m      2016
£m
CET1 capital
     10,620      10,201
AT1 capital
     2,762      2,271
Tier 1 capital
     13,382      12,472
Tier 2 capital
     3,741      3,772
Total regulatory capital
     17,123      16,244
AT1 capital
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), the £800m Perpetual Capital Securities and the ~~£800m~~£500m Perpetual Capital Securities we issued since then fully meet the CRD IV AT1 capital rules.
Tier 2 capital
These are fully CRD IV eligible Tier 2 instruments and grandfathered Tier 2 instruments whose recognition as capital is being phased out under CRD IV.

LOGO

~~Santander UK plc~~    ~~109~~
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Santander UK plc 121


Annual Report 2017 on Form 20-F | Risk review


Pension risk(unaudited)

Overview
Key metrics

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.~~
~~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~~is managed 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 discount and inflation rate methodology assumptions.
~~110~~    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
mitigated.

~~Other key risks~~
Funding Deficit at Risk reduced to £1,540m (2016: £1,690m)
Both interest rate and inflation hedge ratios on the Funding basis remained stable at 57% (2016: 56%) and 64% (2016: 62%) respectively.

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. 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~~enough to meet liabilities as they fall due. Where 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. We might also need to hold more capital to reflect this risk.
Sources of risk
The key pension risk factors the Scheme is exposed to ~~are the following:~~are:

– ~~Investment risk~~
–Key risks Description
Interest rate risk The risk that movements in (long-term) interest rates cause changes in the value of the Scheme’s liabilities that are not matched by changes in the value of the Scheme’s assets.
Inflation risk The Scheme’s liabilities are impacted by inflation as annual pension increases are linked to RPI and CPI. The risk is that movements in inflation causes changes in the value of the Scheme’s liabilities that are not matched by changes in the value of the Scheme’s assets.
Longevity risk Due to the long-term nature of the obligation, the value of the Scheme’s liabilities are also impacted by changes to the life expectancy of Scheme members over time. The Scheme’s liabilities are mainly in respect of current and past employees and are expected to stretch beyond 2080.
Investment risk
The risk that the return on Scheme’s assets (relative to Scheme’s liabilities) is less than anticipated.
– ~~Longevity 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 the assumptions we have used in our ~~valuation methodologies.~~valuations. These include ~~the~~our accounting assumptions ~~used in our~~on discount, inflation rates and ~~mortality rates.~~life expectancy.
For more ~~details~~ on the size of our defined benefit pension schemes ~~as well as~~and the nature of these risks, see Note 3428 to the Consolidated Financial ~~Statements, which~~Statements. This includes a sensitivity analysis ~~showing the~~of our key actuarial ~~assumptions that our defined benefit pension scheme accounting position is exposed to.~~assumptions.
~~In addition to our defined benefit schemes we~~We also have a defined contribution ~~plan~~schemes for ~~certain~~some employees. ~~This carries~~Benefits at retirement primarily depend on the contributions made (by both the employees and us) and how well the investments (chosen by employees) perform. These schemes carry far less market risk exposure for us, ~~as it places the responsibility for choosing investments directly with employees. However,~~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~~employees to ensure they are given enough information about ~~the options available to them.~~their investment choices.
PENSION RISK MANAGEMENT
Scheme governance
The Scheme operates under a trust deed. The corporate trustee, Santander (UK) Group Pension ~~Trustee~~Trustees Limited (the Trustee), is a wholly owned subsidiary of the Santander UK group. It delegates investment decisions to the board of Santander ~~(CF)~~(CF Trustee) Limited (CF Trustee). The CF Trustee ~~Limited (referred to as~~meets each month and is 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 primarymain forum for ~~both~~ the CF Trustee ~~and us~~ to ~~propose, discuss,~~ analyse and agree investment management strategies with input from the company as and ~~risk management strategies.~~when required.
~~In addition to~~As well as 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~~strategy. The Pension Risk forum, a Risk division management forum, monitors our pension risk within our approved risk framework, risk appetite and policies. Although we work with the ~~Common Fund~~ Trustee ~~Board meetings. Whilst working together for~~to ensure the ~~benefit of our past and current employees,~~Scheme is adequately funded, our responsibilities are clearly segregated from those of the Trustee.
122     Santander UK plc
> Pension risk
Risk appetite
Our appetite for pension risk is reviewed by the Pensions Committee at least once a ~~year before being~~year. It is then 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~~measure pension risk ~~metrics~~ on both a technical provisions (funding) basis and an accounting basis (measured ~~according to~~under 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.
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Risk measurement
Our key risk metrics include:

  Key risk metrics

Description

Funding Deficit at Risk

We use a VaR and stress testing framework to model the Scheme’s assets and liabilities ~~of the Scheme~~ to show the potential deterioration in the current funding position. This ensures 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 Scheme’s assets ~~for the Scheme~~each year to reach apre-defined ~~surplus~~ funding 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.~~
Pensions CET1 ~~Deduction~~ Volatility

This measures the potential for capital volatility due to the ~~deduction to~~pension risk related capital ~~relating to pensions.~~deduction.

Our stress testing ~~examines~~looks at how the ~~behaviour of the Scheme~~Scheme’s assets and liabilities ~~in response~~respond 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~~each month and historic stress testing ~~on a quarterly basis.~~each quarter. We also perform stress tests ~~to satisfy the requests of~~for 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 Description
    ~~Key tools~~Investment strategies

~~Description~~
~~Investment strategies~~ The Trustee ~~of the Santander (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~~along with new contributions from members and the employers, the cost of current and future benefits which the ~~pension scheme~~Scheme provides, as set out in the trust deed and ~~rules~~
— rules;
– To limit the risk ofthat the assets ~~failing~~fail to meet the liabilities, over the long term, ~~and on a shorter-term basis~~ as required by ~~prevailing legislation~~
— legislation;
– To invest in a ~~manner appropriate~~way that is suitable to the nature and duration of the expected future ~~retirement~~ benefit ~~payments~~
— payments;
– To minimise the long-term costs of the ~~pension scheme~~Scheme to us 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~~The investment strategy ~~across the Scheme remains~~is kept under ~~regular~~ review.
The Trustee invests the ~~Scheme~~Scheme’s 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~~has a hedging strategy to ~~mitigate~~reduce inflation and interest rate risks. ~~Any hedging~~Hedging decisions are made, ~~after agreement in principle, with~~following discussions between the Trustee and us, and executed by the ~~Common Fund Trustee Board after consultation with us.~~CF Trustee. This includes investing in suitable fixed income and inflation-linked assets, and entering into inflation and interest rate swaps.
The Trustee may also adopt other hedging to mitigate specific risks such as equity hedging strategies which are used to reduce market risks from investing in public market equities. The case study on the next page describes the equity hedging implemented during 2017.
Other mitigants

We continue to 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~~
—
– From 1 March 2015, a ~~new~~ cap on pensionable pay increases of 1% each year was applied to ~~colleagues~~staff in the ~~Scheme.~~Scheme;
– In 2010 the cap on future pension increases for benefits accrued after 5 April 2010 was lowered;
– In 2008, the Santander (UK) Common Investment Fund was created to pool investments and the CF Trustee was set up to make investment and hedging decisions on behalf of the Trustee. This improved the investment decision making process;
– In 2002, the Scheme was closed to new staff.

Risk monitoring and reporting
We monitor pension risk ~~on a monthly basis~~each month 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 iswe then ~~discussed~~discuss with the Trustee and where relevant the CF Trustee.

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~~112~~    ~~Santander UK plc~~
Annual Report 2017 on Form 20-F | Risk review    ~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~


PENSION RISK REVIEW
~~2016~~2017 compared to ~~2015~~2016
Our pension risk profile has grown over the last few years, mainly driven by the fall of long-term gilt yields. During 2017 however risk levels reduced due to mitigating strategies employed during the year. Following completion of the 2016 triennial valuation in March 2017, the CF Trustee began an extensive investment and hedging strategy review. As a result, the CF Trustee has implemented a number of actions, which have already reduced the risk profile of the Scheme. We are also improving risk management and control, along with associated governance. In addition, during the year we changed the actuarial experts we use to help us assess pension obligations.
Risk monitoring and measurement
In 2016, the Deficit at Risk increased to £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 hedging levels in the Scheme following the risk management action undertaken in 2016.
During 2016 Santander UK plc asked the Trustee to increase interest rate 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 inflation hedging ratio of the Scheme on a funding basis was 62% (2015: 65%) and on an accounting basis was 94% (2015: 99%).
We continue to focus on achieving the right balance between risk and reward. In ~~2016, portfolio management yielded~~2017, overall asset returns were positive ~~performance~~ mainly from ~~index-linked gilts, interest rate derivatives, real estate and~~ equities. Our long-term objective is to reduce the risk of the Scheme and eliminate the deficit on the funding basis. The Funding Deficit at Risk decreased to £1,540m (2016: £1,690m). In 2017, the Scheme put in place more equity hedging as part of a review of the CF Trustee’s investment strategy. This reduced the Funding Deficit at Risk by £300m. During 2017, interest rate and inflation hedging remained stable. The interest rate hedging ratio was 57% at 31 December 2017 (2016: 56%) on the funding basis, and the inflation hedging ratio was 64% (2016: 62%).
In August 2017, the Pensions Committee considered the impact of potential inflation shocks on the accounting position, both current and forecasted to the end of the recovery plan. The four scenarios varied the levels of RPI inflation, long-term inflation expectations, and expected RPI inflation volatility. The analysis showed small improvements in the current and forecasted accounting positions in three of the four scenarios. In the fourth scenario, high inflation with low volatility, there was a small potential worsening of the current accounting position, which was considered manageable. Under this scenario, the forecast still resulted in a significant accounting surplus by the end of the recovery plan. On an accounting basis, the Scheme is almost fully hedged against movements in inflation.
Triennial funding valuation ~~basis.~~
The 2016 triennial ~~funding~~ valuation ~~commenced as~~was completed in March 2017. Santander UK plc has agreed to continue to fund the Scheme at ~~31 March 2016. Negotiations are still ongoing~~the current rate with the ~~Trustee,~~recovery plan extended for a further three years. In addition, Santander UK plc has also agreed to make further contributions if the ~~outcome of which may impact our definition of long-term goals, the risk profile and our future contributions.~~investment performance is lower than expected.
Accounting position
During ~~2016,~~2017, the accounting surplus of the Scheme and other funded arrangements ~~reduced,~~increased, with sections in surplus ~~(retirement benefit assets)~~ of ~~£398m~~£449m at 31 December ~~2016 (2015: £556m)~~2017 (2016: £398m) and sections in deficit ~~(retirement benefit obligations)~~ of ~~£223m at 31 December 2016 (2015: £73m)~~£245m (2016: £223m). The overall position was ~~a £175m~~£204m surplus (2016: £175m). There were also unfunded scheme liabilities of £41m at 31 December ~~2016 (2015: £483m surplus). In addition there were unfunded defined benefit scheme liabilities of £39m at 31 December 2016 (2015: £37m)~~2017 (2016: £39m). The ~~reduction~~improvement in the overall position was mainly driven by positive investment performance, which more than offset the increase in ~~2016 was~~Scheme’s liabilities due to ~~an increase in liabilities caused mainly by a fall in high grade corporate bond rates, which drive~~ the lower discount rate ~~without a similar fall in inflation. This was partially offset~~assumption driven by ~~strong asset performance~~lower long term interest rates and ~~changes in our discount rate and inflation rate assumptions methodologies referred to in the case study below.~~
credit spreads. For more on our pension ~~obligations,~~schemes, including the current asset allocation and ~~sensitivity to key risk factors,~~our accounting assumptions, see Note 3428 to the Consolidated Financial Statements.

Equity portfolio tactical risk management
The CF Trustee began a strategic review of the Common Investment Fund’s (CIF’s) asset allocation in 2017 to assess its ability to deliver the investment returns needed to meet the agreed 2016 Actuarial Valuation recovery plan.
The cost to the CIF is minimal because the derivatives basket is structured so that the revenue from selling positive equity returns broadly meets the cost of buying the downside protection.
The derivatives basket can be unwound at any time in its planned holding period and it will be kept under review by the CF Trustee so that it can react if market conditions change.
This plan is designed to close the funding gap between the Scheme’s assets and its pension liabilities through a mix of Company contributions and investment returns over the next 10 years.
Listed equity markets have delivered strong investment returns since March 2009 and reached record levels in 2017. Global equity prices now look increasingly expensive across a range of valuation measures. As a result, and whilst the asset allocation review is being completed, the CF Trustee decided to buy a tactical investment to protect part of its listed equity portfolio from falls in equity markets.
This tactical investment was put in place by buying a basket of derivatives whose performance is driven by underlying equity markets.
The combined portfolio of the listed equities and the derivatives basket effectively changes the payout profile that the CIF will earn from its total listed equities whilst the derivatives basket is held over the next 12 months.
The derivatives basket sells positive listed equity returns above the return required by the CIF should they occur and uses the revenue from that sale to buy protection to safeguard the value of the listed equities should equity markets fall below the levels when the derivatives basket was bought.
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~~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.

~~In 2016 we looked at a number of alternatives to better reflect our estimate of long-dated credit~~> Conduct and regulatory 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.
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~~Annual Report 2016~~
~~Risk review~~


Conduct and regulatory risk(unaudited)


Overview
~~Overview~~
In 2017, we merged the conduct and regulatory risk types into one framework. We did this to better reflect their similarities and to streamline our risk types.

Conduct risk is the risk that our decisions and behaviours lead to a detriment or poor ~~outcomes~~outcome for our ~~customers and~~customers. It also refers to the risk that we fail to hold and maintain high standards of market ~~behaviour and~~ integrity.

~~Our leadership team~~Regulatory risk is the risk of financial or reputational loss, imposition or conditions on regulatory permission, as a result of failing to comply with applicable codes, regulator’s rules, guidance and regulatory expectations.
We are committed to ensuring conduct strategy is embedded ~~within the~~in our business and that the fair treatment of our customers is at the heart of what we do.

In this section, we explain how we manage conduct and regulatory risk. We also describe our main conduct ~~remediation~~ provisions, with a focus on PPI, and give some insight into ~~how we are supporting~~ our ~~older~~support for vulnerable customers.

Key metrics

Our PPI provision at 31 December ~~2016~~2017 amounted to ~~£457m (2015: £465m)~~
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. 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.£356m (2016: £457m)

Other conduct provisions at 31 December 2017 amounted to ~~£36m (2015: £172m)~~
~~Other conduct provisions relate predominately to wealth and investment products.~~
£47m (2016: £36m)

~~114~~    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~
OUR KEY CONDUCT AND REGULATORY RISKS
~~Conduct risk is~~We believe that delivering a ~~key risk for us. We must comply~~Simple, Personal and Fair bank starts with ~~our conduct risk strategy~~meeting the needs and ~~our conduct risk appetite to ensure we meet our aim to be the best bank for~~expectations of our customers. ~~Conduct risk can result from any activity~~To achieve this we ~~might engage in~~are committed to making sure that ~~could impact customer outcomes.~~ our strategy, proposition and initiative approval process, and systems, operations and controls are well designed and delivered.
We see our key exposure to conduct and regulatory risk through the risk of ~~error in:~~errors in our product ~~design;~~design, sales ~~practices;~~practices, post-sale ~~servicing; our~~servicing, operational ~~processes;~~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~~the expectations of our regulators or deliver the expected outcomes.
Our ~~conduct risk statement includes four~~Conduct and Regulatory Framework is built on the following underlying types of risk:

  Key risks Description
  ~~Key risks~~Regulatory

The risk that we fail to adhere with relevant laws, regulations and codes which could have serious financial, reputational and customer impacts. This includes the risk that we may be adversely impacted by changes and related uncertainty about UK and international regulations.
We categorise regulatory risk into financial and~~Description~~non-financial risk. This is aligned to our main regulators who are the:
– PRA, which is responsible for the prudential regulation and supervision. Its main aim is to promote the safety and soundness of the firms it supervises; and
– FCA, which focuses on the regulation of conduct by financial services firms. Its aims 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 through the Single Supervisory Mechanism. We also fall within the scope of US regulation, including the Dodd-Frank Wall Street Reform and Consumer Protection Act. This places restrictions on our activities both in the UK and the US. We also have to adhere to the rules and guidance of other regulators and voluntary codes in the UK.
Product ~~risk~~

The risk that we offer products and services that do not result in the right outcomes for our customers.
Sales ~~risk~~
The risk that we sell products and services to our 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 our customers. This includes the ~~risk that we~~risks 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.~~take account of a customer’s vulnerability
– We do not have robust systems and controls to detect and prevent fraud.
Culture ~~risk~~

The risk that we do not maintain a culture ~~where~~that encourages the right behaviour and puts the customer is at the ~~centre~~heart of what we do.
  Competition The risk of financial harm, criminal liability, customer harm or reputational damage that we may incur because we fail to comply with relevant competition law or being involved in any competition law investigation or proceedings.
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.
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CONDUCT AND REGULATORY RISK MANAGEMENT
Risk appetite
We aim to comply with and exceed all regulatory requirements and we have no appetite to make decisions or operate in a way that ~~lead~~leads to ~~poor~~unfair outcomes for our customers ~~clients~~ or negatively impacts the market.
Our ~~conduct~~Board approves our risk appetite ~~is approved at Board level~~ and ~~cascaded~~we cascade it to ~~all~~our business units ~~via the conduct~~through our risk framework and ~~associated~~ policies.
Our Board agrees our conduct and regulatory risk appetites and limits each year, or more often if events mean that we need to. We also have lower level risk tolerance thresholds that are agreed at least annually by the Board Risk ~~measurement~~
~~To measure~~Committee. Our material conduct and regulatory risk ~~we have established metrics which~~exposures are ~~regularly reviewed by Executive~~subject to, and ~~Board Committees.~~
~~For example, each business unit (such as those within~~reported against, our ~~Retail Banking segment responsible for retail mortgages, banking, credit cards, loans, insurance, savings~~conduct and ~~wealth products;~~regulatory risk appetite statements, as well as ~~those within our Commercial Banking, Global Corporate Banking~~lower level triggers and ~~Corporate Centre business segments) has a tailored set of key risk indicators (KRIs) according~~thresholds for management action.
Risk measurement
Due to the close links between our conduct, regulatory and operational risk frameworks, our tools to identify, assess, manage and report these risks also apply where such exposures and ~~policy principles applicable~~risks have a conduct and/or regulatory risk impact.
We consider conduct and regulatory risk as part of the governance around all our business decisions. We have specific forums and committees to ~~that~~make decisions on conduct and regulatory risk matters. They do this after due consideration by the business, ~~unit. These are monitored through business level dashboards, which cover~~our Business Support Units and Risk Control Units, as well as 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~~Board Responsible 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.~~
Committee.
~~Santander UK plc~~    ~~115~~Risk mitigation
~~Annual Report 2016~~
~~Risk review~~
~~Risk mitigation~~
~~The~~Our conduct and regulatory risk framework and ~~associated~~ policies ~~inform all staff of~~set out the ~~guiding~~ principles, ~~minimum~~ standards, roles and responsibilities and governance for conduct and regulatory risk, such as:

Policies

Description

~~Product approval~~
Product approval Our product approval process ~~has been established~~aims to minimise our exposure to conduct, legal, regulatory or reputational risks in the design, marketing, sales and service of new products and services. ~~All~~We assess all our 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~~
Suitable advice We give guidance to advisers and staff on the key principles, minimum requirements and ethical behaviours they must follow when they give advice or conduct anon-advised sale. This ensures our customers are sufficiently informed when they make a buying decision. The main products ~~covered~~we cover are mortgages, investments, savings and protection.

Training and competence
In line with ~~regulatory~~the expectations ~~all~~of our regulators, we train our staff ~~are trained~~ and ~~required~~require them to maintain an appropriate ~~standard~~level of competence (in line with their role and responsibilities) to ensure customers achieve fair outcomes.
We invest in all our people to ensure that we achieve our mandatory risk objectives and that everyone acknowledges their personal responsibility for risk management through our I AM Risk approach.

Treating vulnerable
customers fairly

~~Our purpose is to help people and businesses prosper and we always aim to treat customers fairly. Certain~~Some 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 can mean and the types of customers that may need ~~additional~~more support. ~~The~~Our guidelines also help prevent those customers from entering financial difficulty or any other financial loss. We work with key charities and ~~specialist third parties~~other specialists 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~~We support our conduct and regulatory risk framework and ~~associated~~ policies ~~are supported by a number of~~with 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~~align our overall corporate strategy, financial plans, risk appetite and operational capabilities ~~via the~~through our annual ~~strategy setting process. Business~~process to set our strategy. We derive our business unit plans ~~are derived~~ from ~~the~~our overall corporate strategy and they contain ~~an assessment~~a view of conduct and regulatory risk ~~alongside~~along with our other key risk types.

Sales quality assurance
~~Sales are~~We subject our sales to internal quality assurance and, as appropriate, ~~independent~~external monitoring to ensure the quality of our sales and practices.

Operational risk and
control assessments

~~Operational risk and control assessments are carried out by~~Our business and business support units assess our operational risks and controls to ~~provide~~give us a consolidated risk ~~profile~~ view across all our business areas. ~~These are completed~~We complete the assessments through a ~~centralised risk management~~central tool to evaluate and manage our residual risk ~~exposures and manage them across all areas.~~
exposures.

Scenario testing and
horizon scanning

~~Conduct~~We consider conduct and regulatory risk ~~is considered within~~in our scenario ~~testing which examines~~testing. This reviews possible root causes and assumptions ~~determining both~~to determine the likelihood and ~~materiality~~size of the impact, ~~along with identification~~and actions to enhance our controls where required.

Conduct risk reporting
~~Dashboards provide~~We use dashboards to give us anend-to-end view of our conduct risks (from product, sales and post-sales and servicing) across ~~all business lines to allow management~~our business. This allows us to apply a lens to ~~the management of~~manage conduct risk and understand if it is in line with our risk ~~tolerance.~~
appetite.

Compliance monitoring
We carry out an annual assurance programme for conduct ~~risk including~~and regulatory risk. This includes mystery shopping, branch oversight and thematic reviews.

Risk monitoring and reporting
~~Risk~~Our risk and control forums ~~have been established~~support management to ~~support senior management~~manage risks and controls in ~~managing risk and control in the~~their business ~~units they are responsible for.~~
units. Reporting includes commentary on trends orand root ~~cause issues, where identified, to enable~~causes so that we can take effective ~~management~~ action. The data reported to senior management contains essential information ~~enabling~~that gives them a clear understanding of current and potential emerging conduct and regulatory risks and issues. ~~Such information is discussed at~~
We support this with conduct risk dashboards, which take into account a range of metrics across common areas such as mystery shopping, quality assurance and ~~control forums with upward escalation~~complaints. Our Legal and Regulatory function reports directly to ~~Executive, Executive Risk Control~~the Board to give a view on legal, conduct, regulatory, reputational and ~~Board Committees.~~financial crime risks, and to escalate issues or any breach of our risk appetite.

~~116~~    ~~Santander UK plc~~
126     Santander UK plc
   ~~Risk~~
~~governance~~ ~~Credit~~> Conduct and regulatory risk ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
~~Other key risks~~


CONDUCT AND REGULATORY RISK REVIEW
~~2016~~2017 compared to ~~2015~~2016
To make sure we fully consider customer impacts across our business, we maintained a strong focus on robust oversight and control over our proposition, and maintaining Compliance teams across all our key business lines. We also embedded conduct risk frameworks across all business divisions, and worked closely with Operational Risk, leveraging the risk toolkit to identify, assess, manage and report conduct and regulatory risk.
In ~~2016,~~2017, we continued to ~~enhance~~build on the ~~way~~progress we ~~report and monitor conduct risk. This included improvements to how we assess conduct risk~~made in ~~our business decisions, and carried out related initiatives to continue to improve the outcomes for our customers. These improvements included:~~2016. As part of this, we:
– ~~Appointing~~ Assessed the ~~CLRO with direct responsibility for control~~views and new policy areas in the FCA’s Business Plan and Mission Statement. We then built them into our business planning, controls and oversight ~~of legal, conduct, regulatory and financial crime risk~~activities
– ~~Continuing~~ Strengthened our work with Banco Santander to ~~enhance~~ensure that we have a consistent approach
– Improved our framework and guidance for how we support vulnerable customers, including ageing customers ~~as described in more detail below~~
– ~~Making further improvements~~ Enhanced our management information to ~~our employee reward schemes~~help us identify forward-looking risks earlier. We also analysed internal and external developments to ~~further align them to our strategy for Simple, Personal and Fair~~capture the lessons learnt
– ~~Enhancing legacy systems and policies and developing better management information across branch, telephony and digital channels~~ Carried out face to ~~improve our customer journeys.~~
~~We also built on improvements made to our~~face training in addition to mandatory modules to help colleagues on topical areas of 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~~ Developed a new conduct and ~~stakeholder approval arrangements~~compliance centre of excellence in our Legal and Regulatory division
– ~~Updating employee performance reviews to include conduct metrics such as, but not limited to, completion of mandatory training~~ Refined and ~~fulfilment of block leave requirements.~~improved our product approval process.
We continue to assess the potential customer, client and market impacts of structural reform as part of our ring-fencing programme.
PPI provisions
The remaining provision for PPI ~~provision~~redress and related costs amounted to ~~£457m at 31 December 2016. We made~~£356m, including an additional ~~£144m~~net provision of £40m in Q417 bringing the total charge infor the year ~~which included our best estimate~~to £109m. The Q417 provision relates to an increase in estimated future claims driven by the start of ~~Plevin related claim costs and a £30m charge~~the FCA advertising campaign for PPI, offset by an expected decline pertaining to a specific PPI 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~~monitor 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.~~experience.
~~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~~£47m (2016: £36m), and ~~relate predominantly~~included a provision of £35m, relating to ~~wealth and investment products.~~the sale of interest rate derivatives. This charge followed an ongoing review regarding regulatory classification of certain customers potentially eligible for redress.
For more on our ~~provision for~~ conduct remediation provision, including sensitivities, see Note 3327 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~~
Support for vulnerable customers
~~Life expectancy~~In recent years we have increased our focus on consumer vulnerability. We use guidance from the FCA, Money & Mental Health Policy Institute, Citizens Advice and other consumer bodies to collaborate at an industry level. We have built on work we started in 2015 increasing our awareness and ability to respond to the needs of vulnerable customers.
Recognising vulnerability through our contact with customers is ~~increasing. A child born~~key in being able to identify how we can give our customers the ~~UK today~~best support. To equip our customer facing colleagues and give them the confidence they need to deal with a range of sensitive issues, we have given them training in this area. To do this, we used real customer scenarios to highlight different vulnerable situations. We have also developed an online Vulnerable Customer Support Tool for our colleagues to give them more information and guidance. We are also piloting a Specialist Support Team for our colleagues when they need more support. This team set up a dedicated helpline for both customers and colleagues to support people affected by the Grenfell Tower Fire in June 2017.
We recognised that our customers who were impacted would need easy access to a dedicated source of information and guidance given their very unique and tragic circumstances. In 2018, we plan to expand our Specialist Support Team to support all our customer facing colleagues. We have also tested a Friends and Family alert service, where a customer can ~~expect~~ask us to ~~live well into~~notify a named and trusted friend or family member when certain transactions occur on their ~~80s~~account. This has given peace of mind and a sense of added security for customers who may feel vulnerable or want to keep control of their banking with a little support.
Protecting vulnerable customers is a bank wide responsibility and we now have an overarching policy which sets out our principles of good conduct in this area.
Through this approach, we now consider vulnerability in every new initiative. We have seen the impact of this in areas such as the roll out of our voice guided, contactless-enabled ATMs and the ~~number~~development of our mobile banking app. We also work closely with the Digital Accessibility Centre, and adapting our technology to the needs of customers with physical disabilities is a key part of our design and testing stages. As an example, the use of fingerprints and Face ID (IOS only), to access our mobile banking app removes the need to remember passwords. The use of voice activation to navigate online services also improves access for 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.~~visual impairments.

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,~~providing services, products and ~~services~~support to ~~suit people~~all of ~~all ages.~~our customers who are vulnerable. We look to build on these initiatives and develop even more ways to help them in 2018.

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~~In 2016 we carried out a number of initiatives:~~
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–   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~~
Santander 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.~~
plc 127


~~Santander UK plc~~    ~~117~~
~~Annual Report 2016~~
~~Risk review~~
Annual Report 2017 on Form 20-F | Risk review


Other key risks ~~and areas of focus~~
(unaudited)

Overview

~~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:

–Operational risk:the risk of direct, or indirect, loss due to inadequate or failed internal processes, people and systems, or external events.
– Financial crime risk:the risk that we are used to further financial crime, including money laundering, sanctions evasion, terrorist financing, bribery and corruption.
– Legal risk:the risk of loss due to legal deficiencies in contracts; failure to take appropriate measures to protect assets; failure to manage legal disputes appropriately; failure to assess or implement the requirements of a change of law; or failure to comply with law or regulation or to discharge duties or responsibilities created by law or regulation.
– Model risk:the risk of loss from decisions mainly based on results of models due to errors in their design, application or use.
– Strategic risk: the risk of ~~significant~~ loss or damage ~~arising from~~due to strategic decisions that impact the long-term interests of our key stakeholders, or from an inability to adapt to external ~~developments~~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.~~
party.

~~118~~    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension 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~~(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. ~~Operational risk~~These events can include product misselling, fraud, process failures, system downtime and damage to assets.
Our top three key operational risks are:

  Key risks

Description

Cyber risk
The use of technology and the internet have changed the way we live and work. ~~It has~~They have 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 deal with us. Failure to protect the ~~information~~data assets of the bank and its customers against theft, damage or destruction from ~~cyber attacks~~cyber-attacks could result in both damage to our reputation and direct financial losses. This applies not only to our own systems but also to those of our third party providers and counterparties in the market.

Outsourced and third
  party supplier
  management

We ~~have arrangements with other~~rely extensively on third parties, both within the Banco Santander ~~companies (including the provision~~group and outside of it, for a range of services and goods. These include outsourced services, such as IT infrastructure, software development and banking ~~operations)~~operations. Third party risk is a key operational risk for us due to the number, complexity and ~~external outsourced service providers.~~criticality of the services being provided. Many third parties are also shared across the sector and this could increase risk due to complexity and capacity issues at the suppliers. The failure of a supplier may cause operational disruption, breach of ~~regulation,~~data security or regulations, negative customer impact, financial loss or 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 are also ~~face~~implementing 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.

128     Santander UK plc
> Other key risks
OPERATIONAL RISK MANAGEMENT
Risk appetite
~~Our~~We set our operational risk appetite ~~is set~~ at a Santander UK level and ~~at a local business unit level. It is expressed~~we express it through ~~both quantitative and qualitative~~ measures approved by the Board. These include ~~Santander UK’s operational~~ risk ~~loss appetite~~statements and ~~key indicators. They consider each of~~metrics set against the seven CRD IV loss event ~~types: internal fraud, external fraud, employment practices~~types. We cascade our appetite across our business areas by setting out lower level triggers and ~~workplace safety, clients, products,~~thresholds and ~~business practices, damage to physical assets, business disruption~~processes by which risks and ~~systems failures,~~events must be managed and ~~execution, delivery,~~escalated, and ~~process management.~~by which they may be formally accepted.
Risk measurement and mitigation
The key components of the operational risk toolset we use to measure and mitigate risk are:

Operational risk toolset
Description

Operational risk ~~toolset~~and
control assessments
~~Description~~
~~Operational risk and control assessments~~
Our business units identify and assess their operational risks to ensure they ~~are effectively managed~~manage and ~~controlled~~control them within our operational risk appetite. They also ensure that we prioritise any actions needed. Every area ~~identifies~~has to identify their risks, ~~and assesses~~assess their controls for adequacy and ~~formulates~~formulate a plan to address any deficiencies.
Risk scenario analysis

~~This is carried out~~
We perform this across all of our business ~~units and~~units. It involves a top down assessment of our most significant operational risks. Each business unit has a set of scenarios that it reviews and ~~refreshes~~updates each year. The analysis gives us insight into rare but high impact events. It also allows us to better understand the potential impacts and to ~~remediate~~address any issues.
Key indicators

~~Together with~~
Key indicators and their ~~related~~ tolerance levels ~~key indicators provide management with~~give us an objective view of the degree of risk or the strength of a ~~particular~~ control at any point in ~~time, or provide~~time. They also show a trend over a period of ~~time. They also~~time and 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 key control indicators which show how strong and effective the ~~strength and effectiveness of controls.~~controls are.

~~In addition to Santander UK level metrics, we also define our operational~~ Operational risk ~~appetite at the business unit level through the use of business unit level key indicators and tolerance levels.~~
~~120~~    losses~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~

~~Other key risks~~
    ~~Operational risk toolset~~
~~Description~~
~~Operational risk losses~~
Our operational risk loss appetite ~~determines~~sets 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~~
Operational risk event
management

Operational ~~incidents~~risk events occur when our controls ~~have~~do not ~~operated~~operate as ~~intended leading~~we planned and this leads to customer impact, financial loss, regulatory impacts and/or damage to our reputation. We have processes to capture and analyse loss events. We use data from these processes to identify and correct any control weaknesses. We also use root cause analysis to identify emerging themes, to prevent or reduce the impacts of recurrence and to support risk and control assessments, scenario analysis and risk reporting.
Risk based insurance

Where appropriate, we use insurance ~~products along with existing~~to complement other risk mitigation measures.
~~For~~We also mitigate our key operational risks ~~we also mitigate risk~~ in the following ways:

Key risks

Risk mitigation
Cyber risk

We operate a layered defence approach to cyber risk, ~~focused on identifying, detecting, preventing, responding~~which aims to prevent, detect, respond to and ~~recovering~~recover from ~~cyber attack.~~cyber-attack. We continually review ~~the effectiveness of~~how effective our controls are against globally recognised security ~~standards including~~standards. This includes the use of maturity assessments and both internal and external threat analysis. Our comprehensive approach to ~~validation of~~validating our controls includes tests designed to replicate real-world ~~cyber attacks,~~cyber-attacks. We reflect the test findings ~~of which are incorporated into~~in our ongoing ~~plan of improvements.~~improvement plans.

~~For more details~~We use robust technology to protect our customers and we continually invest in the fight to counter scams. As part of this, we run an ongoing customer education campaign, and we offer tips and advice on our online security centre. We are successful in preventing the ~~developments on this, see ‘Cyber security’ on the next page.~~
vast majority of fraud and protecting our customers’ money.

Protecting our customers, systems and information is a top priority and in 2017, we undertook a large programme of staff training, customer education and technology improvements. This also included enhanced technical measures to ensure our technology continues to be resilient to online cyber-disruption. Our Cyber Resilience programme continued to evolve and adapt to cyber threats. We also launched a successful ‘Phish and Chips’ campaign designed to raise awareness and give customers the knowledge they need to prevent themselves becoming a victim of fraud. We continue to work with other banks through our membership of the Cyber Defence Alliance, in which we share intelligence on cyber threats and effective mitigation strategies. For more, see the “Protecting our customers” case study.
Outsourced and third
party supplier
management
We have a third party supplier ~~management~~
~~We operate a supplier selection process~~risk framework to ensure that those with whom we intend to conduct business meet our risk and control ~~standards.~~standards throughout the life of our relationship with them. We also monitor and manage our ongoing supplier relationships to ensure our standards and contracted service performance 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 exposure is increased where we engage in new activities, develop new products, enter ~~unfamiliar~~new markets or implement new business processes or ~~technology~~ systems. As a result, we conduct operational risk assessments for material change programmes and new product developments before they receive approval to proceed.

Risk monitoring and reporting
Reporting is ~~an integral~~a key part of how we manage risk. It ensures we identify, escalate and manage issues on a timely basis. We can identify exposures through our operational risk and control assessments, risk scenario analysis, key indicators and incidents. We report exposures for each business unit through ~~monthly~~regular risk and control reports. These include details on risk exposures and how we plan to mitigate them. We prioritise and highlight events that have a material impact on our finances, reputation, or customers by reporting them to key ~~executives.~~executives and committees.
We have ~~an overarching~~a crisis management framework in place ~~encompassing~~covering all ~~levels, including~~levels. This includes the Board, senior management and our business and support functions. ~~This~~Our framework identifies possible trigger events and sets out the processes ~~for managing~~to manage a crisis or major incident, and ~~major incidents and is tested~~we test it at least annually. ~~Should~~If an event ~~occur,~~occurs, we have 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~~use the standardised approach for Pillar 1 operational risk capital needs. We use an internal model aligned to the CRD IV advanced measurement approach to assess our Pillar 2 capital needs. We also use it to model our operational risk losses we might incur ~~under stressed conditions.~~in a stress.
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Santander UK plc 129


~~Santander UK plc~~    ~~121~~
~~Annual Report 2016~~
~~Risk review~~
Annual Report 2017 on Form 20-F | Risk review


OPERATIONAL RISK REVIEW
Operational risk event losses
The table below shows our operational losses in ~~2016~~2017 and ~~2015~~2016 for reportable events with an impact ~~greater than~~over £10,000, ~~split~~excluding conduct risk events (which we discuss separately in the ‘Conduct and regulatory risk’ section), by CRD IV loss event ~~type categories. Whilst reported here, we~~types. We manage some of these risks in our Risk Framework in other risk types, including ~~conduct,~~ regulatory and financial crime ~~risk.~~risk even though we report them here.

     2016            2015

2017



2016

     Value (%)      Volume (%)            Value (%)      Volume (%)

            Value
%


        Volume
%


Value
%


        Volume
%

Internal fraud
     –      2         –      2      5        1      4        2
External fraud
     4      57         1      62      37        49      23        40
Employment practices and workplace safety
     –      –         –      –      –        1      –        1
Clients, products, and business practices
     67      3         87      4      24        22      18        34
Damage to physical assets
     –      –         –      2
Business disruption and system failures
     –      –         –      –      1        –      –        1
Execution, delivery, and process management
     29      38         12      30                  33        27      55        22
     100      100         100      100      100        100                      100        100
~~2016~~2017 compared to ~~2015~~
~~Operational losses~~2016
In 2016 operational losses for reportable events with an impact greater than £10,000 totalled £227m (2015: £582m). The majority of these 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’ reflect historic systems functionality and process issues. Consistentline with industry experience, in 2017 we ~~continued to see~~saw a high volume of low value ~~events in the ‘External~~‘external fraud’ ~~category which primarily related~~events. These mainly relate to card, telephone banking and online payment fraud. We continue to look at ways to enhance our fraud prevention strategy in response to the evolving external landscape. Our losses from ‘Execution, delivery and process management’ events relate to historic systems functionality and process issues.
~~Operational Risk Transformation Programme~~
~~Further investment~~In 2017, we enhanced our approach to operational risk. This included theroll-out of more modules of our operational risk system. This was ~~made in 2016 to complete the implementation phase~~part of ~~the Operational Risk Transformation Programme. A~~a final year of investment ~~is required in~~to implement our transformation programme. By the end of 2017, ~~to embed~~ the programme ~~into business as usual~~was substantially complete. The Open Banking initiative and ~~demonstrate effective~~the new Payment Services Directive (PSDII) together bring significant opportunity for us to develop new products and services to enhance the ways customers use their data and pay for services, but they also introduce a new layer of risk to both customers and Santander. In 2017 we carried out detailed operational risk ~~management~~assessments in relation to these initiatives, in order to identify, assess, manage and report the ~~regulators. We also migrated our internal controls records onto the new group Operational Risk Management system.~~
~~Cyber security~~key risks involved. Our focus on managing these risks continues, with further assessments planned for 2018.
In ~~2016,~~2017, in ~~common~~line with other large UK ~~financial institutions,~~banks and other organisations, we continued to be subject to ~~cyber attack. This included an incident that resulted in~~cyber-attack. Our focus has been on improving our detection capabilities against malicious activity and building a ~~temporary disruption~~UK intelligence led Cyber Defence Centre, to ~~the service offered via~~protect both our ~~digital channels, caused by a denial of service attack~~customers and ~~launched by an unknown external third party.~~our shareholders. We ~~continued to~~continually improve our systems, processes, controls and staff training to reduce our cyber risk and ~~enhance~~to help protect our customers, systems and data. As a result we had no significant disruption in 2017 due to cyber-attack. Our Cyber Resilience Programme operates with a layered defence approach, and continually evolves and adapts to cyber threats. We perform cyber security testing and evaluate security event scenarios where the results and insights drive updates to our system security and control remediation plans. We also continue to invest in our security services. Together with our Cyber Defence Centre and our data ~~security. For more on~~centres, 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~~gives us a solid foundation to ~~enable its~~achieve our digital transformation. ~~This~~Our approach will ~~provide some significant benefits to~~also ensure that we support future growth ~~including~~in an environment of improved cyber resilience ~~and security~~ and reduced legacy ~~issues. For more on this see the case study on new~~ IT ~~infrastructure in the ‘Strategic Report’ section.~~issues.

~~Cyber security~~
~~The cyber threat landscape continued to evolve rapidly in 2016. As with many financial organisations, we continued to be a target for cyber attacks:~~
–   Distributed Denial of Service attacks continued to be prevalent, targeting the online services of many organisations including our own. We continually review the effectiveness of our 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.
–   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 have deployed controls to combat fraudulent emails that are designed to masquerade as originating from our organisation.
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 identify suspicious activity. We also ran an annual scam awareness campaign to educate customers and the general public on the most common types of scams, with 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 Defence 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 Centre is also a welcome development.
~~122~~    ~~Santander UK plc~~
Protecting our customers
~~Risk~~
Fraud, scam and online security stories continued to feature strongly in headlines and political debate in 2017. As criminals have become more sophisticated in their approach, banks and other organisations have been in an ongoing race to keep one step ahead of them.
In 2017, we undertook a large programme of staff training, customer education and technology improvements to protect our customers. This included enhanced technical measures to make sure our online banking services are resilient to online cyber-disruption. Our new cyber security training ensures all our staff understand the threats to financial services and that we all have the expertise, through a practical assessment, to spot criminals’ emails and attempts to compromise our IT systems.
For our customers, we designed a campaign to raise awareness and give them the knowledge they need to avoid becoming a victim of fraud. We knew we needed to create something that would engage people and grab their attention. We created a specially branded Phish & Chips van that toured the UK. It offered free fish and chips to people who could show a suspected phishing email or smishing text message. For people without a suitable email or text, a short quiz let them show that they could identify fraudulent emails and texts. In return for this, they also won fish and chips. The van attracted plenty of interest, enabling us to talk about how to avoid scams to 3,500 people. Our message was also picked up and broadcast across 93 media outlets while social media reached over 1.5 million people.

Our research revealed that 74% of the UK public have been targeted with phishing emails, smishing texts and vishing calls. Each person targeted received an average of 16 fraudulent emails, texts or calls last year. This adds up to 600 million attempted scams in the last 12 months. Our Phish & Chips initiative is part of our continued commitment to fighting fraud. We also work closely with industry and government. As part of this, we used the UK Finance ‘Take Five’ branding and literature in our Phish & Chips campaign. Looking forward, we aim to lead the way in keeping our customers safe from fraudsters.
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130     Santander UK plc
~~governance~~
   ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
> Other key risks


FINANCIAL CRIME RISK~~(unaudited)~~
OUR KEY FINANCIAL CRIME RISKS
We are committed to the strongest possible response to financial crime risk. We ~~have always recognised~~recognise that ~~failure~~if we fail in this area it could impact ~~us financially, reputationally~~our finances, reputation and ~~operationally,~~operations, as well as ~~negatively affecting~~ our customers and wider society. Geopolitical factors and new criminal ~~offending~~ methods can quickly ~~alter~~change the risks we face. ~~In this context, we now consider financial crime risk to be a top risk. Strengthened~~We have robust systems and controls, ~~an updated policy~~formal policies and a governance framework, ~~improved~~ training and ~~new~~ intelligence and risk assessment capabilities, as well as our partnership with UK authorities, ~~are supporting~~to support us to detect and prevent financial crime.
Our key financial crime risks are:

Key risks

~~Description~~
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.

FINANCIAL CRIME RISK MANAGEMENT
Risk appetite
We ~~recognise the critical importance of ensuring we~~ are ~~not used for the purposes of~~committed in our efforts to counter financial ~~crime.~~crime and to comply with applicable UK law and sanctions regulations. 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 fornon-compliance with sanctions ~~programs~~programmes 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.~~addressed
– Partnerships with public authorities – we are an active participant in the Joint Money Laundering Intelligence Task Force (JMLIT), which supports public-private collaboration to tackle financial crime. The JMLIT was set up in May 2016 and developed with partners in government, UK Finance (formerly the British Bankers’ Association), law enforcement and over 20 major UK and international banks under the leadership of the Financial Sector Forum.
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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~~Santander UK plc~~    ~~123~~
~~Annual Report 2016~~
~~Risk review~~
Santander UK plc 131


Annual Report 2017 on Form 20-F | Risk review


FINANCIAL CRIME RISK REVIEW
~~2016~~2017 compared to ~~2015~~2016
In ~~2016~~2017, we continued to ~~improve~~enhance our Financial Crime Framework through our Transformation Programme including review by a newly formed Board Responsible Banking Committee. It aims to deliver a target model for how we manage financial crime across our business. Our target model refines and builds on what we have already delivered. We aim to address the ~~effectiveness~~evolving demands of financial crime regulations, as well as the expectations of our ~~approach~~regulators and industry practice to ~~tackling financial crime.~~achieve a sustainable model. As part of this, we:
~~We made a number of enhancements to our systems and controls. Included in these, we:~~
– ~~Improved our internal data. As part of this, we introduced~~ Re-affirmed the key ~~indicators to track performance against our~~ financial crime risk management capabilities we need, including ownership and accountabilities across our first and second lines of defence, business areas and operations
– ~~Further automated our Suspicious Activity Reporting (SAR) process. This built on positive feedback from~~ Reviewed the ~~National Crime Agency on~~key process steps and features for each business area and customer type, in addition to the ~~quality~~main technology and data components that will underpin the operational aspects of the target state
– Enhanced the governance that will be needed to oversee the effective management of our ~~SAR submissions and improved our ability to provide high quality data.~~financial crime risks
~~We continued to review our financial crime policy and standards. We:~~
– Enhanced our financial crime ~~compliance operating model.~~training strategy, with a strong focus on anti-financial crime culture. We ~~put in place dedicated first line governance~~also improved our management data and ~~operations,~~anti-bribery and ~~hired skilled staff to support a more intelligence led second line approach~~
– ~~Updated our policy and standards to reflect changes to laws and regulations, including the Fourth EU Money Laundering Directive and EU Wire Transfer Regulation 2~~
– Continued to develop the training we provide to our staff. This included a Financial Crime Awareness Week in July 2016 that allowed over 200 of our staff across the country to receive briefings from external experts from government, law firms and law enforcement.corruption.
~~We enhanced our partnerships~~Whilst we have well established AML systems and controls, there is further investment and work required to complete the Transformation Programme, delivering strengthening measures to ensure ongoing adherence to regulatory standards during a period of intense regulatory change. The delivery of the programme is a key priority and the Board has approved revisions to the Transformation Programme to ensure it is effective and sustainable. Progress will be tracked through key phases of the Transformation Programme 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~~full visibility to ~~senior management. This included enhancing our risk assessment, screening~~the Board, and ~~transaction monitoring, delivered through our~~regular engagement with the FCA. The Financial Crime ~~Transformation Program.~~Steering Committee, chaired by the CLRO and the CEO, with membership from senior management from businesses and technology, has been established to govern Santander UK’s transformation and ensure the adequacy of financial crime systems and controls.

~~Partnerships with public authorities~~
We are an active participant in the Joint Money Laundering Intelligence Task Force (JMLIT), which supports public-private collaboration to tackle financial crime. The JMLIT was set up in May 2016, and has 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 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.
~~We have derived real benefits from participating in all levels of the JMLIT, including the following:~~
–   Through the legal framework provided by this partnership, we were able to provide information to the JMLIT that supported law enforcement actions to tackle a serious organised crime group involved in human trafficking and money laundering.
–   Alerts and other information provided to us by the JMLIT have supported a range of financial crime prevention and detection activities. We have used information from the JMLIT to enhance our intelligence and analysis activities, as well as to inform our financial crime training efforts.
–   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 colleagues in five locations to receive briefings on new financial crime developments from external experts. This type of up to date information will support our colleagues to understand new financial crime offending techniques and therefore be better able to spot and stop financial criminals seeking to access banking services.
~~The involvement in the JMLIT is an example of our commitment to strong partnerships with the public sector to tackle financial crime.~~
~~124~~    ~~Santander UK plc~~
Collaborating to combat human trafficking
~~Risk~~
We are an active participant of the JMLIT, which aims to combat high end organised crime and money laundering. One of the top priorities of the UK government and the JMLIT is taking action against human trafficking. This form of modern slavery is estimated to generate global criminal profits of £110bn a year. Inevitably, some of this makes its way into the UK financial system. It is thought to affect tens of thousands of people in every large town and city in the UK.
Our Financial Intelligence Unit (FIU) was invited to be a member of the JMLIT Expert Working Group on human trafficking. The group aims to finds ways that the financial sector can work with the government and law enforcement to identify cases of human trafficking in response to changing trends in criminal behaviour. As a member of the group, our FIU volunteered to analyse intelligence from law enforcement to develop an effective profile of victims and perpetrators of labour exploitation. This is the most common form of human trafficking reported in the UK. The FIU used our analysis to produce a National Crime Agency (NCA) alert, which was published on behalf of the JMLIT and sent to all UK financial institutions. The alert provided a number of key behavioural and transactional indicators of human trafficking. This has since been used as a resource for training and proactive detection of cases.

Our involvement in JMLIT, and initiatives like it, help prevent and reduce our risk of facilitating organised crime. The bigger picture however, is that by identifying suspects and victims of human trafficking, law enforcement can intervene quicker. This helps to catch those who continue to prey on vulnerable people.
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132     Santander UK plc
~~governance~~
   ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension risk~~
~~Conduct risk~~
> Other key risks


LEGAL RISK
We have always recognised the importance of effective legal risk management. In 2017, we enhanced our Risk Framework to create a separate legal risk type to reflect the current environment, including the volume and breadth of regulatory change and how significant it is to our business.
Legal risk arises from the following main sources:
– Legal deficiencies in contracts: the risk that we use inadequate or incorrect documents to enter into or enforce a contract or protect our interests or assets
– Failure to take appropriate steps to protect assets:the risk that we follow an ineffective or incorrect process to protect our interests or assets or those of our customers
– Failure to manage legal disputes appropriately:the risk of mismanagement of legal claims arising from our business
– Failure to assess or implement the requirements of a change of law
– Failure to comply with law or regulation or to discharge duties or responsibilities created by law or regulation.
Legal risk management
– Risk appetite– we apply robust controls to manage legal risks and have a minimal tolerance for legal risk.
– Risk measurement– we measure legal risk under the categories above and assess both how likely the risk is to occur and its potential impact on our business if it does.
– Risk mitigation– legal risk arises throughout our business units and business support units in theirday-to-day activities. Our Legal team give specialist advice and support to those business areas to mitigate legal risk.
– Risk monitoring and reporting– all our business units consider legal risk as part of their operational risk and control assessments. We monitor and report key legal risks and issues on a timely basis. We escalate them to the Executive Risk Control Committee, Board Risk Committee and Board Responsible Banking Committee as needed.
2017 compared to 2016
In 2017 we further enhanced our approach to legal risk. We:
– Developed a standalone legal risk type to reflect the current environment, including the volume and breadth of regulatory change and its significance to our business
– Clarified the line 1 and 2 responsibilities for legal risk and aligned the risk oversight approach with other risk types owned by the CLRO
– Embedded legal risk reporting into a revised governance structure in accordance with other risk types owned by the CLRO.
MODEL RISK~~(unaudited)~~
Our key model risks arise from potential flaws in our modelling techniques, or the incorrect use of a model. They include risks arising from model data, systems, development, performance and governance.

Model risk management

    —
– Risk appetite– we express our appetite for model risk ~~is expressed~~ through the risk assessments of our most material risk models. This is agreed by the Board at least annually.
    —
– Risk measurement– we consider both the percentage of models that have been independently assessed, as well as the outcome of those reviews, in our measurement of model risk.
    —
– Risk mitigation– we mitigate 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 our business. Recommendations arising from independent reviews are tracked through to resolution. We also maintain a ~~single~~clear approval ~~body~~path for new model developments, updates and performance tracking.
    —
– Risk monitoring and reporting– we report model risks and issues using model risk management and control forums. We escalate issues to the Executive Risk Control Committee when necessary, or if our risk appetite is breached.
2017 compared to 2016
We continued to evolve our approach to model risk management as we identify new model types and modelling techniques. We assess the importance of the model within our business and use this to ensure we follow an effective governance process for each model. This includes having the most material models independently validated. We have clear roles and responsibilities that focus on the model owner, developer and reviewer, and we have clarified the role of the model user. We enhanced our controls and reporting to highlight the top risks. We continue to evolve our model risk appetite, using lower level performance indicators.
LOGO
Santander UK plc 133
Annual Report 2017 on Form 20-F | Risk review
STRATEGIC RISK
Strategic risk can adversely affect our long-term success as it could lead to our business model becoming out of date, ineffective, or inconsistent with our strategic goals. This could arise if we:
– Have a partial picture of our operating environment. This can include the economy, new rules and regulations, shifting customer expectations, competitor activity and changes in technology
– Misjudge our own capabilities, or ability to implement our strategy
– Pursue initiatives like acquisitions that might not fit with our business model or miss opportunities that we could benefit from.
Strategic risk management
– Risk appetite– we have a low to moderate appetite for strategic risk. This limits the risks we are prepared to take to achieve our strategic objectives and is aligned to our balanced, customer-centric business model.
– Risk measurement– our Board and senior management regularly review potential risk associated with our operations and our plans to ensure we stay within our risk appetite.
– Risk mitigation– we manage strategic risk by having a clear and consistent strategy, taking account of both external factors and our own capabilities as we deliver our aim: to be the best retail and commercial bank earning the lasting loyalty of our people, customers, shareholders and communities. We have an effective planning process which ensures we refine, strengthen, and adapt our strategy to reflect changes in the environment. It also means that we can identify key risks and opportunities to help people and businesses prosper.
– Risk monitoring and reporting– we closely track our business environment – such as changes in the economy, customer expectations, technology, regulations, government policies and competition. We also look at long-term trends and how they might affect us, as well as risks arising from our operation or our plans. As part of this, we report a range of indicators to track our performance. These include our KPIs as set out in the ‘Strategic Report’.

~~2016~~2017 compared to ~~2015~~2016
~~We continue to identify new models used across the~~Our business environment is always changing, and this affects how we do 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, and providing more clarity around accountabilities of model owners, developers and reviewers. We continue to independently review the most material models. To improve our controls further, we have established a model risk control forum, reporting directly to the Executive Risk Control Committee.
– In 2017, the UK economy performed better than initial expectations following the UK’s decision to leave the EU, however significant uncertainty still remains and there are a range of potential outcomes when the UK exits the EU, some of which could have an adverse economic impact. However, we are well-placed to manage such uncertainties while continuing to deliver our strategy. We are the UK’s leading full-service scale challenger with a continued focus on customers and innovative solutions. We have a resilient balance sheet and a proven track record of achieving consistent profitability through uncertain times.
– The post financial crisis regulatory agenda has led to significant change, some of which has the potential to impact our profitability, for example through changing business models. Notable initiatives include Open Banking which could potentially open the market to new entrants, and ring-fencing. We are actively exploring the risks and opportunities that Open Banking creates. During 2017, we made good progress with our ring-fencing plans and intend to implement the necessary changes well in advance of the regulatory deadline. For more on our ring-fencing plans, see Note 39.
– Throughout 2017 customer expectations continued to shift, with the adoption of new technologies and increasing use of digital channels. At the same time, the pace and scale of changes in technology remained intense. We responded to these changes by adopting new technology into our business model to offer real benefit for our customers, for example through our NeoCRM tool, a customer relationship software that enables customer conversations to be seamlessly conducted across different channels.
– Competitive pressure remained high, mainly from established players but also from newtechnology-led entrants looking to disrupt the market. We expect this to continue in 2018, however we believe our customer-focused business model and strategy, together with our adaptable and innovative approach, will enable us to thrive in this environment. We are already embracing the opportunities this creates by partnering with Fintech companies, including through our Santander InnoVentures fund. This fund invests in companies with proven expertise leveraging technology which could benefit our customers.
– Overall, we continue to embrace change and are making good progress towards our strategic goals. For more on this, see the ‘Strategic Report’ section.
134     Santander UK plc
> Other key risks
REPUTATIONAL RISK~~(unaudited)~~
Our key reputational risks arise from failures in corporate governance or management, ~~failures in treating~~failing to treat our customers fairly, the actual or perceived way we do business, and the sectors and countries we ~~do business with,~~deal with. They also result from how our clients and those who ~~represent~~act for us conduct themselves, and how business is conducted in our industry. External factors may also present a reputational risk to ~~us, including~~us. These can include the macro environment and the performance of the 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.

