Annual Report • Mar 2, 2023
Annual Report
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Santander UK plc is regulated by the UK Prudential Regulation Authority (PRA) and the Financial Conduct Authority (FCA) and certain other companies within the Santander UK group are regulated by the FCA and the PRA. This Annual Report contains forward-looking statements that involve inherent risks and uncertainties. Actual results may differ materially from those contained in such forward-looking statements. See Forward-looking statements on page 216. Santander UK Group Holdings plc is the immediate parent company of Santander UK plc. The two companies operate on the basis of a unified business strategy, albeit the principal business activities of the Santander UK Group Holdings plc group are carried on by Santander UK plc and its subsidiaries. The Santander UK Group Holdings plc Corporate Governance and Risk Frameworks have been adopted by the Company and its subsidiaries to ensure consistency of application. Strategic report Contents About this report Santander UK at a glance 2 The Strategic Report outlines the key elements of the Annual Report and provides context for the related financial statements. It is also designed to help members of the Company assess how the Directors have performed their duty under section 172 of the Companies Act 2006. The report highlights key financial and non-financial metrics which help to explain the business’s performance over the past year. It also highlights the external environmental factors affecting the business along with Santander UK’s position in the UK banking market. At all times we aim to treat our stakeholders fairly and meet our environmental responsibilities. Sustainability and our strategic direction are inseparable, and we continue to embed sustainability across our business. We have included information to demonstrate this within our Strategic Report and further information is also available in our ESG Supplement, which does not for part of this Annual Report. Market overview 3 Our business model 4 Our strategic priorities 4 Our performance and KPIs 4 Risk management overview 5 Financial overview 7 Sustainability review 7 Section 172: Stakeholder voice 10 Non-financial information statement 10 By Order of the Board. William Vereker Chair, 1 March 2023 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 1 Santander UK at a glance Our business model is focused on building customer loyalty Our Purpose is to help people and businesses prosper We help our customers at moments that matter most We champion British businesses and help them to grow sustainably Our customer focus helps us to develop more loyal and lasting relationships Our competitive advantages: –Leading scale challenger bank –Strong balance sheet –International expertise for UK companies We provide high quality, seamless service across our branch, digital and telephony channels 14 million c19,000 449 active UK customers Full time equivalent employees Branches £187.1bn 5th prime retail mortgages Largest commercial lender(1) We live our values of Simple, Personal and Fair through great behaviours and our people leaders A significant part of the Santander UK Group Holdings plc group The Company and its subsidiaries represent almost all the business and operations of its immediate parent Santander UK Group Holdings plc, comprising approximately 99% of its immediate parent group's consolidated profit from continuing operations before tax for the year ended 31 December 2022 and approximately 98% of its consolidated net assets at 31 December 2022. More information on the Santander UK Group Holdings plc group, including the role of the Company as a ring-fenced bank, can be found in the Santander UK Group Holdings plc 2022 Annual Report, which does not form part of this report. (1) Santander UK industry analysis of latest available bank and building society reports as at January 2022. Commercial lender: UK commercial lending stock, Corporate and/or Commercial Banking divisions (excludes investment banking). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 2 Market overview Five major forces continue to shape the UK banking market Increased market disruption and strong competition What we have seen The market in which we operate is highly competitive. We expect such competition to intensify in response to increasing entry of FinTech and BigTech firms in the banking sector as well as the growth of digital currencies and cryptocurrencies. Traditional UK banks have largely refocused on core business areas and improving their digital offerings. Our response and looking ahead We remain cognisant of the evolving competitive environment and continue to develop offerings to rival competitors and seek partnerships to develop new propositions. Banco Santander's PagoNxt offering incorporates simple and accessible digital payment solutions. This is a key area for growth alongside OpenBank, their 100% digital bank. We expect these to be rolled out across Europe in the future. Neo-banks continue to gain market share, competing with traditional UK banks. Nevertheless, financial sustainability remains unproven for most. Those that have started to highlight emerging signs of profitability have tended to mirror more traditional banking models. Nevertheless, digital-only providers continue to disaggregate the traditional vertically integrated banking business model by targeting the most profitable elements with innovative new propositions and attracting significant valuations (for example buy-now-pay-later). Large international peers have also entered the UK market through new digital-only brands with limited product offerings; however may provide a competitive offering over the longer term. Climate change What we have seen Climate change is one of the biggest challenges facing society and our industry has a critical role to help tackle this. Clear disclosure is essential to help markets and other stakeholders assess our climate performance. Our response and looking ahead Climate change is one of three pillars of our Sustainability and Responsible Banking Strategy; with the goal of supporting the transition to a low carbon economy as both a lender and an employer. We are working to meet the expectations set by the Bank of England, PRA and FCA. We are implementing the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), and taking action to meet the expectations set by the PRA, BoE and FCA. This requires wide-ranging collaboration both within the bank and externally to develop the tools and methodologies needed. As such, we have adopted a unified approach across the Santander UK Group Holdings plc group and therefore present TCFD disclosures on that basis in the Santander UK Group Holdings plc group Annual Report. Changing customer behaviour and distribution What we have seen Customer interactions continued to shift to digital and remote services. Our enhanced digital capability attracted a further 370,000 digital customers in 2022, with 92% of current account and 99% of credit card openings made through digital channels.In mortgages, intermediary share of distribution continues to increase, whilst other products are now distributed largely through digital channels. 76% of our refinanced mortgages were retained online in 2022. Our response and looking ahead We invest in ensuring access to financial services for our customers, including those less confident in using technology for managing their finances.While customer footfall has fallen in recent years, we continue to appreciate the value of the human touch delivered through our branch network. We are mindful of the needs of our most vulnerable customers, responding with 'access to cash' solutions and providing mechanisms for help from a trusted third party. We continue to develop offerings to deliver growth through customer loyalty and customer experience. We are committed to creating products and services catered to our customers needs. In October 2022 we launched my Home Manager, designed to assist mortgage customers aspects of managing their home. Demanding regulatory agenda What we have seen n 2022 the regulatory policy and change agenda remained intense. The UK Government announced the outcome of the Future Regulatory Framework review and has introduced legislation to Parliament to implement this, combined with a number of regulatory consultations aligned with the proposals. Our response and looking ahead This year we implemented the PRA’s operational resilience and outsourcing expectations, and this remains a key focus area for the bank moving forward, up to the 2025 deadline. The PRA has also published its consultation on the implementation of Basel 3.1 which will impact capital requirements.The FCA announced the introduction of the Consumer Duty with tight implementation timelines, requiring significant focus across business units to ensure that we are compliant with the Duty, which has a first implementation date of 31 July 2023. We continue to engage with regulators on other key issues, such as APP fraud and the challenges around the rising cost of living and impact of interest rates rises. We await the Government’s forthcoming consultation on ring fencing. We anticipate further intensive regulatory activity in 2023 and will continue to work with industry, trade bodies, regulators, and Government to support the appropriate regulation of the UK’s financial services industry. Uncertain economic environment What we have seen In 2022, inflationary conditions moved from a perceived transitory condition to a likely more longer-term and persistent high inflation environment, following the conflict in Ukraine. This has caused further increases in the cost of living for our retail customers, particularly those on lower incomes. Market expectations for Bank Rate also changed significantly with the Monetary Policy Committee (MPC) raising the rate from 10bps at the end of 2021 to 350bps by the end of 2022. The volatility in Q3 2022 caused mortgage rates to rise sharply. Our response and looking ahead Our business is correlated to the performance of the economy. Our purpose is to help people and businesses prosper, so we are committed to support our customers with the rising cost of living.Our focus has been to provide targeted and practical support, including advice on household budgeting and a toolkit for SMEs to help them through the ongoing inflationary pressures. The outlook remains uncertain as inflation has eroded real disposable income with the prospects of a recession ahead. We expect Bank Rate to continue to rise, peaking in H1 2023. Higher base rates are likely to dampen demand for housing, causing a fall in house prices back to 2021 levels. We reached out to over 2 million customers most likely to be impacted by the cost of living crisis and remain committed to helping our customers at moments that matter most. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 3 Our business model Our purpose is to help people and businesses prosper Our resources People - Bringing the skills, expertise and drive to deliver enhanced customer loyalty and experience Infrastructure - Branch and online presence, operating centres and innovative technology Banco Santander family - Technology, shared management experience and brand benefits as part of well-diversified global bank Financial - Strong capital, liquidity and a prudent approach to risk Our competitive advantage Leading scale challenger bank in the UK - Scale in our core banking businesses combined with an innovative mindset Strong balance sheet - Focused on prime secured lending consistent strength under stress International expertise for UK companies - 20 trade corridors to help UK companies expand into overseas markets What we do We provide financial products and services - Mortgages, consumer finance, unsecured loans, credit cards, banking and savings accounts, investment and insurance products for individuals and services for companies How we do it – Build strong customer relationships – Offer a differentiated proposition – Take a prudent approach to risk – Do things The Santander Way Our culture is built on doing things The Santander Way Simple - Our products are easy to understand and we offer a service which is convenient, no matter when or how our customers want to engage with us. Personal - We treat our customers as valued individuals, with a professional service they can trust. We support our colleagues to achieve their ambitions. Fair - We are open, honest and treat others as we would like to be treated. We earn our investors a sustainable return and do our part to support our communities. Our purpose is to help people and businesses prosper Our strategic priorities Our strategic priorities focus on customer loyalty and experience, simplification, improved efficiency and sustainable growth, while aiming to be the best bank for all our stakeholders. Our strategic priorities Customers - Deliver growth through customer loyalty and outstanding customer experience Shareholders - Simplify and digitise the business for improved efficiency and returns People - Engage, motivate and develop a talented and diverse team Communities - Be a responsible and sustainable business Our performance and key performance indicators The directors of the Company’s immediate parent, Santander UK Group Holdings plc, manage the operations of the Santander UK Group Holdings plc group (which includes the Santander UK group) on a business division basis. Key performance indicators are not set, monitored or managed at the Santander UK group level. As a result, the Company’s Directors believe that analysis using key performance indicators for the Company is not necessary or appropriate for an understanding of the development, performance or position of the Company. The development, performance and position of the business of the Santander UK group is set out in the Financial review. The key performance indicators of the Santander UK Group Holdings plc group can be found in its 2022 Annual Report, which does not form part of this report. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 4 Risk management overview Top risks Highlighted below are our Top risks in 2022 and associated management actions. Many of these risks are likely to remain in focus in 2023. Inflationary & supply chain pressures - New We introduced this as a Top risk following the onset of the conflict in Ukraine, which exacerbated already elevated inflation levels. This covers potential impacts on our customers from cost of living increases and rising interest rates; on our corporate customers from business cost increases and supply chain pressures. It also covers remaining Covid-19 and Brexit related risk issues, post pandemic and formal exit from the EU, which are now no longer separate Top risks. We have taken actions to adjust affordability criteria in our retail lending decisions, increase customer support capacity, and ensure close and continuous monitoring of our credit portfolios for any indications of stress in our customer base. Climate change We continue to enhance our data strategy and reporting reflecting the strategic importance of climate change risk. We continue to progress our climate change implementation plan, including integrating associated risks into our Risk Framework, formulating a risk appetite, and progressing associated initiatives. Financial Crime In December 2022, we accepted an FCA penalty of £108m relating to historical AML control shortcomings as described under Conduct & Regulatory below. Developments related to the implementation of Russian sanctions have added further complexity to mitigating compliance risks and maintaining operational resilience in our Financial Crime Centre of Excellence. We continue to enhance our financial crime risk management capabilities, through implementation of our Financial Crime Transformation and Remediation programme, enhancing controls, and providing additional analytics capacity and subject matter expertise. Fraud - New We recognised this as a Top risk, reflecting significant industry wide increases in Fraud levels and losses, which are impacting our customers. Fraud losses now consistently form a significant proportion of our operational losses. We have designed new fraud prevention tools to complement our existing prevention and detection systems and controls. We continue to deploy dynamic 'scam warning' in our online banking payment process, to enhance fraud prevention controls for high-risk digital payments. IT The importance of IT risk management and control continued to be re-iterated by some outages to customer services during the year, although there has been a continued trend downwards in such incidents from H2 2021. To address these issues, we have finalised a multi-year IT Transformation plan, with Board approval, with the aim of securing risk reduction benefits which will accrue during the plan period. We consider that our IT associated risks are decreasing as a result of the ongoing implementation of our transformation plan. Cyber risk management In 2022, we experienced no notable data or cyber security incidents, although we responded to a number of third-party incidents, mainly ransomware attacks. Externally, the cyber risk landscape stabilised, however the threat remains at unprecedented levels due to the ongoing conflict in Ukraine. We continue to review and enhance our controls based on the latest intelligence, and invest in the right skills and resources. We also actively work with our peers in the Cyber Defence Alliance to share threat intelligence expertise, and experiences, to help identify common cyber-attack features and effective mitigation strategies. People In 2022, we continued to focus our overall wellbeing and inclusion strategy on supporting colleagues through transformation and change. In line with our peers, we are experiencing a competitive recruitment market and responding with enabler plans to reduce time-to-hire and open vacancies, as well as maintaining capacity and capability to deliver our business plans. Cost of living is also a key focus area where we have intervened with pay rises to support our colleagues across the business. We have managed a gradual return of colleagues to office environments, along with hybrid working as well as the people risks associated with a phased relocation of our Head Office to Unity Place in Milton Keynes. Conduct & Regulatory We continue to face a challenging regulatory agenda with significant ongoing FCA and PRA interaction on a range of industry issues, as well as the ECB and Payments Services regulators. These issues include the FCA's Consumer Duty, which requires considerable management and focus of resources. Final rules were published in July 2022, with the first implementation date set at 31 July 2023 and the final date of July 2024. In December 2022 the FCA announced that Santander UK accepted a penalty of £108m for historical AML control shortcomings between December 2012 and October 2017. Managing Complex Change We have a challenging change agenda including continued aspirations for transformation and growth. We have well-established change control processes, as well as a strong oversight framework and related risk-based prioritisation. This enables us to address operational and capacity challenges and facilitate timely delivery. In 2022, change included a reduction of our property footprint, and a specific focus on migration to cloud, further digitalisation, and management of obsolescence. Ensuring change does not result in adverse impacts on our risk profile underpins our strategic decisions and is robustly managed. Data management Data management, including data privacy, is a Top risk reflecting its role in supporting our business plans and strategy, as well as the rising cyber threat landscape and the importance of controls over personal data. In 2022, we continued to monitor data management risk through the enhanced governance structures and processes put in place by our Chief Data Officer. We are implementing a central data programme, with clear deliverables that will improve our data management capabilities in line with our approved data strategy. Third Party Risk Management (TPRM) We are progressing with a programme of work to enhance controls and governance arrangements. During 2022, we continued to evolve our processes, including implementation of a new TPRM process and amending contracts with suppliers. Our Procurement transformation also continues to operationalise our updated TPRM policies and processes. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 5 Ring-Fencing We have retained Ring-fencing as a Top risk to maintain our focus on ongoing governance and compliance, as we continue to assess and refine the quality and maturity of controls. Further review may be needed, depending on the outcomes of HM Treasury's proposed consultations on the ring-fencing regime, due to take place in 2023. Building and maintaining capital strength and Pension risk We saw sustained resilience and improvement in our Regulatory capital and Pension fund metrics throughout 2022 with detailed analysis set out in the Risk review. Pension risk has now been removed as a Top risk as a result of those improvements in metrics and actions taken to reduce residual risk and enhance resiliency, given increased market volatility in 2022. Emerging risks Highlighted below are our emerging risks in 2022 and our associated management actions. All of these risks will likely be in focus in 2023, given that they continue to evolve and intersect with our Top risks. Uncertain macroeconomic and geopolitical environment In the past few years, a number of broader, more complex and uncertain risks have evolved which may present future headwinds. These include geopolitical tensions between regions across the world, in particular the current conflict in the Ukraine. This has impacted global energy prices and supply chains which added to inflationary pressures, as well as stretching household finances. These risks accelerate trends towards deglobalisation, and a reduction of variety of goods and services, causing prices to increase over the medium to long-term. These factors are also playing into increased localised political risk across the globe, including in the UK with a second new Prime Minister in 2022. In February 2023, the First Minister of Scotland resigned, with future implications for the Union with the UK remaining uncertain. We are closely following these political developments and the potential for any material impacts which we may need to reflect in our business plans. Rapid technological change and customer behaviour Our multi-year transformation programme with a focus on investment in digitalisation and automation, is aimed at designing compelling propositions for targeted customer segments, reshaping customer interactions and simplifying and digitising the business at scale for improved efficiency and returns. Our overall approach reflects the continued acceleration of strong trends towards customer digital adoption via mobile and online banking, whilst also ensuring that we remain competitive in a market which is experiencing an increase in digital-led market entrants. We are cognisant of cyber, cloud technology and operational resilience issues which we take into account in our development strategy. Intense market competition Enhancing our digital proposition remains key in supporting our customers' needs, retaining and growing our customer loyalty base, and addressing the commercial challenges of a highly competitive mortgage market, where surplus deposits in ring-fenced banks remain a key driver of market pricing. As well as the elevated competition between incumbent banks, new entrants backed by other large multi-national banks are also launching in the UK offering competitive incentives to compete in the growing digital market, as well as savings, lending and investment markets. Demanding regulatory agenda We remain vigilant in taking a customer-focused approach in developing strategy, products, services and policies that support fair