Reputational risk management

    —
– Risk 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 Board at least annually. We express it in terms of the risk measures we describe below.

    —
– Risk measurement– we assess our exposure to reputational risk daily. We base this on analysis of social, ~~media,~~ print, and broadcast media as well as political and market commentators. Our analysis ~~considers~~looks at our activities and those of our UK peers and is designed to help us identify large reputational events, or a prolonged deterioration in our reputation. We measure the perception of Santander UK by key stakeholder groups at least annually, using third party research. This includes employees, media, politicians and customer groups.

    —
– Risk mitigation– all our business units consider reputational risk as part of their operational risk and control assessments. We also consider ~~reputational risk~~it as part of our new product assessments. Our Corporate ~~Affairs~~Communications and ~~Marketing Team,~~Legal Teams, supported by our ~~legal, compliance~~Compliance, Marketing and ~~risk~~Risk teams, help our business units to mitigate reputational risk, and agree action plans as ~~required,~~required. They do this as part of their overall responsibility to monitor, build and protect our reputation and brand.

    —
– Risk monitoring and reporting– we monitor and report key reputational risks and issues on a timely ~~basis, escalating~~basis. We escalate them to the Executive Risk Control Committee, and Board Risk Committee as ~~necessary.~~needed. Our Corporate ~~Affairs~~Communications, Legal and Marketing Team 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.

~~2016~~2017 compared to ~~2015~~2016
In ~~2016,~~2017, we further strengthened our governance and culture across the business. We ~~have~~set up a Reputational Risk Committee to discuss the risks we face. These include customer issues, lending decisions and supplier management. It meets regularly and on anad-hoc basis as needed. We also continued to:
– Work towards our ~~stated~~ corporate goals for 2018. ~~This included improving ways of working, simplifying~~We acted to improve the way we work, simplify complex processes ~~as well as developing~~and develop technology to improve our customers’ experience
– Embed Simple, Personal and Fair across the business through the governance of The Santander Way committee. This included our Executive Committee conversations initiative, and other events and visits that gave our staff the chance to ask questions about topics that are on their mind
– Embed the behaviours that support our purpose, aim and ~~values,~~values. We did this most notably by including them ~~as part of~~in our ~~performance~~staff appraisals. From themid-year 2016, behaviours ~~will carry~~carried equal weighting with achievements in all ~~employees’~~staff performance management
– 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 implementing ring-fencing on our operations and preparing for the ~~UK Referendum on EU membership and Banking Reform.~~UK’s exit from the EU. 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.

~~Santander UK plc~~    ~~125~~
~~Annual Report 2016~~
~~Risk review~~
~~REGULATORY RISK(unaudited)~~
Our 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 and 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.
~~2016 compared to 2015~~
A consistent theme in recent years has been the rate and scope of the change agenda, across both regulatory change and 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 2016 in response to the evolving regulatory environment. We:~~
– ~~Made changes to comply with the new requirements of the Senior Managers Regime which came into force on 7 March 2016~~
– ~~Enhanced 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 and the Markets in Financial Instruments Directive II.~~
~~126~~    ~~Santander UK plc~~
~~Risk~~
~~governance~~ ~~Credit risk~~ ~~Market risk~~ ~~Liquidity risk~~ ~~Capital risk~~ ~~Pension 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.

                   Financial institutions
     Governments Government      Banks⁽¹⁾    Other      Retail      Corporate      Total⁽²⁾
     guaranteed
        £bn £bn      £bn    £bn      £bn      £bn      £bn
2016

Eurozone countries:

Italy
     1.0 –      –    0.1      –      0.2      1.3
Ireland
     – –      0.5    0.4      –      0.5      1.4
Spain (excluding Banco Santander)
     – –      0.3    0.1      –      0.2      0.6
Portugal
     – –      0.1    –      –      –      0.1
Luxembourg
     – –      –    2.3      –      0.3      2.6
France
     0.1 0.3      1.8    0.2      –      0.1      2.5
Germany
     – –      2.5    –      –      –      2.5
Other⁽³⁾
     0.3 –      1.1    0.3      –      1.1      2.8
     1.4 0.3      6.3    3.4      –      2.4      13.8
All other countries:

UK
     33.6 0.4      12.0    13.5      189.1      41.3      289.9
US
     4.8 0.2      10.6    2.5      –      0.1      18.2
Japan⁽⁴⁾
     2.8 –      3.2    0.1      –      1.4      7.5
Switzerland
     0.2 –      0.1    –      –      0.2      0.5
Denmark
     – –      0.1    –      –      0.4      0.5
Russia
     – –      –    0.1      –      –      0.1
Other
     0.1 –      2.6    0.6      –      2.3      5.6
     41.5 0.6      28.6    16.8      189.1      45.7      322.3
Total
     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)~~ ~~Excludes balances with central banks.~~
~~(2)~~ Excludes cash at hand, macro hedge of interest rate risk, interests in other entities, intangible assets, property, plant and equipment, tax assets, retirement benefit assets and other assets. Loans are included gross of credit provisions.
~~(3)~~ ~~Includes The Netherlands of £1.4bn (2015: £1.0bn), Cyprus of £28m (2015: £39m), Greece of £nil (2015: £nil), Belgium, Finland and Austria. The 2015 balance includes Luxembourg of £0.9bn.~~
~~(4)~~ Balances primarily relate to equity instruments listed in Japan and reverse repos with Japanese banks, held as part of our Short Term Markets business. The equity instrument risk exposures are hedged using derivative instruments and the additional reverse repos are fully collateralised.
~~(5)~~ In 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 by £9.7bn to £26.7bn.
~~Santander UK plc~~    ~~127~~
~~Annual Report 2016~~
~~Risk review~~
~~Balances with other Banco Santander companies~~
We deal 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 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 companies. We conduct these activities in a way that manages the credit risk within limits acceptable to the PRA.
~~At 31 December 2016 and 2015, we had gross balances with other Banco Santander companies as follows:~~

        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 above balances with other Banco Santander companies at 31 December 2016 mainly comprised:~~
– ~~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 dissolution of the eurozone and widespread redenomination of our euro-denominated assets and liabilities to 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, including 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.
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~~130~~ ~~Directors~~
~~135~~ ~~Corporate governance report~~
~~135~~ ~~Chair’s report on corporate governance~~
~~139~~ ~~Board Nomination Committee Chair’s report~~
~~141~~ ~~Board Risk Committee Chair’s report~~
~~146~~ ~~Board Audit Committee Chair’s report~~
~~152~~ ~~Directors’ Remuneration report~~
~~152~~ ~~Board Remuneration Committee Chair’s report~~
~~154~~ ~~Remuneration report and remuneration policies~~
~~156~~ ~~Remuneration implementation report~~
~~160~~ ~~Directors’ report~~
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~~Governance~~
~~Board of Directors~~
~~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 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~~
~~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 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. 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~~
Annemarie Durbin has 30 years international retail, commercial, corporate and institutional banking experience culminating in being a member of Standard Chartered’s Group Executive Committee. In addition, she was Group Company Secretary at Standard Chartered for a number of years and an independent non-executive director on the board of Fleming Family and Partners Limited. Annemarie is an executive leadership coach and a Board governance consultant.
Annemarie brings broad based international banking, leadership, talent development, executive remuneration, property, internal audit, crisis management, business continuity, operational excellence and 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 April 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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~~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 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 Jones~~ ~~Chair 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.
~~Genevieve has also advised and invested in Education Technology start ups and works with female executives as a coach and mentor.~~
~~Other principal appointments~~
~~Independent Non-Executive of Director Santander UK Group Holdings plc* since 18 May 2015.~~
~~Non-Executive Director Next Fifteen Communications Group plc since 2015.~~
~~Non-Executive Director of Moneysupermarket.com Group plc since 2014.~~
~~Member of the Advisory Board for LEGO Education since 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 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.~~
~~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 January 2014.~~
~~Banco Santander Nominated 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 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 Chair 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; 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 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.~~
~~Member of the Investment Committee of Gresham House plc since 31 January 2016.~~
~~President-elect of the Chartered Management Institute since 19 September 2016.~~
~~Board committee membership~~
~~Nomination Committee since 19 March 2013. Remuneration Committee since 1 October 2012.~~
~~Risk Committee since 1 October 2012.~~
* Part of the Banco Santander group.
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~~Directors’ Report~~
~~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, 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.~~
~~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~~
~~Risk Committee since 1 September 2015.~~
~~Peter Jackson~~ ~~Appointed 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~~
~~Chief Executive Officer since 29 September 2014, previously Executive Director and Deputy Chief Executive Officer from 19 August 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 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 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. Antonio joined Santander UK plc in 2013 as Deputy Treasurer and prior to that held the position of Head of Financial Management at Banco Español de Credito SA*.
~~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 2015.~~
* Part of the Banco Santander group.
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~~Directors’ Report~~
LOGO
~~Chair’s report on corporate governance~~
~~My report describes the roles, responsibilities and activities of~~
~~the Board and its Committees.~~
~~“We remain steadfast in our ambition to be the best~~
~~governed bank in the UK.”~~
~~Shriti Vadera~~
~~Chair~~
~~22 February 2017~~

Santander UK plc    ~~For Board membership, tenure and attendance see page 158~~
~~For Board responsibilities see page 138~~135
~~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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~~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.~~
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.~~
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~~Governance~~
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~~Remuneration~~
~~Report~~
~~Directors’ Report~~
~~Summary of Board activities in 2016~~
    ~~Activity~~
~~Actions taken by the Board and outcomes~~
~~Business and customer~~ – Reviewed, challenged and approved the 3-year business plan 2017-2019 and the Budget for 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 analysis of, the competitive landscape, Company’s Digital Strategy and innovation both during Board meetings and at our dedicated Board Strategy Day.~~
– ~~Reviewed, challenged and remained appraised of developments with customer experience and 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 customer relationship management, omni-channel, product development, Wealth Management, Private Banking and customer liabilities. The Board also approved the Mortgage 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.~~
– ~~Reviewed and remained appraised of the Santander (UK) Group Pension Scheme, pension risk, and methodology changes.~~
– ~~Reviewed, challenged and remained appraised of Santander UK’s sustainability activity and report.~~
–
~~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 ring-fencing. This included operating model approvals and the approval of associated regulatory 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.~~
– ~~Reviewed, challenged and approved the adequacy and effectiveness of stress-testing and capital management.~~
– ~~Reviewed, challenged and approved Santander UK’s wholesale funding programme arrangements.~~
– ~~Reviewed the asset and liability management activities.~~
– ~~Reviewed and approved the payment of dividends.~~
– Remained appraised of regulatory developments – including competition and market reviews and payment systems directive – reviewed compliance with regulatory requirements and fully considered all regulatory feedback from the PRA and FCA.
–
~~Approved Santander UK’s Annual Report and Accounts.~~
~~People~~ – ~~Received regular updates challenged management on a range of people issues including HR strategy and talent 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 performance of the CEO.~~
–
~~Participated in the Banking Standards Board’s assessment process and approved our response the Banking Standards Board questionnaire.~~
~~Risk and control~~ – ~~Reviewed, challenged and approved updated risk appetites and monitored performance against them across all risk types.~~
– ~~Received regular enterprise wide risk updates from the Chief Risk Officer.~~
– ~~Reviewed and challenged Conduct Risk Programme and Risk Framework.~~
– ~~Reviewed the 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.~~
– ~~Remained appraised of the strategy to mitigate operational risk in critical infrastructure and banking processes.~~
– ~~Reviewed, challenged and approved Santander UK’s IT risk, cyber risk and Financial Crime risk management plans.~~
–
~~Remained appraised of Corporate Affairs and Marketing activity to ensure protections are in place for Santander UK brand and reputation.~~
~~Governance~~ – ~~Reviewed 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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~~Annual Report 2016~~
~~Governance~~


~~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 Santander 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.~~
~~For Board Nomination Committee Chair’s~~
~~report 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 Santander UK’s governance arrangements.~~
~~For Board Risk Committee Chair’s report see~~
~~page 141~~
~~Board Risk Committee~~ – ~~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.~~
– ~~Review and approve the key risk type and risk activity frameworks identified in the Santander UK Risk Framework.~~
– ~~Review the capability to identify and manage new risks and risk types.~~
– ~~Oversee and challenge the day-to-day risk management actions and 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.~~
~~For Board Audit Committee Chair’s report see~~
~~page 146~~
~~Board Audit Committee~~ – ~~Monitor and review the integrity of the financial statements of Santander UK.~~
– ~~Keep under review the adequacy and effectiveness of the internal financial controls.~~
– ~~Review the adequacy of Whistleblowing arrangements.~~
– ~~Monitor and review the effectiveness of the Internal Audit function.~~
–
~~Assess the performance of the External Auditors and oversight of their independence.~~
~~For Board Remuneration Committee Chair’s report~~
~~see page 152~~
~~Board~~
~~Remuneration~~
– ~~Consider, agree and recommend to the Board the principles and parameters of Santander UK’s remuneration and reward policies and frameworks.~~
~~Committee~~ – ~~Consider 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.~~
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~~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~~
~~Santander UK are fit for purpose and aligned to our operating model.~~
~~“We continue to focus on overall effectiveness and~~
~~ensuring our readiness for implementation of~~
~~ring-fencing.”~~
~~Shriti Vadera~~
~~Board Nomination Committee Chair~~
~~22 February 2017~~
~~For Committee membership, tenure and~~
~~attendance see page 158~~
~~For the responsibilities of the Committee see~~
~~page 138~~
~~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.
~~Board and Committee membership~~
The 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. In 2016 we set an aspirational target of 33% women on the Board by 2020 and currently have 31% women on the Board. Santander UK has also committed to gender targets for our senior female management population, and we have embedded these into our Executive Committee annual performance objectives.
~~We will continue to ensure that gender and broader diversity remains front of mind in our succession planning.~~
~~Succession Planning~~
The Committee is responsible for overseeing the process of succession 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 agenda item.
~~Banking Reform~~
The Committee has focused on ‘ring-fencing’ and defining Board and Executive governance structures, in order to ensure we meet new regulatory requirements while maintaining a robust and efficient corporate governance model.
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~~Annual Report 2016~~
~~Governance~~
~~Annual review of director 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 time commitments of the Directors were also reviewed to ensure Directors have sufficient time available to discharge their responsibilities and to be effective members of the Board.
~~Priorities for 2017~~
Our priorities for 2017 will include focus on progressing Board effectiveness actions, the focus of which is our efficiency. This forms part of our wider commitment to continuous improvement and in pursuit of our ambition to be the best governed bank.
~~Female Board members~~
~~Independent Board members~~
~~December 2016~~⁽¹⁾ ~~December 2016~~⁽¹⁾
~~31%(4/13)~~ ~~54%(7/13)~~
~~(1) No change from prior year~~ ~~(1) No change from prior year~~
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~~Report~~
~~Remuneration~~
~~Report~~
~~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.”~~
~~Ed Giera~~
~~Board Risk Committee Chair~~
~~22 February 2017~~
~~For Board membership, tenure and~~
~~attendance see page 158~~
~~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.~~
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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.

–

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.

–

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.

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.

–

–

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.

For more on Banking Reform see page 2.

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~~Directors’ Report~~
    ~~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.~~
~~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.
~~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.~~
~~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.~~
~~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.~~
~~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.~~
~~For more see page 90.~~
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~~Annual Report 2016~~
~~Governance~~
    ~~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.~~
~~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.
~~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.~~
~~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.~~
~~For more see page 114.~~
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~~Remuneration~~
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~~Directors’ Report~~
    ~~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.~~
~~For more see page 123.~~
~~–   Regular and substantive interaction on aspects of the regulatory agenda.~~
~~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 updates on the completion by all business units of their Risk and Control Self Assessments. This bottom-up exercise largely highlighted the 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. During the year we also reviewed and approved the Risk Type and Risk Activity Frameworks.
~~Change programme~~
The scale, scope and critical nature of the 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 project management resources that had been put in place, and we also noted the efforts that were being made to reduce the proportion of contractor resource where appropriate to do so and to build internal capabilities. We also encouraged management, when undertaking projects required by the regulators, to seek to 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 2015, which resulted in a greater diversity of members and, 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 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 also requested updates from the external consultants supporting the programme of work following the review of the Global Corporate Banking model. These contributed to the effectiveness of our debate and facilitated effective challenge by the Committee during the year.
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 suggested 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 eight in 2017.~~
~~Priorities for 2017~~
As 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 risk exposures, including conduct, cyber security, and financial crime risk, which will be an area of focus as we oversee the ongoing implementation of the financial crime transformation programme. We will also consider proposed changes to pension risk appetite in light of the agreed triennial valuation with the pension trustees; as well as any amendments to the Risk Framework proposed in the next phase of Banking Reform.
~~Santander UK plc~~    ~~145~~
~~Annual Report 2016~~
~~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~~
~~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.”~~
~~Chris Jones~~
~~Board Audit Committee Chair~~
~~22 February 2017~~
~~For Committee membership, tenure and~~
~~attendance see page 158~~
~~For the responsibilities of the Committee~~
~~see page 138~~
~~Overview of the year~~
~~During 2016 the principal activities of the Committee included:~~
– ~~Oversight of the transition 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 the outcome of 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~~
– Assessing the appropriateness of key management judgements, including PPI provisioning, refinements to the pensions methodology and the assumptions underpinning the retail provisioning model, as well as preparation for the implementation of IFRS 9
– ~~Overseeing the Company’s whistleblowing arrangements and further enhancements following implementation of new FCA whistleblowing rules~~
– Obtaining further comfort from management and Internal Audit on Risk-weighted assets (RWAs) in the light of the latest guidance from the Institute of Chartered Accountants in England and 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.
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~~Report~~
~~Directors’ Report~~
~~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 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 continues to be highly judgemental and requires significant assumptions including claim 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 throughout the year~~
~~–   In 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 the time bar. We also challenged management’s basis for providing at the year-end in advance of finalisation of the FCA’s consultation paper.
~~–   In respect of Wealth & Investment, the Committee:~~
~~–   Analysed the judgements and estimates in respect of the provision taking into account customer communications, acceptance of offers made and average redress paid~~
~~–   Evaluated the progress of customer communication exercises, provision utilisation, and the latest complaints inflow forecasts in order to assess the range of reasonable possible future costs.~~
~~–   Requested 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 provisions, including for PPI and Wealth & 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 monitor closely any changes in customer or claims management companies’ behaviour in light of the proposed revised PPI time-bar and profit share in relation to Plevin claims.
~~–   We will monitor the final outcome of the FCA’s consultation process.~~
~~See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements~~
~~For more, see Note 33 to the Consolidated Financial Statements~~
~~Retail credit provisions~~
~~Determining the appropriateness of retail credit provisions, especially those relating to the mortgage portfolio, remains one of the most significant areas of management judgement.~~
–   Reviewed detailed reports from management throughout the year analysing 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 underpinning the mortgage provision models and the impacts on the level of provisions required~~
–   Noted that the level of retail credit provisions continued to fall during the year due to continued rises in house prices improving the value of our collateral and economic conditions further reducing our incurred losses
–   Discussed the potential impact of the UK vote to leave the EU on the housing market in the months following the result of the EU referendum. We noted that any future movement in house prices would flow into the mortgage provision models once they were incurred and recognised the requirements of the current accounting standards in this regard.
~~–   Agreed with management’s judgement on the level of retail credit provisions, concluding that provisions remain robust and assumptions made by management were appropriate~~
~~–   We will continue to monitor closely retail credit provisions to assess any impact of changes in economic circumstances.~~
~~See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements~~
~~For more, see Note 15 to the Consolidated Financial Statements~~
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~~Annual Report 2016~~
~~Governance~~
    ~~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.~~
~~See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements~~
~~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.~~
–   Reviewed detailed reports throughout the year on the key assumptions underlying the calculation of the defined benefit pension obligations. We noted that the calculations continue to be prepared with the assistance of actuarial advisers and when assessing our pension obligations recognised that, although some of the assumptions were based on observable data, there remained others that require significant management judgement, such as mortality, discount rates, inflation rates and pension increases
~~–   Analysed and debated the change in methodology during the year to derive:~~
–   The discount rate assumption for IAS 19 purposes, to better reflect management’s estimate of long-dated credit risk implied in bond yields appropriate for the cash flow liabilities of the scheme
–   The inflation rate assumption, moving to a scheme cash flow-derived inflation rate to bring consistency with the discount rate, and changing the inflation premium from a static measure to a variable measure based on the nominal level of implied inflation
~~–   Noted that no changes were 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.~~
~~–   Sought and was provided with clarification on the rationale for, and regulatory capital impact of, the changes to the methodology to derive the discount and inflation rate assumptions.~~
~~–   Agreed with management’s approach to the assumptions applied, 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, due to the significant impact that actuarial assumptions have on the pension assets and liabilities recognised on the balance sheet, and ongoing changes in demographic and financial factors, pensions will remain a key area of focus.
~~See page 113 for case study on our pension assumptions review~~
~~See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements~~
~~For more, see Note 34 to the Consolidated Financial 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 2016, 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 due to fraud or error. For financial instruments held at fair value, we noted the enhancement of the methodology for valuing uncollateralised derivative portfolios to include a funding fair value adjustment, in line with most UK peers; see Note 43 to the Consolidated Financial Statements. Regular reports have also been provided considering any material litigation cases and their progress.
~~148~~    ~~Santander UK plc~~
~~Corporate~~ ~~Directors’~~
~~Directors~~
~~Governance~~
~~Report~~
~~Remuneration~~
~~Report~~
~~Directors’ Report~~
~~External Auditors~~
~~Audit tender and new External Auditors~~
In 2015, Banco Santander took the decision to re-tender the global external audit and the Committee performed its own UK review of the three firms selected by Banco Santander, in support of this. Following the conclusion of the review and with a recommendation from the former chair of the Committee, Banco Santander confirmed that PwC would become global External Auditors for the accounting period from 1 January 2016. 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 Auditors~~
~~As part of our review of our relationship with our 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; the Committee was satisfied that they were not quantitatively or qualitatively material, both individually and in the aggregate~~
– ~~Discussion with the External 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 audits 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 PwC’s audit process.~~
~~Non-audit fees~~
We have a policy on non-audit services which are provided by our External Auditors, which was updated in 2016 in the context of the Revised Ethical Standard issued by the FRC on auditor independence requirements resulting from the new European Audit Regulation and Directive.
Non-audit services were under continuous review throughout 2016 to determine whether they were permitted by reference to their nature, assessing potential threats and safeguards to auditor independence as well as the overall ratio of audit to non-audit fees.
All individual assignments 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 non-audit fees to be approved by the Banco Santander Audit Committee.
The principal area of non-audit fees performed by PwC, 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 External Auditors. The costs during the year were £3.2m and we ensured that this met both the external and internal tests for maintaining their independence.
~~We also monitored:~~
– ~~The non-audit fees and independence of Deloitte LLP, and will continue to do so until they achieve independence, and~~
– ~~Other fees in respect of work performed by Ernst & Young, our appointed Independent Expert in the context of the Ring Fencing requirements of Banking Reform.~~
~~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 have a comprehensive internal control framework in place, and, during the course of the year, we received and considered regular reports regarding the operation of and continued enhancement to this framework. This included reports from Internal Audit and the External Auditors and related actions being taken by management. During 2016, the regular reports from Compliance on matters such as key conduct and non-financial regulatory risks migrated 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.
~~Internal control over financial reporting~~
Section 404 of the Sarbanes-Oxley Act requires management to report on the design and effectiveness of its internal control 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 the last two years to embed the framework.
We considered the financial control environment during the year. The Committee received regular reports on internal control over financial reporting, including key systems and provided 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 control 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.
~~Santander UK plc~~    ~~149~~
~~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 process of addressing them; we have focused particularly on the enhancement of the quality assurance function within Internal Audit and reviewed the calibration of Internal Audit report ratings.
The Committee also keeps under review the conclusions and recommendations of an external benchmarking assessment against industry leading practice for Internal Audit, which was last carried out in 2015. The Committee considers that the changes made in 2015 as part of our continuous improvement programme, have been embedded during 2016 and have further strengthened the Internal Audit function. The Committee noted strong engagement between the Internal Audit function and the business during 2016. A further benchmarking review is 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. The plan has been updated at regular intervals throughout the year, in response to changes in the business and the regulatory environment, and at the request of the Committee.
We received regular reports from our Head of Internal Audit and monitored findings as part of our oversight. We considered the aggregate number of recommendations, the rationale for any recommendations becoming 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.
The 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, the Committee assumed responsibility for the review and approval of the objectives of the Head of Internal Audit and leads in the annual evaluation of his performance.~~
~~Whistleblowing~~
The Committee received quarterly reports on the Company’s whistleblowing activities. The reporting includes oversight 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, play 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 continued to act as the Whistleblowing Champion. The purpose of this role is to oversee the independence and effectiveness of the policies and procedures in this area. The direct engagement of an independent Non-Executive Board Committee Chair in this oversight role underpins 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 2016 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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~~Report~~
~~Directors’ Report~~
~~Financial Reporting Council (FRC) Annual Review of Corporate Reporting 2015/2016~~
In October 2016, the FRC 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 evidence from the FRC’s monitoring work and thematic reviews. The report outlines the characteristics of corporate reporting which the FRC believe make for a good annual report, beyond basic compliance with laws and accounting standards.
As part of our oversight of this area, we received and reviewed a report from management on its work in respect of the areas of interest to the FRC. We are satisfied that management has sought to adhere to the characteristics identified by the FRC in the preparation of this Annual Report to the extent appropriate to our ownership structure.
~~Going Concern~~
We satisfied ourselves that it is appropriate to use the going concern basis of accounting in preparing the financial statements, supported by a detailed 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. 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 professional background as a senior audit partner at PwC. In my capacity as Committee Chair, consistent with the approach of my predecessor, I meet with key members of the management team and the External 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 FRC and the BBA, both on an individual basis and together with the Chairs of audit 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 2017~~
The specific areas of focus for the Committee for 2017 will be to monitor and keep under review the 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.
~~Santander UK plc~~    ~~151~~
~~Annual Report 2016~~
~~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.”~~
~~Scott Wheway~~
~~Board Remuneration Committee Chair~~
~~22 February 2017~~
~~For Board membership, tenure and~~
~~attendance see page 158~~
~~For the responsibilities of the Committee~~
~~see page 138~~
~~Overview of the year~~
~~This report is comprised of three sections:~~
– ~~My report as Chair of the Committee~~
– ~~The Remuneration report which summarises our remuneration policies~~
– ~~The Remuneration implementation report, which shows how these policies have been applied during 2016.~~
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.
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~~Corporate~~ ~~Directors’~~
~~Directors~~
~~Governance~~
~~Report~~
~~Remuneration~~
~~Report~~
~~Directors’ Report~~
~~Key activities in 2016~~
In 2016, we completed a comprehensive review of our executive remuneration offering in collaboration with our colleagues on the Banco Santander Remuneration Committee (the Remuneration Committee of our parent company) and finalised 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, we 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 policies under CRD IV, and completed a comparison against Banco Santander rules currently applicable to Santander UK.
~~Additionally, we provided feedback on the consultation on mandatory gender pay reporting.~~
~~Membership~~
~~I welcome Annemarie Durbin who joined us on 13 January 2016, and brings a wealth of relevant 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 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 2017~~
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 three 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 focus 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.
~~Santander UK plc~~    ~~153~~
~~Annual Report 2016~~
~~Governance~~
~~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 individual 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. In 2016 we replaced the annual and long-term incentive 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~~
When appointing a new Executive Director, base salary will 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~~
~~Variable 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.~~
~~–   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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~~Report~~
~~Directors’ Report~~
Compensation may be provided to Executive Directors recruited externally for the forfeiture of any award on leaving their previous 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 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’ should their employment end due to injury, ill-health, disability, redundancy, retirement, death, or any other reason at the Committee’s discretion.
~~Other than a payment in the event of redundancy for the CEO, there are no benefits upon termination of employment.~~
~~Risk and Performance adjustment~~
All variable remuneration is subject to adjustment 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 performance of Santander UK or a relevant business unit’s performance~~
– ~~Santander 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 Banco Santander’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.
~~Santander UK plc~~    ~~155~~
~~Annual Report 2016~~
~~Governance~~
~~Remuneration implementation report~~
~~Introduction~~
~~This report outlines how our Remuneration Policy was implemented in 2016.~~
~~The composition and total remuneration received by each Executive Director who held office during the year is shown in the table below.~~
~~Variable pay plan~~
~~The 2016 variable pay plan for Executive Directors was determined under distinct criteria (explained further below):~~
– A~~quantitative assessment~~measured at UK level using a balanced scorecard approach. This included metrics in relation to our customers, our colleagues and the communities in which we do business, plus risk, capital and profitability.
– A~~qualitative assessment of performance~~ ~~which adjusted the balanced scorecard result by reference to a range of measures relating to our people, shareholders, customers and communities.~~
– A~~group multiplierwhich can adjust the pool upwards or downwards to reflect overall group performance.~~
– ~~Exceptional 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.~~
– Finally, 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 up to 100% of the bonus pool or individual awards.
~~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~~
– ~~Performance related pay plans to ensure they are deferred appropriately and remain ‘at risk’ over an appropriate period.~~
~~Stakeholder views~~
Santander UK consults with key stakeholders, including 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 2016 and 2015~~

Executive rewards      Nathan Bostock⁽¹⁾      Stephen Jones⁽²⁾⁽³⁾      Steve Pateman      Total

2016
£000

2015
£000

2016
£000

2015
£000

2016
£000

2015
£000

2016
£000
     2015
£000
Salary
     1,600      1,601      -      460      -      527      1,600      2,588
Taxable benefits (cash and non-cash)
     46      37      -      1      -      1      46      39
Pension
     560      560      -      161      -      181      560      902
Bonus (paid and deferred)
     2,330      1,760      -      848      -      -      2,330      2,608
Total
     4,536      3,958      -      1,470      -      709      4,536      6,137
LTIP realised
     -      -      -      -      -      -      -      -
Total remuneration
     4,536      3,958      -      1,470      -      709      4,536      6,137
LTIP granted
     -      240      -      -      -      -      -      240
~~(1)~~ ~~The salary figure for Nathan Bostock does not include £1,800,000 (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 £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.~~
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~~Report~~
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~~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    3y    12

12


Ed Giera
   54    19.08.15 1y 4m    10       10    6    6    1y 2m
1y 4m

   13

13


Chris Jones⁽³⁾
   60    30.03.15 1y 9m    10       10    6    6    1y 9m

   13    13
Alain Dromer
   62    01.10.13 3y 3m    10       10    6    6    1y 1m

   12    12
Annemarie Durbin
   53    13.01.16 11m    10       10    6    5    11m

   12    12
Genevieve Shore
   47    18.05.15 1y 7m    10       8    6    5    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    4y 3m    12

12


Juan Rodríguez Inciarte⁽⁴⁾
   64    01.12.04 12y 1m    10       10    6    5    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)~~ ~~Deemed financial expert.~~
~~(4)~~ ~~Deputy Chair.~~
~~(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.~~
~~158~~    ~~Santander UK plc~~
~~Corporate~~ ~~Directors’~~
~~Directors~~
~~Governance~~
~~Report~~
~~Remuneration~~
~~Report~~
~~Directors’ Report~~

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


                  2y    5

5

   650    -    650    650


1y 4m    13    11    1y 4m
3y

   11    11    3y    5    5    230    14    244    189
1y 4m    13    13    1y 4m    11    11    1y 4m    5    5    200    -    200

69

1y 6m
1y 9m

   13    13    1y 4m    11    11    1y 7m    5    5    200    30    230    137

3y

   10    10    3y    11    11             165    19    184    150

11m

   10    10    11m    11    11             165    -    165    -

1y 4m

   10    8    1y 4m    11    9             165    1    166    81


                  1y 5m

   5    4    -    -    -    -
         4y 3m    11    11    3y 9m

   5    5    -    -    -    36


115

   33    148    -
                           -

-

   -    -
3y    10    10

115

   22    137    115


-

   -    -    29


                           -

-

   -    -
                           2005    119

2,124

   2,107
~~Directors at 31 December 2016~~
~~or appointed post year-end~~
~~Chair of Committee (y = years, m = months)~~
~~Committee Member (y = years, m = months)~~
~~Santander UK plc~~    ~~159~~
~~Annual Report 2016~~
~~Governance~~
~~Directors’ report~~
~~Introduction~~
The Directors have pleasure in submitting their report together with the financial statements for the year ended 31 December 2016. The information in the Directors’ Report is unaudited, 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 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’~~
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:
– ~~The principle that at least 50% of the Board should be INEDs and the other 50% either Executive Directors or Banco Santander nominated Non-Executive Directors~~
– 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 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.~~
~~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
~~160~~    ~~Santander UK plc~~
~~Corporate~~ ~~Directors’~~
~~Directors~~
~~Governance~~
~~Report~~
~~Remuneration~~
~~Report~~
~~Directors’ Report~~
~~For aggregate Directors’ remuneration, see Note 41 to the Consolidated Financial Statements~~
~~For highest paid Director details, see Note 41 to the Consolidated Financial Statements~~
~~For Executive remuneration, see pages 154 to 159~~
~~For Non-Executive remuneration, see pages 157 to 159~~
~~For pension scheme details, see Note 34 to the Consolidated Financial Statements~~
~~For related party transactions, see Note 42 to the Consolidated Financial Statements~~
~~For our Risk review, see pages 32 to 128~~
~~was declared on 22 December 2016 and will be paid in March 2017.~~
Details of Santander UK’s activities and business performance during 2016, together with an indication of future outlook, are set out in the Strategic report on pages 2 to 3 and the Financial review on pages 4 to 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 130 to 134. Particulars of their emoluments and interests in shares can be found in the Directors’ Remuneration implementation report on pages 156 to 157. Changes to the composition of the Board can be found on pages 158 to 159, with further details in the Chair’s report on Corporate Governance, on pages 135 to 138, and each of the Committee Chair’s reports on pages 139, 141, 146, and 152.
~~Appointment and retirement of Directors~~
~~All Directors are appointed and retired in accordance with the Company’s Articles of Association, the UK Companies Act 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 appointment of Peter Jackson was proposed by Banco Santander.
~~Directors’ indemnities~~
In addition to Directors’ and Officers’ liability insurance cover in place throughout 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 Directors’ 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 CO~~₂~~emissions, measured in CO~~₂~~equivalent tonnes, have decreased by 22% year on year to 12,468 tonnes. CO~~₂~~from fuel has decreased by 11% to 5,817 tonnes in 2016, CO~~₂~~from 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 as updated in December 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 Company culture which is free from any risk of corruption, compromise or conflicts of interest. Staff are also required to comply with all Company policies.
~~These require employees 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.~~
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 Santander UK Group Holdings plc, 2 Triton Square, Regent’s Place, London NW1 3AN.~~
~~Political contributions~~
~~In 2016 and 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.~~
~~162~~    ~~Santander UK plc~~
~~Corporate~~ ~~Directors’~~
~~Directors~~
~~Governance~~
~~Report~~
~~Remuneration~~
~~Report~~
~~Directors’ Report~~
~~Supervision and regulation~~
~~Santander UK is authorised by the PRA and regulated by the FCA and the PRA. Some 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.
~~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.
~~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 of 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 2016 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).
~~Based on this assessment, management concluded, at 31 December 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 at 31 December 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 2016, Santander UK’s disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by Santander UK in the reports that it files and submits under the US Securities Exchange Act of 1934 is recorded, processed, summarised 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 4 to 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.
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.
In making their going concern assessment, the information considered by the Directors includes Santander UK’s 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 standalone 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 2016 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 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 2016 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 himself or herself 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~~
~~PricewaterhouseCoopers LLP have expressed their willingness to continue in office as auditor and a resolution to reappoint them will be proposed at the Company’s forthcoming Annual General Meeting.~~
~~By Order of the Board~~
~~Marc Boston~~
~~Company Secretary~~
~~22 February 2017~~
~~2 Triton Square, Regent’s Place,~~
~~London NW1 3AN~~
~~164~~    ~~Santander UK plc~~
~~Corporate~~ ~~Directors’~~
~~Directors~~
~~Governance~~
~~Report~~
~~Remuneration~~
~~Report~~
~~Directors’ Report~~
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~~Santander UK plc~~    ~~165~~
~~Annual Report 2016~~
~~Financial statements~~
Financial statements

~~167~~
~~Audit report~~
~~173~~
~~Primary financial statements~~
~~173~~
~~Consolidated Income Statement~~
~~173~~
~~Consolidated Statement of Comprehensive Income~~
~~174~~
~~Consolidated Balance Sheet~~
~~175~~
~~Consolidated Cash Flow Statement~~
~~176~~
~~Consolidated Statement of Changes in Equity~~
~~177~~
~~Company Balance Sheet~~
~~178~~
~~Company Cash Flow Statement~~
~~179~~
~~Company Statement of Changes in Equity~~
~~180~~
~~Notes to the financial statements~~
~~166~~    ~~Santander UK plc~~
Contents

Audit reports
137
Primary financial statements
144
Consolidated Income Statement
144
Consolidated Statement of Comprehensive Income
144
Consolidated Balance Sheet
145
Consolidated Cash Flow Statement
146
Consolidated Statement of Changes in Equity
147
Notes to the financial statements
151
     ~~Primary financial~~      ~~Notes to the~~


~~Audit report~~
136 ~~statements~~    Santander UK plc

~~financial statements~~
>Audit Report


Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Santander UK plc
~~In our opinion,~~Opinion on the Financial Statements
We have audited the accompanying consolidated balance ~~sheet~~sheets of Santander UK plc and its subsidiaries as of 31 December 2017 and 2016, and the related consolidated income ~~statement, statement~~statements, statements of comprehensive income, consolidated cash flow ~~statement,~~statements, and consolidated ~~statement~~statements of changes in equity for each of the two years in the period ended 31 December 2017, including the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of ~~Santander UK plc and its subsidiaries at~~the Company as of 31 December 2017 and 2016, and the results of ~~their~~its operations and ~~their~~its cash flows for each of the ~~year then~~two years in the period ended 31 December 2017 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.~~2 and to apply retrospectively the change in accounting for transactions between entities under common control, as described in Note 1. 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.
Change in Accounting Principle
As discussed in Note 1 to the consolidated financial statements, the Company changed how it accounts for transactions between entities under common control.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ PricewaterhouseCoopers LLP
London, UK
17 March ~~2017~~2018
We have served as the Company’s auditor since 2016.
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Santander UK plc 137


~~Santander UK plc~~    ~~167~~
~~Annual Report 2016~~
~~Financial statements~~
Annual Report 2017 on Form20-F | Financial statements


~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Santander UK plc
We have audited, before the effects of the adjustments to retrospectively apply the changes in accounting discussed in Note 4641 to the consolidated financial statements, the consolidated ~~balance sheet of Santander UK plc and subsidiaries (the Group) as at 31 December 2015, and the related~~income statement, consolidated ~~income statements, consolidated statements~~statement of comprehensive income, consolidated ~~statements~~statement of changes in equity, and consolidated cash flow ~~statements,~~statement, the related Notes 1 to 4641 and the 2015 information on ~~pages 32~~page 57 to ~~128~~135 of the Risk review, except for those items marked as unaudited, of Santander UK plc and subsidiaries (the “Group”) for the ~~years~~year ended December 31, 2015 ~~and 2014.~~(the 2015 consolidated financial statements before the effects of the adjustments discussed in Note 41 to the consolidated financial statements are not presented herein). 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.~~audit.
We conducted our ~~audits~~audit 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~~audit 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~~audit provides 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 4641 to the consolidated financial statements, present fairly, in all material respects, the ~~financial position~~results of operations and cash flows of Santander UK plc and subsidiaries ~~as at 31 December 2015, and the results of their operations and their cash flows~~ for the ~~years~~year ended December 31, 2015, ~~and 2014,~~ in conformity with International Financial Reporting Standards ~~(IFRS)~~(“IFRS”) as adopted by the European Union and IFRS as issued by the International Accounting Standards 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 4641 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, UKUnited Kingdom
24 February 2016

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~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ Annual Report 2017 on Form 20-F | Financial statements
~~financial statements~~


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~~170~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ Annual Report 2017 on Form 20-F | Financial statements
~~financial statements~~


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~~172~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ Annual Report 2017 on Form 20-F | Financial statements
~~financial statements~~


~~CONSOLIDATED INCOME STATEMENT~~Consolidated Income Statement
For the years ended 31 December


     Notes
2016
£m

2015
£m

2014
£m
     Notes      2017
£m    2016
£m    2015
£m
Interest and similar income
     3      6,467      6,695      6,797      3      5,905    6,467    6,695
Interest expense and similar charges
     3      (2,885)      (3,120)      (3,363)      3      (2,102 )    (2,885 )    (3,120 )
Net interest income
          3,582      3,575      3,434           3,803    3,582    3,575
Fee and commission income
     4      1,188      1,115      1,095      4      1,222    1,188    1,115
Fee and commission expense
     4      (418)      (400)      (356)      4      (415 )    (418 )    (400 )
Net fee and commission income
          770      715      739           807    770    715
Net trading and other income
     5      443      283      297      5      302    443    283
Total operating income
          4,795      4,573      4,470           4,912    4,795    4,573
Operating expenses before impairment losses, provisions and charges
     6      (2,414)      (2,400)      (2,397)      6      (2,499 )    (2,414 )    (2,400 )
Impairment losses on loans and advances
     8      (67)      (66)      (258)      8      (203 )    (67 )    (66 )
Provisions for other liabilities and charges
     8      (397)      (762)      (416)      8      (393 )    (397 )    (762 )
Total operating impairment losses, provisions and charges
          (464)      (828)      (674)           (596 )    (464 )    (828 )
Profit before tax
          1,917      1,345      1,399           1,817    1,917    1,345
Tax on profit
     9      (598)      (381)      (289)      9      (561 )    (598 )    (381 )
Profit after tax for the year
          1,319      964      1,110

Profit after tax
          1,256    1,319    964
Attributable to:

Equity holders of the parent
          1,292      939      1,110           1,235    1,292    939
Non-controlling interests
     37      27      25      -      32      21    27    25

Profit after tax
          1,256    1,319    964
~~CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME~~Consolidated Statement of Comprehensive Income
For the years ended 31 December


     Notes
2016
£m

2015
£m

2014
£m
     2017
£m    2016
£m    2015
£m
Profit for the year
          1,319      964      1,110

Profit after tax
       1,256    1,319    964
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)

– Change in fair value
     80    127    14

– Income statement transfers
     (54 )    (115 )    42

– Taxation
     (6 )    (16 )    (2 )
          (4)      54      21      20    (4 )    54
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)

– Effective portion of changes in fair value
     (238 )    4,365    (307 )

– Income statement transfers
     (94 )    (4,076 )    305

– Taxation
     89    (72 )    (6 )
          217      (8)      372      (243 )    217    (8 )
Currency translation on foreign operations
          (3)      (5)      (4)      –    (3 )    (5 )
Net other comprehensive income that may be reclassified to profit or loss subsequently
          210      41      389      (223 )    210    41
Other comprehensive income that will not be reclassified to profit or loss subsequently:

Pension remeasurement
     34      (528)      319      132
Taxation
     9      133      (89)      (27)

– Pension remeasurement
     (103 )    (528 )    319

– Taxation
     26    133    (89 )
     (77 )    (395 )    230

Own credit adjustment:


– Transfers
     (29 )    –    –

– Taxation
     7    –    –
     (22 )    –    –
Net other comprehensive income that will not be reclassified to profit or loss subsequently
          (395)      230      105      (99 )    (395 )    230
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

Total other comprehensive income net of tax
     (322 )    (185 )    271

Total comprehensive income
     934      1,134      1,235
Attributable to:

Equity holders of the parent
          1,107      1,209      1,604      913    1,107    1,209
Non-controlling interests
     37      27      26      -      21    27    26

Total comprehensive income
     934    1,134    1,235
The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

~~Santander UK plc~~    ~~173~~
144     Santander UK plc
~~Annual Report 2016~~
~~Financial statements~~
> Primary financial statements


~~CONSOLIDATED BALANCE SHEET~~Consolidated Balance Sheet
At 31 December


     Notes
2016
£m

2015
£m
     Notes      2017
£m      2016⁽¹⁾
£m
Assets

Cash and balances at central banks
          17,107      16,842           32,771      17,107
Trading assets
     11      30,035      23,961      11        30,555      30,035
Derivative financial instruments
     12      25,471      20,911      12        19,942      25,471
Financial assets designated at fair value
     13      2,140      2,398      13        2,096      2,140
Loans and advances to banks
     14      4,348      3,548      14        5,927      4,348
Loans and advances to customers
     15      199,738      198,045      15        199,490      199,738
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

Financial investments
     18        17,611      17,466
Interests in other entities
     21      61      48      19        73      61
Intangible assets
     22      2,316      2,231      20        1,742      1,685
Property, plant and equipment
     23      1,491      1,597           1,598      1,491
Current tax assets
          -      49
Retirement benefit assets
     34      398      556      28        449      398
Other assets
     25      1,473      1,375           2,511      2,571
Total assets
          303,142      281,406           314,765      302,511
Liabilities

Deposits by banks
     26      9,769      8,278      21        13,784      9,769
Deposits by customers
     27      177,172      164,074      22        183,648      177,172
Trading liabilities
     28      15,560      12,722      23        31,109      15,560
Derivative financial instruments
     12      23,103      21,508      12        17,613      23,103
Financial liabilities designated at fair value
     29      2,440      2,016      24        2,315      2,440
Debt securities in issue
     30      50,346      49,615      25        42,633      50,346
Subordinated liabilities
     31      4,303      3,885      26        3,793      4,303
Macro hedge of interest rate risk
          350      110
Other liabilities
     32      2,871      2,335           2,730      3,221
Provisions
     33      700      870      27        558      700
Current tax liabilities
          54      1      9        3      54
Deferred tax liabilities
     24      128      223      9        88      128
Retirement benefit obligations
     34      262      110      28        286      262
Total liabilities
          287,058      265,747           298,560      287,058
Equity

Share capital and other equity instruments
     36      4,904      4,911

Share capital
     30        3,119      3,119
Share premium
     36      5,620      5,620      30        5,620      5,620

Other equity instruments
     31        2,281      1,785
Retained earnings
          4,886      4,679           4,732      4,255
Other reserves
          524      314           301      524
Total shareholders’ equity
          15,934      15,524           16,053      15,303
Non-controlling interests
     37      150      135      32        152      150
Total equity
          16,084      15,659           16,205      15,453
Total liabilities and equity
          303,142      281,406           314,765      302,511
(1) Restated to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1.
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 2227 February ~~2017~~2018 and signed on its behalf by:

Nathan Bostock Antonio Roman
Chief Executive Officer Chief Financial Officer
Company Registered Number: 2294747
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~~Company Registered Number: 2294747~~Santander UK plc    145


~~174~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ Annual Report 2017 on Form 20-F | Financial statements
~~financial statements~~


~~CONSOLIDATED CASH FLOW STATEMENT~~Consolidated Cash Flow Statement
For the years ended 31 December

     Notes
2016
£m

2015
£m

2014
£m
     Notes      2017
£m    2016
£m    2015
£m
Cash flows from operating activities

Profit for the year
          1,319      964      1,110
Profit after tax
          1,256    1,319    964
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
Non-cash items included in profit:

– Depreciation and amortisation
          354    322    295
– Amortisation of premiums on debt securities
          22    29    67
– Provisions for other liabilities and charges
          393    397    762
– Impairment losses
          257    132    156
– Corporation tax charge
          561    598    381
– Othernon-cash items
          (230 )    (628 )    151
– Pension charge for defined benefit pension schemes
          32    26    29
          1,389    876    1,841
Net change in operating assets and liabilities:

– Cash and balances at central banks
          (25 )    (30 )    (22 )
– Trading assets
          (941 )    (2,049 )    (4,237 )
– Derivative assets
          5,529    (4,560 )    2,110
– Financial assets designated at fair value
          25    257    480
– Loans and advances to banks and customers
          (1,832 )    (2,265 )    (7,789 )
– Other assets
          (246 )    (121 )    (532 )
– Deposits by banks and customers
          10,900    14,434    9,399
– Derivative liabilities
          (5,490 )    1,595    (1,224 )
– Trading liabilities
          15,017    2,837    (2,606 )
– Financial liabilities designated at fair value
          717    336    27
– Debt securities in issue
          132    409    (1,166 )
– Other liabilities
          (1,397 )    1,589    (138 )
          22,389    12,432    (5,698 )
Corporation taxes paid
          (507)      (419)      (149)           (484 )    (507 )    (419 )
Effects of exchange rate differences
          3,885      (585)      (613)           (574 )    3,885    (585 )
Net cash flows from operating activities
     38      18,005      (3,897)      (5,533)           23,976    18,005    (3,897 )
Cash flows from investing activities

Investments in other entities
     21      -      (109)      -      19      –    –    (109 )
Proceeds from disposal of subsidiaries
     21      149      -      -
Proceeds from disposal of subsidiaries⁽¹⁾
          –    149    –
Purchase of property, plant and equipment and intangible assets
     22, 23      (374)      (356)      (506)           (542 )    (374 )    (356 )
Proceeds from sale of property, plant and equipment and intangible assets
          65      40      71           52    65    40
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)      -      -
Purchase of financial investments
          (726 )    (9,539 )    (2,021 )
Proceeds from sale and redemption of financial investments
          2,032    2,359    1,928
Net cash flows from investing activities
          (7,340)      (518)      (4,145)           816    (7,340 )    (518 )
Cash flows from financing activities

Issue of AT1 Capital Securities
     36      -      750      800      31      500    –    750
Issuance costs of AT1 Capital Securities
          -      -      -           (4 )    –    –
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)
Issue of debt securities and subordinated notes
          6,645    5,547    13,267
Issuance costs of debt securities and subordinated notes
          (15 )    (17 )    (33 )
Repayment of debt securities and subordinated notes
          (13,763 )    (11,352 )    (16,098 )
Repurchase of preference shares and other equity instruments
     31      –    (7 )    (99 )
Dividends paid on ordinary shares
     10      (419)      (575)      (447)      10      (829 )    (419 )    (575 )
Dividends paid on other equity instruments
     10      (128)      (126)      (40)
Dividends paid on preference shares and other equity instruments
          (152 )    (128 )    (126 )
Dividends paid on non-controlling interests
     10      (12)      -      -           (19 )    (12 )    –
Net cash flows from financing activities
          (6,388)      (2,914)      (361)           (7,637 )    (6,388 )    (2,914 )
Change in cash and cash equivalents
          4,277      (7,329)      (10,039)           17,155    4,277    (7,329 )
Cash and cash equivalents at beginning of the year
          20,351      27,363      37,179           25,705    20,351    27,363
Effects of exchange rate changes on cash and cash equivalents
          1,077      317      223           (634 )    1,077    317
Cash and cash equivalents at the end of the year
     38      25,705      20,351      27,363           42,226    25,705    20,351
Cash and cash equivalents consist of:

Cash and balances at central banks
          32,771    17,107    16,842
Less: regulatory minimum cash balances
          (395 )    (370 )    (340 )
          32,376    16,737    16,502
Net trading and other cash equivalents
          5,953    6,537    2,068
Netnon-trading other cash equivalents
          3,897    2,431    1,781
Cash and cash equivalents at the end of the year
          42,226    25,705    20,351
(1) 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.
The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

~~Santander UK plc~~    ~~175~~
146     Santander UK plc
~~Annual Report 2016~~
~~Financial~~
> Primary financial statements


~~CONSOLIDATED STATEMENT OF CHANGES IN EQUITY~~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
Other reserves
Share
capital
£m Share
premium
£m
Other
equity
instruments
£m
Available-
for-sale
£m
Cash flow
hedging
£m
Currency
translation
£m Retained
earnings⁽¹⁾⁽³⁾
£m Total
£m Non-
controlling
interests
£m Total
£m
At 1 January 2017
3,119 5,620 1,785 48 471 5 4,255⁽² ⁾ 15,303 150 15,453
Profit after tax
– – – – – – 1,235 1,235 21 1,256
Other comprehensive income, net of tax:

–Available-for-sale securities
– – – 20 – – – 20 – 20
– Cash flow hedges
– – – – (243 ) – – (243 ) – (243 )
– Pension remeasurement
– – – – – – (77 ) (77 ) – (77 )
– Own credit adjustment
– – – – – – (22 ) (22 ) – (22 )
Total comprehensive income
– – – 20 (243 ) – 1,136 913 21 934
Issue of AT1 Capital Securities
– – 496 – – – – 496 – 496
Dividends on ordinary shares
– – – – – – (553 ) (553 ) – (553 )
Dividends on preference shares and other equity instruments
– – – – – – (152 ) (152 ) – (152 )
Dividends onnon-controlling interests
– – – – – – – – (19 ) (19 )
Tax on other equity instruments
– – – – – – 46 46 – 46
At 31 December 2017
3,119 5,620 2,281 68 228 5 4,732 16,053 152 16,205

At 1 January 2016
3,119 5,620 1,792 52 254 8 4,048 14,893 135 15,028
Profit after tax
– – – – – – 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
– – – – – – (395 ) (395 ) – (395 )
– Currency translation on foreign operations
– – – – – (3 ) – (3 ) – (3 )
Total comprehensive income
– – – (4 ) 217 (3 ) 897 1,107 27 1,134
Repurchase of other equity instruments
– – (7 ) – – – – (7 ) – (7 )
Dividends on ordinary shares
– – – – – – (593 ) (593 ) – (593 )
Dividends on preference shares and other equity instruments
– – – – – – (128 ) (128 ) – (128 )
Dividends onnon-controlling interests
– – – – – – – – (12 ) (12 )
Tax on other equity instruments
– – – – – – 31 31 – 31
At 31 December 2016
3,119 5,620 1,785 48 471 5 4,255 15,303 150 15,453

At 1 January 2015
3,119 5,620 1,125 (2 ) 262 13 3,425 13,562 – 13,562
Profit after tax
– – – – – – 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
– – – – – – 229 229 1 230
– Currency translation on foreign operations
– – – – – (5 ) – (5 ) – (5 )
Total comprehensive income
– – – 54 (8 ) (5 ) 1,168 1,209 26 1,235
Acquisition of subsidiary
– – – – – – – – 109 109
Issue of AT1 Capital Securities
– – 750 – – – – 750 – 750
Repurchase of preference shares and other equity instruments
– – (83 ) – – – (16 ) (99 ) – (99 )
Dividends on ordinary shares
– – – – – – (427 ) (427 ) – (427 )
Dividends on preference shares and other equity instruments
– – – – – – (126 ) (126 ) – (126 )
Tax on other equity instruments
– – – – – – 24 24 – 24
At 31 December 2015
3,119 5,620 1,792 52 254 8 4,048 14,893 135 15,028
(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.
(1) Includes capital redemption reserve of £nil (2016: £nil, 2015: £21m) arising from the purchase of £300m fixed/floating rate non-cumulative callable preference shares in 2017, 2016 and 2015.
(2) The impact of the early adoption of IFRS 9 requirements for the presentation of gains and losses on such financial liabilities relating to own credit in other comprehensive income as described in Note 1, was £18m (net of tax).
(3) Restated to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1.
The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements.

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~~176~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ Annual Report 2017 on Form 20-F | Financial statements
~~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.~~This page left intentionally blank
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 Bostock~~148 ~~Antonio Roman~~
    ~~Chief Executive Officer~~ ~~Chief Financial Officer~~
~~Company Registered Number: 2294747~~     Santander UK plc
~~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 financial
~~Notes to the~~
~~Audit report~~ statements
~~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~~This page left intentionally blank

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150     Santander UK plc
> Notes to the 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 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.~~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, 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 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 (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, and IAS 1 ‘Presentation of Financial Statements’ relating to objectives, policies and processes for managing capital, can be found in the Risk review which form an integral part of these financial statements.
The Santander UK group designates certain financial liabilities at fair value through profit or loss where they contain embedded derivatives or where associated derivatives used to economically hedge the risk are held at fair value. Following the endorsement of IFRS 9 ‘Financial Instruments’ by the EU in December 2016, the Santander UK group has elected to early apply from 1 January 2017 the requirements for the presentation of gains and losses on such financial liabilities relating to own credit in other comprehensive income without applying the other requirements in IFRS 9. The cumulative own credit adjustment component of the cumulative fair value adjustment on financial liabilities designated at fair value through profit or loss was £18m (net of tax) and is included in opening retained earnings.
Change in accounting policy
During the year, management changed the accounting policy for business combinations between entities under common control. Previously, the Santander UK group applied acquisition accounting under IFRS 3 where the acquisition was for cash consideration. Where the acquisition was for non-cash consideration, the acquisition was accounted for in a manner consistent with group reconstruction relief under the UK GAAP (merger accounting). Management has elected to account for all business combinations between entities under common control at their book values in the acquired entity by including the acquired entity’s results from the date of the business combinations and not restating comparatives. Management believes changing to this basis of accounting is more relevant to accounting for business combinations between entities under common control. Applying acquisition accounting to such transactions where all of the businesses are ultimately controlled by the same party both before and after the business combinations is seen as being less relevant as there are no parties external to Banco Santander SA. For the Santander UK group, the effect of changing the accounting policy is to reduce goodwill by £631m and reduce retained earnings by the same amount, this amount representing the difference between the purchase price and the aggregate book value of the assets and liabilities of Santander Cards Limited, Santander Cards (UK) Limited (and its subsidiaries), Santander Cards Ireland Limited and Santander Consumer (UK) plc, which were acquired from Banco Santander SA in 2010. Each of the comparative periods presented has been restated to reflect the change in accounting policy. The application of the change in accounting policy did not result in any material change to the accounting for the acquisition of Alliance & Leicester plc from Banco Santander SA in 2009.
Future accounting developments
~~The~~As at 31 December 2017, 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 International Accounting Standards Board (IASB) approved IFRS 9 to replace IAS 39 ‘Financial Instruments: Recognition and Measurement’.
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~~liabilities:: 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. These factors determine whether the financial assets are measured at amortised cost, fair value through other comprehensive income or fair value through profit or loss. For many financial assets, the classification and measurement outcomes ~~will be~~are 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~~For the ~~analysis performed to date,~~ Santander UK ~~generally expects:~~group:
-– The vast majority of financial assets which are classified as loans and receivables or held-to-maturity investments under IAS 39 (including certain debt securities) will be continue to be measured at amortised cost under IFRS 9;
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Annual Report 2017 on Form 20-F | Financial statements
– 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.
~~180~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
~~Impairment~~Impairment:: IFRS 9 introduces fundamental changes to the impairment of financial assets measured at amortised cost or at fair value through other comprehensive income, lease receivables and certain commitments to extend credit and financial guarantee contracts. It is no longer necessary for losses to be incurred before credit losses are recognised. Instead, under IFRS 9, an entity always accounts for expected credit losses (ECLs), and any changes in those ECLs. 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. The estimate of ECLs, should reflect an unbiased and probability-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.
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 to be allocated 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 credit risk has occurred since initial recognition involves the application of both quantitative measures and qualitative factors, requires management judgement and is a key aspect of the IFRS 9 methodology.
Hedge accounting: The general hedge accounting requirements align more closely with risk management practices and establish a more principle-based approach thereby allowing hedge accounting to be applied to a 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~~has decided to continue IAS 39 hedge ~~accounting. No~~accounting and consequently, there are no changes ~~are currently~~ being implemented to hedge accounting policies and practices.
~~Transition:~~Transition and impact: IFRS 9 has been endorsed for use in the European 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 the Santander UK group, the application of IFRS 9 decreases shareholders’ equity at 1 January 2018 by £192m (net of tax), comprised of a £49m decrease arising from the application of the new classification and measurement requirements for financial assets (as explained above), and a c£211m decrease arising from the application of the new ECL impairment methodology, these amounts being partially offset by the recognition of a deferred tax asset of £68m.
These impacts take into account the narrow-scope amendments made to IFRS 9 by the IASB in October 2017 entitled ‘Prepayment Features with Negative Compensation (Amendments to IFRS 9)’. These amendments which are not effective until annual periods beginning ~~before~~on or after 1 January ~~2018, an entity may elect~~2019 can be adopted early. The amendments permit some prepayable financial assets with negative compensation to be measured at amortised cost that, but for the amendment, would have been measured at fair value through profit or loss. Negative compensation arises where the contractual terms permit the borrower to prepay the instrument before its contractual maturity, but the prepayment amount could be less than unpaid amounts of principal and interest. To qualify for amortised cost measurement, the negative compensation must be “reasonable compensation” for early termination of the contract. The amendments are awaiting EU endorsement.
As referred to in the ‘Compliance with International Financial Reporting Standards’ section above, the Santander UK group elected to early apply ~~only~~from 1 January 2017 the requirements for the presentation of gains and losses on certain financial liabilities ~~designated at fair value through profit or loss. Santander UK has not elected to early apply the revised presentation of fair value gains and losses~~ relating to ~~its~~ own credit ~~risk~~in other comprehensive income. This presentational change had no impact on ~~such liabilities in these Consolidated Financial Statements but may elect to apply this presentation in 2017. Santander UK is assessing the likely impacts~~shareholders’ equity.
152     Santander UK plc
> Notes to the financial statements
Recommendations 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 practicableEnhanced Disclosure Task Force (EDTF) with respect to ~~quantify the effect of IFRS 9 in these Consolidated Financial Statements.~~Expected Credit Losses
~~With reference to the impairment under IFRS 9, the~~The following additional information is provided in accordance with the recommendations of the ~~Enhanced Disclosure Task Force (EDTF) published~~EDTF 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.
a) How Santander UK interprets and ~~intends~~expects to apply the key principles within an ECL approach
In forecasting ECLs under IFRS 9, Santander UK ~~is leveraging~~has leveraged 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~~have been incorporated into a new modelling framework developed for IFRS 9, 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 ability to forecast beyond 12 months is further 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~~(after making allowance for early redemptions).
The calculation of ECL is 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 ~~fact that~~purpose of moving exposures between stages, will incorporate a ~~proportion~~number of ~~loans will redeem early).~~
~~Santander UK plc~~    ~~181~~
~~Annual Report 2016~~
~~Financial statements~~
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.
For each term ~~loans~~loan 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~~probability-weighted ECL value.
b) Santander UK’s governance processes over ECL
A separate IFRS 9 Steering Group, was set up to manage the implementation of IFRS 9. With respect to ECL, a number of cross-functional working groups were mobilised to opine and make proposals on model design and integration, technical accounting and implementation. Approvals and ratification were sought at a series of Management Committees and Forums, whilst key risks, assumptions, issues, and dependencies, aligned to material portfolios/key design considerations, have been tracked at the Steering Group.
ECL impairment models are sensitive to changes in credit conditions, and reflect various management judgements that give rise to measurement uncertainty. The governance framework for generating and reviewing the scenarios and weights ~~will be similar to the current~~leverages Santander UK’s existing 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~~following fora review provision drivers and ensure that management ~~judgments, etc., will also be similar to existing Santander UK governance processes.~~judgements remain appropriate:
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~~The Model Risk Control Forum, which reviews and ~~modelling methodology;~~approves required changes to ECL models;
– 2. ~~An independent model validation team undertake a separate validation exercise, as per~~The Asset and Liability Committee is responsible for reviewing and approving the ~~existing model governance process;~~economic scenarios and probability weights used to calculate forward-looking scenarios;
– 3. The ~~models~~Credit Provisions Forum reviews management judgements and ~~interpretations are assessed to ensure technical accounting compliance with the standard;~~approves IFRS 9 ECL impairment allowances; and
– 4. ~~Business analysts prepare design~~The Board Audit Committee reviews and ~~functional specifications, which form~~challenges the ~~basis~~appropriateness of the ~~model build~~estimates and ~~processing framework, and undertake unit, functional and acceptance testing in preparation for go live implementation.~~judgements made by management.
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 have 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.
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Whilst still under consideration, we do not anticipate significant changes in the governance processes for impairment with the exception of the need to approve the economic scenarios and weights used in generating forward looking ECLs.
Annual Report 2017 on Form 20-F | Financial statements

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 a principles-based approach for revenue recognition and introduces the ~~principles that shall be applied in connection with~~concept of recognising 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~~performance obligations as they are satisfied. Revenue relating to lease contracts, insurance contracts and financial instruments ~~and certain non-monetary exchanges. It~~ is ~~expected that a significant proportion of the Santander UK group’s revenue will be~~ outside the scope of IFRS 15. ~~The impact~~For Santander UK group’s fee and commission income, which is within the scope of the standard, income is ~~currently being assessed, however, it is not yet practicable to quantify~~recognised as services are provided and this continues under the ~~effect~~performance obligation approach in IFRS 15. There have been no significant changes in the recognition of in scope income and, consequently, IFRS 15 ~~on these Consolidated Financial Statements.~~has no material impact for the Santander UK group.

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,~~and it is not yet practicable to quantify the effect of IFRS 16 on these Consolidated Financial Statements. Details of existing operating lease commitments in respect of leases where the Santander UK group is lessee and that are likely to come on the balance sheet under IFRS 16 are set out in Note 29.
~~182~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit 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:
  -– The size of the Company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders
  -– Potential voting rights held by the Company, other vote holders or other parties
  -– Rights arising from other contractual arrangements
  -– Any 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~~Business combinations between entities under common control ~~i.e.~~(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~~transactions under IFRS. The Santander UK group elects to account for ~~transactions~~business combinations between entities under common control ~~for cash consideration~~at their book values in ~~a manner consistent with~~ the ~~approach under IFRS 3R, unless~~acquired entity by including the ~~transaction represents a reorganisation~~acquired entity’s results from the date of the business combination and not restating comparatives. Reorganisations of entities within the Santander UK group ~~in which case the transaction is~~are 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).their book values.
Interests in subsidiaries are eliminated during the preparation of the Consolidated Financial Statements. Interests in subsidiaries in the Company unconsolidated financial statements are held at cost subject to 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 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. When the Santander UK group’s share of losses of a joint venture exceed the Santander UK group’s interest in that 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 joint venture.

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~~Financial statements~~
> Notes to the 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 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.
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 or 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.
~~184~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~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 scheme is a pension scheme 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 scheme 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.
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a) Defined benefit schemes
The asset or liability recognised in respect of defined benefit pension schemes is the present value of the defined benefit obligation at the balance sheet date, less the fair value of ~~plan~~scheme 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~~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~~the yield 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,~~life expectancy, inflation, discount rates, pension increases and earnings growth, based on past ~~experience.~~experience and future expectations. Financial assumptions are based on market conditions at the balance sheet date and can generally be derived objectively.
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~~(arising from changes in ~~financial~~demographic assumptions, the impact of scheme experience and changes in ~~actuarial assumptions~~financial 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 scheme 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 scheme, or amendments to the terms of the scheme 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. 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 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-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.
156     Santander UK plc
> Notes to the financial statements
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 investment 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.
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 (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.
~~186~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
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 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-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-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 assets and financial liabilities are classified as held for trading if they are derivatives or if they are acquired or incurred principally for the purpose of selling or repurchasing in the 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.~~statement except for gains and losses on financial liabilities designated at fair value through profit and loss relating to own credit which are presented in other comprehensive income.
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.
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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-maturity investments
Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturities that the 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 incremental transaction costs and measured subsequently at amortised cost, using the effective interest method, less any provision 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 available-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. The 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 profit 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 One gain or loss), being the difference between the transaction price and the fair value. When significant unobservable parameters are used, the entire Day 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.
158     Santander UK plc
> Notes to the financial statements
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.
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 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 macro hedge of interest rate risk and recognised in the income statement within net 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.
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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.
~~Santander UK plc~~    ~~189~~
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Impairment of financial assets
At each balance sheet date the Santander UK group assesses whether there is objective evidence that a financial asset or group of financial assets is impaired. A financial asset or a group of financial assets is impaired and impairment losses are incurred only if there is objective evidence of impairment as a result of one or more events that occurred after the initial recognition of the asset (a ‘loss event’) and that loss event (or events) has an impact on the estimated 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 and 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 is the current effective interest rate determined under the contract.
If, in a subsequent period, the amount of the impairment loss decreases 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 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:
  -– Missed payments of capital or interest
  -– The borrower notifying the Santander UK group of current or likely financial distress
  -– Request from a borrower to change contractual terms as a result of the borrower’s financial difficulty (i.e. forbearance)
  -– Arrears 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.
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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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.
Retail assets
Mortgages
The main types of forbearance offered are capitalisation or a term extension, 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-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.
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> Notes to the financial statements
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’.
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 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 asset.
c) Assets 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-tax basis. The recoverable amounts of goodwill have been based on value in use calculations.
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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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Santander UK plc 163
Annual Report 2017 on Form 20-F | Financial statements
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.
~~194~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
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~~
164     Santander UK plc
~~Annual Report 2016~~
~~Financial statements~~
> Notes to the financial statements


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.
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 ~~2016,~~2017, impairment allowances held against loans and advances to customers totalled ~~£989m (2015: £1,157m, 2014: £1,439m)~~£940m (2016: £921m). The net impairment loss (i.e. after recoveries) for loans and advances to customers recognised in ~~2016~~2017 was £203m (2016: £67m, ~~(2015: £66m, 2014: £258m)~~2015: £66m). 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 £162m (2016: £193m, ~~(2015: £221m, 2014: £471m)~~2015: £221m), with a consequential increase in profit before tax, or increased by £229m (2016: £223m, ~~(2015: £167m, 2014: £212m)~~2015: £167m), with a consequential decrease in profit before tax.
b) Provision for conduct remediation
The provision charge for conduct remediation relating to past activities and products sold recognised in ~~2016~~2017 was ~~a charge~~£144m (2016: £146m, 2015: £500m) before tax, comprising charges for Payment Protection Insurance (PPI) of ~~£146m (2015: charge~~£109m (2016: £144m, 2015: £450m) and other products of ~~£500m, 2014: charge of £140m) before tax.~~£35m (2016: £2m, 2015: £50m). The balance sheet provision amounted to £403m (2016: £493m, ~~(2015: £637m, 2014: £291m).~~2015: £637m), of which £356m (2016: £457m, 2015: £465m) related to PPI. Detailed disclosures on the provision for conduct remediation can be found in Note ~~33.~~27.
The provision mainly represents management’s best estimate of ~~the anticipated costs~~Santander UK’s future liability in respect of ~~related customer contact and/or redress, including related costs.~~mis-selling of PPI policies. 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.
The most critical factor in determining the level of PPI provision is the volume of claims. The uphold rate is informed by historical experience 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 ~~case of conduct risk, projects where significant progress has been made in terms of customer communications sent, complaints~~provision, management estimated the total claims that were likely to be 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.until August 2019.
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.~~27.
c) Pensions
The Santander UK group operates a number of defined benefit pension schemes as described in Note 3428 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 ~~£398m (2015: surplus of £556m)~~£449m (2016: £398m) and the defined benefit pension schemes which were in a net liability position had a deficit of ~~£262m (2015: deficit of £110m)~~£286m (2016: £262m).
Accounting for defined benefit pension schemes requires management to make assumptions principally about the discount rate adopted, but also about mortality, price inflation, 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~~the inflation rate was ~~also moved~~changed to better reflect management’s view of inflation expectations. At 31 December 2017 this had a ~~scheme cash flow derived inflation to bring consistency with~~negative impact on the ~~discount rate.~~accounting surplus of £125m.
Detailed disclosures on the current year service cost and 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.~~28.
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Santander UK plc 165


~~196~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ Annual Report 2017 on Form 20-F | Financial statements
~~financial statements~~


2. SEGMENTS
The principal activity of the Santander UK group is financial ~~services.~~services, predominantly in the United Kingdom. The Santander UK group’s business is managed and reported on the basis of the following segments:
- ~~Retail Banking~~
- ~~Commercial Banking~~
- ~~Global Corporate Banking~~
- ~~Corporate Centre.~~
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 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 through a network of branches and ATMs, as well as through telephony, digital and intermediary channels. Retail Banking ~~also serves~~includes business banking customers, small businesses with an annual turnover of up to £6.5m, ~~via business banking as well as~~and Santander Consumer Finance, predominantly a vehicle finance business. ~~Its main products are residential mortgage loans, savings and current accounts, credit cards and personal loans as well as insurance policies.~~
– - Commercial Banking offers a wide range of products and financial services ~~to customers through~~provided by relationship teams that are based in a network of regional ~~CBCs~~Corporate Business Centres (CBCs) and through telephony and digital channels. The management of our customers is organised across two relationship ~~teams—~~teams - the Regional Corporate Bank (RCB) that covers non-property backed trading businesses that are UK domiciled with annual turnover ~~from~~above £6.5m ~~to £500m~~ and Specialist Sector Groups (SSG) that cover real estate, social 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.~~
– - Global Corporate Banking services corporate clients with a turnover of £500m and above per annum and financial ~~institutions, as well as supporting the rest of Santander UK’s business segments. Global Corporate Banking~~institutions. GCB 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 markets finance and specialist trade finance ~~solutions.~~solutions, as well as providing support to the rest of Santander UK’s business segments.
– - 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.
The 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 basis of presentation in this Annual Report has been changed, and the prior periods restated to reflect a change in the internal transfer of revenues and costs from Corporate Centre to the three customer business segments. This enables a more targeted apportionment of capital and other resources in line with the strategy of each segment.
The segmental information below is presented in a manner consistent with the internal reporting provided to the committee which is responsible for allocating resources and assessing performance of the operating segments and has been identified as the chief operating decision maker. The segmental information 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 net interest income is relied on primarily to assess the performance of the segment and to make decisions regarding allocation of segmental resources.
~~Geographical information~~

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.
Results by segment

~~Santander UK plc~~    ~~197~~

2017      Retail
Banking
£m
Commercial
Banking
£m
   Global
Corporate
Banking
£m    Corporate
Centre
£m    Total
£m
Net interest income
     3,302    395    74    32    3,803
Non-interest income
     615    74    364    56    1,109
Total operating income
     3,917    469    438    88    4,912
Operating expenses before impairment losses, provisions and charges
     (1,871 )    (223 )    (304 )    (101 )    (2,499 )
Impairment (losses)/releases on loans and advances
     (36 )    (13 )    (174 )    20    (203 )
Provisions for other liabilities and charges
     (342 )    (55 )    (11 )    15    (393 )
Total operating impairment losses, provisions and (charges)/releases
     (378 )    (68 )    (185 )    35    (596 )
Profit/(loss) before tax
     1,668    178    (51 )    22    1,817
Revenue from external customers
     4,505    631    506    (730 )    4,912
Inter-segment revenue
     (588 )    (162 )    (68 )    818    –
Total operating income
     3,917    469    438    88    4,912
Customer loans
     168,991    19,391    6,037    5,905    200,324
Total assets⁽¹⁾
     174,524    19,391    51,078    69,772    314,765
Customer deposits
     149,315    18,697    4,546    3,363    175,921
Total liabilities
     150,847    18,697    45,603    83,413    298,560

~~Annual Report 2016~~
~~Financial statements~~
(1) Includes customer loans, net of impairment loss allowances.

166     Santander UK plc
> Notes to the financial statements


~~Results by segment~~

2016
Retail
Banking
£m

Commercial
Banking
£m

Global
Corporate
Banking
£m

Corporate
Centre
£m

Total
£m
     Retail
Banking⁽²⁾£m
Commercial
Banking
£m
   Global
Corporate
Banking
£m    Corporate
Centre
£m    Total
£m
Net interest income/(expense)
     3,153      405      81      (57)      3,582      3,140    383    73    (14 )    3,582
Non-interest income
     580      84      320      229      1,213      562    76    312    263    1,213
Total operating income
     3,733      489      401      172      4,795      3,702    459    385    249    4,795
Operating expenses before impairment losses, provisions and (charges
     (1,800)      (215)      (280)      (119)      (2,414)
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)      (20 )    (29 )    (21 )    3    (67 )
Provisions for other liabilities and charges
     (338)      (26)      (12)      (21)      (397)      (338 )    (26 )    (12 )    (21 )    (397 )
Total operating impairment losses, provisions and charges
     (358)      (55)      (33)      (18)      (464)      (358 )    (55 )    (33 )    (18 )    (464 )
Profit before tax
     1,575      219      88      35      1,917      1,544    189    72    112    1,917
Revenue from external customers
     4,369      644      466      (684)      4,795      4,369    644    466    (684 )    4,795
Inter-segment revenue
     (636)      (155)      (65)      856      -      (667 )    (185 )    (81 )    933    –
Total operating income
     3,733      489      401      172      4,795      3,702    459    385    249    4,795
Customer loans
     168,638      19,381      5,659      6,478      200,156      168,638    19,381    5,659    6,478    200,156
Total assets⁽¹⁾
     175,731      19,381      39,777      68,253      303,142      175,100    19,381    39,777    68,253    302,511
Customer deposits
     148,063      17,203      4,054      3,031      172,351      148,063    17,203    4,054    3,031    172,351
Total liabilities
     149,793      17,203      36,506      83,556      287,058      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⁾

2015

Net interest income
     3,077      368      72      58      3,575      3,097    399    52    27    3,575
Non-interest income
     536      94      307      61      998      526    91    303    78    998
Total operating income
     3,613      462      379      119      4,573      3,623    490    355    105    4,573
Operating expenses before impairment losses, provisions and (charges)/releases
     (1,898)      (217)      (287)      2      (2,400)      (1,898 )    (217 )    (287 )    2    (2,400 )
Impairment (losses)/releases on loans and advances
     (90)      (25)      13      36      (66)      (90 )    (25 )    13    36    (66 )
Provisions for other liabilities and (charges)/releases
     (728)      (23)      (14)      3      (762)      (728 )    (23 )    (14 )    3    (762 )
Total operating impairment losses, provisions and (charges)/releases
     (818)      (48)      (1)      39      (828)      (818 )    (48 )    (1 )    39    (828 )
Profit before tax
     897      197      91      160      1,345      907    225    67    146    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
Revenue/(charges) from external customers
     4,529    626    437    (1,019 )    4,573
Inter-segment revenue
     (1,020)      (168)      (57)      1,245      -      (906 )    (136 )    (82 )    1,124    –
Total operating income
     3,610      359      375      126      4,470      3,623    490    355    105    4,573
Customer loans
     161,005      16,147      5,224      8,276      190,652      167,093    18,680    5,470    7,391    198,634
Total assets⁽¹⁾
     165,920      16,147      38,301      55,609      275,977      173,479    18,680    36,593    52,023    280,775
Customer deposits
     132,946      11,965      2,325      5,174      152,410      140,358    15,076    3,013    3,808    162,255
Total liabilities
     135,903      11,965      36,359      77,557      261,784      143,157    15,076    32,290    75,224    265,747
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.~~Restated to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1.
~~(3)~~ ~~Restated. For discussion see Note 46~~
~~198~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
3. NET INTEREST INCOME


                     Group      Group

2016
£m

2015
£m

2014
£m
     2017
£m    2016
£m    2015
£m
Interest and similar income:

Loans and advances to banks
     127      115      141      184    127    115
Loans and advances to customers
     6,198      6,491      6,548      5,494    6,198    6,491
Other interest-earning financial assets
     142      89      108
Other
     227    142    89
Total interest and similar income
     6,467      6,695      6,797      5,905    6,467    6,695
Interest expense and similar charges:

Deposits by banks
     (56)      (63)      (81)      (46 )    (56 )    (63 )
Deposits by customers
     (1,891)      (1,979)      (2,072)      (1,330 )    (1,891 )    (1,979 )
Debt securities in issue
     (771)      (926)      (1,032)      (590 )    (771 )    (926 )
Subordinated liabilities
     (143)      (138)      (151)      (134 )    (143 )    (138 )
Other interest-bearing financial liabilities
     (24)      (14)      (27)
Other
     (2 )    (24 )    (14 )
Total interest expense and similar charges
     (2,885)      (3,120)      (3,363)      (2,102 )    (2,885 )    (3,120 )
Net interest income
     3,582      3,575      3,434      3,803    3,582    3,575
Interest and similar income includes £66m (2016: £79m, ~~(2015: £81m, 2014: £103m)~~2015: £81m) on impaired loans.
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Santander UK plc 167
Annual Report 2017 on Form 20-F | Financial statements
4. NET FEE AND COMMISSION INCOME


                     Group      Group

2016
£m

2015
£m

2014
£m
     2017
£m    2016
£m    2015
£m
Fee and commission income:

Retail and corporate products
     1,123      1,043      1,021      1,167    1,123    1,043
Insurance products
     65      72      74      55    65    72
Total fee and commission income
     1,188      1,115      1,095      1,222    1,188    1,115
Fee and commission expense:

Retail and corporate products
     (408)      (392)      (349)      (406 )    (408 )    (392 )
Other
     (10)      (8)      (7)      (9 )    (10 )    (8 )
Total fee and commission expense
     (418)      (400)      (356)      (415 )    (418 )    (400 )
Net fee and commission income
     770      715      739      807    770    715
5. NET TRADING AND OTHER INCOME


                     Group      Group

2016
£m

2015
£m

2014
£m
     2017
£m    2016
£m    2015
£m
Net trading and funding of other items by the trading book
     75      252      310      205    75    252
Net income from operating lease assets
     35      46      42      44    35    46
Net gains on assets designated at fair value through profit or loss
     253      33      267      80    253    33
Net gains/(losses) on liabilities designated at fair value through profit or loss
     28      (65)      (123)
Net (losses)/gains on liabilities designated at fair value through profit or loss
     (97 )    28    (65 )
Net (losses)/gains on derivatives managed with assets/liabilities held at fair value through profit or loss
     (135)      26      (203)      (17 )    (135 )    26
Hedge ineffectiveness
     28      (20)      (12)      5    28    (20 )
Net profit on sale of available-for-sale assets
     115      -      -      54    115    –
Other
     44      11      16      28    44    11
     443      283      297      302    443    283
‘Net trading and funding of other items by the trading book’ includes fair value losses of £27m (2016: £50m, ~~(2015: £5m, 2014: £22m)~~2015: £5m) 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 £28m (2016: £51m, ~~(2015: £7m, 2014: £24m)~~2015: £7m). 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:~~(2016: £1m, 2015: £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 inIn 2017, ‘Net profit on sale of available-for-sale assets’. includes a gain of £48m in respect of the sale of Vocalink shares. In 2016, ‘Net profit on sale of available-for-sale assets’ included the gain of £119m in respect of the sale of Visa shares.
In September 2017, as part of a capital management exercise, we purchased 91% of the 7.375% 20 Year Step-up perpetual callable subordinated notes. In May 2016, as part of a liability management exercise, certain debt instruments were purchased pursuant to a tender offer. ~~This~~These 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.~~
~~Santander UK plc~~    ~~199~~
~~Annual Report 2016~~
~~Financial statements~~
Exchange rate differences recognised in the Consolidated Income Statement on items not at fair value through profit or loss were £109m expense (2016: £4,051m expense, ~~(2015:~~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 £94m income (2016: £4,076m income, ~~(2015:~~2015: £305m ~~expense, 2014: £427m~~ expense) as set out in the Consolidated Statement of Comprehensive Income, which are also presented in ~~‘net~~‘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

2016
£m

2015
£m

2014
£m

Staff costs:

Wages and salaries
     728      723      689
Performance-related payments
     157    �� 163      169
Social security costs
     94      92      90
Pensions costs: - defined contribution plans
     52      50      52
                     - defined benefit plans
     26      29      (204)
Other share-based payments
     3      (5)      6
Other personnel costs
     62      63      58
     1,122      1,115      860
Other administration expenses:

Information technology expenses
     322      351      430
Property, plant and equipment expenses
     173      176      189
Other
     475      463      436
     970      990      1,055
Depreciation, amortisation and impairment:

Depreciation and impairment of property, plant and equipment
     201      254      221
Amortisation and impairment of intangible assets
     121      41      261
     322      295      482
     2,414      2,400      2,397

     Group
     2017
£m      2016
£m      2015
£m
Staff costs:

Wages and salaries
     743      728      723
Performance-related payments
     157      157      163
Social security costs
     93      94      92
Pensions costs – defined contribution plans
     54      52      50
                          – defined benefit plans
     32      26      29
Other share-based payments
     10      3      (5 )
Other personnel costs
     45      62      63
     1,134      1,122      1,115
Other administration expenses
     1,011      970      990
Depreciation, amortisation and impairment
     354      322      295
     2,499      2,414      2,400
168     Santander UK plc
> Notes to the financial statements
Staff costs
~~’Performance-related~~‘Performance-related payments’ include bonuses paid in the form of cash and share awards granted under the Long-Term Incentive ~~Plan, as described in Note 40.~~Plan. Included in this are the Santander UK group’s equity-settled share-based payments, none of which related to option-based schemes. These are disclosed in the table below as ‘Shares award’.
‘Other share-based payments’ consist of options granted under the Employee Sharesave scheme which comprise the Santander UK group’s cash-settled share-based payments. Further details can be found in Note 34. Performance-related payments above include amounts related to deferred performance awards as follows:

     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      Costs recognised in 2017    Costs expected to be recognised in 2018 or later
     £m      £m      £m      £m      £m      £m
        Arising from
awards in
current year
£m

      Arising from
awards in
prior year
£m

    Total
£m

Arising from
awards in
current year
£m

    Arising from
awards in
prior year
£m

                Total
£m
Cash
     4      11      15      12      6      18      5 8      13    10 7      17
Shares
     3      10      13      7      7      14      3 13      16    8 10      18
     7      21      28      19      13      32      8 21      29    18 17      35
The following table shows the amount of bonus awarded to employees for the performance year ~~2016.~~2017. 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

2016
£m

2015
£m

2016
£m

2015
£m

2016
£m

2015
£m

Cash award - not deferred
     118      126      -      -      118      126
- deferred
     15      16      18      15      33      31
Shares award - not deferred
     11      9      -      -      11      9
- deferred
     13      12      14      17      27      29
Total discretionary bonus
     157      163      32      32      189      195
Expenses charged in the year       Expenses deferred to future periods     Total

2017
£m

2016
£m

2017
£m

2016
£m

2017
£m

2016
£m

Cash award – not deferred
116 118 – – 116 118
                     – deferred
13 15 17 18 30 33
Shares award – not deferred
12 11 – – 12 11
                        – deferred
16 13 18 14 34 27
Total discretionary bonus
157 157 35 32                   192                   189
‘Pension costs: defined benefit plans’- 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.
~~’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~~The average number of full-time equivalent staff was ~~18,150.~~
19,559 (2016: 19,863, 2015: 20,405).
~~200~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
Depreciation, amortisation and impairment
In 2017, an impairment charge of £32m was recognised that primarily related to capitalised software costs for a credit risk management system, part of which was no longer in use. 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~~ring-fencing 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 are analysed as follows:~~

     Group
     2017
£m      2016
£m      2015
£m
Audit fees:

Fees payable to the Company’s auditor⁽¹⁾ and its associates for the audit of the Santander UK group’s annual accounts      7.4      4.6      3.6
Fees payable to the Company’s auditor⁽¹⁾ and its associates for other services to the Santander UK group:
– Audit of the Santander UK group’s subsidiaries
     1.4      1.1      1.8
Total audit fees⁽²⁾
     8.8      5.7      5.4
Non-audit fees:

Audit-related assurance services⁽³⁾
     0.7      0.6      2.7
Taxation compliance services
     –      0.1      0.2
Other assurance services
     0.1      –      –
Other non-audit services
     0.4      1.9      1.7
Total non-audit fees
     1.2      2.6      4.6

                     Group

2016
£m

2015
£m

2014
£m

Audit fees:

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
     1.1      1.8      1.8
Total audit fees⁽²⁾
     5.7      5.4      5.3
Non-audit fees:

Audit-related services
     0.6      2.7      2.5
Other taxation advisory services
     0.1      0.2      0.3
Other services
     1.9      1.7      1.2
Total non-audit fees
     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. Excluded from 2016 fees are amounts of £0.2m payable to Deloitte LLP in relation to the 2015 statutory audit.
(2) The 2017 audit fees included £0.6m (2016: £nil) which related to the prior year.
(3) The 2017 audit-related assurance services included £0.1m (2016: £nil) which related to the prior year.
(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~~Total audit fees of £8.8m include fees of £1.6m in respect of the ~~current year were attributed to audit-related services in~~audit of the ~~prior year.~~
application of IFRS 9. Audit-related assurance services relate to services performed in connection with the statutory and regulatory filings of the Company and its associates. Of this category £0.1 m (2016: £0.1m, ~~(2015: £1.2m, 2014: £1.3m)~~2015: £1.2m) accords with the definition of ‘Audit fees’ per US Securities and Exchange Commission (SEC) guidance. The remaining ~~£0.5m (2015: £1.5m, 2014: £1.2m)~~£0.6m (2016: £0.5 m, 2015: £1.5m) accords with the definition of ‘Audit-related fees’ per that guidance and relates to services performed in connection with ~~securitization,~~securitisation, debt issuance and related work and reporting to prudential and conduct regulators which is in accordance with the definition ‘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 US Tax returns and other similar tax compliance services. Other assurance services and other non-audit services accord with the SEC definition of ‘All other fees’. In 2017 and ~~include~~2016 these included services performed in respect of the Global Corporate Banking remediation programme. 2015 included services provided by the predecessor auditor in respect of Santander UK’s preparation for ~~MiFiDII~~MiFiD II and ~~IFRS9~~IFRS 9 Implementation. ~~2014 included services in relation to~~In 2017 the ~~ECB’s asset quality review.~~
~~A framework for ensuring auditor’s independence has been adopted which defines unacceptable non-audit assignments, pre-approval~~Company’s auditors also earned fees of ~~acceptable non-audit assignments and procedures for approval of acceptable non-audit assignments and services~~£45,000 (2016: £893,000) payable by entities outside the Santander UK ~~plc Board Audit Committee~~group for the review of the financial position of corporate and ~~services provided by the Santander UK group’s external auditor. No services were provided pursuant to contingent fee arrangements.~~other borrowers.
LOGO
Santander UK plc 169
Annual Report 2017 on Form 20-F | Financial statements
8. IMPAIRMENT LOSSES AND PROVISIONS

                     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

     Group
     2017
£m    2016
£m    2015
£m
Impairment losses on loans and advances:

Loans and advances to customers (See Note 15)
     257    132    156
Recoveries of loans and advances, net of collection costs (See Note 15)
     (54 )    (65 )    (90 )
     203    67    66
Provisions for other liabilities and charges (See Note 27)
     385    397    762
Provisions for residual value and voluntary termination (See Note 15)
     8    –    –
     393    397    762
     596    464    828
There were no impairment losses on loans and advances to banks and financial investments.
Impairment losses on loans and ~~receivables securities, available-for-sale securities and held-to-maturity investments.~~
~~Santander UK~~advances increased by £136m to £203m (2016: £67m) primarily due to Carillion plc    ~~201~~
~~Annual Report 2016~~
~~Financial statements~~
exposures.
9. TAXATION


                     Group      Group

2016
£m

2015
£m

2014
£m
     2017
£m    2016
£m    2015
£m
Current tax:

UK corporation tax on profit for the year
     611      346      273      556    611    346
Adjustments in respect of prior years
     (13)      (16)      (16)      (27 )    (13 )    (16 )
Total current tax
     598      330      257      529    598    330
Deferred tax:

(Credit)/charge for the year
     (11)      54      37
Charge/(credit) for the year
     23    (11 )    54
Adjustments in respect of prior years
     11      (3)      (5)      9    11    (3 )
Total deferred tax
     -      51      32      32    –    51
Tax on profit
     598      381      289      561    598    381
~~UK corporation tax is calculated at 20% (2015: 20.25%, 2014: 21.5%) of the estimated assessable profits for the year.~~ The standard rate of UK corporation tax was ~~28%~~27.25% for banking entities and ~~20%~~19.25% for non-banking entities ~~(2015: 20.25%). The standard rate~~(2016: 28.00% for banking entities and 20.00% for non-banking entities) following the introduction of ~~UK corporation tax was reduced from 21% to 20% with effect from 1 April 2015 and~~ an 8% surcharge isto be applied to banking companies from 1 January 2016. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions. The Finance (No.2) Act 2015 ~~which was substantively enacted on 26 October 2015,~~ introduced reductions in the corporation tax rate from 20% to 19% in 2017 and 18% by 2020.
The Finance Act 2016, which was substantively enacted on 6 September 2016, introduced a further reduction in the standard rate of corporation tax rate to 17% from 2020. ~~As this further change was substantively enacted on 6 September 2016,~~The effects of the ~~effects~~changes in tax rates are included in the deferred tax balances at both 31 December 2017 and 2016.
The Santander UK group’s effective tax rate for ~~2016,~~2017, based on profit before tax, was 30.9% (2016: 31.2% ~~(2015: 28.3%~~, ~~2014: 20.7%~~2015: 28.3%). 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


2016
£m

2015
£m

2014
£m
     2017
£m    2016
£m    2015
£m
Profit before tax
     1,917      1,345      1,399      1,817    1,917    1,345
Tax calculated at a tax rate of 20% (2015: 20.25%, 2014: 21.5%)
     384      272      301
Tax calculated at a tax rate of 19.25% (2016: 20.00%, 2015: 20.25%)
     350    384    272
Bank surcharge on profits
     134      -      -      132    134    –
Non-deductible preference dividends paid
     8      6      7      9    8    6
Non-deductible UK Bank Levy
     30      20      16      25    30    20
Non-deductible conduct remediation
     39      90      -      35    39    90
Other non-equalised items
     8      8      (6)      30    8    8
Effect of non-UK profits and losses
     (1)      (1)      (1)      –    (1 )    (1 )
Utilisation of capital losses for which credit was not previously recognised
     -      (4)      (3)      –    –    (4 )
Effect of change in tax rate on deferred tax provision
     (2)      9      (4)      (2 )    (2 )    9
Adjustment to prior year provisions
     (2)      (19)      (21)      (18 )    (2 )    (19 )
Tax charge
     598      381      289      561    598    381
The ~~increase~~decrease in effective tax rate from ~~2015~~2016 to ~~2016 was~~2017 is largely due to the ~~introduction of~~reduction in the ~~8% surcharge~~statutory tax rate, reductions in the bank levy and releases in accruals for ~~banking companies, in part~~prior periods offset by ~~lower levels~~the impact of non-deductible conduct remediation in ~~2016.~~2017. 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.
170     Santander UK plc
> Notes to the financial statements
Current tax assets and liabilities
Movements in current tax assets and liabilities during the year were as follows:

             Group              Company Group

2016
£m

2015
£m

2016
£m

2015
£m
            2017
£m      2016
£m
Assets
     49      -      198      208 –      49
Liabilities
     (1)      (69)      -      - (54)      (1)
At 1 January
     48      (69)      198      208 (54)      48
Income statement
     (598)      (330)      (488)      (175)
Other comprehensive income
     (49)      10      -      10
Income statement charge
(529)      (598)
Other comprehensive income credit/(charge)
44      (49)
Corporate income tax paid
     507      419      393      132 484      507
Other movements
     38      18      34      23 52      38
     (54)      48      137      198 (3)      (54)
Assets
     -      49      137      198 –      –
Liabilities
     (54)      (1)      -      - (3)      (54)
At 31 December
     (54)      48      137      198 (3)      (54)
The amount of corporation income tax paid differs from the tax charge for the period as a result of the timing of payments due to the tax authorities together with the effects of movements in ~~temporary differences,~~deferred tax, adjustments to prior period current tax provisions and current tax recognised directly in other comprehensive income.
~~202~~    Santander UK ~~plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
~~The Santander UK group~~ proactively engages with HM Revenue & Customs to resolve tax matters relating to prior years. ~~Provision~~The accounting policy for recognising provisions for such matters are described in Note 1 to the Consolidated Financial Statements. It is not expected that there will be any material movement in such provisions within the next twelve months.
~~The~~ Santander UK ~~group~~ adopted the Code of Practice on Taxation for Banks in 2010. ~~More detail on Santander UK’s~~
Deferred tax ~~strategy can be found at www.santander.co.uk.~~
~~Further information about~~The table below shows the deferred tax ~~is presented~~assets and liabilities including the movement in the deferred tax account during the year:
Group
    Fair value of
financial
instruments
£m    Pension
remeasurement
£m    Cash flow
hedges
£m    Available-
for-sale
£m    Tax losses
carried
forward
£m    Accelerated
tax
depreciation
£m    Other
temporary
differences
£m          Total
£m
At 1 January 2017
(31)   (35)   (50)   (27)   5    (5)   15    (128)
Income statement (charge)/credit
(10)   (32)   –    –    20    1    (11)   (32)
Transfers/reclassifications
–    –    –    7    –    –    (7)   –
Credited/(charged) to other comprehensive income
–    26    53    (6)   –    –    (1)   72
At 31 December 2017
(41)   (41)   3    (26)   25    (4)   (4)   (88)

At 1 January 2016
(76)   (115)   (27)   (11)   8    3    (5)   (223)
Income statement (charge)/credit
44    (53)   –    –    (3)   (8)   20    –
Credited/(charged) to other comprehensive income
1    133    (23)   (16)   –    –    –    95
At 31 December 2016
(31)   (35)   (50)   (27)   5    (5)   15    (128)
The deferred tax assets/(liabilities) scheduled above have been recognised in 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 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-year plan (described in Note ~~24.~~20) would not cause a reduction in the deferred tax assets recognised. At 31 December 2017, the Santander UK group and a trading subsidiary Santander Lending Limited recognised a deferred tax asset of £4m (2016: £5m) 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 2017, the Santander UK group has a recognised deferred tax asset in respect of UK capital losses carried forward of £21m (2016: £nil). There are no unrecognised capital losses carried forward (2016: £nil).
LOGO
Santander UK plc 171
Annual Report 2017 on Form 20-F | Financial statements
In addition, the Santander UK group has net operating losses carried forward in the US of $76m (2016: $80m). A deferred tax asset on these losses has not been recognised as the Santander UK group does not currently anticipate being able to offset the losses against future profits or gains in order to realise any economic benefit in the foreseeable future and in particular these losses will expire on closure of the Abbey National Treasury Services plc US Branch.
10. DIVIDENDS
~~a) Ordinary share capital~~ ON ORDINARY SHARES
Dividends on ordinary shares declared and paid during the year were as follows:

     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~~

             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 these 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 these securities can be found in Note 37.~~
~~Santander UK plc~~    ~~203~~
~~Annual Report 2016~~
~~Financial statements~~
~~11. TRADING ASSETS~~

             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

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 2016 and 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 £52m (2015: £126m) and £56m (2015: £91m) respectively.
     Group        Group
     2017
  Pence per
share        2016
  Pence per
share        2015
  Pence per
share
        2017
£m

2016
£m

2015
£m

In respect of current year – first interim
     1.04        1.02        1.05        323        317        325
– second interim
     0.74        0.89        0.33        230        276        102
     1.78        1.91        1.38        553        593        427
11. TRADING ASSETS


                         Group

        2017
£m

2016
£m

Securities purchased under resale agreements
                         8,870        10,712
Debt securities
                         5,156        6,248
Equity securities
                         9,662        5,986
Cash collateral
                         6,156        6,169
Short-term loans
                         711        920
                         30,555        30,035
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.
~~204~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
12. DERIVATIVE FINANCIAL INSTRUMENTS
a) Use of derivatives
The Santander UK group transacts derivatives for four primary purposes:
   -– 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 otheron-balance sheet instruments but do not meet the technical criteria for hedge accounting, or which use natural offsets within otheron-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 13 and ~~29.~~24. 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 theclosing-out of existing positions through the use of matching deals.
172     Santander UK plc
> Notes to the financial statements
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 usingon-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 netnon-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.
~~Santander UK plc~~    ~~205~~
~~Annual Report 2016~~
~~Financial statements~~
b) Trading derivatives
Most of the Santander UK group’s derivative transactions relate to sales activities and derivative contracts that represent theclosing-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.
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Santander UK plc 173
Annual Report 2017 on Form 20-F | Financial statements
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 otheron-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.
d) Analysis of derivative financial instruments
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
                     2016                      2015
          Fair value           Fair value
Derivatives held for trading
Notional amount
£m

Assets
£m

Liabilities
£m
     Notional amount
£m
Assets
£m

Liabilities
£m

Exchange rate contracts:

- Cross-currency swaps
     125,850      2,700      5,040      124,025      3,907      4,364
- Foreign exchange swaps, options and forwards
     39,671      964      982      37,879      358      572
     165,521      3,664      6,022      161,904      4,265      4,936
Interest rate contracts:

- Interest rate swaps
     719,603      11,928      12,260      579,985      10,828      10,584
- Caps, floors and swaptions
     46,705      2,165      2,002      49,325      1,943      1,712
- Futures (exchange traded)
     69,501      1      -      38,633      -      1
- Forward rate agreements
     106,989      23      79      70,328      3      47
     942,798      14,117      14,341      738,271      12,774      12,344
Equity and credit contracts:

- Equity index swaps and similar products
     15,234      1,316      858      19,547      1,377      1,621
- Equity index options (exchange traded)
     34      -      1      17,742      88      2
- Credit default swaps and similar products
     57      5      1      56      5      2
     15,325      1,321      860      37,345      1,470      1,625
Total derivatives held for trading
     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
     3,819      751      -      3,213      78      113
Interest rate contracts:

- Interest rate swaps
     70,849      1,578      1,790      68,905      1,234      1,288
Equity derivative contracts:

- Equity derivatives
     74      4      -      -      -      -
     74,742      2,333      1,790      72,118      1,312      1,401
Derivatives designated as cash flow hedges:

Exchange rate contracts:

- Cross-currency swaps
     23,786      3,907      8      22,727      989      1,146
Interest rate contracts:

- Interest rate swaps
     12,683      120      82      8,407      97      56
Equity derivative contracts:

- Equity derivatives
     24      9      -      21      4      -
     36,493      4,036      90      31,155      1,090      1,202
Total derivatives held for hedging
     111,235      6,369      1,880      103,273      2,402      2,603
Total derivatives
     1,234,879      25,471      23,103      1,040,793      20,911      21,508
~~206~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~

                                             Company
                     2016                      2015
          Fair value           Fair value
Derivatives held for trading
Notional amount
£m

Assets
£m

Liabilities
£m
     Notional amount
£m
Assets
£m

Liabilities
£m

Exchange rate contracts:

- Cross-currency swaps
     8,038      1,641      1,333      6,301      966      1,340
- Foreign exchange swaps, options and forwards
     3,268      66      66      2,550      40      39
     11,306      1,707      1,399      8,851      1,006      1,379
Interest rate contracts:

- Interest rate swaps
     43,536      1,704      835      61,936      1,474      795
- Caps, floors and swaptions
     1,452      6      5      1,930      4      13
     44,988      1,710      840      63,866      1,478      808
Equity and credit contracts:

- Equity index swaps and similar products
     496      42      249      607      41      236
     496      42      249      607      41      236
Total derivatives held for trading
     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
     4,188      899      157      1,284      321      -
Interest rate contracts:

- Interest rate swaps
     45,916      549      758      46,330      337      592
Equity derivative contracts:

- Equity derivatives
     74      4      -      -      -      -
     50,178      1,452      915      47,614      658      592
Derivatives designated as cash flow hedges:

Exchange rate contracts:

- Cross-currency swaps
     15,744      2,431      -      2,493      97      -
Interest rate contracts:

- Interest rate swaps
     8,179      39      37      2,229      18      13
Equity derivative contracts:

- Equity derivatives
     24      10      -      21      4      -
     23,947      2,480      37      4,743      119      13
Total derivatives held for hedging
     74,125      3,932      952      52,357      777      605
Total derivatives
     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 £2,091m (2015: £1,320m) and £272m (2015: 458m), respectively, and amounts due to Banco Santander SA and other subsidiaries of Banco Santander SA outside the Santander UK group of £1,850m (2015: £1,502m) and £272m (2015: £427m), respectively. The net exposures after collateral to the ultimate parent undertaking and fellow subsidiaries at 31 December 2016 amounted to £nil (2015: £nil) and £3m (2015: £nil) respectively, with collateral held exceeding the net position.

Group


2017


2016


Fair value


Fair value


Notional amount
£m


  Assets
£m


  Liabilities
£m


Notional amount
£m


  Assets
£m


  Liabilities
£m

Derivatives held for trading:

Exchange rate contracts
     144,160      2,559      4,130      165,521      3,664      6,022
Interest rate contracts
     863,151      11,612      11,140      942,798      14,117      14,341
Equity and credit contracts
     19,814      888      693      15,325      1,321      860
Total derivatives held for trading
     1,027,125      15,059      15,963      1,123,644      19,102      21,223
Derivatives held for hedging

Designated as fair value hedges:

Exchange rate contracts
     2,641      312      6      3,819      751      –
Interest rate contracts
     59,610      1,272      1,470      70,849      1,578      1,790
Equity derivative contracts
     16      –      4      74      4      –
     62,267      1,584      1,480      74,742      2,333      1,790
Designated as cash flow hedges:

Exchange rate contracts
     23,117      3,206      55      23,786      3,907      8
Interest rate contracts
     12,884      84      115      12,683      120      82
Equity derivative contracts
     26      9      –      24      9      –
     36,027      3,299      170      36,493      4,036      90
Total derivatives held for hedging
     98,294      4,883      1,650      111,235      6,369      1,880
Total derivative financial instruments
     1,125,419      19,942      17,613      1,234,879      25,471      23,103
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 liabilities simultaneously. Further information about offsetting is presented in Note ~~44.~~38.
174     Santander UK plc
> Notes to the financial statements
The table below analyses the notional and fair values of derivatives by trading and settlement method.

Notional
Traded over the counter Asset Liability
2017
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
– – 169,918 169,918 – 6,077 – 4,191
Interest rate contracts
71,618 626,600 237,427 935,645 – 12,968 – 12,725
Equity and credit contracts
30 – 19,826 19,856 – 897 1 696
   Notional       Asset       Liability 71,648 626,600 427,171 1,125,419 – 19,942 1 17,612
      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 – – 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 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 34 – 15,389 15,423 – 1,334 1 859
   69,535    725,626    439,718    1,234,879       1    25,470       1    23,102 69,535 725,626 439,718 1,234,879 1 25,470 1 23,102
2015

Exchange rate contracts
   -    -    187,844    187,844       -    5,333       -    6,195
Interest rate contracts
   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
   56,375    529,471    454,947    1,040,793       88    20,823       3    21,505
e) Analysis of derivatives designated as hedges
~~Santander UK plc~~    ~~207~~
~~Annual Report 2016~~
~~Financial statements~~
Net gains or losses arising from fair value and cash flow hedges included in net trading and other income

                     Group                      Company    Group

2016
£m

2015
£m

2014
£m

2016
£m

2015
£m

2014
£m
       2017
£m       2016
£m         2015
£m
Fair value hedging:

- (Losses)/gains on hedging instruments
     (274)      (26)      (297)      (258)      14      (125)
- Gains/(losses) on hedged items attributable to hedged risks
     335      87      379      245      (14)      118
Gains/(losses) on hedging instruments
   56    (274 )    (26 )
(Losses)/gains on hedged items attributable to hedged risks
   (2 )    335    87
Fair value hedging ineffectiveness
     61      61      82      (13)      -      (7)    54    61    61
Cash flow hedging ineffectiveness
     (33)      (81)      (94)      18      13      -    (49 )    (33 )    (81 )
     28      (20)      (12)      5      13      (7)    5    28    (20 )
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~~table shows when the hedged cash flows are expected to ~~occur and when they will~~ affect the income statement 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:

2017
        Up to 1
year
£m
   1 to 2
    years
£m    2 to 3
    years
£m    3 to 4
    years
£m    4 to 5
    years
£m    Over 5
    years
£m        Total
£m
Forecast receivable cash flows
   243      223      218      208      151      397      170      113      1,723    275    280    262    197    160    668    1,842
Forecast payable cash flows
   (4,055)      (3,427)      (3,708)      (3,018)      (2,350)      (4,692)      (569)      (408)      (22,227)    (3,486 )    (5,288 )    (3,912 )    (3,572 )    (2,224 )    (7,364 )    (25,846 )
Hedged forecast cash flows affect profit or loss:

2016

Forecast receivable cash flows
   240      220      217      202      146      386      169      113      1,693    240    220    217    202    146    668    1,693
Forecast payable cash flows
   (4,059)      (3,392)      (3,681)      (2,998)      (2,274)      (4,645)      (565)      (401)      (22,015)    (4,059 )    (3,392 )    (3,681 )    (2,998 )    (2,274 )    (5,611 )    (22,015 )
2015

Hedged forecast cash flows expected to occur:

Forecast receivable cash flows
   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)
Hedged forecast cash flows affect profit or loss:

Forecast receivable cash flows
   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)
                                                                   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
   125      122      118      110      75      244      141      113      1,048
Forecast payable cash flows
   (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
   126      118      119      104      75      238      141      113      1,034
Forecast payable cash flows
   (2,659)      (2,823)      (2,431)      (1,804)      (118)      (2,818)      (228)      (401)      (13,282)
2015

Hedged forecast cash flows expected to occur:

Forecast receivable cash flows
   42      50      57      61      62      241      165      149      827
Forecast payable cash flows
   (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
Forecast payable cash flows
   (716)      (72)      (89)      (71)      (893)      (582)      (189)      (353)      (2,965)
There were no transactions for which cash flow hedge accounting had to be ceased during the years ended 31 December 2017 and 2016 as a result of the cash 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 £183m (2016: £167m, ~~(2015: £157m, 2014: £112m)~~2015: £157m) and to net trading and other income were a net loss of £89m (2016: gain of £3,909m, ~~(2015:~~2015: loss of ~~£462m, 2014: loss of £539m).~~
~~During the year, the Company transferred gains from the cash flow hedging reserve to net interest income of £42m (2015: £5m) and to net trading and other income of £2,212m (2015: £76m)~~£462m).

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Santander UK plc 175

~~208~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ Annual Report 2017 on Form 20-F | Financial statements
~~financial statements~~


13. FINANCIAL ASSETS DESIGNATED AT FAIR VALUE

             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

Group


2017
£m


2016
£m

Loans and advances to customers:

Loans to housing associations
     1,034      1,215
Other loans
     515      516
     1,549      1,731
Debt securities
     547      409
     2,096      2,140
Loans and advances to customers represent loans to housing associations secured on residential property and other loans.
– - Loans to housing associations secured on residential property 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~~
– - Other loans representing a portfolio ofroll-up mortgages and associated receivables, 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. Since 2009, the Santander UK group’s policy has been not to designate similar new loans at fair value through profit or loss.
~~Debt securities~~ comprise holdings of mortgage-backed securities, other asset-backed securities and other debt securities 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.
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 £49m (2016: £40m, ~~(2015: £39m, 2014: £10m)~~2015: £39m). The cumulative net loss attributable to changes in credit risk for loans and advances designated at fair value at 31 December ~~2016~~2017 was ~~£169m (2015: £209m)~~£120m (2016: £169m).
~~Santander UK plc~~    ~~209~~
~~Annual Report 2016~~
~~Financial statements~~
14. LOANS AND ADVANCES TO BANKS

     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 and 2014 no impairment losses were incurred.~~
~~Loans and advances to banks are repayable as follows:~~

     Group      Company
Repayable:
2016
£m

2015
£m

2016
£m

2015
£m

On demand
     1,200      1,561      4,247      5,608
In not more than 3 months
     1,072      171      16,669      8,073
In more than 3 months but not more than 1 year
     265      33      1,546      3,513
In more than 1 year but not more than 5 years
     1,523      1,284      2,577      1,150
In more than 5 years
     288      499      660      618
     4,348      3,548      25,699      18,962

Group


2017
£m


2016
£m

Securities purchased under resale agreements
     2,464      1,462
Placements with other banks
     3,463      2,886
     5,927      4,348
15. LOANS AND ADVANCES TO CUSTOMERS

     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
     Group

2017
£m


2016
£m

Loans secured on residential properties
     155,355    154,727
Corporate loans
     31,006    31,978
Finance leases
     6,710    6,730
Secured advances
     –    10
Other unsecured loans
     6,230    6,165
Amounts due from fellow Banco Santander subsidiaries and joint ventures
     1,199    1,112
Amounts due from Santander UK Group Holdings plc
     8    5
Loans and advances to customers
     200,508    200,727
Impairment loss allowances
     (940 )    (921)
Residual value and voluntary termination provisions⁽¹⁾
     (78 )    (68)
Net loans and advances to customers
     199,490    199,738

(1) In the first half of 2017, we reclassified our provisions for residual value and voluntary termination from the consumer finance impairment loss allowance. In order to facilitate comparison with the current period, prior year comparatives were amended.