customer outcomes and market integrity. Like all UK banks, we will continue to face a demanding and complex regulatory agenda in 2023 and beyond focused on consumer outcomes, customer vulnerability, competition, climate change and Consumer Duty. The PRA's operational resilience and outsourcing expectations remains a key focus for the bank moving forward, as well as implementation of Basel 3.1 which will impact capital requirements. We also continue with regulatory engagement on other key issues such as APP fraud and the impacts of the rising cost of living and interest rate rises. Looking ahead we await the government's forthcoming consultation on ring-fencing, as well as working with industry, trade bodies, regulators and the government to support the appropriate regulation of UK financial services. Extended Government involvement in banking & markets Following Government policy interventions during the Covid-19 pandemic, including UK Government guaranteed loans and dividend restrictions, there are some indications that this trend will continue moving forwards. The increase in environmental, social and governance factors is likely to direct banks’ lending decisions further, with the risks of higher capital requirements as an incentive to channel lending to certain sectors, and potentially restrict or avoid others. Banks may also be called upon to contribute more to the exchequer, due to stretched public finances, via increased taxation rates, or windfall taxes, as evidenced by recent actions in Spain. Product pricing and actions will also remain under intense scrutiny by regulators and the Government, during the current period of higher inflation and mortgage rates. These issues have the potential to significantly impact our business plans, costs and revenues. Central Bank Digital Currencies & Crypto assets Depending upon how these are implemented, there is a risk of a significant transfer of commercial bank deposits into these Central Bank Digital Currencies over time, increasing wholesale funding requirements and costs, and reducing the 'stickiness' of deposits in a stress. There are also broader potential impacts on regulatory frameworks, and monetary and fiscal policy. We continue to monitor these developments as they evolve. We are also addressing the risk of crypto asset exposure through our client onboarding policies and procedures, which are part of our Financial Crime framework. Disruption of UK macroeconomic factors In the last quarter of 2022 and early 2023, UK house price growth slowed, following shocks to the macroeconomic environment arising from the conflict in Ukraine, which exacerbated inflationary pressures, and triggered significant rises in the cost of living and interest rates globally. After a steady increase of financial pressures on customers, the financial markets and economic environment saw substantial dislocation in H2 2022, which fundamentally changed macro-economic expectations for 2023 and beyond. We have been actively monitoring customer behaviour and to date our customers are showing resilience in adapting to the changing environment. In 2022, we significantly developed our regulatory models, focusing on capital adequacy, to comply with new regulatory technical standards for banks. We expect this trend to continue over the next two years in line with supervisory expectations. We recognise that Model risks have increased in the current environment of both higher inflation and interest rates, which is inconsistent with the period upon which the models were developed. We have fed back our response to the PRA on how we meet policy and procedure requirements under the Model Risk consultation paper (CP6/22), including the independent review of judgemental adjustments. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 6 There are also significant macroeconomic risks attached to the transition process of decarbonising industrial sectors, although we have very limited direct exposure to those in our Corporate and Commercial Banking clients' businesses. There are also costs and risks associated with reducing UK housing emissions and 'greening' commercial property which could impact our retail customers and corporate clients. Eurozone/Sovereign Bank Contagion We previously considered this risk as part of the uncertain macroeconomic and geopolitical environment, but have now identified it separately, given developments in 2022. Energy and commodity price shocks have increased risks to post-pandemic growth and financial conditions in the Euro area and globally. Euro area sovereigns, corporates and households face higher interest rates and cost pressures that could test debt sustainability for more highly indebted entities. The most relevant risks for Santander UK could be reflected in wider credit spreads which could increase wholesale funding costs. Credible funding plans and liability strategies to support our aspired business growth will be key, which are the subject of regular review, challenge and discussion at our ALCO. Financial overview Development and performance of our business in 2022 Information on the development and performance of our business in the year is set out in the ‘Income statement review’ section of the Financial review. Our position at 31 December 2022 Information on our position at the end of the year is set out in the ‘Balance sheet review’ section of the Financial review. Sustainability review We recognise that financial institutions have an important role to play in addressing sector-specific challenges such as financial inclusion and financial crime, as well as broader systemic issues such as climate change. We strive to create value for all our stakeholders, by delivering on our commitment to be a more responsible bank. This section is designed to be read together with our Environmental, Social and Governance (ESG) Supplement. Customers Cost of living 2022 saw a sharp increase in the cost of living. We recognise that our customers may be feeling financial pressure brought on by these rising costs and higher mortgage interest rates. In response, we updated the financial support pages on our website to offer financial health checks, budget planning tools and tips on cutting spending and navigating rising energy costs. We also communicated with more than two million customers most likely to be impacted to highlight the support available. Where appropriate, we give links to PayPlan, a free and independent debt advice provider. Financial inclusion Financial inclusion is an important issue; starkly illustrated by the 1.5 million people in the UK without a bank account and 13.1 million people with low financial capability. Our Financial Inclusion strategy is designed to help people improve their financial skills, gain access to financial services and develop financial resilience. The strategy has three pillars: financial education and knowledge; an inclusive portfolio of products; and, services and customer care. Meeting our customers' changing needs Responding to trends in customer behaviour, we changed our branch opening hours in 2022 and increased telephone support available. Ongoing non-financial support for SMEs Santander Breakthrough continues to develop new tools, resources and programmes to help small and medium-sized enterprises (SMEs) with non-financial support that meets their needs when they need it most. The economic environment was challenging for SMEs and throughout 2022 we increased on-demand resources and skills development programmes available via santanderbreakthrough.co.uk. We ensure there is a balance of information for every business, whether they are looking to expand domestically or internationally, develop new ways of working or manage the rising costs of doing business. Shareholders Part of a global bank We are a subsidiary of Banco Santander SA and our ordinary shares are all held by Banco Santander group companies and are not listed. Santander UK plc's preference shares are listed on the London Stock Exchange and we also have other equity instruments in the form of AT1 securities. Consistent shareholder returns Our operations are consistently profitable and we have paid a dividend every year since 2008. Dividends are paid in line with our dividend policy following review and approval by the Board. This ensures that our capital strength and resilience is maintained. Investor engagement Our Investor Relations team actively engages with institutional investors globally, working alongside our funding and capital teams for new issuances and building and maintaining relationships with fixed income investors and analysts. We engaged with investors through in-person and virtual meetings, roadshows conferences, events and via regulatory announcements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 7 People Culture We are part of a global company, united by a common culture, The Santander Way. This encompasses our purpose to help people and businesses prosper, our aim, to be the best open financial services platform, acting responsibly and earning the trust of our people, customers, shareholders and communities, our Simple, Personal and Fair values, our risk culture, which stresses that risk management is everyone’s job, and our behaviours. Inclusion and belonging We aim to be a place where all of our people feel they belong and are supported to succeed. We’re committed to being a truly inclusive organisation, one that reflects the customers and communities we serve. This commitment is backed up by our Everyday Inclusion strategy which prioritises the themes of intersectionality, respect, balanced representation, leadership, advocacy, allyship, transparency and accountability. Wellbeing Wellbeing is essential to helping our employees thrive. Our comprehensive approach involves supporting mental, physical, social and financial wellbeing. Our internal Wellbeing Hub provides information on wellbeing topics and brings together all the support options we offer. The Hub has been accessed 160,000 times in two years. Fair pay and transparency In 2022, we took action to relieve cost of living pressures on our people. This included an exceptional salary increase of 4% for 60% of our workforce. This covered 11,000 colleagues in lower pay bands and was in addition to our usual annual pay review. This was part of the annual review of our reward framework, which checks that all salary reviews and changes to reward policies do not have an adverse impact on particular employee groups. We are transparent about pay and benefits and are proud to have been an accredited Real Living Wage employer since 2015. All salary ranges and pay progression arrangements are visible to all colleagues. We voluntarily publish our Ethnicity Pay Gap within our annual Everyday Inclusion and Pay Gap Report. We also voluntarily disclose our CEO pay ratio in the Remuneration Implementation Report within this Annual Report. Communities Financial education Financial education is one of the pillars of our Financial Inclusion strategy. We believe it is crucial to provide a solid financial education to all children and young people, ultimately ensuring financial education for all. This is why we have a goal to become a leader in financial education by 2025. More information on our approach to financial inclusion is provided in the better communities section of our ESG Supplement. The importance of financial education in the UK has been highlighted by the 2021 Strategy for Financial Wellbeing developed by the Money and Pensions Service, an arms-length Government body. The strategy’s goal is to ensure an additional 2 million children and young people get a meaningful financial education by 2030, growing from 4.8 million to 6.8 million. We have worked with experts who told us the best way to deliver financial education is to teach financial concepts to people when they are young. This helps them to make better decisions about their money and protect their finances later in life. As a result, we support financial education being compulsory in UK primary schools and for resources to be