~~210~~    ~~Santander UK plc~~
176     Santander UK plc
   ~~Primary financial~~ > Notes to the
~~Audit report~~ ~~statements~~
financial statements


Movement in impairment loss allowances:

                                     Group
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
     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
Charge/(release) to the income statement:

- Observed

- Individual
     (6)      78      -      -      72
- Collective
     6      (1)      12      174      191
- Incurred but not yet observed
     (116)      (18)      35      (32)      (131)
     (116)      59      47      142      132
Write-offs and other items⁽¹⁾
     (29)      (72)      (3)      (196)      (300)
At 31 December 2016:

- Observed

- Individual
     20      247      -      -      267
- Collective
     110      40      13      73      236
- Incurred but not yet observed
     149      95      100      142      486
     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
Group

  Loans secured
on residential
properties
£m


Corporate
loans
£m


Finance
leases
£m


Other
unsecured
loans
£m


Total
£m

At 1 January 2017
279    382    45    215    921
(Release)/charge to the income statement
(37 )    172    20    102    257
Write-offs and other items⁽¹⁾
(17 )    (64 )    (19 )    (138 )    (238)
At 31 December 2017
225    490    46    179    940
Of which:

– Observed
105    433    12    59    609
– Incurred but not yet observed
120    57    34    120    331
225    490    46    179    940

Recoveries, net of collection costs
3    1    6    44    54

At 1 January 2016
424    395    20    269    1,108
(Release)/charge to the income statement
(116 )    59    47    142    132
Write-offs and other items⁽¹⁾
(29 )    (72 )    (22 )    (196 )    (319)
At 31 December 2016
279    382    45    215    921
Of which:

– Observed
130    287    13    73    503
– Incurred but not yet observed
149    95    32    142    418
279    382    45    215    921

Recoveries, net of collection costs
4    3    2    56    65
(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 £22m (2016: £33m, ~~(2015:~~2015: £40m).
LOGO
Santander UK plc 177


~~Santander UK plc~~    ~~211~~
~~Annual Report 2016~~
~~Financial statements~~
Annual Report 2017 on Form 20-F | 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

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
Gross investment:
2016
£m

2015
£m

Within 1 year
     3,047      3,264
Between 1-5 years
     3,906      3,405
In more than 5 years
     264      253
     7,217      6,922
Less: unearned future finance income
     (487)      (616)
Net investment
         6,730          6,306


Group



2017



2016

     Gross
    investment
£m

    Unearned
finance
income
£m
   Net
    investment
£m      Gross
    investment
£m
    Unearned
finance
income
£m
   Net
    investment
£m
Not later than one year
     3,633      (177 )    3,456      3,047      (183 )    2,864
Later than one year and not later than five years
     3,316      (226 )    3,090      3,906      (236 )    3,670
Later than five years
     214      (50 )    164      264      (68 )    196
     7,163      (453 )    6,710      7,217      (487 )    6,730
~~The net investment in finance leases and hire purchase contracts represents amounts recoverable as follows:~~

     Group

2016
£m

2015
£m

Within 1 year
     2,864      2,937
Between 1-5 years
     3,670      3,191
In more than 5 years
     196      178
         6,730          6,306
~~At 31 December 2016 and 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 ~~£19m (2015: £38m)~~£886m (2016: £748m) of unguaranteed residual value at the end of the current lease terms, which is expected to be recovered through ~~re-letting~~re-payment,re-financing or sale. Contingent rent income of £5m (2016: £4m, ~~(2015: £4m, 2014: £5m)~~2015: £4m) 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-backed securities made by the Santander UK group. See Note 16 for further details.

~~212~~    ~~Santander UK plc~~
178     Santander UK plc
   ~~Primary financial~~ > Notes to the
~~Audit report~~ ~~statements~~
financial statements


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 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-term funding; this has allowed the Santander UK group to further diversify its medium-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 ~~2016~~2017 and ~~2015~~2016 are listed below. The related notes in issue are set out in Note ~~30.~~25.
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 tonon-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 gross assets securitised at 31 December ~~2016~~2017 and ~~2015~~2016 under the structures described below were:

     2016      2015

Gross assets
securitised
£m

Gross assets
securitised
£m

Master Trust Structures:

- Holmes
     5,560      7,045
- Fosse
     7,182      8,902
- Langton
     5,211      6,683
Other securitisation structures:

- Motor
     1,117      1,069
- Auto ABS UK Loans
     1,260      1,138
     20,330      24,837
     2017
£m      2016
£m
Master trust structures:

– Holmes
     4,299      5,560
– Fosse
     5,732      7,182
– Langton
     3,893      5,211
     13,924      17,953
Other securitisation structures:

– Motor
     1,318      1,117
– Auto ABS UK Loans
     1,498      1,260
     2,816      2,377
Total gross assets securitised
     16,740      20,330
i) Master ~~Trust Structures~~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~~(non-recourse finance) at 31 December 2017 and 2016 ~~and 2015~~ were:

                          2016                      2015 2017 2016
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      318      383      -      1,199      674      601 12 November 2010 –      –      – 318      383      –
Holmes Master Issuer plc – 2011/1
     9 February 2011      -      -      -      809      409      451
Holmes Master Issuer plc – 2011/3
     21 September 2011      512      618      -      599      637      - 21 September 2011 534      561      – 512      618      –
Holmes Master Issuer plc – 2012/1
     24 January 2012      98      118      -      778      216      612 24 January 2012 –      –      – 98      118      –
Holmes Master Issuer plc – 2012/2
     17 April 2012      585      706      -      960      845      176 17 April 2012 –      –      – 585      706      –
Holmes Master Issuer plc – 2012/3
     7 June 2012      426      514      -      606      645      - 7 June 2012 –      –      – 426      514      –
Holmes Master Issuer plc – 2013/1
     30 May 2013      28      -      34      443      386      85 30 May 2013 –      –      – 28      –      34
Holmes Master Issuer plc – 2016/1
     26 May 2016      1,017      644      584      -      -      - 26 May 2016 694      340      389 1,017      644      584
Holmes Master Issuer plc – 2017/1
16 October 2017 474      499      – –      –      –
Beneficial interest in mortgages held by Holmes Trustees Ltd
          2,576      -      -      1,651      -      - 2,597      –      – 2,576      –      –
          5,560      2,983      618      7,045      3,812      1,925 4,299      1,400      389 5,560      2,983      618
Less: Held by the Santander UK group
Less: Held by the Santander UK group
          -                -           –           –
Total securitisations (See Note 30)
          2,983                3,812
Total securitisations (SeeNote 25)
     1,400           2,983
LOGO
Santander UK plc 179


~~Santander UK plc~~    ~~213~~
~~Annual Report 2016~~
Annual Report 2017 on Form 20-F | 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 ~~£231m (2015: £303m)~~£nil (2016: £231m), 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 ~~£3bn (2015: £5.4bn)~~£1.7bn (2016: £3.0bn) 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 ~~2016, £1.2bn (2015: £nil)~~2017, £0.5bn (2016: £1.2bn) of mortgage-backed notes were issued from Holmes Master Issuer plc. Mortgage-backed securities totalling ~~£3.7bn (2015: £2.7bn)~~£2.0bn (2016: £3.7bn) equivalent were redeemed during the year.
Fosse
Outstanding balances of assets securitised and notes in issue ~~(non-recourse~~(non-recourse finance) at 31 December 2017 and 2016 ~~and 2015~~ were:

                          2016                      2015 2017 2016
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      446      535      -      494      535      - 12 March 2010 –      –      – 446      535      –
Fosse Master Issuer plc – 2010/3
     27 July 2010      -      -      -      742      803      -
Fosse Master Issuer plc – 2011/1
     25 May 2011      -      -      -      1,256      392      967
Fosse Master Issuer plc – 2011/2
     6 December 2011      204      211      34      513      320      235     6 December 2011 176      191      34 204      211      34
Fosse Master Issuer plc – 2012/1
     22 May 2012      700      738      105      812      774      105 22 May 2012 –      –      – 700      738      105
Fosse Master Issuer plc – 2014/1
     19 June 2014      366      441      -      463      501      - 19 June 2014 –      –      – 366      441      –
Fosse Master Issuer plc – 2015/1
     24 March 2015      559      673      -      805      871      - 24 March 2015 333      425      – 559      673      –
Beneficial interest in mortgages held by Fosse Master Trust Ltd
          4,907      -      -      3,817      -      - 5,223      –      – 4,907      –      –
          7,182      2,598      139      8,902      4,196      1,307 5,732      616      34 7,182      2,598      139
Less: Held by the Santander UK group
Less: Held by the Santander UK group

     -                -           –           –
Total securitisations (See Note 30)
               2,598                4,196
Total securitisations (See Note 25)
     616           2,598
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)~~(No.1) Limited, which in turn used the funds to purchase beneficial interests in mortgages held by Fosse Trustee (UK) Limited. Both Fosse Funding (No.1) Limited and Santander UK plc have a beneficial interest in the mortgages held in trust by Fosse Trustee (UK) 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 ~~£260m (2015: £439m)~~£24m (2016: £260m), 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 (UK) Limited is therefore reduced by this amount.
In 2017 and 2016 there were no mortgage-backed notes issued from Fosse Master Issuer ~~plc (2015: £1bn).~~plc. Mortgage-backed notes totalling ~~£2.9bn (2015: £5.1bn)~~£1.9bn (2016: £2.9bn) equivalent were redeemed during the year.
Langton
Outstanding balances of assets securitised and notes in issue ~~(non-recourse~~(non-recourse finance) at 31 December 2017 and 2016 ~~and 2015~~ were:

                    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

Langton Securities (2010-1) plc (1)
     1 October 2010    987    -    984    1,363    -    1,384
Langton Securities (2010-1) plc (2)
     12 October 2010    -    -    -    876    -    889
Langton Securities (2010-2) plc (1)
     12 October 2010    -    -    -    601    -    610
Langton Securities (2008-1) plc (2)
     23 March 2011    1,376    -    1,372    1,352    -    1,372
Langton Securities (2010-2) plc (2)
     28 July 2011    -    -    -    1,580    -    1,604
Beneficial interest in mortgages held by Langton Master Trust Ltd
        2,848    -    -    911    -    -
        5,211    -    2,356    6,683    -    5,859
2017 2016
  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

Langton Securities(2010-1) plc (1)
      1 October 2010 986      –      984 987      –      984
Langton Securities(2008-1) plc (2)
23 March 2011 1,373      –      1,371 1,376      –      1,372
Beneficial interest in mortgages held by Langton Master Trust Ltd
1,534      –      – 2,848      –      –
3,893      –      2,355 5,211      –      2,356
The Langton Master Trust securitisation structure was established in 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 (UK) 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 (UK) Limited. The minimum value of assets required to be held by Langton Mortgages Trustee Limited (UK) is a function of the notes in issue under the Langton master trust structure and Santander UK plc’s required minimum share.
In ~~2016~~2017 and ~~2015,~~2016, there were no issuances from any of the Langton issuing companies. Mortgage-backed notes totalling ~~£3.4bn (2015: £1.3bn)~~£nil (2016: £3.4bn) equivalent were redeemed during the year.

~~214~~    ~~Santander UK plc~~
180     Santander UK plc
   ~~Primary financial~~ > Notes to the
~~Audit report~~ ~~statements~~
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~~purchase of financed vehicles.
Motor
Outstanding balances of assets securitised and notes in issue ~~(non-recourse~~(non-recourse finance) at 31 December 2017 and 2016 ~~and 2015~~ were:

                          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

Motor 2014-1 plc
     16 April 2014      125      -      136      343      213    163
Motor 2015-1 plc
     2 March 2015      436      352      136      726      628    136
Motor 2016-1 plc
     15 December 2016      556      298      300      -      -    -
          1,117      650      572      1,069      841    299
Less: Held by the Santander UK group

     -                -
Total securitisations (See Note 30)
               650                841

2017

2016
  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

Motor2014-1 plc
16 April 2014 –      –      – 125      –      136
Motor2015-1 plc
2 March 2015 164      38      136 436      352      136
Motor2016-1 plc
15 December 2016 578      300      300 556      298      300
Motor2017-1 plc
20 September 2017 576      514      78 –      –      –
1,318      852      514 1,117      650      572
Less: Held by the Santander UK group
     –           –
Total securitisations (See Note 25)
     852           650
In ~~2016~~2017 there were issuances of ~~£0.6bn (2015: £0.8bn)~~£0.5bn (2016: £0.6bn) of asset-backed notes from the Motor securitisation structures. Asset-backed notes totalling ~~£0.5bn (2015: £0.9bn)~~£0.3bn (2016: £0.5bn) equivalent were redeemed during the year. In 2016 Motor2016-1M Limited borrowed £0.2bn ~~(2015: £nil)~~ through an asset-backed senior loan ~~facility.~~facility under the Motor securitisation arrangement. This was repaid in full in August 2017.
Auto ABS UK Loans
Outstanding balances of assets securitised and notes in issue ~~(non-recourse~~(non-recourse finance) at 31 December 2017 and 2016 ~~and 2015~~ were:

                          2016                      2015
2017

2016
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
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 30 April 2017 1,111      925      221 1,260      1,275      113
Auto ABS UK Loans 2017 plc
15 November 2017 387      315      85 –      –      –
          1,260      1,275      113      1,138      996      188 1,498      1,240      306 1,260      1,275      113
Less: Held by the Santander UK group
Less: Held by the Santander UK group

     -                -           –           –
Total securitisations (See Note 30)
          1,275                996
Total securitisations (See Note 25)
     1,240           1,275
In ~~2016,~~2017, asset-backed notes totalling £0.5bn ~~(2015:~~(2016: £0.5bn) were issued from Auto ABS UK Loans plc and £0.4bn (2016: £nil) were issued ~~to new senior tranche investors. Additionally, asset-backed~~by Auto ABS UK loans 2017 plc. Asset-backed notes totalling ~~£0.4bn (2015: £nil)~~£0.7bn (2016: £0.4bn) 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, the Santander UK group recognised £1.2bn notes issued throughby Auto ABS UK Loans plc.
b) Covered ~~Bonds~~bonds
~~The~~ Santander UK ~~group also issues covered bonds. In this structure, until 1 June 2016, Abbey National Treasury Services~~ plc (the Issuer) ~~issued~~also issues covered bonds, which are a direct, unsecured and unconditional obligation of the Issuer. The covered bonds ~~benefitted~~benefit 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.Issuer.
Outstanding balances of loans and advances assigned to the covered bond programme at 31 December ~~2016~~2017 and ~~2015~~2016 were:

                     2016                      2015      2017      2016

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

Gross assets
assigned
£m

Notes in
issue
£m

Gross assets
assigned
£m
     Notes in
issue
£m
Euro 35bn Global Covered Bond Programme
     20,263      17,941      -      23,613      17,760      -      19,772      16,866      20,263      17,941
Less: Held by the Santander UK group
          (1,313)                (1,720)                (1,067)           (1,313 )
Total Covered Bonds (See Note 30)
          16,628                16,040
Total covered bonds (See Note 25)
          15,799           16,628
In 2017, there were issuances of £2.3bn (2016: £2.2bn) from the covered bond programme. Covered bonds totalling £3.3bn (2016: £0.8bn) equivalent were redeemed during the year.
LOGO
Santander UK plc 181


~~Santander UK plc~~    ~~215~~
~~Annual Report 2016~~
~~Financial statements~~
Annual Report 2017 on Form 20-F | Financial statements


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
     2016      2016      2015      2015
     Carrying
amount of
transferred
assets      Carrying
amount of
associated
liabilities      Carrying
amount of
transferred
assets      Carrying
amount of
associated
liabilities      Group
Nature of transaction      £m      £m      £m      £m
2017
£m

2017
£m

2016
£m

2016
£m

Sale and repurchase agreements
     5,600      3,831      3,856      3,564      10,808      (7,734 )      5,600      (3,831 )
Securities lending agreements
     244      117      650      600      302      (235 )      244      (117 )
Securitisations (See Notes 16 and 30)
     15,066      7,434      18,049      9,844
Securitisations (See Notes 16 and 25)
     12,847      (4,108 )      15,066      (7,434 )
     20,910      11,382      22,555      14,008      23,957      (12,077 )      20,910      (11,382 )
     Company
     2016      2016      2015      2015
     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
Sale and repurchase agreements
     1,023      1,023      -      -
     1,023      1,023      -      -
18. ~~LOANS AND RECEIVABLES SECURITIES~~

     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.~~
~~216~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit 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~~FINANCIAL INVESTMENTS

~~Group and Company~~
     Group

2017
£m

2016
£m

Loans and receivables securities
     2,180      257
Debt securities:

–Available-for-sale
     8,772      10,449
–Held-to-maturity
     6,578      6,648
Available-for-sale equity securities
     81      112
     17,611      17,466
~~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~~
182     Santander UK plc
~~Annual Report 2016~~
~~Financial statements~~
> Notes to the financial statements


~~21.~~19. INTERESTS IN OTHER ENTITIES

             Group              Company

2016
£m

2015
£m

2016
£m

2015
£m

Subsidiaries
     -      -      4,481      5,200
Joint ventures
     61      48      5      3
     61      48      4,486      5,203
     Group
               2017
£m
2016
£m
Joint ventures
     73       61
     73       61
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
~~The Company holds directly or indirectly~~On 1 January 2018, Santander UK plc acquired 100% of the ~~issued ordinary~~ share capital of ~~its principal subsidiaries. All companies operate principally in their country of incorporation or registration.~~ Santander UK ~~plc has branches in~~Operations Ltd (formerly Geoban UK Ltd, a subsidiary of Geoban SA) and Santander UK Technology Ltd (formerly Isban UK Ltd, a subsidiary of Ingenieria De Software Bancario SL) for an aggregate cash consideration of £55m. Immediately prior to this, the ~~Isle~~UK branch 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~~Produban Servicios Informaticos Generales SL was ~~as follows:~~

                     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,~~acquired by Santander UK Technology Ltd for a cash consideration of £17m. These acquisitions will enable the Santander UK group ~~through Santander Consumer (UK) plc (SCUK) purchased 50%~~to be more customer-centric by having greater business alignment andend-to-end control of IT and operations. In each case, the cash consideration is subject to the finalisation of the ~~shares~~book values of ~~PSA Finance UK Limited, a company that offers a range of consumer finance and insurance products and services for individuals,~~the businesses and distribution networks in the automotive industry. PSA Finance UK Limited has been consolidated as SCUK has control through its ability to direct the activities that most significantly affect SCUK’s return.transferred.
In 2016 and 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.
Subsidiaries with significantnon-controlling interests
The only subsidiary with significantnon-controlling interests is PSA Finance UK ~~Limited.~~Limited, which operates in the UK. In 2017 and 2016, the proportion of ownership interests and voting rights held bynon-controlling interests was 50%.

        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

2017
£m

2016
£m
Profit attributable tonon-controlling interests
     21       27
Accumulatednon-controlling interests of the subsidiary
     152       150
Dividends paid tonon-controlling interests
     19       12
Summarised financial information:

– Total assets
     3,215       3,450
– Total liabilities
     2,909       3,417
– Profit for the year
     43       55
– Total comprehensive income for the year
     43       55
~~218~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~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 16 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 Limited (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.
LOGO
Santander UK plc 183
Annual Report 2017 on Form 20-F | Financial statements
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~~arises through donations from Santander UK, and its third party assets are minimal, comprising ofavailable-for-sale assets of ~~£15m (2015:~~£16m (2016: £15m). This entity has been consolidated as Santander UK directs its activities.
b) 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 ~~2016,~~2017, Santander UK’s share in the profit after tax of its joint ventures was ~~£13m (2015: £9m)~~£12m (2016: £13m) before elimination of transactions between Santander UK and the joint ventures. At 31 December ~~2016,~~2017, the carrying amount of Santander UK’s interest was ~~£61m (2015: £48m)~~£73m (2016: £61m). At 31 December ~~2016~~2017 and ~~2015,~~2016, the joint ventures had no commitments and contingent liabilities.
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. The structured entities sponsored but not consolidated by Santander UK are as follows.
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 ~~£11,125m (2015: £9,359m)~~£11,626m (2016: £11,125m) are accounted for as part of the defined benefit assets and obligations recognised on Santander UK’s balance sheet. See Note 3428 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 inRegulation 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~~Credit Protection entities
~~In December 2016, ANTS plc~~Santander UK has established two credit protection vehicles, Grafton CLO2016-1 Designated Activity Company (Grafton) and Red 1 Finance CLO2017-1 Designated Activity Company (Red 1), a private limited ~~liability company~~companies incorporated in ~~Ireland, to issue a~~Ireland. Grafton and Red 1 have issued £100m and £87m Credit Linked ~~Note~~Notes respectively to third party investors which ~~references a portfolio~~reference portfolios of ~~ANTS’~~Santander UK group loans. Concurrently ~~Grafton sold~~these vehicles sell credit protection to ~~ANTS~~Santander UK in respect of ~~that portfolio~~the referenced loans and, in return for a fee, isare liable to make protection ~~payment amounts~~payments to ~~ANTS~~the Santander UK group upon the occurrence of a credit event in relation to any of the referenced ~~entities. Because~~loans. The entities are not consolidated by Santander UK because the third party investors have the exposure, or rights to, to the ~~variable~~variability of returns from ~~Grafton,~~ the ~~company is not consolidated by Santander UK.~~performance of the entity. No assets are transferred to, or income received from, these vehicles. The maximum exposure to loss is equal to any unamortised fees paid to ~~Grafton~~the credit protection entities in connection with the credit protection outlined above.
Structured entities not sponsored by the Santander UK group
Santander UK also has interests in structured entities which it does not sponsor or control. These largely relate to the legacy treasury 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~~These securities ~~are set out~~comprise the loans and receivables securities included in Note 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.
~~Santander UK plc~~    ~~219~~
~~Annual Report 2016~~
~~Financial statements~~
~~22.~~20. INTANGIBLE ASSETS

     Group      Company

2016
£m

2015
£m

2016
£m

2015
£m

Goodwill
     1,834      1,834      1,650      1,650
Other intangibles
     482      397      439      367
     2,316      2,231      2,089      2,017
a) Goodwill

     Group      Company

2016
£m

2015
£m

2016
£m

2015
£m

Cost

At 1 January/ 31 December
     1,916      1,916      1,650      1,650
Accumulated impairment

At 1 January/ 31 December
     82      82      —        —
Net book value
     1,834      1,834      1,650      1,650
Group

Cost
£m

    Accumulated
impairment
£m
Net book value
£m
At 31 December 2016⁽¹⁾, 1 January 2017⁽¹⁾ and 31 December 2017
        1,285 (82)   1,203
(1) Comparative periods restated to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1.
Impairment of goodwill
During ~~2016~~2017 and ~~2015,~~2016, no impairment of goodwill was recognised. Impairment testing in respect of goodwill allocated to each cash-generating unit (CGU) is performed annually or more frequently if there are impairment indicators present. For the purpose of impairment testing, the ~~CGU~~CGUs are based on customer groups within the relevant business divisions.
The cash flow projections for each CGU are based on the five-year plan prepared for regulatory purposes, based on Santander UK’s3-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 apre-tax rate that reflects the weighted average cost of capital allocated by Santander UK to investments in the business division in which the CGU 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.
184     Santander UK plc
> Notes to the financial statements
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 (all within Retail Banking) 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.
~~2016~~ The calculations have been based on value in use using cash flows based on the five-year plan.

Business Division    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    11.4    2
Retail Banking
   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    11.4    1
Retail Banking
   Other    4    Value in use: cash flow based on 5 year plan    11.4    2
      1,834
2015


Retail Banking
   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    10.4    1
Retail Banking
   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    10.4    3
      1,834
     Goodwill           Discount rate           Growth rate⁽²⁾
  CGU
2017
£m

2016⁽¹⁾
£m

2017
%

2016
%

2017
%

2016
%

Personal financial services
                 1,169                  1,169                       10.8                  11.4                           1                      2
Private banking
     30      30           10.8      11.4           1      1
Other
     4      4           10.8      11.4           1      2
     1,203      1,203
(1) Restated to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1.
(2) Average growth rate based on the five-year plan for the first five years and a growth rate of 1.5% (2016: 2.0% ~~(2015: 2.3%~~) applied thereafter.
In ~~2016,~~2017, the discount rate ~~increased~~decreased by 10.6 percentage ~~point~~points to 10.8% (2016: 11.4% ~~(2015: 10.4%~~). The ~~increase~~decrease reflected changes in current market and economic conditions. In ~~2016,~~2017, the change in growth rates reflected Santander UK’s updated strategic priorities in the context of forecast economic conditions.
~~220~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
b) Other intangibles

             Group              Company

2016
£m

2015
£m

2016
£m

2015
£m

Cost

At 1 January
     601      516      630      560
Additions
     213      85      197      70
Disposals
     (54)      -      (54)      -
At 31 December
     760      601      773      630
Accumulated amortisation / impairment

At 1 January
     204      163      263      224
Charge for the year
     76      41      73      39
Disposals
     (47)      -      (47)      -
Impairment during the year
     45      -      45      -
At 31 December
     278      204      334      263
Net book value
     482      397      439      367
     Group
     Cost
£m    Accumulated
amortisation/
impairment
£m
Net book value
£m

At 1 January 2017
     760    (278 ) 482
Additions
     205    – 205
Disposals
     (3 )    3 –
Charge
     –    (116 ) (116 )
Impairment
     –    (32 ) (32 )
At 31 December 2017
     962    (423 ) 539


At 1 January 2016
     601    (204 ) 397
Additions
     213    – 213
Disposals
     (54 )    47 (7 )
Charge
     –    (76 ) (76 )
Impairment
     –    (45 ) (45 )
At 31 December 2016
     760    (278 ) 482
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 2017, intangible asset impairments primarily related to capitalised software costs for a credit risk management system, part of which was no longer in use. In 2016, intangible asset ~~impairment write-downs~~impairments primarily ~~relate~~related to a multi-entity banking platform developed for ournon-ring-fenced bank under the original ~~Banking Reform~~ring-fencing structure.
~~23. PROPERTY, PLANT AND EQUIPMENT~~

     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

Cost:

At 1 January 2015
     1,099      1,136      434      143      2,812
Additions
     19      230      1      21      271
Disposals
     (47)      (50)      (1)      (58)      (156)
At 31 December 2015
     1,071      1,316      434      106      2,927
Accumulated depreciation:

At 1 January 2015
     172      591      417      8      1,188
Charge for the year
     36      134      18      39      227
Disposals
     (25)      (41)      (1)      (45)      (112)
Impairment during the year
     14      13      -      -      27
At 31 December 2015
     197      697      434      2      1,330
Net book value
     874      619      -      104      1,597
~~Santander UK plc~~    ~~221~~
~~Annual Report 2016~~
~~Financial statements~~

     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 2016, capital expenditure contracted but not provided for in respect of property, plant and equipment was £48m (2015: £46m). Of the carrying value at the balance sheet date, £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

2016
£m

2015
£m

In no more than 1 year
     24      25
In more than 1 year but no more than 5 years
     36      39
     60      64
~~Contingent rent income of £4m (2015: £4m) was recognised in the year.~~
~~24. DEFERRED TAX~~
~~The table below shows the deferred tax assets and liabilities including the movement in the deferred tax account during the year:~~

     Group
     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
     (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)      (26)      (20)      -      11      (9)      11      (59)
Income statement charge
     (50)      1      -      -      (3)      17      (16)      (51)
Charged to other comprehensive income      -      (89)      (7)      (11)      -      -      -      (107)
Eliminated on disposal
     -      (1)      -      -      -      (5)      -      (6)
At 31 December 2015
     (76)      (115)      (27)      (11)      8      3      (5)      (223)
~~222~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~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) 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 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-year plan (described in Note 22) would not cause a reduction in the deferred tax assets recognised.
At 31 December 2016, the Santander UK group and a trading subsidiary Santander Lending Limited recognised a deferred tax asset of £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 2016, the Santander UK group has recognised UK capital losses carried forward of £nil (2015: £50m). There are no unrecognised capital losses carried 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 profits or gains in order to realise any economic benefit in the foreseeable future.
~~25. OTHER ASSETS~~

     Group      Company

2016
£m

2015
£m

2016
£m

2015
£m

Trade and other receivables
     1,261      1,261      1,210      1,079
Prepayments
     140      87      71      57
Accrued income
     72      27      21      23
     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 £5m (2015: £4m) and £12m (2015: £11m) respectively.
~~26.~~21. DEPOSITS BY BANKS

     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
     Group
     2017      2016
     £m      £m
Items in the course of transmission
     303      308
Securities sold under repurchase agreements
     1,076      2,384
Deposits held as collateral
     1,760      778
Other deposits⁽¹⁾
     10,645      6,299
         13,784              9,769
(1) Includes drawdown from the TFS of ~~£4,500m (2015: £nil)~~£8.5bn (2016: £4.5bn).
LOGO
Santander UK plc 185


~~Santander UK plc~~    ~~223~~
~~Annual Report 2016~~
~~Financial statements~~
Annual Report 2017 on Form 20-F | Financial 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.~~22. 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
     Group
     2017
£m      2016
£m
Current and demand accounts – interest-bearing
     85,749      85,967
   –non-interest-bearing
     2      67
Savings accounts⁽¹⁾
     70,461      58,305
Time deposits
     19,951      27,203
Securities sold under repurchase agreements
     502      502
Amounts due to Santander UK Group Holdings plc⁽²⁾
     6,256      4,464
Amounts due to fellow Banco Santander subsidiaries
     727      664
     183,648      177,172
(1) Includes equity index-linked deposits of ~~£1,618m (2015: £2,029m)~~£1,301m (2016: £1,618m). The capital amount guaranteed/protected and the amount of return guaranteed in respect of the equity index-linked deposits were £1,301m and £67m (2016: £1,618m and ~~£129m (2015: £2,029m and £160m)~~£129m) respectively.
(2) Includes downstreamed funding from our immediate parent company Santander UK Group Holdings plc.
~~28.~~23. 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).~~
     Group
     2017
£m      2016
£m
Securities sold under repurchase agreements
     25,504      8,798
Short positions in securities and unsettled trades
     3,694      2,801
Cash collateral
     1,911      3,535
Short-term deposits
     –      426
     31,109      15,560
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.~~24. 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      -
~~224~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
Historically, financial liabilities were designated at fair value through profit or 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. Since 2009, the Santander UK group’s policy has been not to designate similar new loans at fair value through profit or loss.
     Group
     2017
£m      2016
£m
US$10bn Euro Commercial Paper Programmes
     387      454
US$30bn Euro Medium Term Note Programme
     169      184
Structured Notes Programmes
     932      1,137
Warrants programme
     –      2
Eurobonds
     147      137
Structured deposits
     680      526
     2,315      2,440
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 fair value is estimated 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 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~~As part of our ring-fencing plans, with effect ~~on and~~ from 1 ~~June 2016,~~November 2017, all outstanding structured notes and warrants issued by Abbey National Treasury Services plc under the Structured Notes Programmes and the Warrants Programme were novated to Santander UK ~~plc was substituted in place~~plc. All rights, obligations and liabilities 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~~these structured notes and ~~from 1 June 2016, notes issued under the US$30bn Euro Medium Term Note Programme are the sole liability of~~warrants have been taken over and assumed by Santander UK plc and ~~are not guaranteed~~all future structured notes will be issued by ~~any other entity in the~~ Santander UK ~~group.~~plc. In addition, during 2017 Santander UK plc ~~also became~~established separate commercial paper and certificate of deposit programmes, with similar terms to 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~~existing Abbey National Treasury Services plc programmes. For more information on our ~~website www.aboutsantander.co.uk.~~ring-fencing plans, see Note 39.
~~Included in the above balances are amounts due to Banco Santander SA of £10m (2015: £25m).~~
Gains and losses arising from changes in the credit spread of securities 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~~loss during the year attributable to changes in the Santander UK group’s own credit risk on the above securities was £29m (2016: £6m ~~(2015: net~~ gain, of2015: £23m ~~2014: net loss of £1m)~~gain). The cumulative net ~~gain~~loss attributable to changes in the Santander UK group’s own credit risk on the above securities at 31 December ~~2016~~2017 was £7m (2016: £22m ~~(2015: cumulative net gain~~gain). Of the change in carrying value during the year ended 31 December 2017, cash andnon-cash changes amounted to £(263)m and £138m respectively.Non-cash changes consist of ~~£16m).~~£(46)m of unrealised foreign exchange differences, £37m for changes in fair value and £147m of other changes predominantly accrued interest.
At 31 December ~~2016,~~2017, the amount that would be required to be contractually paid at maturity of the securities above was ~~£35m~~£4m lower ~~(2015: £162m higher)~~(2016: £35m) than the carrying value.
~~30.~~
186     Santander UK plc
> Notes to the financial statements
25. 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      -
     Group

2017
£m


2016
£m

Medium-term notes:

– US$30bn Euro Medium Term Note Programme
     8,816      10,818
– USSEC-registered – Santander UK plc
     6,280      7,499
– US$20bn Commercial Paper Programmes
     2,906      2,678
     18,002      20,995
Euro 35bn Global Covered Bond Programme (See Note 16)
     15,799      16,628
Certificates of deposit
     4,681      5,217
Credit Linked Notes
     43      –
Securitisation programmes (See Note 16)
     4,108      7,506
     42,633      50,346
~~With effect on and from 1 June 2016,~~As part of our ring-fencing plans, during 2017 Santander UK plc ~~was substituted in place~~established separate commercial paper and certificate of deposit programmes, with similar terms to the existing Abbey National Treasury Services plc ~~as principal obligor under~~programmes. For more information on our ring-fencing plans, see Note 39.
The credit linked note was issued by PSA Finance UK Limited and references a pool of auto loans and leases originated by PSA Finance UK Limited that, in return for a fee, provides credit protection on the ~~Euro 35bn Global Covered Bond Programme, US SEC-registered debt shelf and the US$30bn Euro Medium Term Note Programme. This substitution was effected pursuant to a deed~~first 7.6% 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 entitylosses in the Santander UK group. 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. 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.~~
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 £36m (2015: £67m) and £162m (2015: £60m) respectively.
reference portfolio.
~~Santander UK plc~~Of the change in carrying value in 2017, cash andnon-cash changes amounted to £(6,688)m and £(1,025)m respectively.    ~~225~~Non-cash changes comprised £(929)m of unrealised foreign exchange differences and £(96)m of other changes, mainly accrued interest.
~~Annual Report 2016~~
~~Financial statements~~
~~31.~~26. SUBORDINATED LIABILITIES

     Group      Company      Group

2016
£m

2015
£m

2016
£m

2015
£m

2017
£m


2016
£m

£325m Sterling Preference Shares
     344      344      344      344      344      344
£175m Fixed/Floating Rate Tier One Preferred Income Capital Securities
     2      2      2      2      2      2
Undated subordinated liabilities
     768      809      817      821      584      768
Dated subordinated liabilities
     3,189      2,730      3,248      2,784      2,863      3,189
     4,303      3,885      4,411      3,951      3,793      4,303
The above securities will, in the event of the winding 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 ratenon-cumulative callable preference shares and £300mStep-up Callable Perpetual Reserve Capital Instruments classified as other equity instruments, as described in Note ~~36.~~31.
~~The~~During 2017 and 2016, the Santander UK group ~~has not~~ had ~~any~~no defaults of principal, interest or other breaches with respect to its subordinated ~~liabilities during the year (2015: none).~~liabilities. 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 £650m (2015: £640m) and to~~During 2017, Santander UK ~~Group Holdings plc of £1,222m (2015: £1,016m).~~
~~£325m Sterling Preference Shares~~
~~Holders of sterling preference shares are entitled~~exercised its option to ~~receive a bi-annual non-cumulative preferential dividend payable in sterling out of~~call the ~~distributable profits of Santander UK plc 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~~£175m Fixed/Floating Rate Tier One Preferred Income Capital ~~Securities~~
~~The Tier One Preferred Income Capital Securities~~Securities. These 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~~fully redeemed on 9 February ~~2018 or on any coupon payment date thereafter, subject~~2018.
Of the change in carrying value during the year ended 31 December 2017, cash andnon-cash changes amounted to ~~the prior approval~~£(52)m and £(458)m respectively.Non-cash changes included £(235)m in respect of ~~the PRA. The Tier One Preferred Income Capital Securities bear interest at a rate~~unrealised foreign exchange differences and £(223)m 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.other changes.
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. LOGO
Santander UK plc 187


~~226~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ Annual Report 2017 on Form 20-F | Financial statements
~~financial statements~~


Undated subordinated liabilities

     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 days’ 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 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. During 2016, Santander UK plc exercised its options to call these notes and the notes were fully redeemed.
~~The 7.375% 20 Year Step-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-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.~~
Group

Call date


2017
£m


2016
£m

10.0625% Exchangeable subordinated capital securities
      Any interest payment date      205      205
7.375% 20 YearStep-up perpetual callable subordinated notes
2020      17      198
7.125% 30 YearStep-up perpetual callable subordinated notes
2030      362      365
               584                768
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.
During 2017, Santander UK plc exercised its option to call, and redeemed, 91% of the 7.375% 20 YearStep-up perpetual callable subordinated notes.
Dated subordinated liabilities

     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
          Group

Maturity


2017
£m


2016
£m

11.50% Subordinated guaranteed bond
     2017      –      58
10.125% Subordinated guaranteed bond
     2023      78      84
9.625% Subordinated notes
     2023      129      134
5% Subordinated notes (US$1,500m)
     2023      1,103      1,208
4.75% Subordinated notes (US$1,000m)
     2025      745      816
7.95% Subordinated notes (US$1,000m)
     2029      275      307
6.50% Subordinated notes
     2030      40      40
8.963% Subordinated notes (US$1,000m)
     2030      113      126
5.875% Subordinated notes
     2031      9      10
5.625% Subordinated notes (US$500m)
     2045      371      406
                  2,863              3,189
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

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      -      63
In more than 5 years
     3,131      2,667      3,190      2,721
Undated
     1,114      1,155      1,163      1,167
     4,303      3,885      4,411      3,951
During 2017, Santander UK plc    ~~227~~
~~Annual Report 2016~~
~~Financial statements~~ exercised its option to call the 10.125% Subordinated guaranteed bond. These were fully redeemed on 4 January 2018.

~~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~~
188     Santander UK plc
   ~~Primary financial~~ > Notes to the
~~Audit report~~ ~~statements~~
financial statements


27. 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 2017
     457    22    14    96    47    64    700
Additional provisions
     109    –    35    93    4    144    385
Utilisation
     (210 )    (29 )    (5 )    (132 )    (12 )    (149 )    (537 )
Transfers
     –    10    –    –    –    –    10
At 31 December 2017
     356    3    44    57    39    59    558
To be settled:

– Within 12 months
     167    3    35    57    23    59    344
– In more than 12 months
     189    –    9    –    16    –    214
     356    3    44    57    39    59    558

At 1 January 2016
     465    146    26    93    68    72    870
Additional provisions
     144    –    2    141    (6 )    116    397
Utilisation
     (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
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.
In November 2015, the FCA issued a Consultation Paper 15/39 (Rules and guidance on payment protection insurance complaints) which ~~introduces~~introduced the concept of unfair commission in relation to Plevin for customer redress plus a deadline by which customers would 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 ~~outlines~~outlined 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 also ~~recommends~~recommended atwo-year ~~time bar~~ deadline period starting in June 2017, which iswas later than proposed in CP 15/~~39 issued by the FCA in November 2015.~~39. The paper also ~~includes~~included proposals in relation to how redress for Plevin-related claims should be calculated including consideration of how profit share arrangements should be reflected in commission levels. The final rules released on 2 March 2017 in Policy Statement 17/3 (Payment Protection Insurance Complaints: Feedback on CP16/20 and final rules and guidance) confirmed that thetwo-year deadline period would start in August 2017. There was also a requirement to proactively mail previously rejected complainants in scope of s140A of the Consumer Credit Act to explain they are eligible to complain again in light of Plevin. Lastly there are some clarifications to the profit share percentage calculations. These changes may impact on the future amounts expected to be paid. The final rules were expected in December 2016; however, the FCA announced that they would be delayed until the first quarter of 2017 due to the feedback received. Santander UK has applied the principles published in Consultation Paper 16/20 to current assumptions, including the potential impact on the provision in December 2016.
A provision for conduct remediation has been recognised in respect of the ~~misselling~~mis-selling 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 and commissions and profit share earned on the policy.~~interest.
The assumptions have been based on the following:
-– Analysis completed of the causes of complaints, ~~and~~ uphold rates, industry factors, FCA activity/guidance and how these are likely to vary in the ~~future~~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
-– Commission and profit share earned from Insurance providers over the lifetime of the ~~products.~~products
– In relation to a specific PPI portfolio of complaints, an analysis of the relevant facts and circumstances including legal and regulatory responsibilities.
The key assumptions are kept under review, and are regularly reassessed and validated against actual customer ~~data, e.g. claims received; uphold rates, the impact~~data. The provision represents management’s best estimate of ~~any changes~~Santander UK’s future liability in ~~approach to uphold rates, and any re-evaluation~~respect of ~~the estimated population.~~mis-selling of PPI policies.
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~~informed by historical experience 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.~~until August 2019.
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. It reflects a blended view across all our retail products and portfolios and includes redress for Plevin-related claims.


Cumulative to
31 December
2016

Future expected
(unaudited)

Sensitivity analysis
Increase/decrease in
provision

Inbound complaints⁽¹⁾ (‘000)
     1,209      1,058    25 = £9m
Outbound contact (‘000)
     394      15    25 = £19m
Response rate to outbound contact
     35%      90%    1% = £0.4m
Average uphold rate per claim⁽²⁾
     57%      69%    1% = £6m
Average redress per claim⁽³⁾
     £ 1,692      £ 535    £ 100 = £73m
LOGO
Santander UK plc 189
Annual Report 2017 on Form 20-F | Financial statements
A provision for conduct remediation has been recognised in respect of themis-selling 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.
The assumptions have been based on the following:
– Analysis completed of the causes of complaints, uphold rates, industry factors, FCA activity/guidance 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
– Commission and profit share earned from Insurance providers over the lifetime of the products
– In relation to a specific PPI portfolio of complaints, an analysis of the relevant facts and circumstances including legal and regulatory responsibilities.
The key assumptions are kept under review, and are regularly reassessed and validated against actual customer data. The provision represents management’s best estimate of Santander UK’s future liability in respect ofmis-selling of PPI policies.
The most critical factor in determining the level of provision is the volume of claims. The uphold rate is informed by historical experience 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 until August 2019.
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. It reflects a blended view across all our retail products and portfolios and includes redress for Plevin-related claims.

Cumulative to
31 December 2017

Future expected
(unaudited)

Sensitivity analysis
Increase/decrease
in provision

Inbound complaints⁽¹⁾ (‘000)
1,623 660 25 = £9m
Outbound contact (‘000)
487 127 25 = £5m
Response rate to outbound contact
54% 100% 1% = £0.3m
Average uphold rate per claim⁽²⁾
47% 68% 1% = £2.6m
Average redress per claim⁽³⁾
£1,378 £564 £100 = £50m
(1) Includes all claims received regardless of whether we expect to make a payment; i.e. regardless of the likelihood of the Santander UK group incurring a liability. 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~~2017 of ~~£1,692~~£1,378m to a future average value of ~~£535~~£564 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.
2017 compared to 2016
The remaining provision for PPI redress and related costs amounted to £356m. The total charge for the year was £109m (2016: £144m) and was driven by an increase in estimated future claims driven by the start of the FCA advertising campaign for PPI, offset by an expected decline relating to a specific PPI portfolio review. We continue to monitor our provision levels in respect of recent claims experience. In 2016, a provision of £114m was made when we applied the principles published in the August 2016 FCA papers, and a further £32m was made in relation to a past business review.
Monthly utilisation increased from the 2016 average following the confirmation of a deadline for customer complaints, broadly in line with our assumptions. We continue to monitor our provision levels in respect of recent claims experience.
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 that was 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~~continued to review our provision levels in respect of recent claims experience and noted that once the final FCA guidance iswas published ~~and~~ it iswas possible furtherPPI-related provision adjustments ~~will~~would 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.
~~Santander UK plc~~    ~~229~~
~~Annual Report 2016~~
~~Financial statements~~
~~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.
(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 ~~2016,~~2017, the provision was ~~£22m (2015: £146m).~~£3m (2016: £22m), reflecting the remediation exercise being close to completion.
190     Santander UK plc
> Notes to the financial statements
(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.
Provisions for other liabilities and charges of £35m in the second quarter of 2017 relate to the sale of interest rate derivatives, following an ongoing review regarding regulatory classification of certain customers potentially eligible for redress.
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~~is 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 can 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 were 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 2015 ~~and 2016~~ included payments for this resolution.
On 31 March 2017 UK Asset Resolution announced the sale by Bradford & Bingley of certain mortgage assets. On 25 April 2017, as a result of that transaction, the amount that FSCS owes to HM Treasury reduced to £4.7bn, from the previous £15.7bn. The interest payable on the loan, and the Santander UK group’s share of that interest, fell accordingly. The Santander UK group purchased £1.5bn of the securities issued by UK Asset Resolution.
For the year ended 31 December ~~2016,~~2017, the Santander UK group charged £1m (2016: £34m, ~~(2015: £76m, 2014: £91m)~~2015: £76m) 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.~~
available, and is net of a refund of £12m in respect of recoveries made by the FSCS from Icelandic banks.
~~230~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~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 UKsub-group parented by Santander UK Group Holdings ~~plc, of which this Company is part.~~plc. 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.
In addition to changes in UK corporation tax rates, Finance (No.2) Act 2015 reduced the UK Bank Levy rate from 0.21% via subsequent annual reductions to ~~0.18%~~0.10% from 1 January ~~2016.~~2021. As a result, a rate of ~~0.18% applied~~0.17% applies for ~~2016 (2015: blended rate of 0.1967%~~2017 (2016: 0.18%). 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 ~~2016~~2017 was £92m (2016: £107m, ~~(2015: £101m, 2014: £74m)~~2015: £101m). The Santander UK group paid ~~£101m~~£109m in ~~2016 (2015: £87m)~~2017 (2016: £101m) and provided for a liability of ~~£60m~~£44m at 31 December ~~2016 (2015: £54m)~~2017 (2016: £60m).
c) Vacant property
Vacant property provisions are made by reference to an estimate of any expectedsub-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 and operational risk provisions, restructuring charges and litigation and related expenses.

LOGO

~~Santander UK plc~~    ~~231~~
~~Annual Report 2016~~
~~Financial statements~~
Santander UK plc 191


Annual Report 2017 on Form 20-F | Financial statements


~~34.~~28. RETIREMENT BENEFIT PLANS
The amounts recognised in the balance sheet were as follows:

     Group      Company         Group

2016
£m

2015
£m

2016
£m

2015
£m

2017
£m


2016
£m

Assets/(liabilities)

Funded defined benefit pension scheme – surplus
     398      556      384      537         449    398
Funded defined benefit pension scheme – deficit
     (223)      (73)      (223)      (73)         (245 )    (223 )
Unfunded defined benefit pension scheme
     (39)      (37)      (39)      (37)         (41 )    (39 )
Total net assets
     136      446      122      427                 163            136

Remeasurement (gains)/losses recognised in other comprehensive income during the year were as follows:

Remeasurement (gains)/losses recognised in other comprehensive income during the year were as follows:

   Group

2017
£m


2016
£m


2015
£m

Pension remeasurement
               103                528            (319 )
~~Remeasurement (gains)/losses recognised in other comprehensive income during the year were as follows:~~

                     Group

2016
£m

2015
£m

2014
£m

Pension remeasurement
     528      (319)      (132)
a) Defined contribution pension plans
The Santander UK group operates a number of defined contribution pension plans. The assets of the defined contribution pension plans are held and administered separately from those of the Santander UK group. ~~The~~In December 2017 the group ceased to contribute to the Santander Retirement Plan, an occupational defined contribution plan, and future contributions are paid into a defined contribution Master Trust, LifeSight. This Master Trust is the plan into which eligible employees are enrolled automatically. The assets of the Santander Retirement Plan and the Master Trust are held in separate trustee-administered funds.
An expense of £54m (2016: £52m, ~~(2015: £50m, 2014: £52m)~~2015: £50m) was recognised for defined contribution plans in the year, and is included in staff costs classified within operating expenses ~~in the Income Statement.~~(see Note 6). None of this amount was recognised in respect of key management personnel for the years ended 31 December 2017, 2016 ~~2015~~ and ~~2014.~~2015.
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.~~Scheme (“the 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~~Scheme covers 17% (2016: 18% ~~(2015: 19%~~) 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~~Trustees Limited (the Trustee), a private limited company incorporated in 1996 and a wholly-owned subsidiary of Santander UK plc. The principal duty of the ~~trustees~~Trustee is to act in the best interests of the members of the ~~schemes.~~Scheme. 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~~valuations 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~~Scheme at 31 March ~~2013~~2016 was finalised in ~~June 2014.~~March 2017. The ~~latest~~next triennial funding valuation ~~commenced~~will be as at 31 March ~~2016.~~2019.
The assets of the funded schemes including the Scheme are held independently of the Santander UK group’s assets in separate trustee administered funds. Investment strategy across the sections of the Scheme remains under regular review. Investment decisions are delegated by the ~~Santander (UK) Group Pension Scheme Trustees~~Trustee to a common investment fund, managed by Santander ~~(CF) Trustee~~(CF Trustee) Limited, a private limited company owned by ~~six~~five Trustee directors, three appointed by Santander UK plc and ~~three~~two by the Trustee. The Santander ~~(UK) Group Pension Trustee Limited. The Trustee~~(CF Trustee) Limited 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. Ultimate responsibility for investment strategy rests with the Trustee of the Scheme who ~~are~~is required under the Pensions Act 2004 to prepare a statement of investment principles.
The Trustee ~~of the Santander (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 scheme~~Scheme provides, as set out in the trust deed and rules
-– To limit the risk of the assets failing to meet the liabilities, over the long-term and on a 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 cash costs of the ~~pension scheme~~Scheme to us by maximising the return on the assets whilst having regard to the objectives shown above.
~~232~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit report~~ ~~statements~~
~~financial statements~~
~~Key actuarial risks~~
The Santander UK group’s defined benefit pension schemes expose itus to actuarial risks such as investment risk, interest rate risk, longevity risk, salary risk and inflation risk:

Investment risk
Scheme assets are invested in a diversified portfolio of debt securities, equities and other return-seeking assets. If the assets underperform the discount rate used to calculate the defined benefit obligation, it will reduce the surplus or increase the deficit. Volatility in asset values and the discount rate will lead to volatility in the net pension liability on the Santander UK group’s balance sheet and in other comprehensive income. To a lesser extent this will also lead to volatility in the pension expense in the Santander UK group’s income statement. The actual performance of assets will impact the amount the Santander UK group needs to contribute to the Scheme in the future.
Interest rate risk
   The present value of the ~~defined benefit scheme~~Scheme’s liability is calculated using a discount rate determined by reference to high quality corporate bond ~~yields; if the return on Scheme assets is below this rate, it will create a Scheme deficit.~~
  ~~Interest rate risk~~ yields. A decrease in the ~~reference~~ bond yield will increase the ~~Scheme~~present value of the Scheme’s liability; however this will be partially offset by an increase in the value of the Scheme’s debt investments.
192     Santander UK plc
> Notes to the financial statements
Longevity risk    The present value of the ~~defined benefit scheme~~Scheme’s liability is calculated by reference to the best estimate of the life expectancy of scheme participants both during and after their employment. An increase in life expectancy of the ~~scheme~~Scheme participants will increase the ~~scheme’s~~present value of the Scheme’s liability as benefits will be paid for longer.
Salary risk    The present value of the ~~defined benefit scheme’s~~Scheme’s liability is calculated by reference to the future salaries of scheme participants. As such, an increase in the salary of the ~~scheme~~Scheme participants will increase the ~~scheme’s~~present value of 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 ~~Scheme~~Scheme’s liability as benefits will increase more quickly, accompanied by an expected increase in the return on the ~~scheme’s~~Scheme’s investments.
The Santander UK group does not hold material insurance policies over the schemes, and has not entered into any significant transactions with the schemes.
The total amount ~~charged/(credited)~~charged to the ~~income statement,~~Income Statement, including any amounts classified as redundancy costs ~~and in discontinued operations~~ was as follows:

     Group

2016
£m

2015
£m

2014
£m

Net interest (income)/expense
     (18)      (4)      13
Current service cost
     33      37      34
Past service cost/(credit)
     1      2      (230)
Administration costs
     8      6      7
     24      41      (176)
In 2014, following a review of the Santander (UK) Group Pension Scheme, pension arrangements for colleagues in that Scheme 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 plan 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 during the year were as follows:~~

Group


2017
£m

2016
£m

2015
£m

Net interest income
     (5 )    (18 )    (4 )
Current service cost
     31    33    37
Past service cost
     1    1    2
Administration costs
     8    8    6
     35    24    41
The amounts recognised in other comprehensive income during the year were as follows:


Group

     2017
£m    2016
£m    2015
£m
Return on plan assets (excluding amounts included in net interest expense)
     (435 )    (1,447 )    164
Actuarial (gains)/losses arising from changes in demographic assumptions
     (151 )    30    (67 )
Actuarial gains arising from experience adjustments
     (11 )    (80 )    (202 )
Actuarial losses/(gains) arising from changes in financial assumptions
     700    2,025    (211 )
Cumulative actuarial reserve acquired with subsidiary
     –      –      (3 )
Pension remeasurement
     103    528    (319 )
Movements in the present value of defined benefit obligations during the year were as follows:



Group


2017
£m

2016
£m

At 1 January
        (11,082 )    (9,004 )
Current service cost paid by Santander UK plc
        (30 )    (23 )
Current service cost paid by subsidiaries
        (1 )    (2 )
Current service cost paid by fellow Banco Santander subsidiaries
        (12 )    (8 )
Interest cost
        (305 )    (333 )
Employer salary sacrifice contributions
        (6 )    (7 )
Past service cost
        (1 )    (1 )
Remeasurement:

– Actuarial movements arising from changes in demographic assumptions
        151    (30 )
– Actuarial movements arising from experience adjustments
        11    80
– Actuarial movements arising from changes in financial assumptions
        (700 )    (2,025 )
Benefits paid
        392    271
At 31 December
        (11,583 )    (11,082 )
Movements in the fair value of scheme assets during the year were as follows:


Group

        2017
£m    2016
£m
At 1 January
        11,218    9,450
Interest income
        310    351
Contributions paid by employer and scheme members
        171    236
Contributions paid by fellow Banco Santander subsidiaries
        12    13
Administration costs paid
        (8 )    (8 )
Return on plan assets (excluding amounts included in net interest expense)
        435    1,447
Benefits paid
        (392 )    (271 )
At 31 December
        11,746    11,218

     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:~~ LOGO

     Group      Company

2016
£m

2015
£m

2016
£m

2015
£m

Balance at 1 January
     (9,004)      (9,314)      (8,953)      (9,299)
Assumed through business combinations
     -      (34)      -      -
Current service cost
     (23)      (25)      (23)      (25)
Current service cost paid by subsidiaries
     (2)      (2)      (2)      (2)
Current service cost paid by fellow Banco Santander subsidiaries
     (8)      (10)      (8)      (9)
Interest cost
     (333)      (338)      (330)      (336)
Employer salary sacrifice contributions
     (7)      (7)      (7)      (7)
Past service cost
     (1)      (2)      (1)      (2)
Remeasurement gains/(losses):

- Actuarial (losses)/gains arising from changes in demographic assumptions
     (30)      67      (30)      67
- Actuarial gains/(losses) arising from experience adjustments
     80      202      80      202
- Actuarial (losses)/gains arising from changes in financial assumptions
     (2,025)      211      (2,020)      211
Benefits paid
     271      248      269      247
Balance at 31 December
     (11,082)      (9,004)      (11,025)      (8,953)
Santander UK plc 193


~~Santander UK plc~~    ~~233~~
~~Annual Report 2016~~
~~Financial statements~~
Annual Report 2017 on Form 20-F | 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) and £8m (2015: £6m, 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 by category at 31 December ~~2016~~2017 and ~~2015.~~2016.
~~2016~~
                   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      %
2017      £m         %         £m         %         £m         %
UK equities
     148      1    -      -      148      1      187         1         –         –         187         1
Overseas equities
     2,064      19    597      5      2,661      24      2,204         19         706         6         2,910         25
Corporate bonds
     1,778      16    162      1      1,940      17      1,665         14         209         2         1,874         16
Government fixed interest bonds
     226      2    -      -      226      2      255         2         –         –         255         2
Government index-linked bonds
     3,294      29    -      -      3,294      29      3,506         30         –         –         3,506         30
Property
     -      -    1,361      12      1,361      12      –         –         1,547         13         1,547         13
Cash
     -      -    197      2      197      2      –         –         206         2         206         2
Other
     -      -    1,391      13      1,391      13      –         –         1,261         11         1,261         11
     7,510      67    3,708      33      11,218      100      7,817         66         3,929         34         11,746         100

2015

2016

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      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

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
Scheme 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 £746m (2016: £1,798m, ~~(2015: £177m, 2014: £1,402m) and £1,799m (2015: £176m, 2014: £1,401m), respectively.~~
~~234~~    ~~Santander UK plc~~
~~Primary financial~~ ~~Notes to the~~
~~Audit Report~~ ~~statements~~
~~financial statements~~
2015: £177m).
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 ~~2016~~2017 and ~~2015.~~2016. 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~~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 up to 20% quoted equities, at least 50% debt instruments (including gilts, ~~index-linked~~index–linked gilts, and corporate bonds) and 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 ~~2016,~~2017, the ~~Santander (UK) Group Pension~~ Scheme held interest rate swaps with a gross notional value of ~~£1,945m (2015: £980m)~~£2,116m (2016: £1,945m) and inflation swaps with a gross notional value of £1,030m ~~(2015: £1,048m)~~(2016: £1,030m) for the purposes of liability matching. In addition the Scheme entered into an equity collar in 2017 which had a notional value of £2bn at 31 December 2017.
194     Santander UK plc
> Notes to the financial statements
Funding
In ~~June 2014~~March 2017 in compliance with the Pensions Act 2004, the ~~trustees~~Trustee 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~~2016 actuarial valuation. The funding target for this actuarial valuation is for the Scheme to have sufficient assets to make payments to members in respect of the accrued benefits as and when they fall due. In accordance with the terms of the ~~trustee~~Trustee agreement in place at the time, the Santander UK group contributed ~~£199m (2015: £nil)~~£163m in 2017 (2016: £199m) to the Scheme, ~~in the year,~~ of which ~~£101m~~£123m (2016: £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 April 2017.~~contributions. The agreed schedule of the Santander UK group’s remaining contributions to the Scheme comprises contributions of £119m each year from 1 April 2017 increasing by 5% to 31 March ~~2023~~2026 plus contributions ~~recommencing for the Group Section at~~of £28m per annum increasing at 5% from 1 April 2021 to 31 March ~~2023. However, this will~~2023 followed by £66m per annum increasing at 5% per annum from 1 April 2023 to 31 March 2026. In addition the Santander UK group have agreed to pay further contingent contributions should investment performance be ~~reviewed as part of~~worse than expected, or should the ~~2016~~funding position have fallen behind plan at the next formal actuarial ~~valuation which is ongoing.~~valuation.
Actuarial assumptions
The principal actuarial assumptions used for the defined benefit schemes were as follows:

        Group and Company

2016
%

2015
%

2014
%

To determine benefit obligations:

- Discount rate for scheme liabilities
     2.8      3.7      3.6
- General price inflation
     3.1      3.0      3.0
- General salary increase
     1.0      1.0      1.0
- Expected rate of pension increase
     2.9      2.8      2.8
        Years      Years      Years
Longevity at 60 for current pensioners, on the valuation date:

- Males
     27.8      27.7      27.9
- Females
     30.3      30.2      30.3
Longevity at 60 for future pensioners currently aged 40, on the valuation date:

- Males
     30.0      29.9      30.2
- Females
     32.2      32.2      32.3
Group

2017
%

2016
%

2015
%
To determine benefit obligations:

– Discount rate for scheme liabilities
2.5   2.8   3.7
– General price inflation
3.2   3.1   3.0
– General salary increase
1.0   1.0   1.0
– Expected rate of pension increase
2.9   2.9   2.8
Years    Years   Years
Longevity at 60 for current pensioners, on the valuation date:

– Males
27.4   27.8   27.7
– Females
30.1   30.3   30.2
Longevity at 60 for future pensioners currently aged 40, on the valuation date:

– Males
28.9   30.0   29.9
– Females
31.7   32.2   32.2
The rate used to discount the retirement benefit obligation is based on the annual yield at ~~31 December~~the balance sheet date of high quality corporate bonds on that date, adjusted to match the terms of the ~~scheme~~Scheme liabilities. ~~The~~
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. We 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.
Consistent with our discount rate methodology, we set the inflation assumption ~~is set based on~~using the ~~Bank~~expected cash flows of ~~England projected~~the Scheme, fitting them to an inflation ~~rates over~~curve to give a weighted average inflation assumption. We then deduct an inflation risk premium. During the ~~duration~~year the methodology for determining the inflation risk premium was changed. A cap was introduced to better reflect management’s view of ~~scheme liabilities weighted by projected scheme cash flows.~~inflation expectations.
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 is~~was carried out. ~~Following~~During the year, and following the March ~~2013~~2016 actuarial valuation review, the Continuous Mortality Investigation Table ~~“S1~~“S2 Light” ~~continued to be~~was adopted ~~but~~(updated from the ~~weighting for probability of death was adjusted.~~S1 Light tables used previously). To reflect experience, and including a margin for prudence, for the funding basis, the adjustment adopted ~~in 2014 and 2015~~ was a loading for the probability of death of ~~116%~~104% for male members and ~~98%~~82% for female ~~members (2013: 103%~~members. The mortality assumption for ~~both male~~accounting purposes was also updated to be in line with the best estimate assumptions and ~~female members).~~is now assumed to follow 108% for males and 86% for females of the standard “S2 Light” All Pensioners tables, based on the experience of Self–Administered Pension Schemes (SAPS) and projected in line with CMI 2016 improvements to the measurement date.
Allowance ~~was~~is then made for expected future improvements to life expectancy based on the Continuous Mortality Investigation Table CMI ~~2013~~2016 with a ~~long-term~~long–term rate of future improvements to life expectancy of 1.25% for male and female members. This has been updated since 31 December 2016 when the CMI 2015 table was adopted with long–term rate of future improvements of 1.5% for male ~~members~~ and 1.25% for female members. ~~At 31 December 2015~~In addition to updating the ~~improvement table was updated~~mortality assumptions during the year, adjustments were also made to the ~~CMI 2015 table~~allowance for commutation to reflect actual Scheme experience over the ~~latest available data~~intervaluation period from ~~the CMI. At 31 December 2016 the same mortality assumption has been adopted as at the previous year-end. This will be reviewed following the completion of the 2016 formal actuarial valuation.~~2013 to 2016.
The table above shows that a participant retiring at age 60 at 31 December ~~2016~~2017 is assumed to live for, on average, ~~27.8~~27.4 years in the case of a male member and ~~30.3~~30.1 years in the case of a female member ~~(2015: 27.7~~(2016: 27.8 years male and ~~30.2~~30.3 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~~At 31 December 2017 the change in the inflation rate methodology ~~for calculating Scheme liabilities to have~~above had a ~~discount rate based~~negative impact of £125m, and the changes in the mortality and commutation assumptions had a positive impact of £150m, on ~~market yields~~the accounting surplus of ~~high quality corporate bonds~~£163m (2016: surplus 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.£136m).
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.
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Santander UK plc 195


~~Santander UK plc~~    ~~235~~
~~Annual Report 2016~~
~~Financial statements~~
Annual Report 2017 on Form 20-F | 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)

2016
£m

2015
£m

2017
£m


2016
£m

Discount rate
     Change in pension obligation at year-end from a 25 bps increase      (593)      (434) Change in pension obligation atyear-end from a 25 bps increase    (550)    (593 )
     Change in pension cost for the year from a 25 bps increase      (21)      (16) Change in pension cost for the year from a 25 bps increase    (19)    (21 )
General price inflation
     Change in pension obligation at year-end from a 25 bps increase      405      278 Change in pension obligation atyear-end from a 25 bps increase    365    405
     Change in pension cost for the year from a 25 bps increase      13      10 Change in pension cost for the year from a 25 bps increase    12    13
General salary increase
     Change in pension obligation at year-end from a 25 bps increase      n/a      n/a Change in pension obligation atyear-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      369      218 Change in pension obligation atyear-end from each additional year of longevity assumed    367    369
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
2017
     287
Year ending 31 December
£m

2018
     307      252
2019
     327      253
2020
     349      270
2021
     373      290
Five years ending 2026
     2,286
2022
     313
Five years ending 2027
     1,836
The average duration of the defined benefit obligation at 31 December ~~2016~~2017 was ~~21.0~~20.1 years ~~(2015: 19.8~~(2016: 21.0 years) and comprised:



2016
years

2015
years

2017
years


2016
years

Active members
     26.8      25.4      26.5      26.8
Deferred members
     25.7      24.3      24.4      25.7
Retired members
     14.6      13.7      13.9      14.6
Maturity profile of undiscounted benefit payments (unaudited)
The maturity profile of the estimated undiscounted benefit payments expected to be paid from the Scheme over its life at 31 December 2017 was:

~~236~~    ~~Santander UK plc~~ LOGO
196     Santander UK plc
   ~~Primary financial~~ > Notes to the
~~Audit Report~~ ~~statements~~
financial statements

~~35.~~29. CONTINGENT LIABILITIES AND COMMITMENTS

     Group      Company

2016
£m

2015
£m

2016
£m

2015
£m

Guarantees given by Santander UK plc to its subsidiaries
     -      -      57,196      86,153
Guarantees given to third parties
     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
     9,462      3,606      7,462      1,376
- More than one year
     32,154      32,147      19,010      19,690
     43,475      37,321      85,216      108,474


	Group
	2017 £m		2016 £m
Guarantees given to third parties		1,557		1,859
Formal standby facilities, credit lines and other commitments with original term to maturity of:
– One year or less		10,664		9,462
– Later than one year		31,278		32,154
		43,499		43,475

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.

~~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. Persuant 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~~Ongoing assessments are made to ensure that ~~the limit remains~~credit limits remain appropriate considering any change in the security value or the customer’s financial circumstances. For 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,~~27, the Santander UK group participates in the UK’s national resolution scheme, the FSCS, and is thus subject to levies to fund the FSCS. In the event that the FSCS significantly increase the levies to be paid by firms the associated costs to the Santander UK group would rise.

Loan representations and warranties

In connection with the securitisations and covered bond transactions described in Note 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.

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~~mortgage–backed securitisations or the covered bond transaction included in Note 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 ofsub-prime business. In addition, Santander UK plc’s credit policy explicitly prohibits such lending.

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Santander UK plc		197

~~Santander UK plc~~ ~~237~~

~~Annual Report 2016~~

~~Financial statements~~


Annual Report 2017 on Form 20-F \| Financial statements

Similarly, under the auto loan securitisations in Note 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.

The outstanding balances under the securitisation and covered bond transactions originated by the Santander UK group are set out in Note 16.

Other legal actions and regulatory matters

The Santander UK group engages in discussion, andco-operates, with the FCA, PRA 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 also 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~~in addition to legal and regulatory reviews, challenges and enforcement ~~actions.~~investigations. All such matters are assessed periodically to determine the likelihood of Santander UK incurring a liability. It is not currently practicable to estimate the possible financial effect of these matters.

In those instances where it is concluded that it is ~~more likely than~~ not yet probable that a quantifiable 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~~case or to reasonably quantify the expected payment, no provision ~~will~~is made.

Note 27 details our provisions including those in relation to PPI. In relation to a specific PPI portfolio of complaints, a legal dispute regarding allocation of liability is in its early stages. There are factual issues to be ~~held. However,~~resolved which may have legal consequences including in relation to liability. These issues create uncertainties which mean that it is difficult to reliably predict the resolution of the matter including timing or the significance of the possible impact. The PPI provision includes our best estimate of Santander ~~UK does~~UK’s liability to the specific portfolio. Further information has not ~~currently expect~~been provided on the ~~final outcome of any such case to have a material adverse effect on its financial position, operations or cash flows.~~basis that it would be seriously prejudicial.

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, andco-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 2010.

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 shareholder 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 litigation. Visa Inc. has recourse to this indemnity once more than€1bn 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.~~33.

Otheroff-balance sheet commitments

The Santander UK group has commitments to lend at fixed interest rates which expose itus to interest rate risk. For further information, see the Risk review.

Operating lease commitments

             Group      Company

2016
£m

2015
£m

2016
£m

2015
£m

Rental commitments under non-cancellable operating leases:

- No later than 1 year
     82      79      72      68
- Later than 1 year but no later than 5 years
     252      272      214      234
- Later than 5 years
     134      144      102      119
     468      495      388      421


	Group
Rental commitments undernon-cancellable operating leases	2017 £m		2016 £m
Not later than one year		73		82
Later than one year and not later than five years		160		252
Later than five years		70		134
		303		468

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,~~2017, Santander UK group rental expense amounted to £61m ~~(2015:~~(2016: £61m, ~~2014: £67m)~~2015: £61m) in respect of minimum rentals. There was nosub-lease rental income, and no contingent rent expense included in this rental expense.

~~238~~ ~~Santander UK plc~~

198

Santander UK plc

~~Primary financial~~

> Notes to the

~~Audit Report~~

~~statements~~

financial statements

~~36.~~30. SHARE CAPITAL ~~AND OTHER EQUITY INSTRUMENTS~~

     Group and Company

2016
£m

2015
£m

Ordinary share capital
     3,105      3,105
£300m fixed/floating rate non-cumulative callable preference shares
     14      14
£300m Step-up Callable Perpetual Reserve Capital Instruments
     235      235
£300m Step-up Callable Perpetual Preferred Securities
     -      7
AT1 securities:

- £750m Perpetual Capital Securities
     750      750
- £300m Perpetual Capital Securities
     300      300
- £500m Perpetual Capital Securities
     500      500
     4,904      4,911

~~a) Share capital~~


	Group
	Ordinary shares of £0.10 each				£300m Preference shares of £1,000 each					Total
Issued and fully paid share capital	No.		£m		No.			£m		£m
At 1 January 2016		31,051,768,866		3,105		13,797			14		3,119
Repurchases		–		–		(17	)		–		–
At 31 December 2016, 1 January 2017 and 31 December 2017		31,051,768,866		3,105		13,780			14		3,119

     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
Share premium	2017 £m		2016 £m
At 1 January and 31 December		5,620		5,620

     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 RateNon-Cumulative Callable Preference Shares

The preference shares entitle the holders to a fixednon-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.

~~b) Other equity instruments~~31. OTHER EQUITY INSTRUMENTS


	Group
	2017 £m		2016 £m
£300mStep-up Callable Perpetual Reserve Capital Instruments		235	235
AT1 securities:
– £500m Perpetual Capital Securities		496	–
– £750m Perpetual Capital Securities		750	750
– £300m Perpetual Capital Securities		300	300
– £500m Perpetual Capital Securities		500	500
		2,281	1,785

£300mStep-up Callable Perpetual Reserve Capital Instruments

The ~~£300 m~~ £300mStep-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.

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Santander UK plc		199

~~Santander UK plc~~ ~~239~~

~~Annual Report 2016~~

~~Financial statements~~


Annual Report 2017 on Form20-F \| 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.~~

Company. The £500m and £300m Perpetual Capital Securities issued in 2014 and the £750m and £500m Perpetual Capital Securities issued in 2015 and 2017 meet the CRD IV AT1 rules and are fully recognised as AT1 capital.

£~~750m~~500m Perpetual Capital Securities

On 10 ~~June 2015,~~April 2017, the Company issued ~~£750m~~£500m Perpetual Capital Securities, all of which ~~100% was~~were 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.~~December. At each distribution payment date, the Company can decide whether to pay the distribution rate, which is ~~non-cumulative,~~non–cumulative, in whole or in part. The distribution rate is ~~7.375%~~6.75% per annum until 24 June ~~2022;~~2024; thereafter, the distribution rate resets every five years to a rate of ~~5.543%~~5.792% 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~~2024 or on any reset date thereafter. No such redemption may be made without the consent of the PRA.

£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 isnon-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 if 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 any reset date thereafter. No such redemption may be made without the PRA’s consent.

£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 isnon-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,~~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~~32. NON–CONTROLLING INTERESTS

2016
£m

2015
£m

PSA Finance UK Limited
     150      135


	Group
	2017 £m		2016 £m
PSA Finance UK Limited		152		150
		152		150

PSA Finance UK Limited is the only subsidiary in the Santander UK group that gives rise to significantnon-controlling interests. See Note 19 for summarised financial information of PSA Finance UK Limited.

~~240~~ ~~Santander UK plc~~

200

Santander UK plc

~~Primary financial~~

> Notes to the

~~Audit 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.~~33. 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 foron-balance sheet andoff-balance sheet in accordance with IFRS.


	Group						Company		Group
	2016 £m		2015 £m		2016 £m		2015 £m		2017 £m	2016 £m
On-balance sheet:
Treasury bills and other eligible securities		6,491		5,224		5,343		-	12,576	6,491
Cash		4,123		3,554		736		98	3,658	4,123
Loans and advances to customers - securitisations and covered bonds (See Note 16)		40,230		47,501		-		-
Loans and advances to customers – securitisations and covered bonds (See Note 16)									35,421	40,230
Loans and advances to customers		10,601		4,348		9,976		2,834	15,047	10,601
Debt securities		755		1,169		-		271	130	755
Equity securities		5,637		6,178		-		-	8,629	5,637
		67,837		67,974		16,055		3,203
Totalon-balance sheet									75,461	67,837
Off-balance sheet:
Treasury bills and other eligible securities		15,013		9,871		-		2,167	30,220	15,013
Debt securities		331		373		2,984		5,545	850	331
Equity securities		1,557		709		-		-	1,943	1,557
		16,901		10,953		2,984		7,712
Totaloff-balance sheet									33,013	16,901

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%~~in excess of the borrowed amount. The carrying amount of assets that were so provided at 31 December ~~2016~~2017 was ~~£17,359m (2015: £13,868m)~~£34,310m (2016: £17,359m), of which ~~£4,949m (2015: £6,543m) were~~£2,931m (2016: £4,949m) was classified within ~~‘loans~~‘Loans and advances to customers – securitisations and covered bonds’ in the table above.

Securitisations and covered bonds

As described in Note 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~~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 ~~2016, £363m (2015: £947m)~~2017, £1,091m (2016: £363m) of loans were so assigned by the Santander UK group.

Santander UK plc also has a covered bond programme, whereby securities are issued to investors and are secured by a pool of residential mortgages. At 31 December ~~2016,~~2017, the pool of residential mortgages for the covered bond programme was ~~£20,263m (2015: £23,613m)~~£19,772m (2016: £20,263m).

At 31 December ~~2016,~~2017, total notes issued externally from secured programmes (securitisations and covered bonds) decreased to ~~£24,134m (2015: £25,885m)~~£19,907m (2016: £24,134m), including gross issuance of ~~£2,771m (2015: £3,068m)~~£3,980m (2016: £2,771m) and redemptions of ~~£6,844m (2015: £9,840m)~~£10,030m (2016: £6,844m). At 31 December ~~2016,~~2017, a total of ~~£4,998m (2015: £11,110m)~~£4,359m (2016: £4,998m) 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 ~~£2,764m~~£1,834m at 31 December ~~2016 (2015: £5,393m)~~2017 (2016: £2,764m), 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 ~~£27,975m~~£38,016m at 31 December ~~2016 (2015: £20,547m)~~2017 (2016: £27,975m) 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 ~~2016, £3,523m (2015: £3,554m)~~2017, £3,658m (2016: £3,523m) of such collateral in the form of cash had been provided by the Santander UK group and is included in the ~~table above.~~

table.

~~242~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit Report~~

~~statements~~

~~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 andoff-balance sheet in accordance with IFRS.


	Group						Company		Group
	2016 £m		2015 £m		2016 £m		2015 £m		2017 £m	2016 £m
On-balance sheet:
Trading liabilities		3,535		1,559		-		-	1,911	3,535
Deposits by banks		785		1,443		58		1,047	1,760	785
		4,320		3,002		58		1,047
Deposits by customers									8	–
Totalon-balance sheet									3,679	4,320
Off-balance sheet:
Trading liabilities		26,980		16,870		3,170		2,167	36,230	26,980
Deposits by banks		1,167		499		-		-	2,425	1,167
		28,147		17,369		3,170		2,167
Totaloff-balance sheet									38,655	28,147

LOGO


Santander UK plc		201


Annual Report 2017 on Form 20-F \| Financial statements

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%~~in excess 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 ~~2016,~~2017, the fair value of such collateral received was ~~£15,483m (2015: £3,996m)~~£16,356m (2016: £15,483m). 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 ~~£12,664m~~£22,299m at 31 December ~~2016 (2015: £13,373m)~~2017 (2016: £12,664m) 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 ~~2016, £4,320m (2015: £3,002m)~~2017, £3,679m (2016: £4,320m) of such collateral in the form of cash had been received by the Santander UK group and is included in the ~~table above.~~table.

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.~~34. 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 ~~£4.4m (2015: £nil)~~£16.7m (2016: £4.4m), none of which had vested at 31 December ~~2016 (2015: nil)~~2017 (2016: £nil). Cash received from the exercise of share options was £2.3m (2016: £nil, ~~(2015: £nil, 2014: £1m)~~2015: £nil).

The main schemes are:

a) Sharesave Schemes

The Santander UK group launched its ~~ninth~~tenth HM Revenue & Customs approved Sharesave Scheme under Banco Santander SA ownership in September ~~2016.~~2017. The first ~~eight~~nine Sharesave Schemes were launched each year from 2008 to ~~2015~~2016 in the month of September under broadly similar terms as the ~~2016~~2017 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.

The fair value of each Sharesave option for 2017, 2016 ~~2015~~ and ~~2014~~2015 has been estimated at the date of acquisition or grant using a Partial Differentiation Equation model with the following assumptions:


	2016		2015		2014		2017		2016		2015
Risk free interest rate		0.31%-0.41%		1.06%-1.37%		1.56%-1.97%		0.89% – 1.08%		0.31% – 0.41%		1.06% – 1.37%
Dividend yield		6.28%-6.46%		6.91%-7.36%		10.16%-10.82%		5.48% – 5.51%		6.28% – 6.46%		6.91% – 7.36%
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%		26.16% – 26.31%		31.39% – 32.00%		28.54% – 29.11%
Expected lives of options granted under 3 and 5 year schemes		3 and 5 years		3 and 5 years		3 and 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~~market–related vesting conditions are met, provided that thenon-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~~movements in the number of share options during the year, ~~together with the~~and changes in weighted average exercise price over the same period.

     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
£

Options outstanding at the start of the year
     24,762      3.53      19,122      4.19      15,895      3.98
Options granted during the year
     17,296      4.91      14,074      3.13      6,745      4.91
Options exercised during the year
     (338)      3.67      (1,839)      3.75      (1,375)      4.36
Options forfeited/expired during the year
     (12,804)      3.51      (6,595)      4.50      (2,143)      4.85
Options outstanding at the end of the year
     28,916      3.08      24,762      3.53      19,122      4.19
Options exercisable at the end of the year
     2,334      4.30      2,807      3.76      517      5.28


	2017					2016					2015
	Number of options ‘000			Weighted average exercise price £		Number of options ‘000			Weighted average exercise price £		Number of options ‘000			Weighted average exercise price £
Outstanding at 1 January		28,916			3.08		24,762			3.53		19,122			4.19
Granted		3,916			4.02		17,296			4.91		14,074			3.13
Exercised		(1,918	)		3.77		(338	)		3.67		(1,839	)		3.75
Forfeited/expired		(3,713	)		3.40		(12,804	)		3.51		(6,595	)		4.50
Outstanding at 31 December		27,201			3.12		28,916			3.08		24,762			3.53
Exercisable at 31 December		5,200			3.17		2,334			4.30		2,807			3.76


202		Santander UK plc


		> Notes to the financial statements

The weighted average grant-date fair value of options granted under the Sharesave scheme during the year was £1.02 (2016: £0.65, ~~(2015: £0.50, 2014: £0.56)~~2015: £0.50). The weighted average share price at the date the share options were exercised was £4.96 (2016: £3.79, ~~(2015: £3.79, 2014: £5.59)~~2015: £3.79).

The following table summarises the range of exercise prices and weighted average remaining contractual life of the options outstanding at 31 December ~~2016~~2017 and ~~2015.~~2016.

     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


	2017				2016
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		3		2.75		4		2.75
£3 to £4		1		3.17		3		3.28
£4 to £5		3		4.21		2		4.82

~~244~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit Report~~

~~statements~~

~~financial statements~~

b) ~~Long-Term~~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)~~35) 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~~have been no LTIP ~~awarded in 2016~~awards granted since 2015 due to the introduction of a single variable remuneration framework across the Banco Santander ~~group.~~group in 2016.

The LTIP plans granted in 2015 and 2014 involve aone-year performance cycle for vesting with further three-year performance conditions applied to the deferral of 2015 awards. Beneficiaries were ~~allocated~~granted an initial award determined in GBP which was converted into shares in Banco Santander SA in January 2015 and January 2016 ~~respectively.~~respectively based on performance over the performance cycle. The 2014 LTIP vested at 100% in January 2015 based on Banco Santander SA’s relative Total Shareholder Return (TSR) performance in 2014 versus a comparator group, ~~and~~was deferred over three ~~years.~~years and is payable in 2018 based on further performance testing. 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~~over three ~~years.~~years and is payable in 2019 based on further performance testing.

2015 LTIP

Employees were ~~allocated~~granted 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%~~2016, based on Banco Santander SA’s relative EPS and RoTE performance in 2015 versus a comparator group. The 2015 LTIP vested at 91.5% in January 2016. The vested award ~~will be deferred over three years and~~is payable in 2019 subject to Banco Santander SA’s continuing relative performance to ~~comparators of EPS, RoTE and other non-financial measures such as Top 3 best bank to work for, Top 3 in customer satisfaction and loyal customers as well as continuing employment.~~comparators.

The following table summarises the movement in the value of conditional awards in the 2015 LTIP during 2017, 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


	2017 £000			2016 £000			2015 £000
Outstanding at 1 January		6,718			6,769			–
Granted		–			–			6,769
Forfeited/cancelled		(215)⁽¹	⁾		(51	)		–
Outstanding at 31 December		6,503			6,718			6,769

(1)

The outstanding shares have been updated to compensate for the equity dilution caused by the shares issued by Banco Santander SA in July 2017.

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-year period from 2015 to 2017, others will be tested once infor performance to 2017. Performance testing will take place during 2018.


		~~Percentage of maximum shares in that tranche to be delivered~~
Banco Santander SA’s place in the EPS ranking	Maximum shares in that tranche to be delivered %
1st to ~~5th~~5^th		100
6^th		87.5
7^th		75
8^th		62.5
9^th		50
10th and below		-

			–
		~~Percentage of maximum shares in that tranche to be delivered~~
Banco Santander SA’s RoTE	Maximum shares in that tranche to be delivered %
12% or above		100
~~11-12%~~11% to 12%		75
Below 11%		-	–

On a country level, 100% vests if Banco Santander SA is rated a top 3 best bank to work for and top 3 in customer satisfaction. 100% vests if the target for loyal customers is met inby December ~~2017~~2018 weighted equally between retail and corporate 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

Employees were ~~allocated~~granted 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%~~2015 based on Banco Santander SA’s relative TSR performance in 2014 versus a comparator group. The 2014 LTIP vested at 100% in January 2015. The vested award ~~will be~~has been 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. Relative TSR performance to 31 December 2017 will be tested during 2018 to determine the final tranche of the award vesting and will be paid in June 2018 subject to continued employment.

LOGO


Santander UK plc		203


Annual Report 2017 on Form 20-F \| Financial statements

The following table summarises the movement in the value of conditional awards in the 2014 LTIP during 2017, 2016 ~~2015~~ and ~~2014:~~2015:

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


	2017 £000			2016 £000			2015 £000
Outstanding at 1 January		3,193			5,102			5,355
Forfeited/cancelled		(1,283) ⁽¹	⁾		(1,909	)		(253	)
Outstanding at 31 December		1,910			3,193			5,102

(1)

The outstanding shares have been updated to compensate for the equity dilution caused by the shares issued by Banco Santander SA in July 2017.

See Note 4135 for details of conditional share awards made to certain Executive Directors, ~~and~~ Other Key Management Personnel and other individuals under the LTIP.

~~Santander UK plc~~ ~~245~~

~~Annual Report 2016~~

~~Financial statements~~

c) Deferred shares

Deferred incentive awards are designed to align employee performance with shareholder value and encourage increased retention of senior employees. During 2016 and 2017, 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 2016 and 2017 bonus awards, deferral of the award is over a three, five 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 additionalone-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, is also 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) frompre-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. ~~2,110,617~~2,147,399 shares were outstanding at 31 December ~~2016 (2015: 1,772,800~~2017 (2016: 2,110,617 shares).

~~41.~~35. 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	2016 £		2015 £		2014 £		2017 £		2016 £		2015 £
Salaries and fees		3,604,999		4,694,260		5,469,334		4,406,908		3,604,999		4,694,260
Performance-related payments⁽¹⁾		2,330,000		2,607,407		5,459,000		3,685,464		2,330,000		2,607,407
Other fixed remuneration (pension and other allowances & non-cash benefits)		635,493		1,002,320		1,064,984		1,580,321		635,493		1,002,320
Expenses		120,302		115,382		162,723		96,358		120,302		115,382
Total remuneration		6,690,794		8,419,369		12,156,041		9,769,051		6,690,794		8,419,369

Directors’ and Other Key Management Personnel remuneration
Directors’ and Other Key Management Personnel compensation							2017 £		2016 £		2015 £
Short-term employee benefits⁽²⁾		24,757,161		19,950,608		24,812,667		24,642,085		24,757,161		19,950,608
Post-employment benefits		1,918,144		1,825,688		1,421,603		2,292,857		1,918,144		1,825,688
Share-based payments		-		400,948		154,506		–		–		400,948
Other long-term benefits		-		-		-
Termination benefits		-		-		-
		26,675,305		22,177,244		26,388,776
Total compensation								26,934,942		26,675,305		22,177,244

(1)	In line with the Code, a proportion of the performance-related payment was deferred. Further details can be found in Note ~~40.~~34.

(2)

Excludes ~~payments~~grants of shares in Banco Santander SA made asbuy-outs of deferred performance-related payments in ~~2016~~2017 of ~~£2,732,357~~603,614 shares in connection with previous employment for four individuals (2016: nil 2015: nil). Excludes payments made asbuy-outs of deferred performance-related payments of £52,100 in connection with previous employment for one individual (2016: £2,732,357 for five ~~individuals (2015:~~individuals; 2015: £3,453,956 for five ~~individuals; 2014: £1,610,630 for three~~ individuals).

In ~~2016,~~2017, the remuneration, excluding pension contributions, of the highest paid Director, was ~~£4,535,756 (2015: £3,957,819)~~£4,714,578 (2016: £4,535,756) of which ~~£2,330,000 (2015: £1,760,000)~~£2,425,000 (2016: £2,330,000) was performance related. In ~~2016,~~2017, 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. ~~(2015:~~(2016: £15,450 p.a)~~, other than that accrued by, or treated to be accrued by a Spanish subsidiary of Banco Santander SA)~~.

~~246~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit Report~~

~~statements~~

~~financial statements~~

b) Retirement benefits

Defined benefit pension schemes are provided to certain employees. See Note 3428 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 ~~(2015:~~(2016: £15,450). Ex gratia pensions paid to former Directors of Santander UK plc in ~~2016,~~2017, which have been provided for previously, amounted to £2,482 (2016: £14,893, ~~(2015: £14,893, 2014:~~2015: £14,893). In 1992, the Board decided not to award any new such ex gratia pensions.


204		Santander UK plc


		> Notes to the 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.


	2016				2015
	No.		£000		No.		£000		2017						2016
Secured loans, unsecured loans and overdrafts									No.			£000			No.			£000
At 1 January		18		5,492		10		3,768		17			5,195			18			5,492
Net movements in the year		(1)		(297)		8		1,724
Net movements										(10	)		(3,979	)		(1	)		(297	)
At 31 December		17		5,195		18		5,492		7			1,216			17			5,195

Deposit, bank and instant access accounts and investments
At 1 January		26		14,678		18		16,882		26			9,138			26			14,678
Net movements in the year		-		(5,540)		8		(2,204)
Net movements										(1	)		4,046			–			(5,540	)
At 31 December		26		9,138		26		14,678		25			13,184			26			9,138

During ~~the year ended 31 December 2016, two~~2017, no Directors undertook sharedealing transactions through the Santander UK group’s execution-only stockbroker ~~(2015: five~~(2016: two Directors) with an aggregate net value of ~~£10,080 (2015: £156,699)~~£nil (2016: £10,080). Any transactions were on normal business terms and standard commission rates were payable.

In ~~2016~~2017 and ~~2015,~~2016, 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 ~~2016~~2017 and ~~2015,~~2016, no Directors exercised share options over shares in Banco Santander SA, the ultimate parent company of the Company.

Secured ~~and~~loans, unsecured loans and overdrafts 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~~Deposits, bank and instant access accounts and 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 Santander UK group.

In ~~2016,~~2017, loans were made to ~~five~~two Directors ~~(2015: six~~(2016: five Directors), with a principal amount of ~~£25,560~~£53,452 outstanding at 31 December ~~2016 (2015: £28,733)~~2017 (2016: £25,560). In ~~2016,~~2017, loans were made to ~~twelve~~five members of Santander UK’s Other Key Management Personnel ~~(2015:~~(2016: twelve), with a principal amount of ~~£5,169,234~~£1,162,384 outstanding at 31 December ~~2016 (2015: £5,462,770)~~2017 (2016: £5,169,234).

In ~~2016~~2017 and ~~2015,~~2016, there were no other transactions, arrangements or agreements with Santander UK in which Directors, orOther Key Management Personnel or persons connected with them had a material interest. In addition, in ~~2016~~2017 and ~~2015,~~2016, 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 ~~2016,~~2017, no Executive Directors ~~(2015: one, 2014: three)~~(2016: nil, 2015: one) or Other Key Management Personnel ~~(2015: thirteen, 2014: nine)~~(2016: nil, 2015: thirteen) were granted conditional awards under the Santander LTIP. No LTIP award was granted in 2017 or 2016.

LOGO


Santander UK plc		205

~~Santander UK plc~~ ~~247~~

~~Annual Report 2016~~

~~Financial statements~~


Annual Report 2017 on Form 20-F \| Financial statements

~~42.~~36. 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. Its 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 theyear-end:

                                                                     Group

Interest, fees and
other income received

Interest, fees and
other expenses paid

Amounts owed by
related parties

Amounts owed
to related parties


2016
£m

2015
£m

2014
£m

2016
£m

2015
£m

2014
£m

2016
£m

2015
£m

2016
£m

2015
£m

Ultimate parent
     (81)      (76)      (370)      188      99      74      2,148      1,458      (2,882)      (3,557)
Immediate parent
     (3)      (3)      -      139      19      -      5      3      (5,962)      (1,960)
Fellow subsidiaries
     (271)      (439)      (520)      653      743      867      363      1,077      (1,101)      (1,328)
Associates & joint ventures
     (27)      (24)      (25)      1      -      -      1,090      849      (37)      (15)
     (382)      (542)      (915)      981      861      941      3,606      3,387      (9,982)      (6,860)
                                                                     Company

Interest, fees and
other income received

Interest, fees and
other expenses paid

Amounts owed by
related parties

Amounts owed
to related parties


2016
£m

2015
£m

2014
£m

2016
£m

2015
£m

2014
£m

2016
£m

2015
£m

2016
£m

2015
£m

Ultimate parent
     (54)      (80)      (7)      52      152      83      46      31      (736)      (1,658)
Immediate parent
     (3)      (3)      -      139      19      -      6      3      (5,963)      (1,960)
Subsidiaries
     (3,979)      (2,366)      (3,426)      4,554      3,853      3,812      57,187      33,450      (39,411)      (58,468)
Fellow subsidiaries
     (72)      (120)      (131)      435      443      510      19      19      (628)      (702)
Associates & joint ventures
     -      -      -      -      -      -      -      -      (29)      (12)
     (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.


																								Group
	Interest, fees and other income received									Interest, fees and other expenses paid							Amounts owed by related parties				Amounts owed to related parties
	2017 £m			2016 £m			2015 £m			2017 £m		2016 £m			2015 £m		2017 £m		2016 £m		2017 £m			2016 £m
Ultimate parent		(60	)		(81	)		(76	)		321		188			99		4,398		2,148		(5,079	)		(2,882	)
Immediate parent		(3	)		(3	)		(3	)		207		139			19		8		5		(7,374	)		(5,962	)
Fellow subsidiaries		(76	)		(271	)		(439	)		491		653	��		743		102		363		(981	)		(1,101	)
Associates & joint ventures		(20	)		(27	)		(24	)		–		1			–		1,175		1,090		(33	)		(37	)
		(159	)		(382	)		(542	)		1,019		981			861		5,683		3,606		(13,467	)		(9,982	)

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 £334m at 31 December 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.~~28.

The above transactions were made in the ordinary course of business and substantially on the same terms as for comparable transactions with third party counterparties, except those carried out with Banco Santander SA and subsidiaries of the Company as part of our ring-fencing plans as described in Note 39, and within limits acceptable to the PRA. Such transactions do not involve more than the normal risk of collectability or present any unfavourable features.

~~248~~ In addition, and as described in Note 39, on 16 October 2017 Santander UK plc, Abbey National Treasury Services plc, Santander UK Group Holdings plc and Banco Santander SA entered into a ring-fencing transfer scheme which formalised the business transfers required to implement the planned ring-fenced structure.

206

Santander UK plc

~~Primary financial~~

> Notes to the

~~Audit Report~~

~~statements~~

financial statements

~~43.~~37. 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
											2015		Group
	Held at fair value		Held at amortised cost		Total		Held at fair value		Held at amortised cost		Total		2017						2016⁽¹⁾
	£m		£m		£m		£m		£m		£m		Held at fair value £m		Held at amortised cost £m		Total £m		Held at fair value £m		Held at amortised cost £ m		Total £m
Assets
Cash and balances at central banks		-		17,107		17,107		-		16,842		16,842		–		32,771		32,771		–		17,107		17,107
Trading assets		30,035		-		30,035		23,961		-		23,961		30,555		–		30,555		30,035		–		30,035
Derivative financial instruments		25,471		-		25,471		20,911		-		20,911		19,942		–		19,942		25,471		–		25,471
Financial assets designated at fair value		2,140		-		2,140		2,398		-		2,398		2,096		–		2,096		2,140		–		2,140
Loans and advances to banks		-		4,348		4,348		-		3,548		3,548		–		5,927		5,927		–		4,348		4,348
Loans and advances to customers		-		199,738		199,738		-		198,045		198,045		–		199,490		199,490		–		199,738		199,738
Loans and receivables securities		-		257		257		-		52		52
Available-for-sale securities		10,561		-		10,561		9,012		-		9,012
Held-to-maturity investments		-		6,648		6,648		-		-		-
Macro hedge of interest rate risk		-		1,098		1,098		-		781		781
Financial investments														8,853		8,758		17,611		10,561		6,905		17,466
		68,207		229,196		297,403		56,282		219,268		275,550		61,446		246,946		308,392		68,207		228,098		296,305
Non-financial assets						5,739						5,856						6,373						6,206
Total assets																		314,765						302,511
						303,142						281,406
Liabilities
Deposits by banks		-		9,769		9,769		-		8,278		8,278		–		13,784		13,784		–		9,769		9,769
Deposits by customers		-		177,172		177,172		-		164,074		164,074		–		183,648		183,648		–		177,172		177,172
Trading liabilities		15,560		-		15,560		12,722		-		12,722		31,109		–		31,109		15,560		–		15,560
Derivative financial liabilities		23,103		-		23,103		21,508		-		21,508
Derivative financial instruments														17,613		–		17,613		23,103		–		23,103
Financial liabilities designated at fair value		2,440		-		2,440		2,016		-		2,016		2,315		–		2,315		2,440		–		2,440
Debt securities in issue		-		50,346		50,346		-		49,615		49,615		–		42,633		42,633		–		50,346		50,346
Subordinated liabilities		-		4,303		4,303		-		3,885		3,885		–		3,793		3,793		–		4,303		4,303
Macro hedge of interest rate risk		-		350		350		-		110		110
		41,103		241,940		283,043		36,246		225,962		262,208		51,037		243,858		294,895		41,103		241,590		282,693
Non-financial liabilities						4,015						3,539						3,665						4,365
						287,058						265,747
Total liabilities																		298,560						287,058

                                       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

(1)

Restated to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1.

LOGO


Santander UK plc		207

~~Santander UK plc~~ ~~249~~

~~Annual Report 2016~~

~~Financial statements~~


Annual Report 2017 on Form 20-F \| 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, oravailable-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 itsnon-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~~Consolidated Income Statement or in ‘Other comprehensive income’ in the ~~statement~~Consolidated Statement of ~~comprehensive income~~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: 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 2:2		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 3:3		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 thebid-offer spreads allow consideration of the liquidity of a financial instrument.

Underlying assets and liabilities are reviewed to consider the appropriate adjustment to mark themid-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 thebid-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.

~~250~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit Report~~

~~statements~~

~~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.


208		Santander UK plc


		> Notes to the financial statements

Unrecognised gains as a result of the use of valuation models using unobservable inputs (Day One profits)

The timing of recognition of deferred Day 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 One profit and loss. Subsequent changes in fair value are recognised immediately in the ~~income statement~~Income Statement without immediate reversal of deferred Day 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 ~~2016~~2017 and ~~2015,~~2016, including their levels in the fair value hierarchy – ~~level~~Level 1, ~~level~~Level 2 and ~~level~~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. Cash 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 asheld-to-maturity investments, as referred to in Note 1, is categorised in ~~level~~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~~Level 1.

         Group
         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
   -    3,737    478    4,215    4,348       3,006    431    3,437    3,548
Loans and advances to customers Advances secured on residential property    -    -    157,961    157,961    154,448       -    156,105    156,105    152,837
Corporate loans    -    6,739    24,851    31,590    31,596       6,426    24,821    31,247    31,515
Other advances    -    -    13,685    13,685    13,694       -    13,685    13,685    13,693
   -    6,739    196,497    203,236    199,738       6,426    194,611    201,037    198,045
Loans and receivables securities
   -    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    -    2,406    -    2,406    2,384       4,265    -    4,265    4,209
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    -    -    91,162    91,162    91,162       -    76,193    76,193    76,193
Savings accounts    -    -    58,461    58,461    58,305       -    59,580    59,580    59,420
Time deposits    -    -    27,260    27,260    27,203       -    28,085    28,085    27,959
Securities sold under agreements to repurchase    -    582    -    582    502       546    -    546    502
   -    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
   -    44,643    -    44,643    42,840       41,425    -    41,425    39,772
Securitisation programmes    -    6,410    1,196    7,606    7,506       8,942    997    9,939    9,843
   -    51,053    1,196    52,249    50,346       50,367    997    51,364    49,615
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
Corporate loans    254      348      31,336      31,248      31,590      31,596
Other loans    19      26      13,666      13,668      13,685      13,694
   824      950      202,412      198,788          203,236          199,738
2015
Loans and advances to customers
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
Other loans    8      11      13,677      13,682      13,685      13,693
   790      918      200,247      197,127      201,037      198,045


																			Group
									2017										2016
	Fair value								Carrying		Fair value								Carrying
	Level 1 £m		Level 2 £m		Level 3 £m		Total £m		value £m		Level 1 £m		Level 2 £m		Level 3 £m		Total £m		value £m
Assets
Loans and advances to banks		–		5,358		556		5,914		5,927		–		3,737		478		4,215		4,348
Loans and advances to customers – unimpaired		–		6,481		194,551		201,032		198,629		–		6,739		195,673		202,412		198,788
– impaired		–		–		784		784		861		–		–		824		824		950
Financial investments		6,435		2,211		–		8,646		8,758		6,436		272		–		6,708		6,905
		6,435		14,050		195,891		216,376		214,175		6,436		10,748		196,975		214,159		210,991

Liabilities
Deposits by banks		–		13,249		557		13,806		13,784		–		9,360		438		9,798		9,769
Deposits by customers		–		564		183,226		183,790		183,648		–		582		176,883		177,465		177,172
Debt securities in issue		–		44,296		–		44,296		42,633		–		51,053		1,196		52,249		50,346
Subordinated liabilities		–		4,256		–		4,256		3,793		–		4,562		–		4,562		4,303
		–		62,365		183,783		246,148		243,858		–		65,557		178,517		244,074		241,590

There are no loans and advances to banks ~~loans~~ and ~~receivable securities and held-to-maturity~~financial 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

   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
Corporate loans    149    204    15,208    15,217    15,357    15,421
Other loans    12    16    30,683    30,689    30,695    30,705
   712    796        203,301        199,778        204,013        200,574
2015
Loans and advances to customers
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

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~~included in other assets on the balance sheet.

LOGO


Santander UK plc		209


Annual Report 2017 on Form 20-F \| Financial statements

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 below.

~~252~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

~~statements~~

~~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.

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 loans and advances to customers has been determined 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) Advances secured on residential property

The mortgage portfolio is stratified into tranches by LTV; (being a significant driver of market pricing) and the fair value of each tranche is calculated by discounting contractual cash flows, after taking account of expected customer prepayment rates, using a valuation spread based on new business interest rates derived from competitor market 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 refinance at any time.

-–

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.

-–

For impaired loans, we apply a discount to reflect the fact that the model does not fully take into account the higher risk nature of these loans and, in addition, discount the collateral value of loans with a LTV over 80% ~~LTV~~ to reflect the greater possibility of repossession and recovery value.

ii) Corporate loans

The corporate loan portfolio is stratified by product. ~~For the performing book, the~~The determination of ~~their~~the fair values of performing loans takes account of the differential between existing margins and ~~an estimate of~~estimated 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 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 2016 and 2015 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 at fair value for historic ~~reasons at fair value.~~reasons. The same methodology has been applied to calculate the fair value of loans held at amortised cost. The fair value of this ~~portion~~part of the portfolio has been determined using valuation technique A as described inbelow.

With respect to the ~~valuation technique section below.~~othernon-core corporate and legacy portfolios, including commercial mortgages, their market value is estimated, based on an orderly three year disposal process. In addition, the same discount has been applied to the impaired book as for the corporate loans above.

iii) Other loans

~~This consists~~These consist 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 nomark-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 or deficit 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.


210		Santander UK plc


		> Notes to the financial statements

Financial investments

Loans and ~~receivables securities~~

~~These debt~~receivable 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~~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~~Liabilities:

~~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 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 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~~2017 and ~~2015,~~2016, analysed by their levels in the fair value hierarchy – Level 1, Level 2 and Level 3.


		Group																																				Group
Balance sheet category		2016								2015
																												2017								2016
		Level 1 £m		Level 2 £m		Level 3 £m		Total £m		Level 1 £m		Level 2 £m		Level 3 £m		Total £m		Valuation technique				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 banks		–		6,897		–		6,897		–		7,478		–		7,478		A
	Loans and advances to customers		762		9,561		-		10,323		580		5,380		-		5,960		A		Loans and advances to customers		656		8,184		–		8,840		762		9,561		–		10,323		A
	Debt securities		6,248		-		-		6,248		5,462		-		-		5,462		-		Debt securities		5,156		–		–		5,156		6,248		–		–		6,248		–
	Equity securities		5,986		-		-		5,986		7,106		-		-		7,106		-		Equity securities		9,662		–		–		9,662		5,986		–		–		5,986		–
																							15,474		15,081		–		30,555		12,996		17,039		–		30,035
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
Derivative financial instruments																					Exchange rate contracts		–		6,061		16		6,077		–		8,300		22		8,322		A
																					Interest rate contracts		–		12,956		12		12,968		1		15,795		19		15,815		A & C
																					Equity and credit contracts		–		861		36		897		–		1,272		62		1,334		B & D
																							–		19,878		64		19,942		1		25,367		103		25,471
Financial assets designated at fair value	Loans and advances to customers		-		1,668		63		1,731		-		1,832		59		1,891		A		Loans and advances to customers		–		1,485		64		1,549		–		1,668		63		1,731		A
Financial assets designated at fair value	Debt securities		-		208		201		409		-		299		208		507		A & B		Debt securities		184		187		176		547		–		208		201		409		A & B
																							184		1,672		240		2,096		–		1,876		264		2,140
Available-for-sale securities	Equity securities		17		63		32		112		17		12		100		129		B
Financial investments																					Available-for-sale equity securities		19		9		53		81		17		63		32		112		B
																					Available-for-sale debt securities		8,770		2		–		8,772		10,449		–		–		10,449		C
	Debt securities		10,449		-		-		10,449		8,856		27		-		8,883		C				8,789		11		53		8,853		10,466		63		32		10,561
Total assets at fair value			23,463		44,345		399		68,207		22,109		33,618		555		56,282			Total assets at fair value			24,447		36,642		357		61,446		23,463		44,345		399		68,207

Liabilities
Trading liabilities	Deposits by banks		-		4,200		-		4,200		-		2,777		-		2,777		A		Deposits by banks		–		1,885		–		1,885		–		4,200		–		4,200		A
	Deposits by customers		-		8,559		-		8,559		-		7,151		-		7,151		A		Deposits by customers		–		25,530		–		25,530		–		8,559		–		8,559		A
	Short positions		2,801		-		-		2,801		2,794		-		-		2,794		-		Short positions		3,694		–		–		3,694		2,801		–		–		2,801		–
																							3,694		27,415		–		31,109		2,801		12,759		–		15,560
Derivative liabilities	Exchange rate contracts		-		6,009		21		6,030		-		6,140		55		6,195		A
Derivative financial																					Exchange rate contracts		–		4,176		15		4,191		–		6,009		21		6,030		A
instruments																					Interest rate contracts		–		12,720		5		12,725		–		16,202		11		16,213		A & C
	Interest rate contracts		-		16,202		11		16,213		1		13,677		10		13,688		A & C		Equity and credit contracts		1		653		43		697		1		817		42		860		B & D
	Equity and credit contracts		1		817		42		860		2		1,583		40		1,625		B & D				1		17,549		63		17,613		1		23,028		74		23,103

Financial liabilities designated at fair value	Debt securities in issue		-		1,908		6		1,914		-		2,011		5		2,016		A
Financial liabilities designated at fair value	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
Financial assets designated at fair value	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
Financial liabilities																					Debts securities in issue		–		1,629		6		1,635		–		1,908		6		1,914		A
designated at fair value																					Structured deposits		–		680		–		680		–		526		–		526		A
	Equity and credit contracts		-		249		-		249		-		236		-		236		B				–		2,309		6		2,315		–		2,434		6		2,440
Total liabilities at fair value			-		3,440		-		3,440		-		3,028		-		3,028			Total liabilities at fair value			3,695		47,273		69		51,037		2,802		38,221		80		41,103

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Santander UK plc		211

~~254~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

Annual Report 2017 on Form 20-F | Financial statements

~~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~~In 2017, there were no transfers of financial instruments between Levels 1 and 2. During 2016,‘Available-for-sale debt securities – Debt securities’ with fair values of £25m were transferred ~~between~~from Level 1 ~~and~~to Level 2:2 principally due to a lack of market transactions in these instruments.

-	~~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 2017 and 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~~
212		Santander UK plc


		> Notes 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 below as instruments 2 and 11.~~statements

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 below as instruments 4 and 13.

~~There were no transfers of financial instruments between Levels 1 and 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 ~~2016~~2017 and ~~2015~~2016 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 2017, 2016 ~~2015~~ and ~~2014.~~2015.

In 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.

In 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 thebid-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.

In 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.

In 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 ofnon-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 asbid-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.

~~Santander UK plc~~ ~~255~~

~~Annual Report 2016~~

~~Financial statements~~

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:

2016
£m

2015
£m

Risk-related:

- Bid-offer and trade specific adjustments
     37      46
- Uncertainty
     49      42
- Credit risk adjustment
     50      23
- Funding fair value adjustment
     20      –
     156      111
Model-related
     1      6
Day One profit
     4      1
     161              118


	2017 £m		2016 £m
Risk-related:
–Bid-offer and trade specific adjustments		34		37
– Uncertainty		43		49
– Credit risk adjustment		36		50
– Funding fair value adjustment		6		20
		119		156
Model-related		8		1
Day One profit		1		4
		128		161

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Annual Report 2017 on Form 20-F \| Financial statements

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 generatemid-market values. Thebid-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 thebid-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 abid-offer spread is applied to each risk bucket based upon the marketbid-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, thebid-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 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 thenon-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.

~~256~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

~~statements~~

~~financial statements~~

The methodologies do not, in general, account forwrong-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 significantwrong-way risk, a trade-specific approach is applied to reflect thewrong-way risk within the valuation. Exposure towrong-way risk is limited via internal governance processes and deal pricing. The Santander UK group considers that an appropriate adjustment to reflectwrong-way risk is currently £nil ~~(2015:~~(2016: £nil).

(iv) Funding fair value adjustment (FFVA)

~~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 profit 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 profit adjustments are calculated and reported on a portfolio basis. ~~Day One profit adjustments remain at a low level.~~


214		Santander UK plc


		> Notes to the financial statements

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 currentmark-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~~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~~the models; (ii) the inputs to those models; (iii) any adjustments required outside the ~~valuation~~ models; and (iv) where possible, model outputs.

~~All internal~~ Internal valuation models are validated independently by the 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 the QRG. The results of the independent valuation process and any changes to the fair value adjustments methodology are approved in line with the 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~~Level 2.

~~Santander UK plc~~ ~~257~~

~~Annual Report 2016~~

~~Financial statements~~

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~~cash flows and maturities of the instruments. As the inputs are based on observable market data, these loans are classified as ~~level~~Level 2.

Deposits by banks and deposits by customers -– securities sold under repurchase agreements

These consist of repos with both professionalnon-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~~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~~Level 2.

2. Derivative ~~assets and liabilities~~financial instruments

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~~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~~Level 3. The valuation of such instruments is further discussed in the ‘internal models based on information other than market data’ section below.

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Annual Report 2017 on Form 20-F \| Financial statements

3. Financial assets and liabilities designated 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 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~~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~~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~~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~~Level 3. The valuation of such instruments is further discussed below.

Debt securities in issue

These include commercial paper, medium-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~~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~~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~~Level 2.

4. Financial investments

Available-for-sale ~~financial assets~~

~~Equity~~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~~Level 2.

~~Debt~~Available-for-sale 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.

~~258~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

~~statements~~

~~financial statements~~

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)
				2016		2015		2016		2015		2014				Balance sheet value							Fair value movements recognised in profit/(loss)
Balance sheet line item		Category	Financial instrument product type	£m		£m		£m		£m		£m		Category	Financial instrument product type	2017 £m				2016 £m			2017 £m			2016 £m			2015 £m
1. Derivative assets		Exchange rate contracts	Cross-currency swaps		1		-		1		3		(1)	Exchange rate contracts	Cross-currency swaps		1				1			–			1			3
2. Derivative assets		Exchange rate contracts	Securitisation cross currency swaps		21		55		12		-		-	Exchange rate contracts	Securitisation cross currency swaps		15				21			(11	)		12			–
3. Derivative assets		Interest rate contracts	Bermudan swaptions		7		10		(3)		(9)		(5)	Interest rate contracts	Bermudan swaptions		6				7			(1	)		(3	)		(9	)
4. Derivative assets		Interest rate contracts	Securitisation swaps		12		8		-		-		-	Interest rate contracts	Securitisation swaps		6				12			(8	)		–			–
5. Derivative assets		Equity and credit contracts	Reversionary property interests		36		81		12		2		18	Equity and credit contracts	Reversionary property interests		31				36			(6	)		12			2
6. Derivative assets		Credit contracts	Credit default swaps		5		4		1		(2)		(7)	Credit contracts	Credit default swaps		–				5			(5	)		1			(2	)
7. Derivative assets		Equity contracts	Property-related options and forwards		21		30		(5)		(4)		(11)	Equity contracts	Property-related options and forwards		5				21			(1	)		(5	)		(4	)
8. FVTPL		Loans and advances to customers	Roll-up mortgage portfolio		63		59		4		2		15	Loans and advances to customers	Roll-up mortgage portfolio		64				63			2			4			2
9. FVTPL		Debt securities	Reversionary property securities		201		208		-		17		36	Debt securities	Reversionary property securities		176				201			(18	)		–			17
10. AFS		Equity securities	Unlisted equity shares		32		100		-⁽¹⁾		-⁽¹⁾		-
10. Financial investments														Available-for-sale equity securities	Unlisted equity shares		53				32			–			–⁽¹⁾			–⁽¹⁾
11. Derivative liabilities		Exchange rate contracts	Securitisation cross currency swaps		(21)		(55)		(12)		-		-	Exchange rate contracts	Securitisation cross currency swaps		(15	)			(21	)		11			(12	)		–
12. Derivative liabilities		Interest rate contracts	Bermudan swaptions		(2)		(4)		2		-		4	Interest rate contracts	Bermudan swaptions		(1	)			(2	)		1			2			–
13. Derivative liabilities		Interest rate contracts	Securitisation swaps		(9)		(6)		-		-		-	Interest rate contracts	Securitisation swaps		(4	)			(9	)		7			–			–
14. Derivative liabilities		Equity contracts	Property-related options and forwards		(42)		(40)		(5)		(3)		(11)	Equity contracts	Property-related options and forwards		(43	)			(42	)		(5	)		(5	)		(3	)
15. FVTPL		Debt securities in issue	Non-vanilla debt securities		(6)		(5)		-		(4)		1	Debt securities in issue	Non-vanilla debt securities		(6	)	��		(6	)		–			–			(4	)
Total net assets	Total net assets				319		445										288				319
Total income									7		2		39
Total (expense)/income																								(34	)		7			2

(1)

Gains and losses arising from changes in the fair value of securities classified as available-for–sale are recognised in ~~other~~‘Other comprehensive ~~income.~~income’.