easily accessible for all teachers, parents and students across the UK. In 2022, we provided financial education to 1,292,724 young people. Santander Foundation In 2022 the Santander Foundation awarded £1.85m to 13 charities as part of its Financial and Digital Empowerment Fund. These new partners will receive grants ranging from £125,000 to £150,000 over the next three years to deliver services that will empower people with skills, support and confidence needed to improve digital and financial capabilities. Santander Universities In 2022 we launched a new scholarship, skills and entrepreneurship programme designed to fuel the success of new generations of university students from underrepresented groups. Through the programme we aim to remove barriers to entry into higher education for these groups, level the currently uneven playing field and build essential skills for the future to ensure employment outcomes match peers from outside these groups. To achieve these aims, we will continue working with our established university partners to increase opportunities for underrepresented students, whether through our scholarships, living wage internships that help students focus on their future, or specialist entrepreneur centres to help turn students’ passion projects into businesses. In 2022 we provided more than 8,000 scholarships and awards. At the heart of the initiative is a £1m scholarship scheme that will help 100 students from under-represented groups with annual grants of £10,000 over three years at our 75 university partners. Macmillan Cancer Support 2022-2024 There are currently three million people living with cancer in the UK and one in two of us will receive a cancer diagnosis in our lifetimes. In June 2022, we launched a new strategic charitable partnership with Macmillan Cancer Support. The partnership aims to improve financial inclusion and support to help people to cope with financial challenges they face after receiving a cancer diagnosis. Since the launch, we have been working with Macmillan to review our processes, services and customer feedback to identify areas for improvement. We are developing a referral programme to connect our customers with Macmillan’s support services. In addition to these strategic workstreams, we have raised over £455,000 including matched donations from the Santander Foundation. Ukraine support Since the conflict in Ukraine in February 2022, we have been working to support the humanitarian relief effort. Santander UK (including customers, colleagues and the Santander UK Foundation) supported a Banco Santander initiative to aid Ukraine with Santander UK contributing over £455,000 to the Red Cross and UNHCR. In addition, our colleagues can still benefit from 70 hours of matched volunteering time, which was originally doubled from 35 hours during Covid-19, but has been kept open due to the new crisis. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 8 Climate and Ethics Responsible lending As part of the Banco Santander group, we comply with the Equator Principles to factor social, ethical, and environmental impacts into our risk analysis and decision making for qualifying financial transactions. Our Reputational Risk policy and Environmental, Social and Climate Change (ESCC) policy covers oil and gas, power generation and transmission, mining and metals, and soft commodities. It also covers projects or activities within certain sectors located in areas classified as Ramsar Sites, World Heritage Sites or Category I, II, III or IV sites defined by the International Union for Conservation of Nature. Our ESCC policy also prohibits project-related financing for new coal-fired power plant (CFPP) worldwide and we will only work with new clients with CFPPs to provide specific financing for renewable energy projects. In these exceptions, we expect the client to have a credible plan with verifiable targets that show the client will reduce its revenues from coal-powered generation to 10% or below by 2030. Currently, we have no exposure to CFPPs. At 31 December 2022, Santander UK's exposure to fossil fuel sectors was only 0.4% of our total non-financial corporate lending. In line with Banco Santander's 2050 net zero commitment, by 2030 we will eliminate all exposure to thermal coal mining and not provide financial services to power generation clients with more than 10% of revenue from thermal coal. For more on Banco Santander's commitment and approach to carbon-intensive sectors, please see Banco Santander's Climate Finance Report 2021-2022. We review all relationships and transactions with identified ESCC or reputational risks, including human rights, to ensure they are within our risk appetite. Key decisions can be escalated to the Reputational Risk Forum and, if needed, the Board. Green finance Banco Santander's Sustainable Finance Classification System (SFCS) defines what investments can be considered green or social financing. We have applied the SFCS to our lending and identified the following as green financing: renewable energy and other green energy financing; mortgages on properties with A- or B- rated energy performance certificates (EPC); and, financing for electric vehicles, hybrid and PHEV with emissions below 50g CO2/km. The SFCS uses harmonised definitions that provide consistency in tracking, reporting and managing sustainable finance across Banco Santander group. For more on our green finance ambition and performance, see TCFD in the Sustainability and Responsible Banking section in the Santander UK Group Holdings plc Annual Report. Economic crime Our Anti-Financial Crime strategy seeks to deter, detect and disrupt financial crime. All colleagues receive mandatory economic crime training that highlights issues and risks across all types of financial crime. We continue to enhance our award-winning Anti-Financial Crime Academy (AFCA) to deliver targeted, role- specific training. This includes specialist Academies for operational capabilities and business lines performing key anti-financial crime controls, as well as formal training and competence measurement to ensure employees show the required anti-financial crime skills. We have completed our annual Learning Needs Analysis which provides a key input for determining our 2023 anti-financial crime training plan and strategy. By the end of 2022, 60,474 AFCA modules covering all AFC disciplines have been completed by 16,078 individuals across Santander UK. To enhance recognition for those taking AFCA training, we are working with a leading industry body, the International Compliance Association (ICA), to obtain accreditation for AFCA curriculum modules. This will provide an AFCA-ICA certification to employees passing AFCA modules. We maintain strong processes for anti-bribery and corruption and facilitation of tax evasion, in particular risk management measures for relationships with third parties. In 2022, we reaffirmed our senior executive commitment against facilitation of tax evasion by issuing our pledge to all colleagues. We continue to work with external partners to understand and develop best practice integrity standards and we remain a Transparency International UK Business Integrity Forum Gold Member. Economic crime also includes protecting our customers from fraud. Further information can be found in our ESG Supplement. Streamlined Energy and Carbon Reporting In 2022, we used 102,882,982 kWh of energy, a 14% reduction against 2021 (119,562,413 kWh). Greenhouse gas emissions (market-based) were 5,695 tCO2e,10% down from 2021 (6,321 tCO2e). Emissions per employee equate to 0.31 tCO2e in 2022, a decrease from 0.35 tCO2e in 2021. The basis of reporting of SECR information can be found in the TCFD section under Environmental Performance of the Santander UK Group Holdings plc group Annual Report. 2022 2021 2020 Scope 1 tCO2e 4,512 6,074 5,937 Scope 2 tCO2e - Location-based 15,571 18,860 22,014 Scope 2 tCO2e - Market-based 0.4 — — Scope 3 tCO2e - business travel only 1,183 247 515 Total emissions per employee (tCO2e/FTE) 0.31 0.35 0.31 With the easing of Covid-19 travel restrictions, business travel increased in 2022. This resulted in higher Scope 3 emissions compared to 2021. The total distance travelled and related emissions remain significantly below pre-pandemic levels. Our total emissions fell in 2022 due to significant reductions in our gas and electricity consumption. This was largely due to the rationalisation of our office network. We continue to actively manage energy performance across all sites, identifying opportunities to enhance efficiency and optimise energy use. Ongoing energy saving refurbishments include new LED lighting, HVAC upgrades and replacement of fan coil units. Go Green, our environmental engagement initiative for employees gives them practical energy saving tips which help to reduce our energy consumption Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 9 Section 172: Stakeholder voice The Directors are committed to fulfilling their responsibilities under Section 172 of the Companies Act 2006 (s172), ensuring that they take into account the likely impact of any decision in the long-term, as well as the interests of our stakeholders. The Board has identified our customers, employees, regulators, communities and investors as our key stakeholder groups on the basis of their importance in ensuring the continuing success of the Company. Balancing the interests of these five stakeholder groups alongside the interests of the Company is key to ensuring that we operate as a sustainable and responsible business, in line with our strategy. To support the Board and its Committees in their considerations, in 2022 the Corporate Governance Office provided training on how to write good board papers to circa 300 senior members of management. This training included a specific focus on the directors' duties arising from s172 Companies Act 2006 and how management's preparation of their papers plays a key role in ensuring that the Directors can discharge their responsibilities in a fully informed manner. In addition, the proforma paper, which management is required to use for their Board papers, now includes a section on stakeholder considerations. Details of the key issues that we took into consideration in relation to each stakeholder group in 2022 are set out below. The Board delegates a number of matters to its Committees. and more details and examples of stakeholder considerations taken in 2022 can be found in our Committee Chairs reports, particularly the Board Responsible Banking Committee Chairs’ Report, in the Santander UK Group Holdings plc 2022 Annual Report which does not form part of this report. Customers Shareholders People Communities Regulators Customer outcomes Financial performance Culture, conduct and behaviours Financial inclusion and empowerment Meeting regulatory rules and expectations Fraud protection Return on equity Cost of living crisis Community engagement and support Proactively and constructively engaging with the regulators Vulnerable customers Alignment of strategy with our parent company Return to the office Universities programme Responding to regulatory requests Cost of living crisis Meeting sustainability expectations Remuneration Supporting customers' sustainability ambitions Employee value proposition New Consumer Duty Move to Milton Keynes Non-financial information statement This section is produced to comply with Sections 414CA and 414CB of the Companies Act 2006. The information listed is incorporated by cross-reference. Additional non-financial information can be found in our 2022 ESG Supplement, which does not form part of this Annual Report. Reporting requirement Policies and standards Information necessary to understand our business and its impact Page Environmental matters Environmental Policy Top risks Sustainability: Climate and Ethics Sustainability: Environmental, Social and Climate Change (ESCC) Streamlined Energy and Carbon Reporting (SECR) For Climate disclosures, see the Sustainability and Responsible Banking section of the Santander UK Group Holdings plc group Annual Report. 