216		Santander UK plc


		> Notes to the financial statements

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 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~~swaps 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.

4. Derivative assets -– Interest rate contracts

These derivatives are the same as Instrument 2.

~~Santander UK plc~~ ~~259~~

~~Annual Report 2016~~

~~Financial statements~~

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.~~Markit (which now publishes the Halifax House Price Index).

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.~~estimated. 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.~~HPI. 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.

LOGO


Santander UK plc		217


Annual Report 2017 on Form 20-F \| Financial statements

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~~and is ~~estimated from the most recent traded values.~~estimated. 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.

~~260~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

~~statements~~

~~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 above. The other parameters do not have a significant effect on the value of the instruments.

9. FVTPL – Debt securities

These consisting 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 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 above.

10. 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~~Contingent litigation costs and related expenses are estimated by reference to best estimates received from third party legal counsel.


218		Santander UK plc


		> Notes to the financial statements

11. Derivative liabilities -– Exchange rate contracts

These derivatives are the same as Instrument 2 with the exception that they have a negative fair value.

12. Derivative liabilities -– Interest rate contracts

These derivatives are the same as Instrument 3 with the exception that they have a negative fair value.

13. Derivative liabilities -– Interest rate contracts

These derivatives are the same as Instrument 2 with the exception that they have a negative fair value.

14. Derivative liabilities -– Equity contracts

These derivatives are the same as Instrument 7 with the exception that they have a negative fair value.

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.

~~Santander UK plc~~ ~~261~~

~~Annual Report 2016~~

~~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						Group
	Derivatives		Fair value through P&L		Available-for-sale		Total		Derivatives		Fair value through P&L		Total		Assets												Liabilities
	£m		£m		£m		£m		£m		£m		£m		Derivatives £m			Fair value through profit and loss £m			Financial investments £m			Total £m			Derivatives £m	Fair value through profit and loss £m			Total £m
At 1 January 2017																103			264			32			399		(74)		(6	)		(80	)
Total (losses)/gains recognised in profit/(loss):
– Fair value movements																(32	)		(16	)		–			(48	)	14		–			14
– Foreign exchange and other movements																32			–			–			32		(32)		–			(32	)
Gains recognised in other comprehensive income																–			–			21			21		–		–			–
Additions																9			–			–			9		(2)		–			(2	)
Sales																–			(8	)		–			(8	)	–		–			–
Settlements																(48	)		–			–			(48	)	31		–			31
At 31 December 2017																64			240			53			357		(63)		(6	)		(69	)

(Losses)/gains recognised in profit/(loss) relating to assets and liabilities held at the end of the year																–			(16	)		–			(16	)	(18)		–			(18	)

At 1 January 2016		188		267		100		555		(105)		(5)		(110)		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
– 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		-		-		-		–			–			26			26		–		–			–
Transfers in		-		-		-		-		-		-		-
Transfers out		-		-		-		-		-		-		-
Additions		4		-		25		29		(3)		-		(3)		4			–			25			29		(3)		–			(3	)
Sales		-		(7)		(119)		(126)		-		-		-		–			(7	)		(119	)		(126	)	–		–			–
Settlements		(75)		-		-		(75)		17		-		17		(75	)		–			–			(75	)	17		–			17
At 31 December 2016		103		264		32		399		(74)		(6)		(80)		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

At 1 January 2015		152		281		-		433		(51)		(13)		(64)
Total gains/(losses) recognised in profit/(loss):
- Fair value movements		(10)		19		-		9		(3)		(4)		(7)
Gains recognised in other comprehensive income		-		-		100		100		-		-		-
Transfers in		63		-		-		63		(61)		-		(61)
Settlements		(17)		(33)		-		(50)		10		12		22
At 31 December 2015		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)
(Losses)/gains recognised in profit/(loss) relating to assets and liabilities held at the end of the year																(14	)		4			–			(10	)	17		(1	)		16

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. LOGO

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, 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. 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.


Santander UK plc		219

~~262~~ ~~Santander UK plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

Annual Report 2017 on Form 20-F | Financial statements

~~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.

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)


				Significant unobservable input							Sensitivity
					Assumption value						Favourable		Unfavourable
2017	Fair value £m			Assumption description	Range⁽¹⁾		Weighted average		Shift		changes £m		changes £m
3. Derivative assets– Interest rate contracts:		6		Mean reversion		(2)% – 2%		0%		(2)%		1		(1	)
– Bermudan swaptions
5. Derivative assets– Equity and credit contracts:		31		HPI Forward growth rate		0% – 5%		2.42%		1%		10		(10	)
– Reversionary property derivatives				HPI Spot rate		n/a		773⁽²⁾		10%		8		(8	)
7. Derivative assets– Equity contracts:		5		HPI Forward growth rate		0% – 5%		2.32%		1%		1		(1	)
– Property-related options and forwards				HPI Spot rate		n/a		727⁽²⁾		10%		2		–
8. FVTPL– Loans and advances to customers:		64		HPI Forward growth rate		0% – 5%		2.57%		1%		2		(2	)
– Roll-up mortgage portfolio
9. FVTPL– Debt securities:		176		HPI Forward growth rate		0% – 5%		2.42%		1%		3		(3	)
– Reversionary property securities				HPI Spot rate		n/a		773⁽²⁾		10%		11		(11	)
10. Financial investments– AFS equity securities:		53		Contingent litigation risk		0% – 100%		35%		20%		6⁽³		(6)⁽³
– Unlisted equity shares
12. Derivative liabilities– Interest rate contracts:		(1	)	Mean reversion		(2)% – 2%		0%		(2)%		1		(1	)
– Bermudan swaptions
14. Derivative liabilities– Equity contracts:		(43	)	HPI Forward growth rate		0% – 5%		2.32%		1%		3		(3	)
– Property-related options and forwards				HPI Spot rate		n/a		727⁽²⁾		10%		7		(8	)

2016
3. Derivative assets– Interest rate contracts:		7		Mean reversion		(2)% – 2%		0%		(2)%		1		(1	)
– Bermudan swaptions
5. Derivative assets– Equity and credit contracts:		36		HPI Forward growth rate		0% – 5%		2.79%		1%		11		(11	)
– Reversionary property derivatives				HPI Spot rate		n/a		748⁽²⁾		10%		9		(9	)
6. Derivative assets– Credit contracts:		5		Probability of default		0% – 5%		0.39%		20%		1		(1	)
– Credit default swaps
7. Derivative assets– Equity contracts:		21		HPI Forward growth rate		0% – 5%		2.71%		1%		1		(1	)
– Property-related options and forwards				HPI Spot rate		n/a		702⁽²⁾		10%		1		(1	)
8. FVTPL– Loans and advances to customers:		63		HPI Forward growth rate		0% – 5%		2.84%		1%		2		(2	)
– Roll-up mortgage portfolio
9. FVTPL– Debt securities:		201		HPI Forward growth rate		0% – 5%		2.79%		1%		12		(12	)
– Reversionary property securities				HPI Spot rate		n/a		748⁽²⁾		10%		18		(18	)
10. Financial investments– AFS equity securities:		32		Contingent litigation risk		0% – 100%		48%		20%		7⁽³⁾		(7)⁽³⁾
– Unlisted equity shares
12. Derivative liabilities– Interest rate contracts:		(2	)	Mean reversion		(2)% – 2%		0%		(2)%		1		(1	)
– Bermudan swaptions
14. Derivative liabilities– Equity contracts:		(42	)	HPI Forward growth rate		0% – 5%		2.71%		1%		4		(4	)
– Property-related options and forwards				HPI Spot rate		n/a		702⁽²⁾		10%		8		(9	)

(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 ~~2016~~2017 and ~~2015.~~2016.

(3)

Gains and losses arising from changes in the fair value of securities classified as available-for-sale are recognised in ~~other~~‘Other comprehensive ~~income;~~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.~~Consolidated Income Statement.

No sensitivities are presented for Derivative assets – cross currency swaps (instrument 1), Derivative assets – securitisation cross currency swaps (instrument 2), Derivative assets –securitisation swaps (instrument 4) and the ~~FVTPL-debt~~FVTPL – debt securities in issue (instrument 15) and related exchange rate and interest rate derivatives (instruments 1, 11 and 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.

~~Santander UK plc~~ ~~263~~


220		Santander UK plc

~~Annual Report 2016~~

~~Financial statements~~


		> Notes to the 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


	Group
2017	On demand £m		Not later than three months £m		Later than three months and not later than one year £m		Later than one year and not later than five years £m		Later than five years £m		Total £m
Liabilities
Deposits by banks		2,452		1,466		914		8,874		208		13,914
Deposits by customers		154,114		4,764		13,869		6,720		4,604		184,071
Trading liabilities		1,520		26,914		152		161		2,580		31,327
Derivative financial instruments:
– Held for trading		9		620		1,203		2,505		12,701		17,038
– Held for hedging⁽¹⁾		6		11		27		420		1,300		1,764
Financial liabilities designated at fair value		7		545		222		789		814		2,377
Debt securities in issue		–		8,395		4,821		22,927		7,933		44,076
Subordinated liabilities		–		289		147		783		5,571		6,790
Total financial liabilities		158,108		43,004		21,355		43,179		35,711		301,357
Off-balance sheet commitments given		2,082		6,874		1,844		12,399		18,860		42,059

2016
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 fair value		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
Total financial liabilities		151,761		26,915		23,518		47,184		42,399		291,777
Off-balance sheet commitments given		1,692		5,128		2,642		23,584		8,570		41,616

(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~~

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

~~statements~~

~~financial statements~~

         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
2015

Assets

Cash and balances at central banks
   14,262    -    300    -    -    14,562
Trading assets
   -    -    -    -    -    -
Derivative financial instruments
   -    40    99    590    2,951    3,680
Financial assets designated at FVTPL
   -    -    -    -    68    68
Loans and advances to banks
   5,608    8,079    3,524    1,162    639    19,012
Loans and advances to customers
   1,096    3,823    4,921    23,543    194,740    228,123
Loans and receivables securities
   -    -    236    244    4,672    5,152
Available-for-sale securities
   -    93    190    2,869    5,807    8,959
Macro hedge of interest rate risk
   -    -    (1)    (30)    (7)    (38)
Total financial assets
   20,966    12,035    9,269    28,378    208,870    279,518
Liabilities

Deposits by banks
   7,172    7,216    4,888    7,114    1,892    28,282
Deposits by customers
   128,093    6,334    17,186    10,600    29,924    192,137
Derivative financial instruments:

- Held for trading
   11    148    283    547    1,656    2,645
- Held for hedging⁽¹⁾
   2    1    22    242    396    663
Debt securities in issue
   -    -    -    -    -    -
Subordinated liabilities
   -    456    451    1,424    4,921    7,252
Macro hedge of interest rate risk
   -    -    -    (5)    -    (5)
Total financial liabilities
   135,278    14,155    22,830    19,922    38,789    230,974
Off-balance sheet commitments given
   662    67    597    1,249    18,441    21,016

~~(1)~~

Comprises the ~~derivative~~derivatives liabilities for which contractual maturities are essential for an understanding of the timing of the cash flows.

LOGO


Santander UK plc		221


Annual Report 2017 on Form 20-F \| Financial statements

As the above table 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~~In addition, the repayment terms of debt securities may be accelerated in line with the covenants described in Note ~~31. In addition,~~26. Further, 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.

~~Santander UK plc~~ ~~265~~


222		Santander UK plc

~~Annual Report 2016~~

~~Financial statements~~


		> Notes to the financial statements

~~44.~~38. 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 table 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 table 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~~transactions 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
   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
2015

Derivative financial assets
   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
    - Loans and advances to banks
   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
Total assets
   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
Repurchase, securities lending & similar agreements:

    - Trading liabilities
   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
Deposits by customers and banks⁽⁴⁾
   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


	Group
	Amounts subject to enforceable netting arrangements
	Effects of offsetting on balance sheet							Related amounts not offset
2017	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
Assets
Derivative financial instruments		30,155		(10,479	)		19,676	(14,772)		(2,785	)		2,119		266		19,942
Reverse repurchase, securities borrowing & similar agreements:
– Trading assets		15,224		(6,354	)		8,870	(355)		(8,515	)		–		–		8,870
– Loans and advances to banks		2,464		–			2,464	–		(2,464	)		–		–		2,464
Loans and advances to customers and banks⁽⁴⁾		6,121		(1,459	)		4,662	–		–			4,662		198,291		202,953
		53,964		(18,292	)		35,672	(15,127)		(13,764	)		6,781		198,557		234,229

Liabilities
Derivative financial instruments		27,839		(10,479	)		17,360	(14,772)		(1,951	)		637		253		17,613
Repurchase, securities lending & similar agreements:
– Trading liabilities		31,858		(6,354	)		25,504	(355)		(25,149	)		–		–		25,504
– Deposits by banks and customers		1,578		–			1,578	–		(1,578	)		–		–		1,578
Deposits by customers and banks⁽⁴⁾		8,440		(1,459	)		6,981	–		–			6,981		188,873		195,854
		69,715		(18,292	)		51,423	(15,127)		(28,678	)		7,618		189,126		240,549

2016
Assets
Derivative financial instruments		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
		53,688		(12,205	)		41,483	(19,530)		(12,445	)		9,508		198,786		240,269

Liabilities
Derivative financial instruments		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
		51,857		(12,205	)		39,652	(19,530)		(12,136	)		7,986		179,190		218,842

(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.

LOGO


Santander UK plc		223

~~266~~ ~~Santander UK plc~~


Annual Report 2017 on Form 20-F \| Financial statements

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224		Santander UK plc


		> Notes to the financial statements

39. RING-FENCING

Regulation

The Financial Services (Banking Reform) Act 2013 inserted provisions into the Financial Services and Markets Act 2000 (FSMA) and related legislation (the Banking Reform Legislation) requiring the Santander UK group amongst a number of other UK banking groups, to operationally and legally separate certain retail banking activities from certain wholesale or investment banking activities by 1 January 2019. This is known as ‘ring-fencing’. The Banking Reform Legislation specifies:

–

Certain banking services or activities, the performance of which will cause a UK bank to be a ring-fenced bank (RFB); and

–

Certain banking services and activities, along with certain types of credit risk exposure or off-balance sheet items, which an RFB will be prohibited from carrying on or incurring (prohibited business).

As a result, under the ring-fencing regime, an RFB is only permitted to carry on banking services or activities that are not prohibited (permitted business).

Proposed Santander UK group model

Under the model chosen by the Santander UK group to implement its ring-fencing plan:

–

Santander UK plc will be the primary RFB within an RFB sub-group, will continue to be a subsidiary of Santander UK Group Holdings plc, will continue to accept deposits from the public and will be the holding company of the Santander UK RFB sub-group. Cater Allen Limited will also be an RFB and part of the Santander UK RFB sub-group. Neither Santander UK plc nor Cater Allen Limited will conduct prohibited business;

–

The business of the Crown Dependency branches (Jersey and Isle of Man) of Santander UK plc will be transferred outside the Santander UK plc group pursuant to transfer schemes effected under relevant Jersey and Isle of Man law;

–

~~Primary~~Abbey National Treasury Services plc will become a wholly-owned direct subsidiary of Santander UK Group Holdings plc, and will be emptied of all material assets, save for a small pool of residual assets. The prohibited business of Abbey National Treasury Services plc, which principally includes our derivatives business with financial institutions, certain corporates and elements of our short term markets business, will transfer to Banco Santander SA or its London branch (SLB). The majority of the permitted business of Abbey National Treasury Services plc will transfer to Santander UK plc, with a small amount of the permitted business of Abbey National Treasury Services plc transferring to SLB. The branch of Abbey National Treasury Services plc in the US will be closed by the end of December 2018; and

–

~~Notes~~Except for the business of the Crown Dependency branches, SLB will carry on all business that constitutes prohibited business, save for a small pool of assets in Abbey National Treasury Services plc.

Implementation plan

The Santander UK group is on track to enable the ring-fencing structure to be implemented in advance of the regulatory deadline.

On 16 October 2017, Santander UK plc, Abbey National Treasury Services plc, Santander UK Group Holdings plc and Banco Santander S.A. entered into a ring-fencing transfer scheme (RFTS) which formalised the business transfers required to implement the planned ring-fenced structure. These business transfers will be made at book value which represents appropriate and reasonable compensation and a fair value for the Santander UK group.

The RFTS is a transfer scheme under Part VII of FSMA that enables 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.

For the prohibited business transfers, additional approvals will be required from the Spanish Ministry of Economy, the Bank of Spain and the European Central Bank. In the case of the Crown Dependency branches, approvals will be required from either the Jersey Financial Services Commission and the Royal Court of Jersey, or the Isle of Man Financial Services Authority and the Isle of Man High Court of Justice.

In January 2018, the PRA approved the application to the court, and in February 2018 the court approved the communication of the proposed scheme to relevant stakeholders to allow them to express their views in court in relation to the scheme. However, until final court approvals have been obtained, which is not expected until the end of the second quarter of 2018, there remains uncertainty regarding the final ring-fenced structure of the Santander UK group.

The RFTS will also unwind Cross Guarantees, releasing each of Santander UK plc and Abbey National Treasury Services plc from all liabilities under those guarantees, with effect from 1 January 2019.

In addition to the transfers above, a small number of business transfers will be effected in advance where court or regulator approvals are not required. Negotiations with counterparties are ongoing, and until those negotiations are complete, uncertainty remains about the mechanisms by which those transfers will be effected.

As a result of these uncertainties, management considers that no transfers have reached the stage of being regarded as highly probable and, as such, assets and liabilities associated with those proposed transfers have not been classified as held for sale at 31 December 2017.

Furthermore, the management of certain banking services or activities, typically short term markets activities, will be transferred by concurrently running-off existing business in Abbey National Treasury Services plc and writing new business in Santander UK plc or SLB.

LOGO


Santander UK plc		225

~~Audit report~~

Annual Report 2017 on Form 20-F | Financial statements

~~financial statements~~

Balance sheet impact

   Company
   Amounts subject to enforceable netting arrangements
   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⁾
2016    £m    £m    £m       £m    £m    £m       £m    £m
Derivative financial assets
   7,379    -    7,379       (55)    (55)    7,269       12    7,391
Reverse repurchase, securities borrowing & similar agreements:

- Trading assets
   -    -    -       -    -    -       -    -
- Loans and advances to banks
   -    -    -       -    -    -       -    -
Loans and advances to customers and banks⁽⁴⁾
   50,509    (24,796)    25,713       -    -    25,713       200,560    226,273
Total assets
   57,888    (24,796)    33,092       (55)    (55)    32,982       200,572    233,664
Derivative financial liabilities
   3,435    -    3,435       (55)    (95)    3,285       5    3,440
Repurchase, securities lending & similar agreements:

- Trading liabilities
   -    -    -       -    -    -       -    -
- Deposits by banks and customers
   2,208    -    2,208       -    (2,184)    24       -    2,208
Deposits by customers and banks⁽⁴⁾
   66,037    (24,796)    41,241       -    -    41,241       170,966    212,207
Total liabilities
   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

As a result of ring-fencing, it is intended that all prohibited business will be transferred to SLB, save for the business of the Crown Dependency branches which will be transferred outside the Santander UK plc group, and a small pool of residual assets that will remain in Abbey National Treasury Services plc. Santander UK Group Holdings plc will also acquire 100% of the ordinary share capital of Abbey National Treasury Services plc from Santander UK plc. At 31 December 2017:

~~(1)~~–

~~Financial collateral~~

The prohibited business that is ~~reflected at its fair value, but has been limited~~expected to ~~the net balance sheet exposure so as not~~move to ~~include any over-collateralisation.~~SLB mainly comprised:

~~(2)~~

~~This column includes contractual rights of set-off that are subject to uncertainty under the laws~~–

A small number of the ~~relevant jurisdiction.~~trading assets of £31bn and trading liabilities of £31bn that related to prohibited business.

~~(3)~~

~~The balance sheet total is~~–

£15bn of the ~~sum~~derivative assets of ~~‘Net amounts reported on~~£20bn and £17bn of the ~~balance sheet’ that are subject~~derivative liabilities of £18bn which related to ~~enforceable netting arrangements and ‘Amounts not subject to enforceable netting arrangements’.~~the derivatives business with financial institutions

~~(4)~~

~~The amounts offset within~~–

A small amount (less than £1bn) of loans and advances to ~~customers/banks or~~customers of £8bn relating to prohibited corporate loans.

–

The business of the Crown Dependency branches mainly comprised customer deposits ~~by customers/banks relate to offset mortgages and film deals which are classified as either and~~of £6bn.

–

The small pool of residual business that ~~are subject to netting.~~it is anticipated will not be capable of transfer mainly comprised net assets of less than £1bn

~~45.~~In addition, almost all of the permitted business of Abbey National Treasury Services plc will move to Santander UK plc. At 31 December 2017, this business mainly comprised:

–

All the remaining non-prohibited trading assets of £31bn and trading liabilities of £31bn that related to the permitted elements of Abbey National Treasury Services plc’s short term markets business.

–

All the remaining loans and advances to customers of Abbey National Treasury Services plc of £8bn that related to permitted corporate loans.

–

£1bn of the derivative assets of £20bn and £1bn of the derivative liabilities of £18bn which related to the derivatives business with financial institutions.

–

Most of the £1bn of financial liabilities designated at fair value and £6bn of debt securities in issue that related to short term funding in Abbey National Treasury Services plc.

40. EVENTS AFTER THE BALANCE SHEET DATE

There have been no significant events between 31 December ~~2016~~2017 and the date of approval of these financial statements which would require a change to or additional disclosure in the financial statements.

~~Santander UK plc~~ ~~267~~


226		Santander UK plc

~~Annual Report 2016~~

~~Financial statements~~


		> Notes to the financial statements

~~46.~~41. CHANGES TO COMPARATIVE DATA

The following sets out changes to comparative data from those presented in our 2015 Form 20-F.

~~Note 2. Segments~~The tables below set out the changes to comparative data from those presented in our 2015 Form 20-F due to the following:

–

In the fourth quarter of 2017, the basis of presentation of the segmental information was changed, and the prior period restated, to reflect a change in the internal transfer of revenues and costs from the Corporate Centre to the three customer business segments. This enables a more targeted apportionment of capital and other resources in line with the strategy of each segment.

–

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.

–

As described in Note 1, during 2017 management changed the accounting policy for business combinations between entities under common control. For the Santander UK group, the effect of changing the accounting policy is to reduce goodwill by £631m and reduce retained earnings by the same amount.

Consolidated Statement of Changes in Equity

For the year ended 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

~~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


	Retained earnings £m			Total shareholders’ equity £m			Total equity £m
At 1 January 2015 – as reported in 2015		4,056			14,193			14,193
Adjustment		(631	)		(631	)		(631	)
At 1 January 2015 – as reported in 2017		3,425			13,562			13,562

At 31 December 2015 – as reported in 2015		4,679			15,524			15,659
Adjustment		(631	)		(631	)		(631	)
At 31 December 2015 – as reported in 2017		4,048			14,893			15,028

LOGO


Santander UK plc		226a


Annual Report 2017 on Form 20-F \| Shareholder information

~~267a~~ ~~Santander UK plc~~Note 2. Segments


	Retail Banking									Commercial Banking
2015	As reported in 2017 £m			Adjustment £m			As reported in 2015 £m			As reported in 2017 £m			Adjustment £m			As reported in 2015 £m
Net interest income		3,097			112			2,985			399			(61	)		460
Non-interest income		526			5			521			91			(18	)		109
Total operating income		3,623			117			3,506			490			(79	)		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		907			(13	)		920			225			51			174

Revenue from external customers		4,529			94			4,435			626			(94	)		720
Inter-segment revenue		(906	)		23			(929	)		(136	)		(15	)		(151	)
Total operating income		3,623			117			3,506			490			(79	)		569

Customer loans		167,093			2,263			164,830			18,680			(2,263	)		20,943
Total assets		173,479			1,632			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


	Global Corporate Banking									Corporate Centre									Total
2015	As reported in 2017 £m			Adjustment £m			As reported in 2015 £m			As reported in 2017 £m			Adjustment £m			As reported in 2015 £m			As reported in 2017 £m			Adjustment £m			As reported in 2015 £m
Net interest income		52			(20	)		72			27			(31	)		58			3,575			–			3,575
Non-interest income		303			(4	)		307			78			17			61			998			–			998
Total operating income		355			(24	)		379			105			(14	)		119			4,573			–			4,573
Operating expenses before impairment losses, provisions and (charges)/releases		(287	)		–			(287	)		2			–			2			(2,400	)		–			(2,400	)
Impairment releases/(losses) on loans and advances		13			–			13			36			–			36			(66	)		–			(66	)
Provisions for other liabilities and (charges)/releases		(14	)		–			(14	)		3			–			3			(762	)		–			(762	)
Total operating impairment losses, provisionsand (charges)/releases		(1	)		–			(1	)		39			–			39			(828	)		–			(828	)
Profit before tax		67			(24	)		91			146			(14	)		160			1,345			–			1,345

Revenue from external customers		437			–			437			(1,019	)		–			(1,019	)		4,573			–			4,573
Inter-segment revenue		(82	)		(24	)		(58	)		1,124			(14	)		1,138			–			–			–
Total operating income		355			(24	)		379			105			(14	)		119			4,573			–			4,573

Customer loans		5,470			–			5,470			7,391			–			7,391			198,634			–			198,634
Total assets		36,593			–			36,593			52,023			–			52,023			280,775			(631	)		281,406
Customer deposits		3,013			–			3,013			3,808			–			3,808			162,255			–			162,255
Total liabilities		32,290			–			32,290			75,224			–			75,224			265,747			–			265,747


226b		Santander UK plc

Shareholder information

Contents

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

~~statements~~

~~financial statements~~

~~Risk review~~

~~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 first 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 would be to reduce the balance by £1,824m.

~~RETAIL BANKING – CREDIT RISK REVIEW~~

~~BUSINESS BANKING, CONSUMER FINANCE AND OTHER UNSECURED LENDING~~

~~Lending~~

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 2016~~

~~Financial statements~~

~~OTHER SEGMENTS – CREDIT RISK REVIEW~~

~~Other segments credit risk – committed exposures – Rating distribution~~

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 plc~~

~~Primary financial~~

~~Notes to the~~

~~Audit report~~

~~statements~~

~~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~~




~~269~~		~~Subsidiaries, joint ventures and associates~~


~~272~~		~~Forward-looking statements~~


~~273~~		~~Selected financial data~~

~~268~~ ~~Santander UK plc~~

~~Subsidiaries, joint ventures~~

Selected financial data

~~Forward-looking~~

228

~~Selected~~

~~and associates~~

~~statements~~

~~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
Ordinary€0.20
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
Ordinary€1
Ordinary€1.27
- 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 ventures and associates

~~Forward-looking~~

230

~~Selected~~

~~and associates~~

~~statements~~

~~financial data~~

~~Glossary~~

~~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 LLP~~	A	~~Langton Securities (2008-1) plc~~	C
~~Abbey Covered Bonds (LM) Limited~~	J	~~Langton Securities (2010-1) plc~~	C
~~Abbey Covered Bonds (Holdings) Limited~~	J	~~Langton Securities (2010-2) plc~~	C
~~Auto ABS UK Loans plc~~	C	~~Langton Securities (2012-1) plc~~	C
~~Fosse (Master Issuer) Holdings Limited~~	C	~~Langton Securities Holdings Limited~~	C
~~Fosse Funding (No.1) Limited~~	C	~~MAC No. 1 Limited~~	A
~~Fosse Master Issuer plc~~	C	~~Motor 2012 Holdings Limited (in liquidation)~~	E
~~Fosse PECOH Limited~~	C	~~Motor 2012 plc (in liquidation)~~	E
~~Fosse Trustee (UK) Limited~~	A	~~Motor 2013-1 Holdings Limited (in liquidation)~~	E
~~Guaranteed Investment Products 1 PCC Limited~~	F	~~Motor 2013-1 plc (in liquidation)~~	E
~~HCUK Auto Funding 2015 Limited~~	C	~~Motor 2014-1 Holdings Limited~~	C
~~HCUK Auto Funding 2016-1 Limited~~	C	~~Motor 2014-1 plc~~	C
~~Holmes Funding Limited~~	A	~~Motor 2015-1 Holdings Limited~~	C
~~Holmes Holdings Limited~~	A	~~Motor 2015-1 plc~~	C
~~Holmes Master Issuer plc~~	A	~~Motor 2015-2 Holdings Limited~~	C
~~Holmes Trustees Limited~~	A	~~Motor 2016-1 plc (formerly Motor 2015-2 plc)~~	C
~~Langton Funding (No.1) Limited~~	C	~~Motor 2016-1M Limited~~	C
~~Langton Mortgages Trustee (UK) Limited~~	A	~~PECOH Limited~~	A
~~Langton PECOH Limited~~	C

~~(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~~


A		~~2 Triton Square, Regent’s Place, London NW1 3AN~~
B		~~Santander House, 86 Station Road, Redhill RH1 1SR~~
C		~~35 Great St. Helen’s, London EC3A 6AP~~
D		~~Santander House, 201 Grafton Gate East, Milton Keynes MK9 1AN~~
E		~~The Shard, 32 London Bridge Street, London SE1 9SG~~
F		~~Fourth Floor, The Albany, South Esplanade, St. Peter Port, Guernsey GY1 4NF~~
G		~~19-21 Commercial Street, St. Helier, Jersey JE2 3RU~~
H		~~Clarendon House, 2 Church Street, Hamilton HM11, Bermuda~~
I		~~Medius House, 2 Sheraton Street, London W1F 8BH~~
J		~~Wilmington Trust SP Services (London) Limited, 1 Kings Arms Yard, London EC2R 7AF~~
K		~~Griffins, Tavistock House South, Tavistock Square, London WC1H 9LG~~
L		~~Building 3, Floor 2, Carlton Park, Narborough, Leicester LE19 0AL~~
M		~~Quadrant House, Princess Way, Redhill RH1 1QA~~
N		~~The Residency, 7~~^th ~~Floor, 133/1 Residency Road, Bangalore, KA 560 025, India~~
O		~~287 St. Vincent Street, Glasgow, Scotland G2 5NB~~
P		~~19/21 Prospect Hill, Douglas, Isle of Man IM99 1RY~~
Q		~~25/28 North Wall Quay, Dublin 1, Ireland~~
R		~~London Court, 39 London Road, Reigate RH2 9AQ~~

~~Santander UK plc~~ ~~271~~

~~Annual Report 2016~~

~~Shareholder information~~

~~Forward-looking statements~~

~~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.~~

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 ventures~~Forward-looking statements

~~Forward-looking~~

233

~~Selected~~

~~and associates~~

~~statements~~

~~financial data~~

~~Glossary~~

LOGO


Santander UK plc		227


Annual Report 2017 on Form 20-F \| Shareholder information

Selected financial data

The financial information set forth below for the years ended 31 December 2017, 2016 ~~2015~~ and ~~2014~~2015 and at 31 December ~~2016~~2017 and ~~2015~~2016 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~~year 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 for 2013 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$m		2016 £m		2015 £m		2014 £m		2013 £m		2012 £m		2017⁽²⁾US$m		2017 £m		2016⁽¹⁾£m		2015⁽¹⁾£m		2014⁽¹⁾£m		2013⁽¹⁾£m
Assets
Cash and balances at central banks		21,105		17,107		16,842		22,562		26,374		29,282		44,336		32,771		17,107		16,842		22,562		26,374
Trading assets		37,054		30,035		23,961		21,700		22,294		22,498		41,338		30,555		30,035		23,961		21,700		22,294
Derivative financial instruments		31,424		25,471		20,911		23,021		20,049		30,146		26,980		19,942		25,471		20,911		23,021		20,049
Financial assets designated at fair value		2,640		2,140		2,398		2,881		2,747		3,811		2,836		2,096		2,140		2,398		2,881		2,747
Loans and advances to banks		5,364		4,348		3,548		2,057		2,347		2,438		8,019		5,927		4,348		3,548		2,057		2,347
Loans and advances to customers		246,417		199,738		198,045		188,691		184,587		190,782		269,890		199,490		199,738		198,045		188,691		184,587
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
Financial investments														23,826		17,611		17,466		9,064		9,062		6,106
Interests in other entities		75		61		48		38		27		8		99		73		61		48		38		27
Intangible assets		2,857		2,316		2,231		2,187		2,335		2,325		2,357		1,742		1,685		1,600		1,556		1,704
Property, plant and equipment		1,839		1,491		1,597		1,624		1,521		1,541		2,162		1,598		1,491		1,597		1,624		1,521
Current tax assets		-		-		49		-		114		50		–		–		–		49		–		114
Deferred tax assets		-		-		-		-		16		34		–		–		–		–		–		16
Retirement benefit assets		491		398		556		315		118		254		607		449		398		556		315		118
Other assets		1,817		1,473		1,375		876		882		1,885		3,397		2,511		2,571		2,156		1,839		1,651
Total assets		373,986		303,142		281,406		275,977		270,286		293,018		425,847		314,765		302,511		280,775		275,346		269,655
Liabilities
Deposits by banks		12,052		9,769		8,278		8,214		8,696		9,935		18,648		13,784		9,769		8,278		8,214		8,696
Deposits by customers		218,577		177,172		164,074		153,606		147,167		149,037		248,457		183,648		177,172		164,074		153,606		147,167
Trading liabilities		19,196		15,560		12,722		15,333		21,278		21,109		42,087		31,109		15,560		12,722		15,333		21,278
Derivative financial instruments		28,502		23,103		21,508		22,732		18,863		28,861		23,829		17,613		23,103		21,508		22,732		18,863
Financial liabilities designated at fair value		3,010		2,440		2,016		2,848		3,407		4,002		3,132		2,315		2,440		2,016		2,848		3,407
Debt securities in issue		62,112		50,346		49,615		51,790		50,870		59,621		57,678		42,633		50,346		49,615		51,790		50,870
Subordinated liabilities		5,309		4,303		3,885		4,002		4,306		3,781		5,132		3,793		4,303		3,885		4,002		4,306
Macro hedge of interest rate risk		432		350		110		139		-		-
Other liabilities		3,542		2,871		2,335		2,302		1,883		2,526		3,693		2,730		3,221		2,445		2,441		1,883
Provisions		864		700		870		491		550		795		755		558		700		870		491		550
Current tax liabilities		67		54		1		69		4		4		4		3		54		1		69		4
Deferred tax liabilities		158		128		223		59		-		-		119		88		128		223		59		–
Retirement benefit obligations		323		262		110		199		672		305		387		286		262		110		199		672
Total liabilities		354,144		287,058		265,747		261,784		257,696		279,976		403,921		298,560		287,058		265,747		261,784		257,696
Equity
Share capital and other equity instruments		6,050		4,904		4,911		4,244		3,709		3,999
Share capital														4,220		3,119		3,119		3,119		3,140		3,405
Share premium		6,933		5,620		5,620		5,620		5,620		5,620		7,604		5,620		5,620		5,620		5,620		5,620
Other equity instruments														3,087		2,281		1,785		1,792		1,104		304
Other reserves														407		301		524		314		273		(116	)
Retained earnings		6,028		4,886		4,679		4,056		3,377		3,405		6,402		4,732		4,255		4,048		3,425		2,746
Other reserves		646		524		314		273		(116)		18
Total shareholders’ equity		19,657		15,934		15,524		14,193		12,590		13,042		21,720		16,053		15,303		14,893		13,562		11,959
Non-controlling interests		185		150		135		-		-		-		206		152		150		135		–		–
Total equity		19,842		16,084		15,659		14,193		12,590		13,042		21,926		16,205		15,453		15,028		13,562		11,959
Total liabilities and equity		373,986		303,142		281,406		275,977		270,286		293,018		425,847		314,765		302,511		280,775		275,346		269,655

(1)	~~In 2016,~~Restated to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1 to the Consolidated Financial Statements.

(2)	Amounts stated in US dollars have been translated from sterling at the rate of £1.00 – US$1.3529, the noon buying rate on 31 December 2017.


228		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~~


		> Selected financial data

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.


	2017⁽¹⁾US$m			2017 £m			2016 £m			2015 £m			2014 £m			2013 £m
Net interest income		5,145			3,803			3,582			3,575			3,434			2,963
Net fee and commission income		1,092			807			770			715			739			758
Net trading and other income		409			302			443			283			297			308
Total operating income		6,646			4,912			4,795			4,573			4,470			4,029
Operating expenses before impairment losses, provisions and charges		(3,381	)		(2,499	)		(2,414	)		(2,400	)		(2,397	)		(2,195	)
Impairment losses on loans and advances		(275	)		(203	)		(67	)		(66	)		(258	)		(475	)
Provisions for other liabilities and charges		(532	)		(393	)		(397	)		(762	)		(416	)		(250	)
Total operating impairment losses, provisions and charges		(807	)		(596	)		(464	)		(828	)		(674	)		(725	)
Profit from continuing operations before tax		2,458			1,817			1,917			1,345			1,399			1,109
Tax on profit from continuing operations		(759	)		(561	)		(598	)		(381	)		(289	)		(211	)
Profit from continuing operations after tax		1,699			1,256			1,319			964			1,110			898
Loss from discontinued operations after tax		–			–			–			–			–			(8	)
Profit after tax		1,699			1,256			1,319			964			1,110			890

Attributable to:
Equity holders of the parent		1,671			1,235			1,292			939			1,110			890
Non-controlling interests		28			21			27			25			–			–
Profit after tax		1,699			1,256			1,319			964			1,110			890
(1) Amounts stated in US dollars have been translated from sterling at the rate of £1.00 – US$1.3529, the noon buying rate on 31 December 2017. SELECTED STATISTICAL INFORMATION
				2017 %			2016 %			2015 %			2014 %			2013 %
Capital ratios:
CET1 capital ratio⁽¹⁾					12.2			11.6			11.6			11.9			n/a
Total capital ratio					19.7			18.5			18.2			17.9			n/a
Equity to assets ratio^(2)(10)					4.35			4.40			4.47			4.26			3.90
Ratio of earnings to fixed charges:⁽³⁾
– Excluding interest on retail deposits					333			292			218			208			172
– Including interest on retail deposits					186			166			143			142			126
Profitability ratios:
Return on assets⁽⁴⁾					0.40			0.44			0.34			0.40			0.30
Return on ordinary shareholders’ equity^(5)(10)					9.1			9.7			7.3			9.2			8.2
Dividend payout ratio⁽⁶⁾					45			46			51			44			48

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.

LOGO


Santander UK plc		229

~~274~~ ~~Santander UK plc~~


Annual Report 2017 on Form 20-F \| Shareholder information

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 2017 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

Direct

Ordinary £1

100

A & L CF December (1) Limited (in liquidation)

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 March (5) Limited

Indirect

Ordinary £1

–

100

A & L CF September (4) Limited

Indirect

Ordinary £1

–

100

Abbey National Beta Investments Limited

Indirect

Ordinary £1

100

Abbey National Business Office Equipment Leasing Limited

Indirect

Ordinary £1

100

Abbey National Nominees Limited

Direct

Ordinary £1

100

Abbey National PLP (UK) Limited

Direct

Ordinary £1

100

Abbey National Property Investments

Direct

Ordinary £1

100

Abbey National Treasury (Structured Solutions) Limited

Direct

Ordinary £0.01

–

100

Abbey National Treasury Services Investments Limited

Indirect

Ordinary £1

100

Abbey National Treasury Services Overseas Holdings

Direct

Ordinary £1

100

Non–redeemable

preference £1

Minority £1

Abbey National Treasury Services plc

Direct

Ordinary £1

100

Abbey National UK Investments

Indirect

Ordinary€0.20

100

Ordinary £1

Abbey Stockbrokers (Nominees) Limited

Indirect

Ordinary £1

–

100

Abbey Stockbrokers Limited

Indirect

Ordinary £1

–

100

A Preference £1

B Preference £1

Alliance & Leicester Cash Solutions Limited

Direct

Ordinary £1

100

Alliance & Leicester Commercial Bank plc

Direct

Ordinary £1

100

Alliance & Leicester Investments (Derivatives) Limited

Direct

Ordinary £1

100

Alliance & Leicester Investments (No.2) Limited

Direct

Ordinary £1

100

Alliance & Leicester Investments Limited

Direct

Ordinary £1

100

Non–cumulative fixed

rate preference £1

Alliance & Leicester Limited

Direct

Ordinary £0.50

100

Alliance & Leicester Personal Finance Limited

Direct

Ordinary £1

100

AN (123) Limited

Direct

Ordinary £0.10

100

ANITCO Limited

Direct

Ordinary £1

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

100

Cater Allen Syndicate Management Limited

Indirect

Ordinary £1

–

100

Preference £1

First National Motor Business Limited

Direct

Ordinary £1

100

First National Motor Contracts Limited

Direct

Ordinary £1

100

First National Motor Facilities Limited

Direct

Ordinary £1

100

First National Motor Finance Limited

Direct

Ordinary £1

100

First National Motor Leasing Limited

Direct

Ordinary £1

100

First National Motor plc

Direct

Ordinary £1

100

First National Tricity Finance Limited

Indirect

Ordinary £1

100

Girobank Investments Limited (in liquidation)

Direct

Ordinary £1

100

Insurance Funding Solutions Limited

Direct

Ordinary £1

100

Liquidity Limited

Direct

Ordinary A £0.10

100

Ordinary B1 £0.10

Ordinary B2 £0.10

Preference £1


230		Santander UK plc


		> Subsidiaries, joint ventures and associates

Name of subsidiary

Registered
office⁽¹⁾

Direct/indirect
ownership

Share class through

which ownership

is held

Proportion
of ownership
interest

Ultimate
proportion of
ownership
%

Mortgage Engine Limited

Direct

Ordinary £1

100

PSA Finance UK Limited

Indirect

Ordinary £1

–

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

Santander Asset Finance (December) Limited

Indirect

Ordinary £1

–

100

Santander Asset Finance plc

Direct

Ordinary £0.10

100

Santander Cards Limited

Indirect

Ordinary £1

–

100

Santander Cards UK Limited

Direct

Ordinary £1

100

Santander Consumer (UK) plc

Direct

Ordinary £1

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

Santander Global Consumer Finance Limited

Indirect

Ordinary £0.0001

–

100

Santander Guarantee Company

Direct

Ordinary £1

100

Santander Lending Limited

Direct

Ordinary £1

100

Santander Private Banking UK Limited

Direct

Ordinary £1

100

Santander Secretariat Services Limited

Indirect

A Ordinary US$0.01

–

100

Santander UK Foundation Limited

Direct

Guarantee ownership

100

Sheppards Moneybrokers Limited

Indirect

Ordinary £1

100

Non-voting preference

£1

Solarlaser Limited

Indirect

Ordinary £1

100

SCF Eastside Locks GP Limited

Trust relationship

Ordinary £1

–

The Alliance & Leicester Corporation Limited

Direct

Ordinary £1

100

The National & Provincial Building Society Pension Fund Trustees Limited (in liquidation)

Trust relationship

Ordinary £1

–

Time Retail Finance Limited (in liquidation)

Indirect

Ordinary £1

–

100

Ordinary £0.0001

–

100

Tuttle and Son Limited

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

Indirect

Ordinary £1

–

100

Abbey Business Services (India) Private Limited

Indirect

Ordinary INR 10

–

100

Abbey National International Limited

Direct

Ordinary £1

100

ALIL Services Limited

Direct

Ordinary £1

100

Carfax (Guernsey) Limited

Direct

Ordinary £1

100

Santander Cards Ireland Limited

Indirect

Ordinary€1

–

100

Ordinary€1.27

Santander ISA Managers Limited

Direct

Ordinary £1

100

Sovereign Spirit Limited

Indirect

Ordinary BMD 1

–

100

Whitewick Limited

Direct

Ordinary £1

100

(1)

Refer to the key at the end of this section for the registered office address, including the country.

LOGO


Santander UK plc		231


Annual Report 2017 on Form 20-F \| Shareholder information

Other subsidiary undertakings

All these entities are registered in England and Wales, except where noted.

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 LLP	A	Langton PECOH Limited	C
Abbey Covered Bonds (LM) Limited	J	Langton Securities (2008-1) plc	C
Abbey Covered Bonds (Holdings) Limited	J	Langton Securities (2010-1) plc	C
Auto ABS UK Loans plc	C	Langton Securities (2010-2) plc	C
Auto ABS UK Loans 2017 Holdings Limited	C	Langton Securities (2012-1) plc (in liquidation)	C
Auto ABS UK Loans 2017 plc	C	Langton Securities Holdings Limited	C
Fosse (Master Issuer) Holdings Limited	C	MAC No. 1 Limited	A
Fosse Funding (No.1) Limited	C	Motor 2012 Holdings Limited (in liquidation)	E
Fosse Master Issuer plc	C	Motor 2012 plc (in liquidation)	E
Fosse PECOH Limited	C	Motor 2014-1 Holdings Limited	C
Fosse Trustee (UK) Limited	A	Motor 2014-1 plc (in liquidation)	S
HCUK Auto Funding 2015 Limited	C	Motor 2015-1 Holdings Limited	C
HCUK Auto Funding 2016-1 Limited	C	Motor 2015-1 plc	C
Holmes Funding Limited	A	Motor 2016-1 Holdings Limited	C
Holmes Holdings Limited	A	Motor 2016-1 plc	C
Holmes Master Issuer plc	A	Motor 2016-1M Limited	C
Holmes Trustees Limited	A	Motor 2017-1 Holdings Limited	C
Langton Funding (No.1) Limited	C	Motor 2017-1 plc	C
Langton Mortgages Trustee (UK) Limited	A	PECOH Limited	A

(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

Indirect

Ordinary £1

–

PSA UK Number 1 plc

Direct

B Ordinary £1

C Ordinary £1

Syntheo Limited

Direct

Ordinary £1

(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 a branch office in the US.

Key of registered office addresses

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

B	Santander House, 86 Station Road, Redhill RH1 1SR

C	35 Great St. Helen’s, London EC3A 6AP

D	Santander House, 201 Grafton Gate East, Milton Keynes MK9 1AN

E	The Shard, 32 London Bridge Street, London SE1 9SG

F	Fourth Floor, The Albany, South Esplanade, St. Peter Port, Guernsey GY1 4NF

G	19-21 Commercial Street, St. Helier, Jersey JE2 3RU

H	Clarendon House, 2 Church Street, Hamilton HM11, Bermuda

I	Medius House, 2 Sheraton Street, London W1F 8BH

J	Wilmington Trust SP Services (London) Limited, 1 Kings Arms Yard, London EC2R 7AF

K	Griffins, Tavistock House South, Tavistock Square, London WC1H 9LG

L	Building 3, Floor 2, Carlton Park, Narborough, Leicester LE19 0AL

M	Quadrant House, Princess Way, Redhill RH1 1QA

N	The Residency, 7th Floor, 133/1 Residency Road, Bangalore, KA 560 025, India

O	287 St. Vincent Street, Glasgow, Scotland G2 5NB

P	19/21 Prospect Hill, Douglas, Isle of Man IM99 1RY

Q	25/28 North Wall Quay, Dublin 1, Ireland

R	London Court, 39 London Road, Reigate RH2 9AQ

S	40a Station Road, Upminster, Essex RM14 2TR


232		Santander UK plc


		> Forward-looking statements

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 ongoing UK EU Article 50 negotiations on Brexit

–	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

–	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 2017) 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.

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Santander UK plc		233


Annual Report 2017 on Form 20-F \| Other information for US investors

Other information for US investors

Contents

~~Risk~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form 20-F~~

~~Factors~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

Risk factors

235

Articles of Association

258

Iran Threat Reduction and Syria
Human Rights Act (ITRA)

259

New York Stock Exchange (NYSE)
Corporate Governance

260

Contact and other information

261

Additional balance sheet analysis

262

Taxation for US investors

273

Glossary of financial services
industry terms

274

Cross-reference to Form 20-F

278

~~Other information for US investors~~

~~276~~

234

~~Risk factors~~

Santander UK plc



~~299~~		> Risk ~~elements in the loan portfolio~~

~~302~~		~~Taxation for US investors~~

~~303~~		~~Articles of Association~~

~~304~~		~~Iran Threat Reduction and Syria Human Rights Act (ITRA)~~

~~305~~		~~New York Stock Exchange (NYSE) Corporate Governance~~

~~306~~		~~Glossary~~

~~311~~		~~Contact and other information~~

~~312~~		~~Cross-reference to Form 20-F~~
		factors

~~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~~10 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 improvements in certain segments of the global economy, including in the United Kingdom (the UK) ~~and in Europe.~~. Investors remain cautious and a slowing or failing of the global 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 inover the past ~~twelve months~~two years have been affected by a series of political events, including the UK’s vote in June 2016 to leave the ~~EU,~~European Union (EU), and the general election in the UK in June 2017, 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~~ongoing negotiations between the UK ~~referendum on membership of the~~and 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 iscontinues to be 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).~~EU. Such uncertainties have had, and may continue to have, a negative impact on macroeconomic conditions and our ~~business,~~operating results, financial condition and ~~results of operations,~~prospects, and ~~there can be no assurance that~~ the ~~European and~~ global economic ~~environments will not~~environment may continue to be adversely 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.~~customers, particularly if interest rates continue to rise in 2018 following the Bank of England’s decision to increase the base rate from 25bps to 50bps in November 2017. 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.~~term.

If all or some of the foregoing risks were to materialise in the global financial markets, this could have a material adverse effect on ~~us.~~our operating results, financial condition and prospects.

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 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~~state of the UK ~~economic recovery,~~economy, along with its ~~associated~~related impacts on our profitability, remains a risk. Conversely, a strengthened UK economic performance may increase the possibility of a higher interest rate ~~environment.~~environment and we note that the Bank of England has commented that it expects to continue to raise interest rates in 2018. In such a scenario, there is a risk that other market participants might offer more competitive product pricing resulting in increased customer ~~attrition.~~attrition and the potential for an increase in defaults on our mortgage and/or loan repayments.

~~Adverse changes~~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, reduce investment available to enhance our product offerings, 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 and assumptions, 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

–

The recovery of the international financial industry may be delayed and impact our operating results, financial condition and prospects

–

Adverse macroeconomic shocks may negatively impact the household income of our retail customers and the profitability of our business customers, which may adversely affect the recoverability of our loans and other extensions of credit and result in increased credit losses.

The possibility of a renewed economic downturn in EUthe UK remains a real risk. This has, to a certain extent, been reflected in the downgrade of the Office for Budget Responsibility forecasts in November 2017 and ~~global~~the downgrade of the UK’s sovereign credit rating in September 2017 (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 operating results, financial condition and prospects’). Uncertainty surrounding the future of the eurozone is less acute than before, but a slow increase in growth may pose ~~the~~a risk of a further slowdown in the UK’s principal export markets which would have an adverse effect on the broader UK ~~economy.~~economy, and could cause uncertainty in relation to the terms of the UK’s exit from the EU. The future trading arrangements agreed between the EU and the UK could also have an adverse impact, particularly if the UK has to resort to using World Trade Organisation (WTO) rules.

~~In addition, adverse~~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/~~write-offs or charge-offs could have an adverse effect on our operating results, financial condition and prospects. Any significant 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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Santander UK plc		235

~~276~~ ~~Santander UK plc~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation~~Annual Report 2017 on Form 20-F | Other information for

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

US investors

~~Association~~

~~other information~~

Exposure to UK political developments, including the ~~outcome of~~ongoing negotiations between the UK ~~referendum on membership of the~~and 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 inof 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~~sterling. There remains significant uncertainty relating to the process, timing and negotiation of the UK’s exit from, and future relationship with, the ~~EU.~~EU and the basis of the UK’s future trading relationship with the rest of the world.

On ~~2 October 2016,~~29 March 2017, 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 notifygave notice under Article 50(2) of the Treaty on European Union of the UK’s intention to withdraw from the EU. ~~Once~~The delivery of the ~~exit process is~~Article 50(2) notice has triggered a two year period of negotiation which will ~~begin to~~ determine the ~~new~~ terms on which the UK will exit the EU, taking account of the framework for the UK’s future relationship with the ~~EU, after which period its~~EU. Unless extended, the UK’s 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.cease after this two year period. The timing of, and process for, such negotiations and the resulting terms of the UK’s future economic, trading and legal relationships are ~~uncertain.~~uncertain, as is the basis of the UK’s future trading relationship with the rest of the world. There is a possibility that the UK’s membership ends at such time without reaching any agreement on the terms of its relationship with the EU going forward, although we note that movement to phase two of the negotiations - with focus on finalising withdrawal issues, transition arrangements and a framework for the UK’s future relationship with the EU - was agreed on 15 December.

A general election in the UK was held on 8 June 2017 (theGeneral Election). The General Election resulted in a hung parliament with no political party obtaining the majority required to form an outright government. On 26 June 2017 it was announced that the Conservative party had reached an agreement with the Democratic Unionist Party (the DUP) in order for the Conservative party to form a minority government with legislative support (‘confidence and supply’) from the DUP. The long term effects of the General Election, which resulted in a minority government, are difficult to predict due to significant uncertainty and the impact on the negotiation of the UK’s exit from the EU. The outcome of the General Election could have a significant impact on the future international and domestic political agendas of the government (including the UK’s exit from the EU), and on the ability of the government to pass legislation in the House of Commons, as well as increasing the risk of further early general elections and a period of political instability and/or a change of government.

While the longer term effects of the UK EU Referendum are difficult to predict, ~~these are likely~~the effects of this Referendum, in addition to the uncertainty created as a result of the outcome of the General Election, could 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.~~UK. For instance, the UK ~~could lose access~~Government has stated its intention for the UK to leave both the ~~single EU market~~Single Market and the Customs Union (thereby ceasing to be party to the global trade deals negotiated by the EU on behalf of its ~~members~~members) and this could affect the attractiveness of the UK as a global investment centre and increase tariff and non-tariff barriers for the UK’s trading relationships and, as a result, could have a detrimental impact on UK economic growth. ~~Potential further decreases in interest rates by the Bank of England or sustained~~Sustained low or negative interest rates would put further pressure on our interest margins and adversely affect our ~~profitability~~operating results, financial condition and prospects. Equally, further rises in interest rates (in addition to the rate rise in November 2017) could result in larger default losses which would also impact our operating results, financial condition and prospects.

The UK EU Referendum has also given rise to further 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~~they could occur, ~~may~~could 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.~~volatility during the period of the negotiation of the UK’s exit from the EU. 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~~Referendum and ~~Moody’s Investors Service affirmed~~there is a risk that this may recur during the ~~long-term credit ratings and changed the ratings outlooks~~negotiation of the ~~operating companies of most major UK banks because~~UK’s exit from the EU as the potential terms of the ~~medium term impact of political and market uncertainty~~exit (and any transition period) become public (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~~operating results, financial condition and ~~results of operations’~~prospects’).

In addition, we are subject to substantial EU-derived regulation and oversight. There ~~is now~~remains 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~~EU. This may cause 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~~operating results, financial condition and ~~operations’~~prospects’).

Operationally, there is a significant risk that we and other financial institutions may no longer be able to rely on the European passporting framework for financial services (or an equivalent regime) and ~~could~~may 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~~operating results, financial condition and ~~business.~~prospects. 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~~material adverse effect on us, including our ~~financing availability~~ability to access capital and liquidity on financial terms acceptable to us and, more generally, on our ~~business,~~operating results, financial condition and ~~results of operation.~~prospects.

We are subject to substantial regulation and governmental oversight which could adversely affect our ~~business~~operating results, financial condition and ~~operations~~prospects.

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 in 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). , and various legal and regulatory regimes (including the US) that have extra-territorial effect.

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. Furthermore, there is uncertainty regarding the future relevance of EU regulations and reforms following the UK’s exit from the EU (and during any transitional period). 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~~


236		Santander UK plc

~~Annual Report 2016~~

~~Other information for US investors~~


		> Risk factors

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.~~operating results, financial condition and prospects. 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 in the past 10 years, 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~~have continued to 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.~~operating results, financial condition and prospects.

Banking Reform

On 18 December 2013, the Financial Services (Banking Reform) Act (the Banking Reform Act) was enacted. The Banking Reform Act ~~implements~~implemented 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~~established a ring-fencing framework under the Financial Services and Markets Act 2000 (FSMA) pursuant to which UK banking groups that hold significant retail and/or small business deposits are required to separate or ring-fence their retail banking activities from their wholesale banking activities by 1 January 2019, ~~establishes~~established a new Payment Systems Regulator (the PSR) and ~~amends~~amended 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 its final ring-fencing rules designed to make provision for the group ring-fencing purposes outlined in the Banking Reform Act ahead of the implementation date for ring-fencing on 1 January 2019. The ~~PRA expects firms~~group ring-fencing purposes are intended to ~~finalise their ring-fencing plans~~insulate a ring-fenced back from, and ~~highlight any changes as~~ensure that a ~~result~~ring-fenced bank is able to take decisions independently 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~~other members of ~~any regulatory change following the UK’s exit from the EU.~~its group.

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 retail and small business deposit-taking 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 in December 2016 that we could provide greater certainty for our customers with a ‘wide’ ring-fence structure, rather than the ‘narrow’ ring-fence structure it had originally envisaged ~~as this will also allow us to maintain longer term flexibility.~~in early 2016. Under this revised model, Santander UK plc, the main ring-fenced bank, will serve our retail, commercial and corporate customers. ~~Abbey National Treasury Services plc~~The majority of our customer loans and assets as well as customer deposits and liabilities will ~~no longer constitute~~remain within the ~~non-ring fenced~~Company or Cater Allen Limited, as ring-fenced banks. Prohibited activities which cannot continue to be transacted within the ring-fenced bank principally include our derivatives business with financial institutions and ~~its activities will be revised as part~~certain corporates, elements of our short term markets business and our branches in Jersey, Isle of Man and the United States (US). The implementation 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~~entails 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. It is expected that Abbey National Treasury Services plc will cease the activities of the its US branch and transfer the majority of its other business; with products, transactions and arrangements with customers and other stakeholders which are permitted in the ring-fence transferred to Santander UK, and products, transactions or arrangements with customers and other stakeholders which are prohibited within the ring-fenced bank transferred to Banco Santander S.A. or its London Branch. Our current intention is to transfer the business of the Jersey and Isle of Man branches to a member of the Santander group outside the ring-fence using transfer schemes under the applicable laws. Our target remains to complete the implementation of our ring-fencing plans in advance of the legislative deadline of 1 January 2019. However, implementation of the ring-fencing model continues to depend on a number of factors, including approvals from applicable regulators and court sanctions. There can be no assurance that these approvals or sanctions will be obtained in line with our implementation plan and other factors such as economic conditions in the UK and globally, and developments in relation to the negotiations on the terms of the UK’s exit from the EU may have a bearing on the implementation of the ring-fence. 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 has taken, and will continue to take, a substantial amount of time and ~~cost~~has been, and will continue to ~~implement, the~~be, costly to implement. The separation process and the structural changes which ~~may be~~are required could have a material adverse effect on ~~its business,~~our operating results, financial condition ~~profitability~~ and prospects.

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Annual Report 2017 on Form 20-F \| Other information for US investors

EU fiscal and banking union

The European banking union is expected to be achieved through new ~~harmonized~~harmonised 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~~119 significant banks (at 25 December ~~2016)~~2017) in the eurozone, including Banco Santander SA.

~~278~~ ~~Santander UK plc~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

~~other 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,~~operating results, financial condition and ~~results of operations~~prospects 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~~ongoing negotiations between 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~~came into force on 3 January 2018 and ~~will introduce~~introduced 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). It is possible that the measures and procedures we have introduced might, in future, be deemed to be misaligned with MiFID obligations, or that individuals within the business may not fully comply with the new procedures. If there are breaches of our MiFID obligations or of other existing laws and regulations relating to financial crime, we could face significant administrative, regulatory and criminal sanctions and restrictions on the conduct of our business and operations, as well as reputational damage which could have a material adverse effect on our operations, financial condition and prospects.

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~~other US ~~Prudential Regulators~~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.~~2018. 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~~includes 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.

~~Santander UK plc~~ ~~279~~

~~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.


238		Santander UK plc


		> Risk factors

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~~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,~~In August 2016, the CMA ~~undertook a~~published the final report in its market investigation into competition in the personal current account and SME retail banking ~~markets. The CMA published its final report on 9 August 2016,~~markets, which identified a number of features of the markets for the supply of personal current accounts, business current accounts and SME lending that, in combination, ~~are~~were having an adverse effect on competition. The CMA ~~has decided on~~is currently implementing a comprehensive package of remedies including, among other things, Open Banking and 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~~Further work on overdraft charges is ongoing by the FCA, which remains under political scrutiny.

The FCA has recently announced a Strategic Review of Retail Banking Business Models. Over the next year, the FCA will look at the business models of firms to identify any potential conduct or competition issues, explore how free-if-in-credit banking is paid for and understand the impact on business models of changes such as digital conversion and reduced branch usage on business models. It is also looking to secure an appropriate degree of consumer protection for consumers in vulnerable circumstances and at the role such vulnerable customers have on banks’ profitability. The FCA will then consider potential consequences for its consumer protection and competition objectives. It intends to share the results of its analysis in Q2 2018. There can be no assurance that we will not be required to make changes to our business model as a result of this review, and that such changes would not materially and adversely affect us.

In addition, the FCA and PSR ~~have recently undertaken, and are currently undertaking,~~continue to undertake 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 on our relations with our customers and potential customers.

The Payment Services Directive II (PSD2) is a fundamental piece of payments-related legislation in Europe that came into force in January 2018 and introduced Open Banking, which requires providers to open up access to customers’ online account and payments data to third party providers (TPPs). Customers will be able to give secure access to certain TPPs authorised by the FCA or other European regulators to access account information and to make payments from current accounts. Following the CMA’s retail banking market investigation, Santander UK is one of the nine largest current account providers in the UK that was required to accelerate certain of the PSD2 requirements and implement Open Banking by 13 January 2018.

As a new payments ecosystem, Open Banking/PSD2 has the potential to exacerbate a number of existing risks for the industry and for individual providers, including data loss/data protection, cyber security, fraud and wider financial crime risk. This in turn could give rise to increased costs, litigation risk and risk of regulatory investigation and enforcement activity. An example of the heightened risk is the risk of fraud relating to activities of a TPP pursuant to which funds are redirected to a third party not chosen by the customer; or risk of data misuse by a TPP/other third party where the TPP has requested the data from Santander and this is provided to the TPP. The liability model for unauthorised payments by TPPs is untested. There can be no assurance that the risks associated with Open Banking will not give rise to financial liability or reputational risks for Santander UK.

Financial Crime

There are a number of EU and UK regulatory change proposals and measures targeted at preventing and countering financial crime (including anti-money laundering (AML) and countering the financing of terrorism (CTF) provisions) which came into effect in 2017 or 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~~came into effect on 26 June 2017. The Fourth EU Money Laundering Directive ~~replaces existing~~replaced Directive (EC) No 60 / 2005 and significantly ~~expands~~expanded the existing AML / CTF regime applicable to financial institutions by, among other things:

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Increasing the customer due diligence checks required for particular transactions

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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

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Having EU Member States hold beneficial ownership details on a central register for entities incorporated within their territory

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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~~replaced the existing Regulation (EC) No 1781 / 2006. ~~This~~The regulation ~~will apply~~applies 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~~On 22 June 2017, the final text of the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 was published in the UK, which came into force on 26 June 2017 and implemented the requirements of those EU measures into national law.

On 15 December, the Council of EU and the European Parliament reached a political agreement on the EU Commission’s proposal to amend the Fourth Anti-Money Laundering Directive. The amended directive (‘5th AMLD’) seeks to prevent large scale concealment of funds and to introduce increased corporate transparency rules, whereby corporate and other legal entities will be required by law to publicly disclose information on beneficial ownership. The amended directive also introduces the application of AML rules to firms providing services associated with virtual currencies and further extends enhanced due diligence requirements to all transactions with natural persons or legal entities established in third countries identified as high risk countries pursuant to Article 9 (2) of the Directive. Following the political agreement between the co-legislators, EU member states will have until mid-2019 to implement the 5th AMLD into national legislation. UK regulations and/or guidance is expected later in 2018.

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Santander UK plc		239


Annual Report 2017 on Form 20-F \| Other information for US investors

The UK Policing and Crime ~~Bill 2015-16 to 2016-17~~Act 2017, which received Royal Assent on 31 January 2017, 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~~Banks are expected to ~~come into effect~~take a proactive approach to reporting any potential sanctions breaches to the new Office of Financial Sanctions Implementation (OFSI), as set out in recent OFSI Guidance. Under the Policing and Crime Act OFSI has powers to fine banks a maximum of £1 million or 50 per cent of the estimated value of the funds or resources, whichever is greater, as well as criminal enforcement powers. The penalty powers apply to offences after the 1st April 2017. In 2016, just over one hundred suspected breaches were reported by firms to OFSI, of which 95 were deemed actual breaches, totalling £75 million.

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. Banks are required to perform quarterly checks to determine whether they are operating a current account for a person known by the Home Office to be in the UK illegally. If a bank establishes that a customer is an illegal migrant, they will have a duty to report the match and details of any other accounts they provide to the Home Office. The FCA has responsibility for supervising banks adherence to the requirements of the Act. 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~~The Criminal Finances Act 2017 (the CF Act), which received Royal Assent in April 2017, makes provision for a number of important changes to the law governing money laundering, civil recovery and enforcement powers concerning terrorist property. The CF Act introduces a new offence (modelled on the corporate offence under section 7 of the Bribery Act 2010), 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~~The CF Act came into force on 30 September 2017 and includes a range 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~~greater sharing of information between entities within the ~~private~~regulated sector and enforcement agencies.

~~280~~ Failure to comply with the requirements of the CF Act could expose Santander UK ~~plc~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

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~~other information~~

to significant criminal or civil sanctions.

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.~~burden. The ~~proposed~~regulatory changes ~~will require~~required substantial amendments to our AML / CTF procedures and ~~policies.~~policies and may yet require further such amendments. The changes could adversely impact our business by increasing our operational and compliance costs and reducing the value of our assets and operations. ~~Where~~These challenges are exacerbated by the ~~changes~~complexity arising from overlapping requirements between different legislation, and, in some instances, conflicts of laws. There are also some requirements which have extra-territorial effect, ~~there may be difficulties~~for example, the UK Bribery Act. There are challenges 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 on time or that individuals within the business will not be fully compliant with the new procedures. If there are breaches of these measures or existing law and regulation relating to financial crime, we could face significant administrative, regulatory and criminal sanctions and restrictions on the conduct of our business and operations, as well as reputational damage which ~~may~~could 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:

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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

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Enhanced data consent requirements, which includes “explicit” consent in relation to the processing of sensitive data

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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

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Constraints on using data to profile data subjects

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Providing data subjects with personal data in a useable format on request and erasing personal data in certain circumstances

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Reporting of breaches without undue ~~delay (72 hours where feasible)~~delay.

The GDPR also introduces new fines and penalties for a breach of requirements, including fines for ~~serious~~systematic breaches of up to the higher of 4% of annual worldwide turnover or€20m and fines of up to the higher of 2% of annual worldwide turnover or€10m (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~~there may be ~~fully compliant~~partial non-compliance with the new procedures. If there are breaches of ~~these measures,~~the GDPR obligations, we could face significant administrative and monetary sanctions as well as reputational damage which ~~may~~could have a material adverse effect on our operations, financial condition and prospects.


240		Santander UK plc


		> Risk factors

Further reforms to the mortgage lending market 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)~~, which~~ came into force on 26 April ~~2014,~~2014. These rules required ~~us to implement~~ a number of material changes to ~~our~~the mortgages sales process, ~~including~~both in ~~respect of the~~ terms of advice provision ~~of advice~~ in nearly all scenarios and significantly enhanced affordability assessment and evidencing. The new rules ~~also permitted~~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 FCA published~~2015, publishing its report in May 2016. This is in addition to regulatory reforms being made as a result of the ~~results~~implementation of ~~its responsible lending review in May~~the Mortgage Credit Directive from 21 March 2016. In December 2016, the FCA published terms of reference for a market study into competition in the mortgages sector, which ~~will focus~~is focusing 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,~~the spring of 2018, with the final report due in ~~early~~Q4 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.~~our operating results, financial condition and prospects.

Consumer credit

On 1 April 2014, consumer credit regulation 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 Santander UK, were granted an interim permission under the new regime and had to 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. Santander UK is fully authorised to carry out consumer credit-related regulated activities, however, if the FCA were to impose conditions on that authorisation and/or make changes to the FCA rules applicable to authorised firms with consumer credit permissions, this could have an adverse effect on the Group’s operating results, financial condition and prospects.

We are exposed to risk of loss and damage from civil litigation and/or criminal legal and regulatory proceedings

We face various issues that may give rise to risk of restrictions on our business and operations, loss and damage (including damage to our reputation) from civil litigation and/or criminal legal and regulatory proceedings. These issues could include ~~inappropriately dealing with potential conflicts of interest or~~ failing to comply with existing applicable legal and regulatory requirements or failing to properly implement new applicable laws and regulations, and could result in claims against us or subject us to regulatory or criminal investigations, enforcement actions, fines and/or penalties. ~~The~~Additionally, 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:~~risks include:

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~~The~~Regulators, agencies and authorities with jurisdiction over us, including 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, the Serious Fraud Office (SFO), the National Crime Agency 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

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Given the ~~new~~recent 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

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The alleged historical or current 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~~presents a risk of civil litigation (including claims management company driven legal campaigns) and/or 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

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We hold bank accounts for entities that might be or are subject to scrutiny from various regulators and authorities, including the ~~UK’s Serious Fraud Office~~SFO and regulators in the US and ~~elsewhere. We are not currently subject~~elsewhere, which could lead 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~~scrutiny

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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 has allowed class actions ~~may~~to be used to allow the claims of a whole class of claimants ~~into~~to be heard in a single action in both follow-on and standalone competition cases.

~~Santander UK plc~~ ~~281~~

~~Annual Report 2016~~

~~Other information for US investors~~

We are from time to time subject to certain investigations and claims (civil and criminal) and party to certain legal proceedings brought by private individuals or regulators or governmental authorities in the normal course of our business, including in connection with our lending and payment 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 investigations and actions, particularly where the claimants or authorities 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, restrictions 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, investigations 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, investigations 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, restrictions on conduct of business and operations, withdrawal of services, customer redress, fines and reputational damage.

Failure to adequately manage the ~~foregoing~~ risks ~~adequately~~arising in connection with our obligations under existing applicable law and regulation or failing to properly implement new applicable law and regulation could result in significant losses including in relation to administrative, regulatory or criminal sanctions and civil penalties, as well as reputational damage, all of which could have a material adverse effect on our ~~reputation,~~ operating results, financial condition and prospects.

LOGO


Santander UK plc		241


Annual Report 2017 on Form 20-F \| Other information for US investors

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~~supervisory intrusion and scrutiny (resulting in ~~increasing~~higher costs, including supervision fees), and in the event of a breach of relevant law or regulation, we are likely to face more stringent ~~penalties.~~penalties and regulatory actions.

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, civil or criminal penalties, 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 or enforcement 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 ana more interventionist approach in its increasing scrutiny of product terms and conditions and monitoring compliance with competition law. FSMA (as amended by the ~~FS Act)~~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. 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.~~1974 (CCA). 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 (CP16/20) 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~~In December 2016 we made an additional £114m provision charge, which represented our best estimate of the cost of future PPI complaints, taking into account the FCA’s proposals in CP16/20.

On 2 March 2017, the FCA ~~announced~~published its policy statement (PS17/3) and final rules and guidance, confirming that ~~it was carefully considering~~there would be a two year deadline for PPI complaints, and that this would take effect from 29 August 2017, and include the ~~issues raised by the consultation and would make~~commencement of a ~~further announcement~~consumer communications campaign. The FCA’s approach to Plevin/unfair relationships under s140A CCA remains largely as set out in ~~the first quarter of 2017. It~~CP16/20, so profit share is ~~not clear what impact the delay~~included in the FCA’s ~~response will have on~~approach to the ~~overall timetable for implementation~~assessment of fairness and redress. In addition, firms are now required to write to customers whose misselling complaints were previously rejected, and who are within scope of s140A CCA, to inform them of their right to complain again in light of Plevin. The PPI provision was increased by a further £32m in March 2017 to take account of PS17/3 and the ~~new~~FCA’s final rules and ~~guidance and the two year deadline.~~guidance. In ~~2016,~~June 2017, we made ~~additional provision charges~~a further net charge of ~~£30m for~~£37m, following a review of claims handling procedures in relation to a specific PPI portfolio ~~under~~including the impact of a past business ~~review and £114m for~~review. In Q4 2017, we made a further PPI provision of £40m, relating to an increase in estimated future ~~PPI related~~ claims ~~costs and Plevin profit share arising from our interpretation~~activity following the commencement 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.

FCA advertising campaign for PPI. 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 3327 to the Consolidated Financial Statements. The ~~above~~potential financial impact 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~~the: (i) requirement for compliance with an increasing volume of relevant ~~law~~laws 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 (including the changes proposed by the FCA in a consultation paper (CP18/3) on 22 January 2018, proposing changes to the eligibility criteria to access FOS), it is possible that related costs or liabilities could have a material adverse effect on our operating results, financial condition and prospects.


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		> Risk factors

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 of€730,000 or more and to certain UK incorporated non-bank companies in the 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 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~~final phase 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 commencedimplemented 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~~that: (i) the exercise of the UK bail-in power should be consistent with treating all liabilities of the relevant 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~~Public financial support would only be used as a last resort, if at all, 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~~material adverse effect on our ~~business.~~operating results, financial condition and prospects.

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’~~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,~~

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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~~would have a ~~negative impact~~material adverse effect on our ~~business.~~operating results, financial condition and prospects.

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~~(the CRR 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 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. Binding technical standards adopted by the European Commission have also impacted, and may further impact, the capital requirements which apply under CRD ~~IV requirements.~~IV.

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~~counter-cyclical 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,~~counter-cyclical, 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. In March 2017, the BoE published its guidance on its 2017 stress tests, which contained both an annual cyclical scenario and a new biennial exploratory scenario, the latter assessing the banks’ long-term resilience to financial risks. The BoE published results of the stress test in November 2017.

Though the results of the PRA’s ~~2016~~2017 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. AtFollowing its ~~most recent~~ meeting in ~~September 2016,~~June 2017, the FPC announced that the countercyclical capital buffer rate would ~~remain at~~be increased from 0% ~~until at least~~to 0.5%, with binding effect from June ~~2017.~~2018. On 28 November 2017, it further increased the level to 1% with binding effect from November 2018. As a consequence of our UK-focused business, our countercyclical capital buffer rate will reflect substantially all of this increase.

The FS Act also 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. ~~Since January 2016, all~~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. All major UK banks and banking groups (including us) ~~have been~~are required to hold enough Tier 1 capital (75% of which must be CET1 capital) to satisfy a minimum leverage requirement of 3.25% (following the PRA’s decision to increase the leverage ratio requirement from 3% to 3.25%, announced in October 2017) 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 has also previously 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)~~(SRBF) 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~~SRBF to be applicable from 1 January 2019. The FPC finalised and published its ~~SRB~~SRBF framework on 25 May 2016. Systemic importance is measured using the total assets of ring-fenced bank sub-groups in scope of the ~~SRB,~~SRBF, with higher ~~SRB~~SRBF rates applicable as total assets increase. In December 2016, the PRA published its statement of policy on the ~~SRB~~SRBF relevant to ring-fenced bodies. The PRA will review its statement of policy in 2018, following the review of the FPC’s ~~SRB~~SRBF 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 further increased.


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In June 2017, the PRA issued a consultation (CP11/17) proposing to implement recommendations made by the FPC in the same document, that the PRA increase the minimum leverage ratio to 3.25%. In that consultation document, the PRA confirmed that, as currently, firms will need to meet the increased requirement with Tier 1 capital, at least 75% of which must be in the form of CET1.

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 9 November 2015, the FSB also published its final Total Loss-Absorbing Capital (“TLAC”) standards for G-SIBs. 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,~~MREL and the ~~FSB~~PRA published ~~its final Total Loss-Absorbing Capital (TLAC) standards for G-SIBs.~~a consultation paper and a draft supervisory statement on the relationship between MREL and capital and leverage buffers. 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 generally no higher than institutions’ current regulatory minimum capital requirements in the period prior to the interim requirement coming into force 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, and UK subsidiaries of G-SIBs which are resolution entities (including Santander UK) 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.~~(thePolicy Statement). 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 May 2017, the BoE published indicative data on the minimum amount of MREL that the larger UK banks and building societies will be required to hold.

Also in November 2016, the PRA published a supervisory statement (SS16/16) on the relationship between MREL and regulatory buffers, in which the PRA set out its policy, based on key aspects of the FSB standards, that CET1 used to meet the MREL requirement cannot also be used to meet the CRD IV combined buffer, the PRA buffer or the leverage ratio buffers. However, a firm which does not have or expects that it will not have sufficient CET1, in addition to the CET1 counted towards its MREL, to meet its CRD IV combined buffer or the PRA buffer can expect enhanced supervisory action and to be required to prepare a capital restoration plan. On 27 July 2017, the PRA published a consultation paper (CP15/17) on its proposals with regard to, amongst other things, the relationship between the MREL and CRD IV combined buffer, the PRA buffer and the leverage ratio buffers. In ~~addition,~~particular, the PRA proposes to update its previously expressed policies to clarify its expectations regarding the amount of CET1 that firms should not count simultaneously towards those buffer requirements and MREL (i.e. an amount equal to the size of the usable buffer derived from the two going-concern regimes).

On 6 July 2017, the FSB published its Guiding Principles on the Internal Total Loss-Absorbing Capacity of G-SIBs, suggesting that material subsidiaries of G-SIB groups issue internal TLAC (i.e. equity and TLAC compliant debt instruments to the resolution entities in the group) so that losses and recapitalisation needs of material entities or sub-groups may be passed with legal certainty to the resolution entity of a G-SIB resolution group, without entry into resolution of the subsidiaries within the material sub-group. The BoE noted in its Policy Statement that it was not comprehensive with regard to the requirements relating to MREL. These issues included reporting, disclosure and the treatment of institutions’ holdings of MREL liabilities. The BoE noted that its work would continue to develop in this regard — as well as its approach to the calibration of MREL within groups (internal MREL) — taking into account international standards including, the FSB’s guidance on internal TLAC. The final impact of the TLAC and MREL requirements is not yet known and will depend on the way in which regulators of the Group choose to implement these requirements.

On 23 November 2016, the European Commission also published legislative proposals for amendments to CRD IV, the BRRD and the SRM and proposed an additional amending directive to facilitate the creation of a new asset class of “nonpreferred” senior debt. The package of reforms is aimed at further strengthening the resilience of EU credit institutions and is expected to enter into force (with certain exceptions) no earlier than 2019. Among other things, the proposed package of reforms includes proposals to introduce a binding 3% leverage ratio and a requirement for institutions that trade in securities and derivatives to have more risk- sensitive own funds. In line with the BoE’s Policy Statement and the PRA consultation, the proposed reforms also include measures to align the MREL requirements with the FSB TLAC standards. The proposed reforms are to be considered by the European Parliament and the Council of the EU and remain subject to change, although Directive 2017/2399 amending Directive 2014/59/EU, implementing the “non-preferred” senior debt class came into force in December 2017. The final package of reforms may not include all elements of the proposals and new or amended elements may be introduced. Until the proposals are in final form, it is uncertain how they will affect us.

Further, 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~~In addition, in December 2017 the Basel Committee published their finalisation of the Basel III framework, with proposed ~~changes to~~implementation from 1 January 2022. This includes the ~~capital framework include:~~following elements:

–

Revisions to the standardised approach tofor credit risk, ~~(Standardised Approach)~~credit valuation adjustment risk and operational risk to address certain weaknesses identified by the Basel Committee

–

Additional constraints on the use of internal model approaches for credit risk, and removing the use of internal model approaches for credit valuation adjustment risk and operational risk

–

The ~~development~~use of an output floor based on standardised approaches

–

The introduction of a leverage ratio buffer for global systemically important banks and refinements to the definition of the ~~Standardised Approach-based floor on modelled credit risk capital requirements.~~leverage ratio exposure measure.

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.

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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~~119 to ~~109.~~

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~~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 otherwise 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~~During the period 2008 to 2013, 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~~Our cost of funding is directly related to prevailing interest rates and to our credit spreads. Increases in interest rates and our credit spreads can significantly increase the cost of our ~~funding~~funding. Changes in our credit spreads are market-driven 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~~be 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). and therefore on our operating results, financial condition and prospects.

In response to the financial crisis, central banks around the world, including the US Federal Reserve Bank (the Fed) 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~~Over the course of 2017 central banks have signalled the start, or in some cases (such as the Fed) a continuation, of unwinding such ~~measures will remain in place and to what extent they may be added to in the light of economic developments.~~stimulus. In addition to the BoE Base Rate ~~cut~~rise on ~~4 August 2016,~~2 November 2017, the Bank of England ~~announced a~~voted to maintain the stock of the quantitative easing programme ~~to purchase £70bn~~of £445bn of assets, comprising £10bn of corporate bonds and ~~£60bn~~£435bn of gilts. In ~~December 2016~~October 2017, the ECB announced ~~an extension to their quantitative easing programme until the end of 2017, albeit with a scaled down~~that it would reduce its monthly volume of bond purchases from ~~April 2017 of~~January 2018 to€~~60bn~~30bn (from€~~80bn)~~60bn). 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),~~US, the Federal Reserve increased its short-term interest rate by 25 basis points in each of December 2016, March 2017, June 2017 and ~~is forecasting three further~~December 2017, and has forecast additional interest rate increases in ~~2017.~~2018.

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.⁽¹⁾ At 31 December ~~2016,~~2017, we had drawn ~~£4.5bn~~£8.5bn under the TFS. In addition to the TFS, we participated in the Funding for Lending Scheme (FLS). At 31 December ~~2016,~~2017, 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. ToIt is our current working assumption that the TFS will close for drawdowns after 28 February 2018, as scheduled. However, 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 quantitative easing and/or lending schemes or an increase in base interest rates) could have a material adverse effect on us, including our ability to access capital and liquidity on financial terms acceptable to us and, ~~the cost of funding (whether directly or indirectly).~~more generally, on our operating results, financial condition and prospects.

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 in general, confidence in the company specifically, the Company’s credit rating 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.~~future, and therefore have a material adverse effect on our operating results, financial condition and prospects.

~~We anticipate~~

(1)	The drawdown period under the TFS ran from 19 September 2016 to 28 February 2018. The TFS was 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.


246		Santander UK plc


		> Risk factors

In our liquidity planning we assume that our customers will continue to make a volume of deposits with us (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 withdrawn at short notice 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, wethere may be ~~materially~~a material adverse effect on our operating results, financial condition and ~~adversely affected.~~prospects. 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 90108 to ~~105.~~118.

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.~~assets, thereby impacting our liquidity position and ability to pay our debts. 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~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

~~other information~~

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~~NSFR standard. The NSFR has not yet been implemented within Europe (unlike the LCR). As such there is no formal NSFR ~~which will take effect on 1 January 2018.~~requirement applicable to UK or other EU banks until such time as the European Commission adopts appropriate regulatory / technical standards. 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. Santander UK monitors its NSFR on an ongoing basis and stands ready to comply with the standards once agreed.

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,~~2017, 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.~~our operating results, financial condition and prospects.

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, though improving recently, continue to show signs of fragility and ~~volatility, with political tensions in Europe being particularly heightened in the past twelve months. In addition, interest~~volatility. Interest rate differentials among eurozone countries are affecting government finance and borrowing rates in those economies. ~~These factors~~This 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~~ongoing negotiations between the UK ~~referendum on membership of the~~and 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~~This volatility could re-occur depending on the ~~potential for other countries to seek to conduct referenda with respect to their continuing membership~~outcome 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.continuing exit negotiations.

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 the 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~~may recur 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’~~exposure’ on ~~pages 127 to 128.~~page 77. 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.

LOGO

~~Santander UK plc~~ ~~287~~

~~Annual Report 2016~~

~~Other information for US investors~~


Santander UK plc		247


Annual Report 2017 on Form 20-F \| 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 incidents of market-wide liquidity problems over the last 10 years 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.~~our operating results, financial condition and prospects.

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~~operating results, financial condition and ~~results of operations~~prospects

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.~~operating results, financial condition and prospects. For example, a credit rating downgrade could ~~adversely affect~~have a material adverse effect 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, result in outflows and 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,~~2017, 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~~£3.9bn of cash and collateral. A hypothetical two notch downgrade would result in a further outflow of ~~£0.4bn~~£0.2bn of cash and collateral at 31 December ~~2016.~~2017. These ~~outflow requirements~~potential outflows 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, whether any downgrade precipitates changes to the way that the financial institutions sector is rated, and assumptions about the ratings of other financial institutions and the potential behaviours of various customers, investors and counterparties. Actual outflows ~~could be higher or lower than this hypothetical example, depending~~will also depend upon certain other 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~~stable outlook by Moody’s Investors Service, A with ~~negative~~stable outlook by S&P Global Ratings and A with rating watch 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~~

There can be ~~any removal~~no assurance that the credit rating agencies will maintain our current credit ratings or outlooks. A failure to maintain favourable credit ratings and outlooks could increase our cost of ~~systemic support by the UK Government, all things being equal, the impact~~funding and adversely affect our interest margins, which could have a material adverse effect on our ~~long-term credit-rating could potentially increase the cost of some of our wholesale borrowing~~operating results, financial condition and ~~our ability to secure both long-term and short-term funding may be reduced.~~prospects.

~~Further, following the results of the UK EU Referendum,~~In September 2017, Moody’s Investors Service downgraded the UK’s sovereign credit rating ~~was downgraded by Fitch Ratings~~due to their concerns around the government’s fiscal consolidation plans and ~~S&P Global Ratings, and its outlook changed~~challenges to ~~negative by Moody’s Investors Service.~~policy-making from the UK’s exit from the EU. 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~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

~~other information~~

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~~originated.


248		Santander UK plc


		> Risk factors

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.~~conditions and other factors. 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. IfNotwithstanding the ~~current~~November 2017 increase in BoE Base Rate to 0.5%, if a generally 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 resource 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~~following 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 operating 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 and debt 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 and debt 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~~10 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~~could 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.

~~Santander UK plc~~ ~~289~~

~~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. WeFor example, an important feature of the Group’s credit risk management system is to employ the Group’s own credit rating system to 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 the credit assessment assigned by other Banco Santander Group members. As this process involves detailed analyses of the customer ~~using approved~~or credit ~~rating models,~~risk, taking into account both quantitative and qualitative ~~factors. This process could be~~factors, it is subject to human and IT systems ~~errors,~~errors. In exercising their judgement on current or future credit risk behaviour of the Group’s customers, the Group’s employees may not always be able to assign a correct credit rating, which may result in ~~credit ratings not correctly being assigned to customers and~~ a larger exposure to higher credit risks than indicated by our risk rating ~~models.~~system.

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.~~our operating results, financial condition and prospects.

LOGO


Santander UK plc		249


Annual Report 2017 on Form 20-F \| Other information for US investors

We are subject to various risks associated with our derivative transactions that could have a material adverse effect on usour operating results, financial condition and prospects

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.~~systems and to hire and retain qualified personnel. 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.~~our operating results, financial condition and prospects.

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 using our computer systems and ~~networks.~~networks, and through the adoption of cloud computing services. 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~~exchange personal, confidential and proprietary information by electronic means, and we may be the target of attempted ~~cyber-attack.~~hacking. Adoption of cloud based computing services in order to improve technological resilience and cost-effectiveness could bring with it risks to the information we process if we do not take care to implement appropriate controls such as strong authentication and encryption. If we cannot maintain an effective and secure electronic data and information, management and processing system or if we fail to maintain complete physical and electronic records, this could result in regulatory sanctions, ~~and~~including under the General Data Protection Regulation, which will come into force on 25th May 2018. Any such failures or sanctions could result in serious reputational or financial harm to ~~us.~~us, and could have a material adverse effect on our operating results, financial condition and prospects.

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 and reputational harm, and therefore have a material adverse effect on our operating results, financial ~~loss.~~condition and prospects. Furthermore, we may be required to expend significant additional resources to modify our protective measures or to investigate and remediate vulnerabilities or other exposures. We expect our programmes of change to have an effect on our risk profile, both technological and regulatory. Whether it is the opportunities from adoption of cloud technology, systems to support important regulatory initiatives, or the desire to identify, prioritise and remove obsolete systems from operations, the operational risk associated with systems change is likely to increase and this will therefore remain an area of key focus in our risk management. There can be no ~~absolute~~ assurance that we will not suffer material losses from such operational risks in the future, including those relating to any security ~~breaches.~~breaches, which could have a material adverse effect on our operating results, financial condition and prospects.

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 nation 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~~the impact could be significant and may include harm to ~~update our systems and processes in response to new threats, this could harm~~ our reputation and ~~adversely affect~~have an adverse effect on our operating results, financial condition and prospects through the payment of customer compensation, regulatory penalties and fines and/or through the loss of assets.

~~290~~ ~~Santander UK plc~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

~~other information~~

Factors such as failing to apply critical security patches from our technology providers, to manage out obsolete technology or to update our processes in response to new threats could give rise to these impacts.

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.


250		Santander UK plc


		> Risk factors

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 cause 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~~have a material adverse effect on our operating results, financial condition and ~~adversely affect us.~~prospects.

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 systems and controls to mitigate those ~~risks.~~risks or failing to recruit and retain resource with the necessary skills and experience. This could expose us to ~~heavy~~significant fines, additional regulatory scrutiny, restrictions on the conduct of our business and operations, increased liability, ~~and~~ civil claims, criminal actions and reputational risk

We are obligated to comply with applicable anti-money laundering (AML), anti-terrorism, anti-bribery and corruption, sanctions, anti-tax evasion 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,~~ensure account and transaction information is kept up to date and implement effective financial crime policies and procedures detailing what is required from those ~~responsible.~~responsible in order to counter financial crime risks. 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~~enforcement.

Over the ~~Suspicious Activity Reporting Unit.~~

~~Financial~~last decade, financial crime risk has become the subject of enhanced regulatory scrutiny and supervision by regulators globally. ~~AML,~~AML/CTF, 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~~operating results, financial condition and ~~operations’~~prospects’.

We have developed policies and procedures ~~aimed at detecting~~designed to detect and ~~preventing~~prevent the use of our banking network for money laundering and financial crime related activities. However, emerging technologies, such as cryptocurrencies and blockchain, could limit our ability to track the movement of funds. Our ability to comply with the legal requirements depends on our ability to improve detection and reporting capabilities and reduce variation in control processes and oversight accountability. These require the implementation and embedding within the business of effective controls and monitoring, which requires ongoing changes to systems, technology 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~~operating results, financial condition and ~~operations’~~prospects’). 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~~identifying 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.~~breach and this could have a material adverse effect on our operating results, financial condition and prospects.

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 pursue civil and criminal proceedings against us, 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, imposing restrictions on the conduct of our business and operations and ultimately the revocation of our banking ~~licence.~~licence, which could have a material adverse effect on our operating results, financial condition and prospects. The reputational damage to our business and ~~global~~ brand ~~would~~could be severe if we were found to have materially 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 (for example, under our correspondent banking relationships) with respect to such matters, we, to a large degree, rely upon our relevant counterparties to maintain and properly apply their own appropriate ~~AML~~anti-financial-crime 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. There are also risks that other third parties, such as suppliers, could be involved in financial crime. If we are associated with, or even accused of being associated with, ~~or become~~financial crime (or a ~~party to, money laundering,~~business involved in financial crime), then our reputation could suffer and/or we could become subject to ~~fines,~~civil or criminal proceedings that could result in penalties, 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.~~

~~Santander UK plc~~ ~~291~~

~~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 usour operating results, financial condition and prospects

Our businesses and our ability to remain competitive ~~depend~~depends 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, financial crime, conduct and compliance 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~~Investments and improvements in our information technology infrastructure are regularly required 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.~~our operating results, financial condition and prospects.

LOGO


Santander UK plc		251


Annual Report 2017 on Form 20-F \| Other information for US investors

We may be exposed to unidentified or unanticipated risks despite our risk management policies, procedures and methods and to risk related to errors in our modelling

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 3257 to ~~128.~~135. 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 include errors or are otherwise 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 marketmarkets for UK financial services ~~is highly~~are very competitive and we have seen strong competition from incumbent banks and large building societies. In addition, 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~~non-banks 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,other providers. Management expects 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 Retailcontinue 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~~intensify as a result of customer behaviour and trends, technological changes, competitor behaviour, new entrants (including non-traditional financial services providers such as large retail or technology companies or financial technology companies), new lending models and changes in regulation (including the ~~UK Government taking ownership~~recent introduction of Open Banking and ~~control over other financial institutions in the UK or otherwise). Financial institution consolidation could also result~~changes arising 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.

~~292~~ ~~Santander UK plc~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

~~other information~~

PSD2).

We consider ~~competition~~our competitive position 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.~~profitability, operating results, financial condition and prospects. It may also negatively affect our ~~business~~operating results, financial condition 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 usour operating results, financial condition and prospects

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.~~successful once they are offered to our customers. 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.

Our success is also dependent on our ability to anticipate and leverage new and existing technologies that may have an impact on products and services in the banking industry. Furthermore, the widespread adoption of new technologies, including cryptocurrencies and payment systems, could require substantial expenditures to modify or adapt our existing products and services as we continue to grow our internet and mobile banking capabilities. Technological changes may further intensify and complicate the competitive landscape and influence customer choices.

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.~~impact our operating results, financial condition and prospects.

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.

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.~~our operating results, financial condition and prospects.

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 usour operating results, financial condition and prospects

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~~could 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.~~

our operating results, financial condition and prospects. 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. This risk may be slightly greater following the BoE Base Rate increase to 0.5% in November 2017. Over the last few years both variable and fixed interest rates have been at ~~relatively~~historically 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,~~higher delinquency rates and losses for the Group, which could have a material adverse effect on ~~us.~~our operating results, financial condition and prospects.


252		Santander UK plc


		> Risk factors

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.~~our operating results, financial condition and prospects. 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 operating results, financial condition and prospects.

Our loan portfolio is subject to risk of prepayment, which could have a material adverse effect on usour operating results, financial condition and prospects

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.~~our operating results, financial condition and prospects. As a result we ~~would~~could 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.~~

our operating results, financial condition and prospects.

~~Santander UK plc~~ ~~293~~

~~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 at 31 December ~~2016.~~2017. As a result, we are highly exposed to developments in the residential property market in the UK.

House ~~purchase activity~~price growth has slowed since the UK EU Referendum, most noticeably in ~~central~~ London, although UK house ~~purchase activity~~prices have generally ~~continues~~continued to be supported by certain economic fundamentals including low mortgage rates ~~healthy consumer confidence levels, falling~~(notwithstanding the recent BoE Base Rate increase to 0.5%) and low unemployment ~~and positive real earnings growth.~~rates. Nevertheless, any increase in house prices may be limited ~~should~~given low levels of consumer confidence and negative real earnings ~~growth weaken.~~growth. 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 ana material 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.~~claims and regulatory investigations. 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.~~our operating results, financial condition and prospects.

LOGO


Santander UK plc		253


Annual Report 2017 on Form 20-F \| Other information for US investors

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~~2016 or ~~2016,~~2017, there can be no assurances that we will not have to write down the value attributed to goodwill in the future, which ~~would~~could 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.

~~294~~ ~~Santander UK plc~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

~~other information~~

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. The first instalment was in scheme year 2013/14, and we made a capital contribution in each of 2013, 2014, 2015 and 2016. In the year ending 31 December 2016, our contribution was £34m. For the year ended 31 December ~~2016,~~2017, our contribution decreased, and we charged ~~£34m~~£1m 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~~could 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~~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. The 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~~are likely to 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~~four 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.


254		Santander UK plc


		> Risk factors

Restriction of Tax Deductions for Compensation Payments

The Finance (No.2) Act implemented measures so that ~~have led to, for~~certain compensation expenditure ~~arising on or after 7 July 2015~~incurred by banking companies (including ANTS and the Company) on or after 7 July 2015 is: (i) ~~certain compensation payments (comprising redress and interest payable to customers)~~ no longer ~~being~~ deductible for corporation tax purposes; and (ii) subject to a deemed taxable receipt equivalent to 10% of ~~those~~such compensation ~~payments.~~expenditure.

Corporation Tax Surcharge

With effect from 1 January 2016, banks (as defined in the Corporation Tax Act 2010 and including Santander UK plc, ANTS and ~~Santander UK plc)~~Cater Allen Limited) 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). However, Estonia has since stated that it will not participate.

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~~Recent media reports have increasingly focused on how revenues raised by the EU FTT could constitute an independent revenue stream for the Participating Member States, ~~indicated an intention~~potentially offsetting their contributions to ~~implement~~ the EU and/or providing a new income stream for the EU. This is seen as important in the context of the UK’s financial contributions ceasing in connection with its exit from the EU. As such, the EU FTT ~~by 1 January 2016. However,~~appears likely to remain on the ~~Commission’s proposal remains subject to continued negotiation between~~ECOFIN agenda for the ~~Participating Member States. It is reported that a final decision will be delayed to mid-2017 and we~~foreseeable future.

We are monitoring developments and any likely impact on us.

Changes in our pension liabilities and obligations could have a materially adverse effect on usour operating results, financial condition and prospects

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. The majority of current employees are provided with pension benefits through defined contribution arrangements. Under these arrangements the risk sits with the member rather than the employer and our legal obligation is limited to the cash contributions paid. 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’~~trustees may have the unilateral right to set our relevant ~~contribution payment.~~contribution.

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 the Pensions Regulator determines that they have 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~~issued to any company or individual 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 or individuals for the full amount of ~~debt, resulting in a surplus.~~the debt. 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 or an increased deficit (as appropriate), 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~~scheme 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~~Trustees Limited (the Pension Scheme Trustee), a wholly-owned subsidiary of the Company. At 31 December ~~2016,~~2017, 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~~(CF Trustee) Limited, a private limited company owned by the Santander ~~(CF) Trustee~~(CF Trustee) Limited directors. The Santander (CF Trustee) Limited board comprises five directors, ~~with up to four~~three of whom are appointed by the ~~Company~~Principal Employer (“A” Directors) and ~~up to~~two appointed by the Pension Scheme Trustee (“B” Directors). Santander (CF Trustee) Limited’s articles of association states that there should be at least three Directors appointed by the Principal Employer and at least two appointed by the Pension Scheme Trustee. At any one time, the maximum number of “A” Directors can only be one more than the number of “B” Directors. The ~~Pension Scheme Trustee~~Santander (CF Trustee) Limited 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~~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~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

~~other information~~

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~~(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~~operating results, financial condition and ~~operations’~~prospects’.)

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Santander UK plc		255


Annual Report 2017 on Form 20-F \| Other information for US investors

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. There is also an increasing demand for Santander to hire individuals with data scientist skill sets in the future. Such individuals are very sought after by all organisations, not just the banking industry and thus our ability to attract and hire this talent will determine how quickly we transform to a digital bank. 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,~~operating results, financial condition and ~~results of operations,~~prospects, 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.~~employees. If we fail or are unable to attract and appropriately train, motivate and retain qualified professionals, our ~~business may also~~operating results, financial condition and prospects could be adversely affected.

Damage to our reputation could cause harm to our business prospects

~~Protecting and enhancing our reputation is critical. Without~~Maintaining a positive reputation ~~we will struggle~~is critical to ~~attract~~attracting and ~~retain~~retaining 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, regulatory interventions, 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, suppliers and counterparties. Further, negative publicity regarding us, whether true or not, 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 regulatory 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 operating results, financial condition and prospects.

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 operating 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 2013 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, regulatory and law enforcement investigations, 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 or detect 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.


256		Santander UK plc


		> Risk factors

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.~~operating results. 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~~future accounting ~~and reporting standards,~~developments, 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~~TPPs 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~~TPPs 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~~TPPs and affiliates, and other parties that interact with these parties. As our interconnectivity with these third parties and affiliates increases, including through the use of cloud based services, 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~~operating results, financial condition and ~~financial condition.~~prospects.

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’). In addition, we are utilising a ring-fencing transfer scheme and other agreements with our subsidiaries and affiliates to implement the ring-fencing requirements of the Banking Reform Act (for more information, see the risk factor entitled ‘We are subject to substantial regulation and governmental oversight which could adversely affect our operating results, financial condition and prospects’). The foregoing arrangements may be considered by some not to be on an ~~arm’s-length~~arms-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).~~affiliates. Future conflicts of interests between us and any of our subsidiaries or affiliates, or ~~among~~between 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~~Wales and all the Company’s directors ~~live~~have their principal residence outside the US. There is no assurance that any director of the Company will live in the US at any given time in the future. 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.

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Santander UK plc		257

~~298~~ ~~Santander UK plc~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation~~Annual Report 2017 on Form 20-F | Other information for

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

US investors

~~Association~~

~~other information~~

~~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~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

~~US investors~~

~~Association~~

~~other information~~

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~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation for~~

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

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~~US investors~~

~~Association~~

~~other information~~

Articles of Association

The following is a summary of the Articles of Association (the Articles) of the Company.

Santander UK Group Holdings 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 orand limit the objects of the Company which are therefore ~~unrestricted.~~restricted.

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. Directors are entitled to such remuneration as the directors determine for their services to the Company as directors and for any other service which they undertake for the Company. Directors may delegate to a person or committee the determination of any fee, remuneration or other benefit which may be paid or provided to any Director. No Director is required to retire by reason of his or her age, nor do any special formalities apply to the appointment or re-election of any Director who is over any age limit. No shareholding qualification for Directors is required.

The Company may issue shares with such rights or restrictions as may be determined by ordinary resolution or, if no such resolution has been passed or so far as the resolution does not make specific provision, as the Directors may decide. The Company may by ordinary resolution declare dividends, and the Directors may decide to declare or pay interim dividends. No dividend may be declared or paid unless it is in accordance with shareholders’ respective rights. If dividends are unclaimed for twelve years, the right to the dividend ceases. All dividends or other sums which are payable in respect of shares, and unclaimed after having been declared or become payable, may be invested or otherwise made use of by the Directors for the benefit of the Company until claimed.

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;~~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~~Ordinary shares are ~~payable to the holders~~transferable. Holders of ~~ordinary shares. These~~ ordinary shares are ~~transferable. If dividends are unclaimed for twelve years,~~entitled to receive notice of and to attend any general meeting of the ~~right to the dividend ceases.~~

Company. 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~~special 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~~three-quarters 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~~


258		Santander UK plc

~~Annual Report 2016~~

~~Other information for US investors~~


		> Disclosure pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act

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 annual 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~~2017 were ~~negligible.~~negligible relative to the overall profits of Banco Santander SA.

(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.~~2017. The accounts are in arrears (£1,844.73 in debit combined) and are currently being managed by Santander UK Collections & Recoveries department. ~~Revenues and~~No revenues or profits were generated by Santander UK on these accounts in the year ended December 31, ~~2016 were negligible.~~2017.

~~(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 of~~€~~15.5m, which matured on July 6, 2015. As of December 31, 2016, the Banco Santander group was owed~~€~~0.1m 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~~2017 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.

LOGO


Santander UK plc		259

~~304~~ ~~Santander UK plc~~

~~Risk factors~~

~~Risk elements in~~

~~Taxation~~Annual Report 2017 on Form 20-F | Other information for

~~Articles of~~

~~ITRA~~

~~NYSE~~

~~Glossary~~

~~Contact and~~

~~Form20-F~~

~~the loan portfolio~~

US investors

~~Association~~

~~other information~~

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,~~2017, our Board was comprised of a Chair (who is also a Non-Executive Director), ~~one~~three Executive ~~Director (the CEO)~~Directors and ~~eleven~~nine 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~~three 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,~~2017, 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.~~2017.

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~~the Company’s Board Remuneration Committee is primarily responsible for overseeing and supervising Santander UK’s policies and frameworks covering remuneration and reward. As at 31 December ~~2016,~~2017, the Board Remuneration Committee was made up of ~~six~~four independent Non-Executive Directors according to NYSE corporate governance standards ~~(Scott Wheway~~(Annemarie Durbin (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)~~Scott Wheway).

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 ofRule 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,~~2017, the Board Audit Committee was made up of ~~seven~~four Non-Executive Directors: Chris Jones (Chair), Alain Dromer, ~~Annemarie Durbin,~~ Ed Giera and Genevieve ~~Shore, Manuel Soto and Scott Wheway.~~Shore. All ~~seven~~four members were independent in ~~2016~~2017 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. In 2017, we reviewed the progress made on implementing the recommendations from 2016’s extensive external evaluation of Board effectiveness and carried out an internal assessment of effectiveness.

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~~260		~~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, 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. plc

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other information


~~Term~~		~~Definition~~
~~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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~~Term~~		~~Definition~~
~~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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~~other information~~


~~Term~~		~~Definition~~
~~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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~~Term~~		~~Definition~~
~~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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~~information~~

Contact and other information

Santander Shareholder Relations


Address:	Phone numbers:	Email:
2 Triton Square ~~Regent’s Place~~ ~~London~~ ~~NW1 3AN~~	~~Phone numbers:~~ ~~0871-384-2000~~ 0371-384-2000	santandershareholders@equiniti.com
Regent’s Place	+44 (0) 121-415-7188 (outside the UK)	~~Email:~~ ~~shareholders@santander.com~~
London
NW1 3AN

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~~2017 (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 3327 and 3529 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~~2017 there have been no material contracts entered into outside the ordinary course of ~~business, except for the contracts described below.~~business.

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 3630 to the Consolidated Financial Statements.

Major shareholders

At 31 December ~~2013,~~2017, the Company was a subsidiary of Banco Santander SA and Santusa Holding SL. On 12 November 2004 Banco Santander SA acquired the then entire issued ordinary share capital of 1,485,893,636 ordinary shares of £1 each. On 21 October 2008 a further 10 billion ordinary shares of £1 each were issued to Banco Santander SA and an additional 12,631,375,230 ordinary shares of £1 each were issued to Banco Santander SA on 9 January on 2009. On 3 August 2010, 6,934,500,000 ordinary shares of £1 each were issued to 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 31,051,768,866 of £1 each, being 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. Santander UK Group Holdings Ltd became the legal owner of the entire issued ordinary share capital of the Company on 1 April 2014 and on 25 March 2015 became a public limited company and changed its name from Santander UK Group Holdings Ltd to Santander UK Group Holdings plc.

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.~~below.

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Santander UK plc		261

~~Santander UK plc~~ ~~311~~��

~~Annual Report 2016~~

~~Other information for US investors~~


Annual Report 2017 on Form 20-F \| Other information for US investors

~~Cross-reference~~Additional balance sheet analysis

RECONCILIATION TO CLASSIFICATIONS IN THE CONSOLIDATED BALANCE SHEET

In this section, we summarise our assets and liabilities by their nature, rather than by how we classify them in the Consolidated Balance Sheet. These two presentations can be reconciled as follows, including cross references to ~~Form 20-F~~the Notes to the Consolidated Financial Statements:

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


2017	Note		Securities £m		Loans and advances to banks £m		Loans and advances to customers £m		Derivatives £m		Other £m		Balance sheet total £m
Assets
Cash and balances at central banks				–		–		–		–		32,771		32,771
Trading assets		11		14,818		6,897		8,840		–		–		30,555
Derivative financial instruments		12		–		–		–		19,942		–		19,942
Financial assets designated at fair value		13		547		–		1,549		–		–		2,096
Loans and advances to banks		14		–		5,927		–		–		–		5,927
Loans and advances to customers		15		–		–		199,490		–		–		199,490
Financial investments		18		15,431		–		2,180		–		–		17,611
Interests in other entities		19		–		–		–		–		73		73
Property, plant and equipment				–		–		–		–		1,598		1,598
Retirement benefit assets		28		–		–		–		–		449		449
Tax, intangibles and other assets				–		–		–		–		4,253		4,253
				30,796		12,824		212,059		19,942		39,144		314,765

					Deposits by banks £m		Deposits by customers £m		Derivatives £m		Other £m		Balance sheet total £m
Liabilities
Deposits by banks		21				13,784		–		–		–		13,784
Deposits by customers		22				–		183,648		–		–		183,648
Trading liabilities		23				1,885		25,530		–		3,694		31,109
Derivative financial instruments		12				–		–		17,613		–		17,613
Financial liabilities designated at fair value		24				–		680		–		1,635		2,315
Debt securities in issue		25				–		–		–		42,633		42,633
Subordinated liabilities		26				–		–		–		3,793		3,793
Retirement benefit obligations		28				–		–		–		286		286
Tax, other liabilities and provisions						–		–		–		3,379		3,379
						15,669		209,858		17,613		55,420		298,560

2016	Note		Securities £m		Loans and advances to banks £m		Loans and advances to customers £m		Derivatives £m		Other⁽¹⁾£m		Balance sheet total £m
Assets
Cash and balances at central banks				–		–		–		–		17,107		17,107
Trading assets		11		12,234		7,478		10,323		–		–		30,035
Derivative financial instruments		12		–		–		–		25,471		–		25,471
Financial assets designated at fair value		13		409		–		1,731		–		–		2,140
Loans and advances to banks		14		–		4,348		–		–		–		4,348
Loans and advances to customers		15		–		–		199,738		–		–		199,738
Financial investments		18		17,209		2		255		–		–		17,466
Interests in other entities		19		–		–		–		–		61		61
Property, plant and equipment				–		–		–		–		1,491		1,491
Retirement benefit assets		28		–		–		–		–		398		398
Tax, intangibles and other assets				–		–		–		–		4,256		4,256
				29,852		11,828		212,047		25,471		23,313		302,511

					Deposits by banks £m		Deposits by customers £m		Derivatives £m		Other £m		Balance sheet total £m
Liabilities
Deposits by banks		21				9,769		–		–		–		9,769
Deposits by customers		22				–		177,172		–		–		177,172
Trading liabilities		23				4,200		8,559		–		2,801		15,560
Derivative financial instruments		12				–		–		23,103		–		23,103
Financial liabilities designated at fair value		24				–		526		–		1,914		2,440
Debt securities in issue		25				–		–		–		50,346		50,346
Subordinated liabilities		26				–		–		–		4,303		4,303
Retirement benefit obligations		28				–		–		–		262		262
Tax, other liabilities and provisions						–		–		–		4,103		4,103
						13,969		186,257		23,103		63,729		287,058

*(1)

~~Not required for an Annual Report.~~

Adjusted to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1 to the Consolidated Financial Statements.


262		Santander UK plc


		> Additional balance sheet analysis

SECURITIES

Securities are a small proportion of our total assets. We hold securities mainly in our trading portfolio or within financial investments, classified as either available-for-sale or held-to-maturity.

~~312~~ Analysis by type of issuer~~Santander UK plc~~

~~SIGNATURE~~

The ~~registrant hereby certifies that it meets all~~following table sets out our securities at 31 December 2017, 2016 and 2015. We hold these securities for trading and liquidity purposes. For more information, see ‘Country risk exposures’ in the ~~requirements~~‘Credit risk’ section of the Risk review.


	2017 £m		2016 £m		2015 £m
UK Government		9,449		10,014		3,512
US Treasury and other US Government agencies and corporations		1,155		1,268		311
Other OECD governments		4,091		4,504		4,051
Bank and Building Society:
– Bonds		4,395		5,051		4,271
Other issuers:
– Fixed and floating rate notes – Government guaranteed		426		898		968
– Fixed and floating rate notes – Other		–		–		–
– Mortgage-backed securities		107		133		209
– Other asset-backed securities		38		36		62
– Other securities		1,392		1,850		1,468
Ordinary shares and similar securities		9,743		6,098		7,235
		30,796		29,852		22,087

Ordinary shares and similar securities mainly comprise of equity securities listed in the UK and other countries held for ~~filing on Form20-F~~ ~~and that it has duly caused and authorized~~trading purposes. See Note 11 to the ~~undersigned to sign this annual report on its behalf.~~

~~SANTANDER UK plc~~Consolidated Financial Statements.

~~By:~~

Debt securities

~~/s/ Nathan Bostock~~

Description

UK Government

Treasury Bills and UK Government guaranteed issues by other UK banks.

US Treasury and other US Government agencies and corporations

US Treasury Bills, including cash management bills.

Other OECD governments

Issues by OECD governments, other than the US and UK governments.

Bank and Building Society

Bonds are fixed securities with short to medium-term maturities issued by banks and building societies.

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.

Mortgage-backed securities

Mainly comprises UK residential mortgage-backed securities. These securities are of good quality and contain no sub-prime element.

Other asset-backed securities

Mainly comprises floating-rate asset-backed securities.