5 9 9 9 Employees People Policies Whistleblowing Policy Ethical Code of Conduct Policy Sustainability: People, Fair Pay & Transparency Chair's report on Corporate governance: Whistleblowing Directors’ report: Ethical Code of Conduct 8 24 35 Human rights Human Rights Policy Sustainability: Responsible lending 9 Social matters Social Ethical Policy Sustainability: Communities Climate and Ethics 8 9 Anti-corruption and anti-bribery Anti-Bribery & Corruption Policy Ethical Code of Conduct Policy Sustainability: Economic crime Risk review: Financial crime risk Directors’ report: Ethical Code of Conduct 9 116 35 Principal risks and impact of business activity Risk review 37 Description of business model Business model 4 Non-financial key performance indicators The KPIs of the Santander UK Group Holdings plc group can be found in its 2022 Annual Report which does not form part of this report. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 10 Sustainability and Responsible Banking Banco Santander has set out commitments to be a net zero bank by 2050. We are implementing the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD), and taking action to meet the expectations set by the PRA, BoE and FCA. This requires wide-ranging collaboration both within the bank and externally to develop the tools and methodologies needed. As such, we have adopted a unified approach across the Santander UK Group Holdings plc group and therefore present TCFD disclosures on that basis in the Santander UK Group Holdings plc group Annual Report. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 11 Financial review Contents Income statement review 13 Summarised Consolidated Income Statement 13 Profit before tax by segment 14 Balance sheet review 15 Customer balances 15 Treasury 16 Key capital metrics 16 Key funding and liquidity metrics 16 Alternative Performance Measures (APMs) 16 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 12 Income statement review SUMMARISED CONSOLIDATED INCOME STATEMENT 2022 2021 £m £m Net interest income 4,425 3,949 Non-interest income(1) 531 550 Total operating income 4,956 4,499 Operating expenses before credit impairment (charges)/write-backs, provisions and charges (2,343) (2,510) Credit impairment (charges)/write-backs (320) 233 Provisions for other liabilities and charges (419) (377) Total operating credit impairment (charges)/write-backs, provisions and charges (739) (144) Profit from continuing operations before tax 1,874 1,845 Tax on profit from continuing operations (480) (492) Profit from continuing operations after tax 1,394 1,353 Profit/(loss) from discontinued operations after tax — 31 Profit after tax 1,394 1,384 Attributable to: Equity holders of the parent 1,394 1,365 Non-controlling interests — 19 Profit after tax 1,394 1,384 (1)Comprises 'Net fee and commission income' and 'Other operating income'. A more detailed Consolidated Income Statement is contained in the Consolidated Financial Statements. 2022 compared to 2021 Profit from continuing operations after tax up 3%. –Net interest income up 12% up 14bps largely due to the impact of base rate increases. –Non-interest income down 3%, due to the £71m gain on sale of our UK head office in 2021. –Operating expenses before credit impairment (charges) / write-backs, provisions and charges down 7% largely due to lower transformation programme spend following significant restructuring in 2021. This programme has embedded lower operational costs and improved the efficiency of the business which should help to mitigate the impact of inflation. –Credit impairment charges of £320m driven by the deterioration in the economic environment, including higher interest rates, lower GDP, and lower house prices, as well as the risk that higher inflation could impact lending repayments. These charges followed write-backs of £233m in 2021. Loans entering arrears remained low. Arrears stock on mortgages remains low with 0.62% greater than 90 days past due (2021: 0.79%)(2). In Corporate and Commercial Banking, we have seen a small number of single name defaults emerge in Q4-22 –Provisions for other liabilities and charges up 11%, largely related to the £108m penalty for shortcomings in our AML controls between 31 December 2012 and 18 October 2017. We also continued to see a rise in scams with increased fraud charges of £153m in 2022 (2021: £74m). These were partially offset by lower transformation programme charges following significant restructuring in 2021. Discontinued operations relate to the CIB segment which was moved to SLB under a Part VII banking business transfer scheme, completed on 11 October 2021. (1) Arrears over 90 days past due: credit cards 0.49% (2021: 0.45%), UPLs 0.61% (2021: 0.51%), overdrafts 2.24% (2021: 2.10%), Consumer Finance 0.44% (2021: 0.36%). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 13 PROFIT BEFORE TAX BY SEGMENT(2) Continuing operations The segmental information in this Annual Report reflects the reporting structure in place at the reporting date in accordance with the segmental information in Note 2 to the Consolidated Financial Statements. Retail Banking Consumer Finance Corporate & Commercial Banking Corporate Centre Total 2022 £m £m £m £m £m Net interest income 3,671 180 580 (6) 4,425 Non-interest income/(expense)(1) 209 195 146 (19) 531 Total operating income 3,880 375 726 (25) 4,956 Operating expenses before credit impairment (charges)/write-backs, provisions and charges (1,682) (144) (342) (175) (2,343) Credit impairment (charges)/write-backs (262) (27) (31) — (320) Provisions for other liabilities and charges (394) (6) (8) (11) (419) Total operating credit impairment (charges)/write-backs, provisions and charges (656) (33) (39) (11) (739) Profit from continuing operations before tax 1,542 198 345 (211) 1,874 2021 Net interest income/(expense) 3,356 233 397 (37) 3,949 Non-interest income(1) 205 178 112 55 550 Total operating income/(expense) 3,561 411 509 18 4,499 Operating expenses before credit impairment (charges)/write-backs, provisions and charges (1,701) (163) (365) (281) (2,510) Credit impairment (charges)/write-backs 98 33 90 12 233 Provisions for other liabilities and charges (185) 4 (34) (162) (377) Total operating credit impairment (charges)/write-backs, provisions and charges (87) 37 56 (150) (144) Profit from continuing operations before tax 1,773 285 200 (413) 1,845 (1)Comprises 'Net fee and commission income' and 'Other operating income'. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 14 Balance sheet review CUSTOMER BALANCES This section analyses customer loans and customer deposits at a consolidated level and by business segment. The customer balances below exclude Joint ventures, as they carry low credit risk and therefore have an immaterial ECL, and Other items, mainly accrued interest that we have not yet charged to the customer's account, and cash collateral. A reconciliation between the customer balances below and the total assets as presented in the Consolidated Balance Sheet is set out in the Risk review. Consolidated 2022 2021 £bn £bn Customer loans 215.7 207.3 Other assets(1) 69.5 79.8 Total assets 285.2 287.1 Customer deposits 189.9 186.2 Total wholesale funding 62.9 65.2 Other liabilities 18.0 19.6 Total liabilities 270.8 271.0 Shareholders' equity 14.4 16.1 Non-controlling interest — — Total liabilities and equity 285.2 287.1 (1) At 31 December 2022, includes £49m of property assets classified as held for sale. Further analysis of credit risk on customer loans is set out in the Credit risk section of the Risk review. 2022 compared to 2021 –Customer loans increased £8.4bn, with £9.6bn of net mortgage lending. –Customer deposits increased £3.7bn, following successful eSaver and ISA campaigns in H2-22. –Other assets and other liabilities decreased, primarily reflecting our approach to liquidity management in 2022. –Total wholesale funding decreased, with total term funding of £57.8bn (2021: £60.1bn). –Shareholders' equity decreased, largely due to cash flow hedging of our debt issuance and pension remeasurement. Customer loans by segment 2022 2021 £bn £bn Retail Banking 191.8 183.0 Consumer Finance 5.4 5.0 CCB1 18.5 19.3 Corporate Centre1 — — Total 215.7 207.3 (1) CCB customer loans includes £4.5bn of CRE loans (2021: £4.4bn). In Q4-22 we transferred £1.5bn (2021: £2.3bn) of Social Housing loans to our CCB segment from Corporate Centre to reflect the way these are managed, and restated comparatives accordingly. Customer deposits by segment 2022 2021 £bn £bn Retail Banking 161.8 157.0 CCB1 24.8 26.5 Corporate Centre1 3.3 2.8 Total 189.9 186.2 (1) In Q4-22 we transferred £0.4bn of non-core liabilities (2021: £0.9bn) to our CCB segment from Corporate Centre to reflect the way these are managed, and restated comparatives accordingly. Retail Banking customer deposits by portfolio 2022 2021 £bn £bn Current accounts 76.6 80.7 Savings accounts 67.0 57.8 Business banking accounts 12.2 13.1 Other retail products 6.0 5.4 Retail Banking customer deposits 161.8 157.0 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 15 Treasury KEY CAPITAL METRICS 2022 2021 £bn % £bn % Capital CET1 capital 10.8 15.4 10.8 16.1 Total qualifying regulatory capital 14.3 20.4 14.8 21.9 2022 compared to 2021 Capital ratios well above regulatory requirements –The CET1 capital ratio decreased 70bps to 15.4%. This was largely due to regulatory changes that took effect on 1 January 2022 and a special dividend paid in December 2022. The regulatory changes included the reintroduction of the full CET1 software asset deduction, and implementation of new definition of default regulatory guidance. The impact of increased RWAs and the special dividend were partially offset by post dividend retained earnings. We remain strongly capitalised with significant headroom to minimum requirements and MDA –Total capital ratio decreased by 150bps to 20.4%, due to lower CET1 capital ratio as outlined above as well as the reduction in Additional Tier 1 and Tier 2 capital securities recognised following the end of the CRR Grandfathering period on 1 January 2022. –We paid £1.0bn interim dividends, £300m of which was a special dividend (2021: £1.3bn). These were paid following review and approval by the Board in line with our dividend policy. KEY FUNDING AND LIQUIDITY METRICS 2022 2021 £bn £bn Total wholesale funding and AT1 64.9 67.4 of which TFSME 25.0 31.9 of which with a residual maturity of less than one year 11.0 10.2 LCR 157% 168% RFB DolSub LCR 152% 166% 2022 compared to 2021 Strong funding across a range of diverse products –Total wholesale funding decreased, with £6.9bn TFSME repayment. Funding costs improved with maturities refinanced at lower cost. Alternative Performance Measures (APMs) In addition to the financial information prepared under IFRS, this Annual Report contains non-IFRS financial measures that constitute APMs, as defined in European Securities and Markets Authority (ESMA) guidelines. The financial measures contained in this Annual Report that qualify as APMs have been calculated using the financial information of the Santander UK group but are not defined or detailed in the applicable financial information framework or under IFRS. We use these APMs when planning, monitoring and evaluating our performance. We consider these APMs to be useful metrics for management and investors to facilitate operating performance comparisons from period to period. Whilst we believe that these APMs are useful in evaluating our business, this information should be considered as supplemental in nature and is not meant as a substitute for IFRS measures. A description of the Santander UK group’s APMs and their calculation, is set out below. APM Description and calculation Non-interest income Net fee and commission income plus other operating income. Stage 3 ratio The sum of Stage 3 drawn and Stage 3 undrawn assets divided by the sum of total drawn assets and Stage 3 undrawn assets. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 16 Governance Our governance Contents The UK Corporate Governance Code 2018 (the Code) sets out the framework for premium listed companies in the UK. Although the Company does not have premium listed shares on the London Stock Exchange, compliance with the Code is appropriate for a Company of our size and systemic importance to the UK economy. This Governance section details how the Company has applied and complied with the principles and provisions of the Code. Any principles and provisions of the Code that are not complied with are detailed in the Directors' Report. Governance 17 Corporate Governance report 18 Chair's report on corporate governance 18 Directors' Remuneration report 25 Remuneration policy report 25 Remuneration implementation report 28 Directors' report 32 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 17 Our Board and governance structure Maintaining high standards of corporate governance is an essential element to ensure the long-term sustainable success of the Company. In addition to the UK Corporate Governance Code 2018 (the Code) (the standard against which we measure ourselves), we also have internal governance practices and rules, principally: –The UK Group Framework, which defines clearly our responsibilities and relationship with Banco Santander SA, our ultimate shareholder, taking account of our fiduciary and regulatory responsibilities. This gives us the autonomy to discharge our responsibilities in the UK in line with best practice as an independent board while giving Banco Santander SA the oversight it needs. Clarity of roles and responsibilities is key to ensuring proper accountability for decisions and outcomes. –The Corporate Governance Framework, which is designed to assist the Board of Directors in discharging their responsibilities and ensuring an appropriate scheme of delegation throughout the Santander UK group. The Corporate Governance Framework is reviewed regularly by the Board to confirm that governance arrangements remain effective. The corporate governance structure is supported by the internal control and risk management systems. An important principle, applied throughout the Corporate Governance Framework, is that delegation of executive authority is to individual office holders, who may delegate aspects of their authority to others, as appropriate. Executive Committees have been established to support individuals in discharging their responsibilities. The role and responsibilities of the Board The Board is collectively responsible for promoting the success of Santander UK for the benefit of its stakeholders, taking into account the likely impact of their decisions in the long- term, as well as the interests of our other stakeholders and to its contribution to the wider society. The Board’s schedule and activities are planned to make sure that Directors have regard to the matters necessary to promote the success of the Company, including the broader implications of their decisions for the Company’s stakeholders including its shareholder. Details of how the Board has achieved this are set out in the Section 172: Stakeholder Voice in the Strategic report. Our statement of compliance with the Code can be found in the Directors' Report. The key decisions and matters reserved for the Board's approval, such as the long-term strategy and priorities, are set out in the Corporate Governance Framework. The Board is supported by its Committees which make decisions and recommendations on matters delegated to them under the Corporate Governance Framework. This enables the Board to spend a greater proportion of its time on strategic, forward- looking matters. Board Committees The Committees play an essential role in supporting the Board, giving focused oversight of key areas and aspects of the business and their roles and responsibilities are set out in their Terms of Reference which are available at aboutsantander.co.uk and which do not form part of this Annual Report. The Terms of Reference are regularly reviewed by each Committee to make sure they remain appropriate. Each Committee comprises Non-Executive Directors (NEDs) and a Chair. Except for the Board Nomination and Board Risk Committees which have one Banco Santander Group appointed Non- Executive Director (GNED), all Board Committees are composed of Independent Non-Executive Directors (INEDs) only. Having assessed this in light of the Code recommendations we are satisfied that the Committees will continue to be able to discharge their duties professionally, effectively and efficiently. As the Santander UK Group Holdings plc and Santander UK plc Committees meet substantively simultaneously, they also continue to have the opportunity to benefit from the broader INED group's skills and experience. The Board and Board Committees of Santander UK plc also met independently from the Board and Board Committees of Santander UK Group Holdings plc twice in 2022. Board meetings in 2022 There were 11 Board meetings in 2022. Meetings of the Company were held concurrently with Santander UK Group Holdings plc. This model is supported by a number of ring-fencing safeguards to enable the Santander UK plc Board to operate in this way including the appointment of three ring-fenced bank Double Independent NEDs (DINEDs) (one of whom is the senior ring- fencing Director) and a Ring-Fenced Bank Risk Officer. Regular updates are provided to the Board by the Committee Chairs, CEO, CFO, CRO and myself as Chair. I, as Chair, also held a number of meetings with the NEDs without the Executive Directors (EDs) present. There is a comprehensive and continuous agenda setting and escalation process in place to ensure that the Board has the right information at the right time and in the right format to enable the Directors to make the right decisions. As Chair, I lead the process, assisted by the CEO and Company Secretary, and this ensures that sufficient time is set aside for strategic discussions and business critical items. Together with the Committee Chairs, we ensure Board and Committee meetings are structured to facilitate open discussion, debate and challenge. The NEDs also receive regular updates from management to give context to current issues. How governance contributes to the delivery of our strategy Our governance arrangements contribute to the development and delivery of our strategy in various ways, including by taking accountability and responsibility, and ensuring information flows and independent insight from the NEDs. All Directors are collectively responsible for the success of the Company. The NEDs exercise objective judgement in respect of Board decisions, and scrutinise and challenge management constructively. They also have responsibilities concerning the integrity of financial information, internal controls and risk management. The Board is responsible for overseeing and developing our strategy and policies, overseeing risk and corporate governance and monitoring progress towards meeting our objectives and annual plans and monitoring its implementation by the CEO, supported by his wider executive management team. In 2022, the Board regularly reviewed progress against its delivery of the three year business plan. The Board is accountable to our shareholder for the proper conduct of the business and seeks to represent the interests of all stakeholders. The Board has identified the following key stakeholders: Customers, Employees, Regulators, Communities and Investors. Views of the workforce at the Board Our colleagues are a key stakeholder, central to the delivery of our strategy, and the Board is committed to ensuring continuous engagement with them. Annemarie Durbin is the designated NED responsible for ensuring that the views of the workforce are made known to the Board. In 2022, as well as extensive reporting on people issues to the Board, Annemarie participated in focus groups, management forums and development workshops. She also had regular meetings with the Head of Culture, Inclusion and Experience to discuss matters such as the employee voice and engagement survey results. With effect from 1 March 2023, Lisa Fretwell replaced Annemarie Durbin as the designated NED representing the views of the workforce on the Company and Santander UK Group Holdings plc. Board activities I, together with the CEO and Company Secretary, and supported by the Directors and senior management, make sure that the Board has an appropriate schedule for the year. This is focused on the opportunities to drive growth and profitability of the business, transformation to support the future success of the business, business performance and risk management and customer experience and outcomes. It includes the Company's digital strategy, ensuring the Company is run in a responsible and sustainable way in the interests of its stakeholders, and ensuring that the Company’s culture is aligned with its purpose, values and strategy. The Board ensures regular contact with management and colleagues through a number of means. These include inviting relevant business and function heads to present to the Board or its Committees on latest developments; Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Chair’s report on corporate governance Annual Report 2022 Santander UK plc 18 permitting observers as part of individual senior managers’ development plans; scheduling regular meetings for Committee Chairs to meet with relevant senior managers; site visits by one or more NEDs; and topical or technical workshops. Senior leaders are also available to the NEDs for advice and support. The Board regularly monitors progress against the strategic priorities and performance targets of the business, and in 2022, once again held a separate Board Strategy Day. In advance of the Board Strategy Day, a workshop was held focused on disruption by Fintechs and Neobanks, which was designed to set the scene for the discussions on how and where we want to grow and invest, in the context of an evolving competitive landscape. Presentations at the Board Strategy Day considered the current macro environment, discussing potential changes to the Employee Value Proposition (including the future 'Ways of Working'), before the Board considered and explored opportunities to further grow the business. The day concluded with a presentation by the CEO on potential investments and the financial impact, recognising the trade off between returns and market share/revenue growth. In 2022, the Board and its Committees received deep dives on a number of areas (e.g. Consumer Duty, Climate Change and ILAAP) and externally facilitated workshops to consider important topics in depth and to engage with key stakeholders. To ensure the most effective use of the time at Board meetings, in addition to the delegation of certain responsibilities to the Board Committees, held informal discussions with Board members. The INEDs also met on several occasions without management and once without me present to assess my performance. More details of the Board activities in 2022 are set out at the end of this report. Culture The Board recognises the importance of culture, as a mechanism to support the long-term sustainable success of the Company. The Board are responsible for setting and overseeing our culture and values as well as monitoring progress on its development. The Board are committed to creating a culture of inclusivity and belonging, as well as creating a healthy culture environment. Throughout the year the Board has received feedback on our culture via a number of mechanisms including engagement with the workforce directly and through the NED chosen to represent the views of the workforce, as well as receiving reports from colleague surveys considering matters including future ways of working and wellbeing. The Board also seeks to ensure that workforce policies and practices are consistent with the Company's values and supports its long-term sustainable success. Board responsibilities As Chair, I have overall responsibility for the leadership of the Board and for ensuring its effectiveness in all aspects of its operation. These responsibilities are formalised