Other securities

Mainly comprises reversionary UK property securities.

Contractual maturities

Debt securities can be analysed by contractual maturity and the related weighted average yield for the year as follows:


	One year or less £m		After one year through five years £m		After five years through ten years £m		After ten years £m		Total £m
Issued by public bodies:
– UK Government		583		1,380		6,874		612		9,449
– Other governments		4,781		368		–		97		5,246
Banks, Building Societies and Other issuers		2,902		1,923		637		896		6,358
		8,266		3,671		7,511		1,605		21,053
Weighted average yield		1.02%		2.00%		1.85%		1.19%		1.58%
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 2017 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		Financial investments £m		Total £m
UK Government and UK Government guaranteed						1,068		8,381		9,449
Japanese Government						3,036		–		3,036

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Annual Report 2017 on Form 20-F \| Other information for US investors

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


	2017		2016		2015		2014		2013
	£m		£m		£m		£m		£m
Loans and advances to banks		12,824		11,828		8,982		8,002		11,919

Geographical analysis is no longer provided following the reduction in our non-UK activities.

Maturity analysis

The following table shows loans and advances to banks by maturity at 31 December 2017.


	On demand		Not later than three months		Later than three months and not later than one year		Later than one year and not later than five years		Later than five years and not later than ten years		Later than ten years		Total
	£m		£m		£m		£m		£m		£m		£m
Fixed interest rate		4,396		3		1,133		–		–		–		5,532
Variable interest rate		3,388		742		324		2,074		–		226		6,754
Non-interest-bearing		538		–		–		–		–		–		538
		8,322		745		1,457		2,074		–		226		12,824

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


	2017			2016			2015			2014			2013
	£m			£m			£m			£m			£m
Loans secured on residential properties		155,355			154,727			153,261			150,440			149,022
Corporate loans		32,555			33,709			33,801			32,262			29,799
Finance leases		6,710			6,730			6,306			2,639			3,158
Secured advances		–			10			13			15			–
Other unsecured loans		7,334			8,533			7,951			7,043			5,763
Purchase and resale agreements		7,736			7,955			4,352			2,200			4,210
Loans and receivables securities		2,180			255			51			109			855
Amounts due from fellow subsidiaries and joint ventures		1,207			1,117			1,369			797			813
Loans and advances to customers		213,077			213,036			207,104			195,505			193,620
Impairment loss allowances		(940	)		(921	)		(1,108	)		(1,415	)		(1,538	)
Residual value and voluntary termination provisions		(78	)		(68	)		(49	)		(24	)		(17	)
Net loans and advances to customers		212,059			212,047			205,947			194,066			192,065

No single concentration of loans and advances above, except for loans 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.

Geographical analysis is no longer provided following the reduction in our non-UK activities.


264		Santander UK plc


		~~Nathan Bostock~~> Additional balance sheet analysis

Maturity analysis

The following table shows loans and advances to customers by maturity at 31 December 2017. 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		Not later than three months		Later than three months and not later than one year		Later than one year and not later than five years		Later than five years and not later than ten years		Later than ten years		Total
	£m		£m		£m		£m		£m		£m		£m
Loans secured on residential properties		3		687		766		6,581		18,650		128,668		155,355
Corporate loans		1,299		1,778		1,940		15,853		4,297		7,388		32,555
Finance leases		–		1,269		2,187		3,090		92		72		6,710
Other unsecured loans		1,140		2,577		485		2,553		391		188		7,334
Purchase and resale agreements		–		3,638		4,098		–		–		–		7,736
Loans and receivables securities		–		–		–		–		288		1,892		2,180
Amounts due from fellow subsidiaries and joint ventures		8		274		420		505		–		–		1,207
Loans and advances to customers		2,450		10,223		9,896		28,582		23,718		138,208		213,077
Of which:
– Fixed interest rate		110		5,191		6,702		9,069		9,419		94,066		124,557
– Variable interest rate		2,340		5,032		3,194		19,513		14,299		44,142		88,520
Total		2,450		10,223		9,896		28,582		23,718		138,208		213,077
Of which:
– Interest-only loans secured on residential properties		–		220		344		4,266		9,307		34,943		49,080

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.

RISK ELEMENTS IN THE LOAN PORTFOLIO

– 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

In accordance with IFRS, we recognise 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 £9m (2016: £11m, 2015: £15m).

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 NPLs are set out below and in the ‘Credit risk – Santander UK group level – credit risk review’ section of the Risk review.


	2017		2016		2015		2014		2013
	£m		£m		£m		£m		£m
Loans and advances to customers⁽¹⁾ of which:		200,325		200,156		198,634		190,651		187,048
NPLs		2,848		2,994		3,056		3,424		3,823
Total impairment loan loss allowances		940		921⁽⁴⁾		1,108⁽⁴⁾		1,415⁽⁴⁾		1,538⁽⁴⁾

	%		%		%		%		%
NPL ratio⁽²⁾		1.42		1.50		1.54		1.80		2.04
Coverage ratio⁽³⁾		33		31⁽⁴⁾		36⁽⁴⁾		41⁽⁴⁾		40⁽⁴⁾

(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.

(4)

In the first half of 2017, we reclassified our provisions for residual value and voluntary termination from the consumer (auto) finance impairment loss allowance. To facilitate comparison with the current period, the impairment loss allowances and NPL coverage ratios in the comparative periods were amended.

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Annual Report 2017 on Form 20-F \| Other information for US investors

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

Potential problem loans and advances

Cross border outstandings

For more on our country risk exposures, see ‘Country risk exposures’ in the ‘Credit risk’ section of the Risk review.

(i) Cross border outstandings exceeding 1% of total assets

At 31 December 2017, 2016 and 2015 cross border outstandings exceeding 1% of total assets were as follows:


2017	Governments and official institutions £bn		Banks and other financial institutions £bn		Other £bn	Total £bn
US		6.4		10.5	0.1	17.0
Japan		3.0		2.8	0.8	6.6
Spain		–		4.8	0.1	4.9
France		0.3		2.2	2.2	4.7

2016
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


266		Santander UK plc


		~~Chief Executive Officer~~ > Additional balance sheet analysis

~~Dated:~~

(ii) Cross border outstandings between 0.75% and 1% of total assets

At 31 December 2017, 2016 and 2015, cross border outstandings between 0.75% and 1% of total assets were as follows:


	Governments and official institutions		Banks and other financial institutions		Other		Total
2017	£bn		£bn		£bn		£bn
Germany		–		2.8		0.1		2.9

2016
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

(iii) Cross border outstandings between 0.5% and 0.75% of total assets

At 31 December 2017, 2016 and 2015, cross border outstandings between 0.5% and 0.75% of total assets were as follows:


2017	Governments and official institutions £bn		Banks and other financial institutions £bn		Other £bn		Total £bn
Ireland		–		1.3		0.8		2.1
Netherlands		–		0.6		1.2		1.8
Luxembourg		–		1.3		0.4		1.7
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

Impairment loss allowances on loans and advances to customers

An analysis of impairment loss allowances on loans and advances to customers is presented below.


	2017		2016		2015		2014		2013
	£m		£m		£m		£m		£m
Observed impairment loss allowances:
– Loans secured on residential properties		105		130		159		248		303
– Corporate loans		433		287		282		412		482
– Finance leases		12		13		12		7		8
– Other unsecured advances		59		73		78		85		80
Total observed impairment loss allowances		609		503		531		752		873
Incurred but not yet observed impairment loss allowances:
– Loans secured on residential properties		120		149		265		331		290
– Corporate loans		57		95		113		146		151
– Finance leases		34		32⁽¹⁾		8⁽¹⁾		23⁽¹⁾		19⁽¹⁾
– Other unsecured advances		120		142		191		163		205
Total incurred but not yet observed impairment loss allowances		331		418		577		663		665
Total impairment loss allowances		940		921		1,108		1,415		1,538

(1)

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Annual Report 2017 on Form 20-F \| Other information for US investors

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.


	2017			2016⁽¹⁾			2015⁽¹⁾			2014⁽¹⁾			2013⁽¹⁾
	£m			£m			£m			£m			£m
Impairment loss allowances at 1 January		921			1,108			1,415			1,538		1,785
Amounts written off:
– Loans secured on residential properties		(17	)		(29	)		(32	)		(56	)	(89)
– Corporate loans		(64	)		(72	)		(157	)		(150	)	(382)
– Finance leases		(19	)		(22	)		(30	)		(14	)	(10)
– Other unsecured advances		(138	)		(196	)		(244	)		(272	)	(342)
Total amounts written off		(238	)		(319	)		(463	)		(492	)	(823)
Observed impairment losses charged against profit:
– Loans secured on residential properties		(8	)		–			(57	)		1		93
– Corporate loans		210			77			24			80		130
– Finance leases		20			12			12			6		12
– Other unsecured advances		123			174			248			277		316
Total observed impairment losses charged against profit		345			263			227			364		551
Incurred but not yet observed impairment losses charged against/(released into) profit		(88	)		(131	)		(71	)		5		25
Total impairment losses charged against profit		257			132			156			369		576
Impairment loss allowances at 31 December		940			921			1,108			1,415		1,538

	%			%			%			%			%
Ratio of amounts written off to average loans during the year		0.12			0.15			0.22			0.26		0.43
(1) In the first half of 2017, we reclassified our provisions for residual value and voluntary termination from the consumer (auto) finance impairment loss allowance. To facilitate comparison with the current period, the impairment loss allowances in the comparative periods were amended. Recoveries, net of collection costs An analysis of recoveries, net of collection costs is presented below.
	2017			2016			2015			2014			2013
	£m			£m			£m			£m			£m
Loans secured on residential properties		3			4			2			3		4
Corporate loans		1			3			3			4		8
Finance leases		6			2			2			2		2
Other unsecured advances		44			56			83			102		87
Total amount recovered		54			65			90			111		101
DEPOSITS BY BANKS The balances below include deposits by banks classified in the balance sheet as trading liabilities.
							2017			2016			2015
							£m			£m			£m
Average balance⁽¹⁾								15,708			12,634		8,680
Average interest rate⁽¹⁾								0.46%			0.62%		0.99%

(1)

Calculated using monthly data.

At 31 December 2017, deposits by foreign banks were £2,159m (2016: £1,995m, 2015: £6,629m).

DEPOSITS BY CUSTOMERS

The balances below include deposits by customers classified in the balance sheet as trading liabilities. The following tables show the average balances of deposits by customer type.


	2017		2016		2015
	£m		£m		£m
Demand deposits		150,389		131,521		118,464
Time deposits		22,720		29,287		33,459
Other deposits		28,771		22,791		8,747
Average balance⁽¹⁾		201,880		183,599		160,670
Average interest rate⁽¹⁾		0.72%		1.03%		1.24%

(1)

Calculated using monthly data.

We obtain retail demand and time deposits either through our branch network, cahoot or 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.


268		Santander UK plc


		> Additional balance sheet analysis


Deposits		Description
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.

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. Short-term borrowings are amounts payable for short-term obligations that are US Federal funds purchased and securities sold under repurchase agreements, commercial paper, borrowings from banks, borrowing 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 2017, 2016 and 2015.


	2017		2016		2015
	£m		£m		£m
Securities sold under repurchase agreements
– Year-end balance		26,334		10,104		10,567
– Year-end interest rate		0.52%		0.11%		0.23%
– Average balance⁽¹⁾		23,281		16,109		15,833
– Average interest rate⁽¹⁾		0.42%		0.44%		0.39%
– Maximum balance⁽¹⁾		28,793		23,385		23,677
Commercial paper
– Year-end balance		3,293		3,132		2,744
– Year-end interest rate		0.80%		0.88%		0.41%
– Average balance⁽¹⁾		3,592		3,220		3,772
– Average interest rate⁽¹⁾		0.76%		0.74%		0.30%
– Maximum balance⁽¹⁾		4,180		3,858		5,066
Borrowings from banks (Deposits by banks)⁽²⁾
– Year-end balance		3,968		2,619		3,711
– Year-end interest rate		0.34%		0.09%		0.07%
– Average balance⁽¹⁾		3,278		3,350		3,004
– Average interest rate⁽¹⁾		0.23%		0.10%		0.05%
– Maximum balance⁽¹⁾		4,222		4,861		3,905
Negotiable certificates of deposit
– Year-end balance		4,706		5,217		4,468
– Year-end interest rate		0.69%		0.31%		0.43%
– Average balance⁽¹⁾		4,710		3,970		4,468
– Average interest rate⁽¹⁾		0.66%		0.36%		0.41%
– Maximum balance⁽¹⁾		5,335		5,614		5,666
Other debt securities in issue
– Year-end balance		7,536		7,904		5,238
– Year-end interest rate		1.42%		1.57%		2.60%
– Average balance⁽¹⁾		9,124		7,806		4,133
– Average interest rate⁽¹⁾		1.65%		1.76%		2.60%
– Maximum balance⁽¹⁾		10,761		8,267		5,238

(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 £303m (2016: £308m, 2015: £326m).

Abbey National Treasury Services plc and its US Branch issue commercial paper. Abbey National Treasury Services plc issues euro commercial paper with a minimum issuance amount of€100,000 with a maximum maturity of 364 days. Abbey National Treasury Services plc, US Branch issues US$ commercial paper with a minimum denomination of US$250,000, with a maximum maturity of 270 days. As part of our ring-fencing plans, during 2017 Santander UK plc established separate commercial paper and certificate of deposit programmes, with similar terms to the existing Abbey National Treasury Services plc programmes. For more information on our ring-fencing plans, see Note 39 to the Consolidated Financial Statements.

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 2017. 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 2017. 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.


	3 months or less £m		Over 3 through 6 months £m		Over 6 through 12 months £m		Over 12 months £m		Total £m
Certificates of deposit		2,552		1,955		199		–		4,706
Wholesale time deposits		1,239		296		231		–		1,766
		3,791		2,251		430		–		6,472

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Santander UK plc		269


Annual Report 2017 on Form 20-F \| Other information for US investors

CONTRACTUAL OBLIGATIONS

For the amounts and maturities of contractual obligations in respect of guarantees, see Notes 29 and 37 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
	Less than 1 year £m		1 – 3 years £m		3 – 5 years £m		More than 5 years £m		Total £m
Deposits by banks⁽¹⁾⁽²⁾		30,302		4,754		4,027		205		39,288
Deposits by customers – repos⁽¹⁾		–		–		502		–		502
Deposits by customers – other⁽²⁾		172,882		2,765		3,659		4,520		183,826
Derivative financial instruments		1,872		1,792		1,061		12,888		17,613
Debt securities in issue⁽³⁾		13,305		16,030		6,680		8,253		44,268
Subordinated liabilities		53		–		–		3,740		3,793
Retirement benefit obligations		252		523		603		10,205		11,583
Operating lease obligations		73		130		30		70		303
Purchase obligations		273		–		–		–		273
		219,012		25,994		16,562		39,881		301,449

(1)	Securities sold under repurchase agreements.

(2)	Includes deposits by banks and deposits by customers classified in the balance sheet as trading 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 21 and 22 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 29 to the Consolidated Financial Statements for more information on our guarantees, commitments and contingencies. See Note 19 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 16 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 and/or the ability to manage capital efficiently.


270		Santander UK plc


		> Additional balance sheet analysis

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. 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.


	2017/2016									2016/2015
				Changes due to									Changes due to
	Total			increase/(decrease) in						Total			increase/(decrease) in
	change			Volume			Rate			change			Volume			Rate
	£m			£m			£m			£m			£m			£m
Interest income
Loans and advances to banks		57			38			19			12			4			8
Loans and advances to customers		(704	)		(21	)		(683	)		(293	)		153			(446	)
Other interest-earning financial assets		85			50			35			53			34			19
Total interest income		(562	)		67			(629	)		(228	)		191			(419	)
Interest expense
Deposits by banks		(10	)		29			(39	)		(7	)		–			(7	)
Deposits by customers – demand		(420	)		198			(618	)		42			159			(117	)
Deposits by customers – time		(192	)		(87	)		(105	)		(144	)		(67	)		(77	)
Deposits by customers – other		51			(31	)		82			14			71			(57	)
Subordinated debt		(9	)		(15	)		6			5			10			(5	)
Debt securities in issue		(181	)		(104	)		(77	)		(155	)		2			(157	)
Other interest-bearing financial liabilities		(22	)		(6	)		(16	)		10			4			6
Total interest expense		(783	)		(16	)		(767	)		(235	)		179			(414	)
Net interest income		221			83			138			7			12			(5	)

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Santander UK plc		271


Annual Report 2017 on Form 20-F \| Other information for US investors

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. Geographical analysis is no longer provided following the reduction in our non-UK activities.


	2017								2016								2015
	Average balance⁽¹⁾ £m			Interest^(2,3) £m			Average rate %		Average balance⁽¹⁾⁽⁶⁾£m			Interest^(2,3)£m			Average rate %		Average balance⁽¹⁾⁽⁶⁾£m			Interest^(2,3)£m			Average rate %
Assets
Loans and advances to banks		37,041			184			0.50		28,509			127			0.45		27,291			115			0.42
Loans and advances to customers⁽⁴⁾		200,416			5,494			2.74		201,108			6,198			3.08		196,327			6,491			3.30
Debt securities		17,281			227			1.31		12,792			142			1.11		9,300			89			0.96
Total average interest-earning assets, interest income⁽⁵⁾		254,738			5,905			2.32		242,409			6,467			2.67		232,918			6,695			2.87
Impairment loss allowances and RV & VT provisions		(903	)		–			–		(1,095	)		–			–		(1,315	)		–			–
Trading assets		25,149			–			–		21,798			–			–		19,756			–			–
Financial assets designated at fair value		2,158			–			–		2,439			–			–		2,737			–			–
Derivatives and other non-interest-earning assets		32,519			–			–		36,697			–			–		31,647			–			–
Total average assets		313,661			–			–		302,248			–			–		285,743			–			–
Liabilities
Deposits by banks		(11,526	)		(46	)		0.40		(7,555	)		(56	)		0.74		(7,261	)		(63	)		0.87
Deposits by customers – demand		(150,389	)		(961	)		0.64		(131,521	)		(1,381	)		1.05		(118,464	)		(1,339	)		1.13
Deposits by customers – time		(22,720	)		(194	)		0.85		(29,287	)		(386	)		1.32		(33,459	)		(530	)		1.58
Deposits by customers – other		(7,629	)		(175	)		2.29		(10,213	)		(124	)		1.21		(6,795	)		(110	)		1.62
Debt securities		(44,076	)		(590	)		1.34		(50,985	)		(771	)		1.51		(50,958	)		(926	)		1.82
Subordinated liabilities		(3,729	)		(134	)		3.59		(4,163	)		(143	)		3.44		(3,871	)		(138	)		3.56
Other interest-bearing liabilities		(250	)		(2	)		0.80		(340	)		(24	)		7.06		(269	)		(14	)		5.20
Total average interest-bearing liabilities, interest expense⁽⁵⁾		(240,319	)		(2,102	)		0.87		(234,064	)		(2,885	)		1.23		(221,077	)		(3,120	)		1.41
Trading liabilities		(28,160	)		–			–		(19,068	)		–			–		(18,873	)		–			–
Financial liabilities designated at fair value		(2,592	)		–			–		(2,467	)		–			–		(2,391	)		–			–
Derivatives and other non-interest-bearing liabilities		(25,449	)		–			–		(31,068	)		–			–		(28,876	)		–			–
Equity		(17,141	)		–			–		(15,581	)		–			–		(14,526	)		–			–
Total average liabilities and equity		(313,661	)		–			–		(302,248	)		–			–		(285,743	)		–			–

(1)	Average balances are based on monthly data.

(2)	The net interest margin for the year ended 31 December 2017 was 1.49% (2016: 1.48%, 2015: 1.53%). Net interest margin is calculated as net interest income divided by average interest earning assets.

(3)	The interest spread for the year ended 31 December 2017 was 1.45% (2016: 1.44%, 2015: 1.46%). 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.

(4)	Loans and advances to customers include non-performing loans. See the ‘Credit risk’ section of the Risk review.

(5)	The ratio of average interest-earning assets to interest-bearing liabilities at 31 December 2017 was 106.00% (2016: 103.57%, 2015: 105.36%).

(6)	Adjusted to reflect the change in accounting policy relating to business combinations between entities under common control, as described in Note 1 to the Consolidated Financial Statements.


272		Santander UK plc


		> Taxation for US investors

Taxation for US investors

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,

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.

Exchange rates

The following table sets 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 2 March 2018 was US$1.3769.


	High		Low		Average		Period-end
Calendar period	US$ Rate		US$ Rate		US$ Rate⁽¹⁾		US$ Rate
Years ended 31 December:
– 2017		1.36		1.21		1.30		1.35
– 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
Months ended:
– March 2018⁽²⁾		1.38		1.38		1.38		1.38
– February 2018		1.42		1.38		1.40		1.38
– January 2018		1.43		1.35		1.38		1.42
– December 2017		1.35		1.33		1.34		1.35
– November 2017		1.35		1.31		1.32		1.35
– October 2017		1.33		1.31		1.32		1.33
– September 2017		1.36		1.30		1.33		1.34

(1)	The average of the noon buying rates on the last business day of each month during the relevant period.

(2)	For March 2018, for the period from 1 March to 2 March.

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Santander UK plc		273


Annual Report 2017 on Form 20-F \| Other information for US investors

~~EXHIBIT INDEX~~Glossary of financial services industry terms

Term

Definition

1I2I3 World

1I2I3 World is the marketing name to describe customers that hold a 1I2I3 Current Account, 1I2I3 Lite Current Account, Select Current Account, Private Current Account, 1I2I3 Student/Graduate/Post-Graduate Current Account, 1I2I3 Mini Current Account or 1I2I3 Credit Card. Customers in 1I2I3 World have access to a range of products with preferential rates and/or special deals such as cashback.

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 NIM

Banking net interest margin. Net interest income divided by average customer assets.

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, managed under Retail Banking, serving enterprises with a turnover of up to £6.5m per annum.

Colleague engagement

Colleague engagement is measured on an 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.

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 enterprises served by our Business Banking, Commercial Banking and Global Corporate Banking divisions.

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.

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


274		Santander UK plc


		> Glossary of financial services industry terms


Term		Definition
		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).

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.

Follow-on Rate (FoR)		A mortgage product that tracks and is directly linked to the Bank of England base rate.

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.

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.

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 who hold an additional product.

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Santander UK plc		275


Annual Report 2017 on Form 20-F \| Other information for US investors


Term		Definition

Loyal SME and corporate customers		Santander Business Banking customers, managed under Retail Banking, who have three month average Credit Turnover of at least £1,000 across their Banking accounts. Corporate customers, who have at least three products and, for those 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.

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%.

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 the Annual Report.

NPL ratio		NPLs as a percentage of loans and advances to customers.

Other retail products		Other Retail products include Cater Allen, cahoot and crown dependencies (Jersey branch and Isle of Man).

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.

Primary banking customers		Adult Banking Customers who have a three month average credit turnover of at least £500 and set up a minimum of two Direct Debits (one paid out in the last three months) or at least one Standing Order (paid out in the last three months). Student Banking Customers who have a twelve month average credit turnover of at least £500 and as a minimum three active Debit Card transactions in the last month.

Prime/prime mortgage loans		A US description for mortgages granted to the most creditworthy category of borrowers.

Private customers		Customers who have investments or savings of over £500,000 or a gross annual income in excess of £250,000.

Private equity investments		Equity holdings in operating companies not quoted on a public exchange.

UK 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.

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.

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 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 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


276		Santander UK plc


		> Glossary of financial services industry terms


Term		Definition

		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.

Select customers		Customers who have a Select Current Account and pay their main income of at least £5,000 per month into their Select Current Account or keep £75,000 in any Santander investment(s), savings or current account.

Sovereign exposures		Exposures to local and central governments, and government guaranteed counterparties.

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 wholesale funding		Comprises the sum of all outstanding debt securities, structured issuance (including firm financing repurchase agreements), subordinated debt and capital issuance, TFS and noncustomer 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.

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.

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Santander UK plc		277


Annual Report 2017 on Form 20-F \| Other information for US investors

Cross-reference to Form 20-F


Form 20-F Item Number and Caption			Page
PART I
1	Identity of Directors, Senior Management and Advisers		*
2	Offer Statistics and Expected Timetable		*
3	Key Information	Selected financial data	228
		Capitalisation and indebtedness	*
		Reasons for the offer and use of proceeds	*
		Risk factors	235
4	Information on the Company	History and development of the company	51, 183
		Business overview	6, 9, 10, 11, 12, 13, 14, 15
		Organisational structure	25, 51, 63, 113
		Property, plant and equipment	Not applicable
4A	Unresolved Staff Comments		Not applicable
5	Operating and Financial Review and Prospects	Operating results	6, 144
		Liquidity and capital resources	108, 119
		Research and development, patents and licenses, etc.	Not applicable
		Trend information	6, 9, 10, 11, 12, 13, 14
		Off-balance sheet arrangements	270
		Tabular disclosure of contractual obligations	270
		Safe harbor	Not applicable
6	Directors, Senior Management and Employees	Directors and senior management	19
		Compensation	43
		Board practices	24
		Employees	52, 168
		Share ownership	202
7	Major Shareholders and Related Party Transactions	Major shareholders	261
		Related party transactions	206
		Interests of experts and counsel	*
8	Financial Information	Consolidated Statements and Other Financial Information	144, 145, 146, 147
		Significant Changes	226a
9	The Offer and Listing	Offer and listing details	*
		Plan of distribution	*
		Markets	Not applicable
		Selling shareholders	*
		Dilution	*
		Expenses of the issue	*
10	Additional Information	Share capital	*
		Memorandum and articles of association	258
		Material contracts	261
		Exchange controls	261
		Taxation	273
		Dividends and paying agents	*
		Statements by experts	*
		Documents on display	261
		Subsidiary Information	Not applicable
11	Quantitative and Qualitative Disclosures about Market Risk		100
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		Not applicable
14	Material Modifications to the Rights of Security Holders and Use of Proceeds		Not applicable
15	Controls and Procedures		53
16A	Audit Committee financial expert		37
16B	Code of Ethics		52
16C	Principal Accountant Fees and Services		169
16D	Exemptions from the Listing Standards for Audit Committees		Not applicable
16E	Purchases of Equity Securities by the Issuer and Affiliated Purchasers		Not applicable
16F	Change in Registrant’s Certifying Accountant		40, 55
16G	Corporate Governance		260
16H	Mine Safety Disclosure		Not applicable
PART III
17	Financial Statements		Not applicable
18	Financial Statements		6
19	Exhibits		Filed with SEC

* Not required for an Annual Report.


278		Santander UK plc

EXHIBIT INDEX


Exhibits^Exhibits1¹

1.1		Articles of Association of Santander UK plc (incorporated by reference to Santander UK plc’sForm6-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’sForm20-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’sForm20-F furnished with the Securities and Exchange Commission on 4 March 2016)

7.1		~~Statement~~Computation of ~~ratio~~Ratio of ~~earnings~~Earnings to ~~fixed charges~~Fixed Charges^2²

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~~230 to ~~271~~232 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 PricewaterhouseCoopers LLP^2²

15.2		Consent of Deloitte LLP^2²

101.INS*		XBRL Instance Document

101.SCH*		XBRL Taxonomy Extension Schema Document

101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB*		XBRL Taxonomy Extension Label Linkbase Document

101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

¹
¹ Documents concerning Santander UK plc referred to within the Annual Report on Form20-F for the year ended 31 December 2017 may be inspected at 2 Triton Square, Regent’s Place, London NW1 3AN, the principal executive offices and registered address of Santander UK plc.
² Incorporated by reference into Registration Statement Nos.333-10232,333-11320,333-190509 and333-213861 on FormF-3.

As permitted by Rule 405(a)(2)(ii) of Regulation S-T, the registrant’s XBRL (eXtensible Business Reporting Language) information will be furnished in an amendment to this Form 20-F that will be filed no more than 30 days after the date hereof. In accordance with Rule 402 of Regulation S-T, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

The registrant hereby certifies that it meets all the requirements for filing on Form20-F ~~2015 may be inspected at 2 Triton Square, Regent’s Place, London NW1 3AN,~~and that it has duly caused and authorized the ~~principal executive offices and registered address of Santander UK plc.~~undersigned to sign this annual report on its behalf.

²~~Incorporated by reference into Registration Statement Nos.333-10232,333-11320,333-190509~~ ~~and333-213861~~ ~~on FormF-3.~~


SANTANDER UK plc

By:		/s/ Nathan Bostock
		Nathan Bostock
		Chief Executive Officer

Dated: 7 March, 2018


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 *		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
2.125% Notes due November 3, 2020, issued by Santander UK plc		New York Stock Exchange
Floating Rate Notes due November 3, 2020, issued by Santander UK plc		New York Stock Exchange
2.500% Notes due January 5, 2021, issued by Santander UK plc		New York Stock Exchange
4.000% Notes due March 13, 2024, issued by Abbey National Treasury Services plc *		New York Stock Exchange


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 £1000 each		13,780


Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒		Emerging growth company ☐


Contents
		~~Income statement~~	~~Balance sheet~~	~~Cash~~

Income statement review	6
Summarised Consolidated Income Statement	6
Profit before tax by segment	8
– Retail Banking	9
– Commercial Banking	11
– Global Corporate Banking	13
– Corporate Centre	14
Balance sheet review	15
Cash flows	16
Business development highlights	17


Theme		Actions taken by the Board and outcomes

Business and customer		– Reviewed, challenged and remained apprised in respect of various items, including strategic business opportunities; developments with customer experience and complaints; and the performance and strategy of the Retail Banking, Commercial Banking and Global Corporate Banking divisions. The Board also reviewed, challenged and approved the 3-year business plan (2018-2020) and the Budget for 2018, including associated risk assessments and UK-relevant material presented at the Banco Santander Investor Day. The Board received an update on the competitor environment.

Strategy		– The Board held its annual Strategy Day offsite in June 2017. Discussions included 2018 targets, banking trends and competitors, digital innovation and transformation, M&A market opportunities, the three year business plan and the evolution of the Retail & Business Banking model.

Regulation, Balance Sheet and capital		– Reviewed, challenged and approved the ICAAP, RFB ICAAP, ILAAP and Santander UK’s Recovery and Resolution Plan; adequacy and effectiveness of stress-testing and capital management; tax strategy statement; structured notes and short-term funding programmes; Ring-Fencing Programme; Dividends and AT1 Payments. The Board also reviewed the asset and liability management activities and was appraised of regulatory developments. The Board received an update on pensions.

Risk and control		– Reviewed, challenged and approved the update to the Risk Appetite and monitored performance across all risk types. Received regular enterprise wide risk updates from the CRO; and updates on Technology and Operations (T&O), IT risk, cyber risk including the Group Ransom Policy, fraud policy and financial crime management plans.

People		– Received updates on people issues including HR strategy, talent management and succession planning as well as culture, diversity and inclusion; assessed the performance of the CEO; and participated in the Banking Standards assessment process and approved Santander UK’s response to the Banking Standards Board survey.

Governance		– Reviewed, revised and approved the Board’s Strategic Priorities; the appointment of two EDs, two Group NEDs and the Chief Risk Officer; revisions to the UK and Group Corporate Governance Frameworks; and the annual whistleblowing report. The Board also reviewed its Terms of Reference, together with the Terms of Reference of the Board Committees.

		– Approved the establishment of the Responsible Banking Committee to assist the Board in shaping the culture, reputation and customer propositions of Santander UK through overseeing and advising on conduct, people, community, brand and compliance issues.

		– Reviewed, challenged and approved Santander UK’s Annual Report.

		– Assessed the performance of the Board Chair.


☐ U.S. GAAP		☒ International Financial Reporting Standards as issued by the International Accounting Standards Board		☐ Other


Strategic report
			2
4		Financial review
			5
32		~~Risk review~~Governance
			18
~~129~~		~~Governance~~Directors
			19
~~130~~		~~Directors~~Corporate governance report
			24
~~135~~		~~Corporate governance~~Directors’ remuneration report
			45
~~152~~		Directors’ ~~Remuneration~~ report
			51
~~160~~		~~Directors’ report~~Risk review
			57
~~166~~		Financial statements
			136
~~167~~		Auditor’s report
			137
~~173~~		Primary Financial Statements
			144
~~180~~		Notes to the Financial Statements
			151
~~268~~		Shareholder information
			227
~~269~~		~~Subsidiaries, joint ventures and associates~~Selected financial data
			228
~~272~~		~~Forward-looking statements~~Subsidiaries, joint ventures and associates
			230
~~273~~		~~Selected financial data~~Forward-looking statements
			233
~~275~~		Other information for US investors
~~276~~		~~Risk factors~~

~~299~~		~~Risk elements in the loan portfolio~~
	234
~~302~~		~~Taxation for US investors~~

~~303~~		~~Articles of Association~~

~~304~~		~~Iran Threat Reduction and Syria Human Rights Act (ITRA)~~

~~305~~		~~New York Stock Exchange (NYSE) Corporate Governance~~

~~306~~		~~Glossary~~

~~311~~		~~Contact and other information~~

~~312~~		~~Cross-reference to Form 20-F~~


4
5		~~Income statement review~~

5		~~Summarised Consolidated Income Statement~~

7		~~Profit before tax by segment~~

8		~~- Retail Banking~~

11		~~- Commercial Banking~~

14		~~- Global Corporate Banking~~

16		~~- Corporate Centre~~

18		~~Balance sheet review~~

18		~~Summarised Consolidated Balance Sheet~~

20		~~Reconciliation to classifications in the Consolidated Balance Sheet~~

21		~~Securities~~

22		~~Loans and advances to banks~~

23		~~Loans and advances to customers~~

24		~~Derivative assets and liabilities~~

25		~~Tangible fixed assets~~

25		~~Retirement benefit plans~~

25		~~Deposits by banks~~

26		~~Deposits by customers~~

27		~~Short-term borrowings~~

28		~~Debt securities in issue~~

28		~~Contractual obligations~~

28		~~Off-balance sheet arrangements~~

29		~~Interest rate sensitivity~~

30		~~Average balance sheet~~

31		~~Cash flows~~
		Santander UK plc


2017											Retail Banking £m			Commercial Banking £m			Global Corporate Banking £m			Corporate Centre £m			Total £m
Net interest income												3,302			395			74			32			3,803
Non-interest income⁽¹⁾												615			74			364			56			1,109
Total operating income												3,917			469			438			88			4,912
Operating expenses before impairment losses, provisions and charges												(1,871	)		(223	)		(304	)		(101	)		(2,499	)
Impairment (losses)/releases on loans and advances												(36	)		(13	)		(174	)		20			(203	)
Provisions for other liabilities and (charges)/releases												(342	)		(55	)		(11	)		15			(393	)
Total operating impairment losses, provisions and (charges)/releases												(378	)		(68	)		(185	)		35			(596	)
Profit/(loss) before tax												1,668			178			(51	)		22			1,817

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		3,140			383			73			(14	)		3,582
Non-interest income⁽¹⁾		580		84		320		229		1,213		562			76			312			263			1,213
Total operating income		3,733		489		401		172		4,795		3,702			459			385			249			4,795
Operating expenses before impairment losses, provisions and charges		(1,800)		(215)		(280)		(119)		(2,414)		(1,800	)		(215	)		(280	)		(119	)		(2,414	)
Impairment (losses)/releases on loans and advances		(20)		(29)		(21)		3		(67)		(20	)		(29	)		(21	)		3			(67	)
Provisions for other liabilities and charges		(338)		(26)		(12)		(21)		(397)		(338	)		(26	)		(12	)		(21	)		(397	)
Total operating impairment losses, provisions and charges		(358)		(55)		(33)		(18)		(464)		(358	)		(55	)		(33	)		(18	)		(464	)
Profit before tax		1,575		219		88		35		1,917		1,544			189			72			112			1,917

2015
Net interest income		3,077		368		72		58		3,575		3,097			399			52			27			3,575
Non-interest income⁽¹⁾		536		94		307		61		998		526			91			303			78			998
Total operating income		3,613		462		379		119		4,573		3,623			490			355			105			4,573
Operating expenses before impairment losses, provisions and (charges)/releases		(1,898)		(217)		(287)		2		(2,400)		(1,898	)		(217	)		(287	)		2			(2,400	)
Impairment (losses)/releases on loans and advances		(90)		(25)		13		36		(66)		(90	)		(25	)		13			36			(66	)
Provisions for other liabilities and (charges)/releases		(728)		(23)		(14)		3		(762)		(728	)		(23	)		(14	)		3			(762	)
Total operating impairment (losses)/releases, provisions and (charges)/releases		(818)		(48)		(1)		39		(828)		(818	)		(48	)		(1	)		39			(828	)
Profit before tax		897		197		91		160		1,345		907			225			67			146			1,345

2014
Net interest income		3,041		279		75		39		3,434
Non-interest income⁽¹⁾		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)/releases, provisions and charges		(601)		(85)		(5)		17		(674)
Profit before tax		1,159		74		110		56		1,399

33		~~Introduction(unaudited)~~

33		~~Risk Framework~~

40		~~Risk Appetite(unaudited)~~

41		~~Stress testing(unaudited)~~

42		~~How risk is distributed across our business(unaudited)~~


43Santander UK plc		~~Credit risk~~

44		~~Santander UK group level~~

54		~~Retail Banking~~

66		~~Other segments~~


81		~~Market risk~~

83		~~Trading market risk~~

87		~~Banking market risk~~


90		~~Liquidity risk~~


~~106~~		~~Capital risk~~


~~110~~		~~Pension risk(unaudited)~~


~~114~~		~~Conduct risk(unaudited)~~


~~118~~		~~Other key risks and areas of focus~~

~~119~~		~~Strategic risk(unaudited)~~

~~120~~		~~Operational risk(unaudited)~~

~~123~~		~~Financial crime risk(unaudited)~~

~~125~~		~~Model risk(unaudited)~~

~~125~~		~~Reputational risk(unaudited)~~

~~126~~		~~Regulatory risk(unaudited)~~

~~127~~		~~Country risk exposures~~
		17




				Contents



				Directors			19


				Corporate governance report			24


				Chair’s report on corporate governance			24


				Board Nomination Committee Chair’s report			28


				Board Risk Committee Chair’s report			30


				Board Audit Committee Chair’s report			37


				Directors’ remuneration report			43


				Board Remuneration Committee Chair’s report			43


				Remuneration report and remuneration policies			45


				Remuneration implementation report			47


				Directors’ report			51


	~~Risk~~	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 Santander UK’s governance arrangements including appointments to the Board and its Committees and managing conflicts of interest. – 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.

Board Nomination Committee Chair’s report Read more onp28		Board Nomination Committee	– 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. – Assess the performance of the Board. – Review annually whether NEDs have dedicated sufficient time to their duties to have been effective in their role. – Oversee Santander UK’s governance arrangements.

Board Risk Committee Chair’s report Read more onp30		Board Risk Committee	– 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. – Review and approve the key risk type and risk activity frameworks identified in the Santander UK Risk Framework. – Review the capability to identify and manage new risks and risk types. – Oversee and challenge the day-to-day risk management actions and oversight arrangements and adherence to Santander UK’s risk frameworks and policies.

Board Audit Committee Chair’s report Read more onp37		Board Audit Committee	– Monitor and review the integrity of the financial statements of Santander UK. – Keep under review the adequacy and effectiveness of the internal financial controls. – Review the adequacy of Whistleblowing arrangements. – Monitor and review the effectiveness of the Internal Audit function. – Assess the performance of the External Auditors and oversight of their independence.

Board Remuneration Committee Chair’s report Read more onp43		Board Remuneration Committee	– Consider, agree and recommend to the Board the principles and parameters of Santander UK’s remuneration and reward policies and frameworks. – Consider and approve specific remuneration packages for EDs 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.

		Board Responsible Banking Committee	– Oversee culture and operational risks relating to conduct, compliance, competition, financial crime and legal matters set within the Risk Appetites and Risk Framework. – Ensure adequate and effective control processes and policies for conduct and compliance risk, fair customer treatment and customer outcomes. – Oversee the reputation of Santander UK and how this impacts its brand and market positioning, and the Corporate and Social Responsibility Programme. – Monitor, challenge and support management in its efforts to evolve Santander UK’s conduct, culture and ethical standards through sustained effectiveness of Santander UK’s values and nine behaviours.


		Responsibilities
		of the Committee
		Read more onp27
		Committee membership, tenure and attendance
		Read more onp49


Area of focus	Action taken by the Board Risk Committee	Outcome
Risk Appetite	– Following the Annual Risk Appetite Review at the beginning of the year, we also reviewed some proposed amendments to Risk Appetite in June. – We monitored Pension Risk appetite metrics closely, in part due to the increase in the absolute size of the pension fund due to market movements. When considering possible changes, we noted that a strategic asset allocation and hedging programme were underway. We reviewed the pension risk appetite position again in detail in the second half of the year. – Whilst responsibility for oversight of financial crime risk transitioned to the Board Responsible Banking Committee in Q3 2017, the Board Risk Committee retains ultimate oversight. During the first half of 2017, we spent considerable time considering the financial crime transformation programme and financial crime risk appetite.	– We recommended management’s proposed amendments to Risk Appetite to the Board for approval. – We noted in the second half of the year that equity hedging had been transacted by the Common Investment Fund Trustee which materially reduced the risk. For more on Risk Appetitesee page 65
Risk Framework	– We received an update on the annual certification process in respect of compliance with management of risk within the Risk Framework. – We carried out our annual review of the Risk Framework and noted a number of changes, including the introduction of the Board Responsible Banking Committee; the separation from operational risk of legal risk and its creation as its own risk type.	– We noted that the outcomes reflected what had been considered by the Committee during the year. – We noted that the Framework would be revisited in the coming months to consider what further changes might be necessary to reflect ring-fencing, and new regulatory guidelines. We recommended the Risk Framework to the Board for approval. For more on Risk Frameworksee pages 58 to 64
Stress testing	– As in previous years, in 2017 the Committee monitored the annual stress test exercise, and received updates throughout the process, including with respect to proposed enhancements following the 2016 exercise. We also considered the comparison of key metrics and results with prior years and questioned management on material drivers. – We also noted the context and results of the IFRS 9 stress test submitted to the Bank of England in September 2017 and considered the implications of the change in accounting standard for managing and monitoring credit, capital and model risk respectively.	– We recommended the governance arrangements, process, controls and stress test results to the Board for approval and onward submission to the PRA. – We noted the need to be cognisant of the impact on capital of the adoption of IFRS 9 in the context of the stress tests. For more on stress testingsee page 66
Macroeconomic environment	– We received an update on an internal stress scenario, centred on a material confidence shock to the UK economy. The results supported the conclusions of previous PRA stress tests which showed that Santander UK had a resilient capital position. – We considered, from a credit perspective, certain vulnerable industry sectors in the context of the changing macro-economic environment, and considered the effectiveness of early warning indicators in identifying deteriorating performance.	– We requested management to inform the Committee further around the impact of stress scenarios for the medium term outlook for the UK, with a focus on the potential dislocation in the second half of 2019, including the development of possible scenarios. – We asked for assurance around the efficacy of monitoring, as well as the potential impact from the transfer of credit assets to the London branch of Banco Santander SA as part of the ring-fencing programme.


Risk	Action taken by the Board Risk Committee	Outcome

Pension risk	–�� We challenged management with respect to the need to manage capital impact, principally through hedging of market risks, and the related impact on the overall performance of the pension fund in the context of the current funding target agreed with the Trustee. – We requested that management confirm whether, given the inflation hedging in place within the Santander (UK) Group Pension Scheme, there were scenarios where there would be significant exposure in a rising inflation scenario.	– We considered the level of certain triggers proposed as part of the pension risk appetite and asked management to provide additional support. – We requested further detail of the individual elements of the pension risk appetite be submitted for consideration before the Committee was asked to approve the risk appetite in early 2018. – Management undertook analysis to assess the impact of four different inflation scenarios on the Pension Scheme’s forecast IAS 19 accounting position at the end of the forecast period in 2026. Following consideration, the Committee concurred that the exposure was manageable.


		For moresee page 122 See page124for a case study on our pension hedging strategy.



Financial Crime risk	– In Q3 2017, oversight of financial crime risk transitioned to the Board Responsible Banking Committee. Prior to that, we received regular updates from both Line 1 and Line 2, as defined on page 63, on the mitigation of financial crime risks. We debated the challenges in relation to recruitment of experienced resource, systems limitations, and the pace of improvement, across the organisation, relative to risk appetite.	– We noted the importance of coordination between HR and critical functions in the recruitment, training and retention of internal expertise and requested regular updates going forward to monitor progress. – We agreed that management would re-set its plans for addressing financial crime risk, including the establishment of a Financial Crime Steering Committee (supported by external consultants), to oversee progress in respect of the various financial crime initiatives. The CEO and CLRO jointly chair the Steering Committee.


		Responsibilities
		of the Committee
		Read more on p27
		Committee membership, tenure and attendance
		Read more onp49


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 products continues to be highly judgemental and requires significant assumptions including claim 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 throughout the year. – In respect of PPI, the Committee: – Reviewed the judgements and estimates in respect of the provision considering management’s assumptions in relation to changes in claim volumes, uphold rates and average cost of redress. This was in the context of key developments in the year, including: – The FCA’s publication in March 2017 of final rules and guidelines in respect of PPI complaints. This provided further clarification on the application of the Supreme Court judgement in Plevin v Paragon Personal Finance Limited, and extended the consumer complaint deadline to August 2019. – The completion of a review of claims handling procedures in Q2 2017 by management in relation to a specific PPI portfolio. – The FCA’s first advertising campaign on PPI. – Benchmarked PPI provisioning disclosures in light of those adopted by peers. – Reviewed updates to the provisioning model in light of increased PPI enquiries and complaint inflow levels driven by the media advertising campaign and proactive mailings to customers potentially eligible to make a further complaint. – Reviewed the appropriateness of provision releases pertaining to a specific PPI portfolio review. – In respect of other products, the Committee evaluated management’s judgements and estimates in respect of additional provisions relating to the sale of interest rate derivatives, regarding the regulatory classification of certain customers eligible for redress.	– Requested and received from management benchmarking analysis against other banks on the level of PPI disclosures, to satisfy ourselves on the adequacy of Santander UK’s disclosures. – Requested and received from management details of the enquiries received through all channels, including social media, following the launch of the FCA’s advertising campaign on PPI, and conversion of those enquiries into complaints. – Endorsed management’s recommendation that an additional net charge of £109m in the year should be made for PPI. – Agreed with management’s judgement on the level of conduct remediation provisions, including PPI and other products. – We will continue to monitor the provisioning levels in light of any changes to claims volumes, inflows and average redress costs. See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements. For more, see Note 27 to the Consolidated Financial Statements.

Credit provisions – corporate 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. – Considered reports on specific cases in the construction sector, including Carillion plc, as well as a review of the rest of the construction portfolio to identify other cases that could potentially be at risk. – Discussed other exposures 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 assumptions were appropriate. – We will continue to monitor closely corporate credit provisions. See ‘Critical accounting policies’ in Note 1 to the Consolidated Financial Statements. For more, see Note 15 to the Consolidated Financial Statements.



“ We maintained our focus on ensuring that our remuneration policy and outcomes were aligned with and supported Santander UK’s strategic objectives.”				Responsibilities
				of the Committee
				Read more onp27
				Committee membership, tenure and attendance
				Read more on p49


	Principle and description	Policy

Base salary	– Reviewed annually to ensure market competitive pay appropriate for the role. – Set at an appropriate level so that inappropriate risk taking is not encouraged. – Reflects the complexity of each role and 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.
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.	– Includes private medical insurance for Executive Directors and their dependants, life assurance, health screening, relocation allowances and expatriate allowances where relevant. – Access to the Company’s all-employee share schemes on the same terms as all UK employees.


	Principle and description	Policy

Variable 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 business strategy and Company values. – Multi-year deferral, further performance testing and delivery in Banco Santander SA shares aligns Executive Directors’ interests to the long-term interest of the Company and the Group. – Deferral of part of the award 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. – 40% of the bonus awarded is paid upfront in the year following the performance year (year one), delivered half in cash and half in shares. – 60% of the bonus awarded is deferred and delivered in equal tranches over years three to seven, with each tranche delivered half in cash and half in shares. – The final three tranches of the award are paid subject to further performance testing, which may reduce the level of deferred payout. – 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 up to ten years following the grant of an award.


Executive rewards	Nathan Bostock⁽¹⁾				Antonio Roman⁽²⁾				Javier San Felix				Total
	2017		2016		2017		2016		2017		2016		2017		2016
	£000		£000		£000		£000		£000		£000		£000		£000
Salary and fees		1,653		1,600		243		–		302		–		2,198		1,600
Taxable benefits (cash and non-cash)		55		46		17		–		329		–		401		46
Pension		581		560		61		–		–		–		642		560
Bonus (paid and deferred)		2,425		2,330		400		–		861		–		3,686		2,330
Total remuneration		4,714		4,536		721		–		1,492		–		6,927		4,536


	2017 £m		2016 £m		Change %
Profit before tax		1,817		1,917	(5.22%)
Total employee costs		1,134		1,122	1.07%


	1		2		3		4		5		6		7		8
Individuals	£000		£000		£000		£000		£000		£000		£000		£000
Fixed remuneration (including any non-cash and taxable benefits)		881		707		949		693		740		606		590		410
Variable remuneration (cash – paid)		349		261		192		220		144		139		124		105
Variable remuneration (cash – deferred)		523		392		287		330		216		209		186		158
Variable remuneration (shares – paid)		349		261		192		220		144		139		124		105
Variable remuneration (shares – deferred)		523		392		287		330		216		209		186		158
2017 remuneration		2,625		2,013		1,907		1,793		1,460		1,302		1,210		936


Chair and Board Committee member fees	Board £000		Board Nomination Committee £000		Board Risk Committee £000		Board Audit Committee £000		Board Remuneration Committee £000		Board Responsible Banking Committee £000
Chair (inclusive of membership fee)		650		60		60		60		60		60
Senior Independent Director		30		–		–		–		–		–
Member		90		25		25		25		25		25


	2017 Fees £000		2016 Fees £000		2017 Expenses £000			2016 Expenses £000		2017 Total £000		2016 Total £000
Chair
Shriti Vadera		650		650		–	*		–		650		650
Independent Non-Executive Directors
Scott Wheway		248		230		25			14		273		244
Alain Dromer		165		165		17			19		182		184
Annemarie Durbin		165		165		–			–		165		165
Ed Giera		202		200		3			–		205		200
Chris Jones		200		200		1			30		201		230
Genevieve Shore		180		165		1			1		181		166
Banco Santander nominated Non-Executive Directors
Ana Botín		–		–		–			–		–		–
Lindsey Argalas		–		–		–			–		–		–
Gerry Byrne		–		–		–			–		–		–
Juan Rodríguez Inciarte		115		115		38			33		153		148
Bruce Carnegie-Brown		–		–		–			–		–		–
Peter Jackson		–		–		–			–		–		–
Manuel Soto		111		115		11			22		122		137
Total		2,036		2,005		96			119		2,132		2,124



	Contents


	Risk governance		58

	Introduction (unaudited)		58

	Risk Framework		58

	Risk Appetite (unaudited)		65

	Stress Testing (unaudited)		66

	How risk is distributed across our business (unaudited)		67

	Credit risk		68

	Santander UK group level		68

	Retail Banking		78

	Other segments		89

	Market risk		100

	Trading market risk		101

	Banking market risk		105

	Liquidity risk		108

	Capital risk		119

	Pension risk(unaudited)		122

	Conduct and regulatory risk (unaudited)		125

	Other key risks(unaudited)		128

	Operational risk		128

	Financial crime risk		131

	Legal risk		133

	Model risk		133

	Strategic risk		134

	Reputational risk		135

~~governance~~	~~Credit risk~~	~~Market risk~~		~~Liquidity risk~~	~~Capital risk~~
~~Pension risk~~	~~Conduct risk~~	~~Other key risks~~


		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~~our 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.



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 incurred as a result of ~~losses in on and off-balance sheet trading positions, due to movements~~changes in market ~~prices or other external factors.~~factors that affect the value of positions in the trading book. 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 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.~~that is 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.

Conduct and regulatory	Conduct risk is– the risk that our decisions and behaviours lead to a detriment or poor ~~outcomes~~outcome for our ~~customers and~~customers. It also refers to the risk that we fail to maintain high standards of market behaviour and integrity. Regulatory risk – the risk of financial or reputational loss, or imposition or conditions on regulatory permission, as a result of failing to comply with applicable codes, regulator’s rules, guidance and regulatory expectations.

Other key ~~risks~~risk types	Operational risk – the risk of 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 we are used to further financial crime, including money laundering, sanctions evasion, terrorist financing, bribery and corruption. Failure to meet our legal and regulatory obligations could result in criminal or civil penalties against Santander UK or individuals, as well as negatively affecting our customers and the communities we serve. Legal risk – the risk of an impact arising from legal deficiencies in contracts; failure to take appropriate measures to protect assets; failure to manage legal disputes appropriately; failure to assess or implement the requirements of a change of law; or failure to comply with law or regulation or to discharge duties or responsibilities created by law or regulation. Model risk – the risk that the results of our models may be inaccurate, causing us to make sub-optimal decisions, or that a model may be used inappropriately. 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, financial or reputational, from failing to comply with applicable codes and regulations.~~



		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 proactively encourage our people to take personal responsibility for doing the right thing and to challenge without fear. We ensure decisions and actions take account of the best interests of all our stakeholders and are in line with The Santander Way.



~~Board/~~ Board Level 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.
Board Responsible Banking	– Responsible for culture and operational risks relating to conduct, compliance, competition, financial crime and legal matters
Committee	– Reviews reports from the CLRO on the adequacy and effectiveness of the compliance function
	– Ensures that adequate and effective control processes are in place to identify and manage reputational risks
	– Oversees our reputation and how this impacts our brand and market positioning.



Executive ~~Committees~~Level Committee		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 Control Committee		—		– 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		—		– 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.
Incident Accountability Committee		– Considers, calibrates, challenges and agrees any appropriate individual remuneration adjustments recommended by the Business Accountability Forums
		– Presents recommendations to the Board Remuneration Committee.
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.



	Category	Description

Risk Frameworks	Set out how we should manage and control risk for:

	– The Santander UK group (overall framework)

	– Our key risk types (risk type frameworks)

	– Our key risk activities (risk activity frameworks).

Risk Management Responsibilities	Set out the Line 1 risk management responsibilities for Business Units and Business Support Units.
	Strategic Commercial Plans	Plans produced by business area at least annually that describe the forecasted objectives, volumes and risk profile of new and existing business, within the limits defined in our Risk Appetite and policies in place.
	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 our Risk Appetite.

	Risk Control Units set overarching policies. Business and Business Support 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~~Certifications	Business Units, Business Support Units or Risk Control Units set out how they have managed and/or controlled risks in line with the risk frameworks and within 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.


	Overview(unaudited)	Key metrics(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.~~

	Santander UK group level We ~~begin~~start by discussing credit risk at a Santander UK group level. Then we cover Retail Banking separately from our other segments: Commercial Banking, Global Corporate Banking and Corporate Centre, 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 improved to 1.50% (2015: 1.54%)~~

	~~In 2016 the NPL ratio improved to 1.50%, with all loan books performing well.~~


	~~Impairment loss allowances decreased to £989m (2015: £1,157m)~~

	~~Impairment loss allowances decreased in 2016 and 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 17% of new business flow.~~


	~~NPL coverage ratio decreased to 33% (2015: 38%)~~

	~~The NPL coverage ratio decreased to 33% in 2016, from 38% in 2015.~~




	~~Overview~~

��	~~Credit risk management~~ ~~In this section, we~~ set out how our ~~products~~exposures arise, our types of customer 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~~them, and 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~~then analyse our key metrics, including maximum and net exposures, credit quality, risk concentrations, credit performance and forbearance. Business segments Then we ~~use.~~cover Retail Banking separately from our other segments in more detail in the sections that follow. Our other segments are Commercial Banking, Global Corporate Banking and Corporate Centre.	~~Credit risk review~~ ~~In this section, we analyse our maximum and net exposures~~NPL ratio improved to ~~credit risk, including their credit quality and concentrations of risk.~~1.42% (2016: 1.50%) ~~We also summarise our credit performance, and forbearance activities.~~NPL coverage ratio increased to 33% (2016: 31%)
			Impairment loss allowances increased to £940m (2016: £921m) Average LTV of 62% (2016: 65%) on new mortgage lending

Retail Banking

~~Commercial Banking~~

~~Global Corporate Banking~~

~~Corporate Centre~~

— ~~Residential mortgages, unsecured lending (overdrafts, personal loans, credit cards and business banking) and 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 SMEs and 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.~~