in the Corporate Governance Framework. The composition of the Board helps to ensure that no one individual or small group of individuals dominates the Board's decision- making. The diversity of skills, experience and background on the Board enables the Board to provide constructive challenge and strategic guidance and to offer specialist advice. There is a clear division of responsibilities between the leadership of the Board and the executive leadership of the business. The responsibilities of the Chair, CEO, SID and NEDs and all Board Committees are agreed by the Board and set out in writing (as part of the Corporate Governance Framework) and are publicly available on our website at www.aboutsantander.co.uk, which does not form part of this Annual Report. Board membership At 31 December 2022, the Board of Santander UK Group Holdings plc consisted of the Chair (independent on appointment), three INEDs, two EDs and two GNEDs. The Santander UK plc Board, at 31 December 2022, consisted of the Chair (independent on appointment), six INEDs, two EDs and three GNEDs Biographies of the Directors are available at www.aboutsantander.co.uk which does not form part of this Annual Report. A record of Directors who served in the year is shown in the Directors' Report. The letters of appointment for INEDs and GNEDs are available at the Company’s registered office and at the Annual General Meeting. Through the Board Nomination Committee, we make sure there is the right mix of individuals on the Board, giving an appropriate balance of knowledge, skills, experience and perspectives. Our aim of ensuring orderly succession for Board positions is supported by continuous and proactive processes. We take into account our strategic priorities and the main trends and factors affecting the sustainability and success of the business. We oversee and regularly review the development of a diverse pipeline for succession. Changes to Board membership are set out in the Directors' report. In 2022, we appointed Mike Regnier as CEO (following Nathan Bostock's departure on 1 April 2022) and Lisa Fretwell as an INED, effective from 1 January 2022. These appointees have valuable skills and experience of financial services, digital, strategy and transformation. All aspects of diversity form part of our Board succession planning process. Board attendance The Directors’ attendance at the Board meetings held in the year is set out below. Meetings of the Board are generally held concurrently with the Santander UK Group Holdings plc Board, with business specific to each company identified and recorded as appropriate, reflecting the decisions taken by the Board of the relevant entity. Scheduled meetings attended Ad hoc meetings attended Chair William Vereker 8/8 3/3 Independent Non-Executive Directors Annemarie Durbin 8/8 2/3 Chris Jones 8/8 3/3 Ed Giera 8/8 3/3 Lisa Fretwell 1 8/8 3/3 Mark Lewis 8/8 3/3 Nicky Morgan 8/8 2/3 Banco Santander Group nominated Non-Executive Directors Dirk Marzluf 8/8 1/3 Antonio Simoes 8/8 2/3 Pamela Walkden 8/8 3/3 Executive Directors Nathan Bostock 2 2/2 2/2 Duke Dayal 8/8 3/3 Mike Regnier 3 6/6 1/1 1 Lisa Fretwell was appointed on 1 January 2022 2 Nathan Bostock resigned on 1 April 2022 3 Mike Regnier was appointed on 1 April 2022 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Chair’s report on corporate governance continued Annual Report 2022 Santander UK plc 19 Monitoring independence The Board Nomination Committee monitors whether there are relationships or circumstances which may affect a Director's independence, and have concluded that all NEDs are independent in character and judgement. I, as Chair, was independent on appointment when assessed against the circumstances set out in Provision 10 of the Code. No INEDs have a material relationship with the Company nor receive additional remuneration to Directors' fees. In addition, no INEDs serve as Directors of any external companies or affiliates in which any other Director is also a Director. Monitoring Director time commitment, interests and fees The Board Nomination Committee is responsible for oversight of Conflicts of Interest. Each Director has a duty under the Companies Act 2006 to avoid a situation in which they have or may have, a direct or indirect interest that conflicts, or may conflict, with the interests of the Company. This duty is in addition to the existing duty Directors owe to the Company to disclose to the Board any interest in a transaction or arrangement under consideration by the Company. In 2022, the Board Nomination Committee continued to review the time commitment and Directors' potential conflicts of interest to ensure that any such conflicts are managed appropriately and in compliance with CRD IV and ring-fencing requirements. In accordance with Provision 15 of the Code, Directors are required to seek prior approval from the Board before taking up external appointments. External appointments are disclosed to the Board, before appointment, with an indication of time involved. All directors continue to devote sufficient time to their roles at the Company. No significant external appointments were undertaken by any Directors. The Articles of Association contain provisions that allow the Board to consider and, if it sees fit, authorise situational conflicts. These powers have operated effectively and the formal system for Directors to declare their interests and for the non-conflicted Directors to authorise situational conflicts continues to be in place. Any authorisations given are recorded by the Company Secretary and Directors are asked to certify, on an annual basis, that the information in the register is correct. The level of fees paid to INEDs for Board and Board Committee chair and membership were unchanged in 2022, although, following a review, it was decided to pay fees for some of the director responsibilities which had previously not been remunerated. For more, see the Remuneration Implementation Report. The right information and support The Chair, supported by the Company Secretary, ensures that all Board members receive appropriate and timely information. All Directors have access to the advice of the Company Secretary and the Company provides access, at its expense, to the services of independent professional advisers in order to help the Directors discharge their role. This also applies to Board Committees. Board composition Ensuring the right balance of skills, experience, independence and knowledge on the Board is the responsibility of the Board Nomination Committee. Succession Planning The Board Nomination Committee is responsible for ensuring plans are in place for orderly succession to both Board and senior management positions, and oversees the development of a diverse pipeline for succession. Board and Committees' evaluation The annual evaluation, which is typically facilitated externally at least once every three years, highlights areas of further development to enable the Board to continuously improve its performance. I, as Chair of the Board, with the support of the Board Nomination Committee, lead the Board in considering and responding to the annual review of the Board and Committees' effectiveness, including the performance of individual Directors. In 2022, I asked the Company Secretary to undertake an internally facilitated review of the effectiveness of the Board and Board Committees. In addition, in 2022, the Board continued to monitor progress against actions for the 2021 externally facilitated review of Board effectiveness. Director induction and training The Company Secretary supports the Chair in designing individual inductions for NEDs, which include site visits and cover topics like strategy, balance sheet and capital, key risks and current issues including the legal and regulatory landscape. Directors who take on new roles or change roles in the year (such as becoming a member of a new Board Committee) attend induction or handover meetings as appropriate. Committee Chairs, with the Committee secretaries, agree Committee specific training, as appropriate. Directors are also given the opportunity to undertake further training so that they are fully comfortable with their role on the Board and to enable them to contribute to the long-term success of the Company. Group structure and ring-fencing governance arrangements The substantive business of the Santander UK group continues to be conducted by Santander UK plc, our principal ring-fenced bank (RFB). Ring- fenced banks operate within governance rules defined and overseen by the PRA who have granted Santander UK plc certain ring-fencing governance rule modifications, subject to various safeguards. This allows for certain overlaps of the Board and senior management of Santander UK Group Holdings plc and Santander UK plc, recognising our ownership structure and chosen ring-fencing business model. At 31 December 2022, the three DINEDs of Santander UK plc were Annemarie Durbin, Mark Lewis and Nicky Morgan. In addition, Annemarie Durbin acts as the SRD of Santander UK plc. Appointment and retirement of Directors The Company's Articles of Association require each Director to retire every year at the Annual General Meeting and any Director may offer themselves for re-election by members. For more, see the Directors’ report. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Chair’s report on corporate governance continued Annual Report 2022 Santander UK plc 20 Summary of Board activities in 2022 The Board aims to consider the views of all impacted stakeholders, whilst acting in the best interests of the Company and its members as a whole, as set out in Section 172: Stakeholder Voice in the Strategic report. Activities in 2022 included: Theme Action taken by the Board and outcomes Strategy including One Europe and Banco Santander –Following on from the Board Strategy Day, considered and challenged management’s proposals to enhance our proposition across the Everyday Banking and Homes businesses. –Reviewed our customer proposition and experience, including a deep dive on our Net Promoter Score (NPS) and initiatives to improve the NPS trend, and customer interactions strategy, including changes to the branch operating model. –Reviewed and challenged our marketing and brand strategy and positioning, with a view to developing a coherent brand narrative aligned with our ambition to be a ‘digital bank with a human touch’. –Considered specific M&A market opportunities to accelerate growth. –Reviewed initiatives and opportunities to collaborate and leverage resources and capability across the Europe region and the Banco Santander group, including a common payments platform and, banking application (OneApp). –Considered disruption in the financial services market including the impact of neobanks and fintechs and digital currency and blockchain technology. Business, Customer and Transformation –Reviewed, challenged, and approved the 3-year business plan (2023-2025) and the annual budget, including assumptions underpinning the plan given the rapidly evolving macroeconomic environment and investment to support a resilient and sustainable operating environment and associated risk assessments. –Reviewed, challenged and remained apprised of the performance of the business divisions and functions, strategic business opportunities, developments with customer experience and the Company's transformation programme. –Considered financial crime, including approval of risk appetite and oversight of programmes to accelerate controls enhancement and regulatory engagement, as well as back book remediation. –Considered and endorsed the IT transformation programme including clear milestones and investment to align IT infrastructure and systems with business requirements and bring IT risk within Board Risk Appetite. Regulation, Balance Sheet and Capital –Reviewed, challenged and approved the ICAAP, ILAAP, adequacy and effectiveness of stress-testing and capital management, AT1 payments and ordinary and preference share dividend payments in line with PRA guidance. –Submitted to the Bank of England results of the annual cyclical and solvency stress test submissions. –Submitted a self-assessment of resolvability to the PRA in line with the Bank of England Resolvability Assessment Framework. –Considered the future regulatory landscape and implications, including approval of the Consumer Duty implementation plan. – A number of Board members also participated in workshops delivered to the Board Audit Committee on the evolution of the IFRS 9 approach and supporting models. Risk and control –Received regular enterprise-wide risk updates from the CRO, together with updates on specific risks, such as third-party outsourcing, IT, data management, financial crime, fraud, climate change and inflation. The Board closely monitored overall operational risk given the ongoing execution of the extensive transformation agenda. –Approved/adopted changes to the Risk Framework as part of the annual review, including the introduction of a new minimum standard to ensure each business area and risk type considers risks posed by climate change. –Received annual reports on whistleblowing and cyber security, considering the effectiveness of such arrangements. –Reviewed and approved relevant submissions related to the Operational Resilience Programme. –Approved the submission to the BoE of results from the Climate Biennial Exploratory Scenario Stress tests for climate risks. People and Culture –Received updates on issues including talent management & succession planning, gender pay gap and diversity & inclusion. – Utilised regular reports on culture, including employee feedback to identify cultural priorities and alignment with the Company's long term strategic direction. – Considered colleagues' ways of working and opportunities to optimise the real estate portfolio. – Considered succession planning across all key control, support functions and business functions. Governance and Responsible Banking – Reviewed, challenged and approved the Annual Report. – Received regular verbal updates of Board Committee activity from their respective Committee Chairs. – Approved a revised Banco Santander Subsidiary Governance Model for subsidiaries, and certain Corporate Frameworks. – Approved the education and social mobility strategies. – Approved the recommendations and resulting action plan for the 2021 externally facilitated Board evaluation, and the incremental recommendations arising from the internally facilitated Board evaluation in late 2022. – Approved policies including a new Board level Conflicts of Interest Policy, Board Diversity & Inclusion Policy, Policy for the Suitability, Selection and Succession of Board members and Policy on Regulatory Documents on the recommendation of the Board Nomination Committee. – A number of Board members also participated in workshops delivered to the Board Responsible Banking Committee to discuss the Company's climate strategy and supporting business initiatives; and consider the impact of initiatives implemented so far and next steps in fraud prevention. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Chair’s report on corporate governance continued Annual Report 2022 Santander UK plc 21 Summary of Board Committee activities in 2022 Our Board Committees conduct their business concurrently with the Santander UK Group Holdings plc Board Committees to ensure alignment of practices, policies and procedures. The following reports detail the governance arrangements, practices and activities of both committees. More information can be found in each of the Committee Chair's Reports in the Santander UK Group Holdings plc 2022 Annual Report. Board Nomination Committee Committee composition Scheduled meetings Ad hoc meetings William Vereker (Chair) 7/7 2/2 Annemarie Durbin 7/7 2/2 Ed Giera 7/7 2/2 Pamela Walkden 7/7 1/2 Other attendees at Committee meetings in 2022 included the CEO, Chief People Officer, Director, Performance & Reward, and Director, Culture & Capability. The Committees are responsible for, amongst other things: –Identifying, nominating and recommending candidates for appointment to the Board. –Regularly reviewing the structure, size and composition of the Board and its Committees. –Overseeing the evaluation of Board and Board Committee performance. –Reviewing corporate and internal governance matters. Key activities in the year Succession planning The Committees lead a formal, rigorous and transparent process for the identification, nomination and recommendation of candidates for appointment to the Board and senior management positions. Part of this process is ensuring that there are succession plans in place for both Board and key management positions encompassing internal and external candidates, and that there is a skills, experiences and diversity matrix which maps each Director's attributes against those which are most relevant for the Board, taking into account the future strategic direction of the Company and its needs. As well as tracking the Board's strengths, this matrix is used to identify gaps in its desired collective skills profile. While appointments are based on the merit of the individual candidates and objective criteria, we also aim to promote diversity, in its broadest sense, to complement and strengthen the overall Board and its Committees' skills, knowledge and experience. Any appointment also takes account of all legal and regulatory requirements. In 2022, a significant proportion of the Committees' time was devoted to succession planning, and in particular identifying successors for Chris Jones, Chair of the Audit Committee, and Ed Giera, Senior Independent Director and Chair of the Risk Committee. Both will step down by 2024 after serving as Directors for nine years. To ensure a thorough handover, the Committees were keen to start the selection process early. Hedley May, an external search consultant with whom the Company and individual Directors have no other relationship, were engaged to assist with the search and selection process. A preferred candidate to succeed Chris Jones as the Board Audit Committees Chair has been identified (subject to regulatory approval) but as the appointment process remains ongoing we will report on it more fully in next year’s Annual report, together with details of the induction programme arranged for the new director. The Committees also reviewed the additional roles that the NEDs take on, such as the Whistleblowers’ Champion and Workforce Engagement representative to reallocate some of these when the current incumbents retire. Nicky Morgan was appointed to the new role of Consumer Duty Champion for Santander UK plc. Board effectiveness Following the detailed and comprehensive external evaluation by Boardroom Review Limited, in 2022 an internal review of the Board and its Committees was conducted by the Company Secretary, assisted by the Head of Internal Governance. Interviews were held with Board members and the Executive Committee members were asked to complete a survey on the Board’s performance. The review concluded that the Board and its Committees continue to operate effectively, with notable improvements now that recently appointed Directors, including the CEO and I, have settled into our roles and established strong relationships with the Banco Santander group. Additional strengths identified were the fostering of an open and transparent atmosphere and the blend of skills and experience on the Board. The review also identified some opportunities for improvement including: –Oversight of ESG and Responsible Banking - given the increasing importance of these matters, the Board should ensure enough time is allocated to discuss them across the year. –Agenda planning, Board time and Board materials - there is still room for improvement in these areas and the Chair and Company Secretary will work to enhance the scheduling and operation of Board vs Board Committee meetings. –Board Committee composition – undertake a review of the Board Committee composition to ensure knowledge is spread among Directors while meeting regulatory requirements. –Emerging market themes and competitor benchmarking – ensuring the Board remain appraised of market activity. –Strengthening our alignment with the Banco Santander group – fostered through the attendance of Banco Santander group directors and executives at UK meetings as appropriate, including the Board Strategy Day, and regular Board visits to Madrid. The Board fully considered the recommendations from the internal evaluation and agreed an action plan which will be regularly reviewed by the Committees in 2023. In 2022, I also conducted individual Directors’ assessments and the SID undertook an assessment of my performance. Diversity, inclusion and engagement with stakeholders During the year, the Committees considered updates to our Board Diversity and Inclusion Policy. The Board aims to maintain at least two female members and aims to have 40% female representation by 2025, previously having a minimum of 33%, and overall aim of 50% female representation on the Board by 2030. We are also committed to maintaining at least one member from an ethnic minority background. Currently, one of our Directors is from an ethnic minority, and 33% of the Board are female. Our commitment to the HM Treasury Women in Finance Charter continues, with the aim to create gender balance by setting a target of 50% (+/-10%) women in senior roles (excluding Board members) by the end of 2025. At 31 December 2022, 28% of Executive Committee members were female, 34% of Executive Committee members' direct reports were female and our senior manager female population (mid to senior manager roles) was 33%. Our representation of Asian, Black and other Minority Ethnic colleagues in senior roles (excluding Board members) increased in 2022, broadly in line with our internal growth target to achieve our ambition of 14% (+/-2%) by 2025. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Chair’s report on corporate governance continued Annual Report 2022 Santander UK plc 22 Board Risk Committee Committee composition Scheduled meetings Ad hoc meetings Ed Giera (Chair) 10/10 1/1 Chris Jones 10/10 1/1 Annemarie Durbin 10/10 0/0 Mark Lewis 10/10 0/0 Nicky Morgan 10/10 1/1 Lisa Fretwell 10/10 0/0 Pamela Walkden 10/10 0/0 Other attendees at Committee meetings in 2022 included the Board Chair, CEO, CFO, Chief Internal Auditor, CRO and External Auditors. The Committee is authorised by the Board to –Advise the Board on the enterprise wide risk profile, Risk Appetite and strategy. –Review the enterprise wide risk profile through business updates from the First Line of Defence and regular reports on each key risk type from the Second Line of Defence. –Provide advice, oversight and challenge to embed and maintain a supportive risk culture. –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 Risk Framework. –Review the capability to identify and manage new risks and risk types. –Consider and review all risks and issues escalated by the Chief Risk Officer, and their associated action plans. –Oversee and challenge the day-to-day risk management actions and oversight arrangements and adherence to risk frameworks and policies. –Oversee the adequacy of the governance arrangements we have in place. The Committee undertook a thorough assessment of the Company's emerging and top risks, including financial, operational, and compliance controls. Our top risks and emerging risks are discussed in the Risk Review section of this report. The process for identifying, evaluating, and managing the Company's emerging and top risks is integrated into the overall risk governance framework. Regularly, the Committee reviews and discusses a consolidated enterprise-wide risk report to ensure that they are satisfied with the overall risk profile, risk accountabilities, and mitigating measures. Board Audit Committee Committee composition Scheduled meetings Ad hoc meetings Chris Jones (Chair) 10/10 0/0 Ed Giera 10/10 0/0 Lisa Fretwell 10/10 0/0 Annemarie Durbin 10/10 0/0 Nicky Morgan 10/10 0/0 Mark Lewis 04/04 0/0 Other attendees at Committee meetings in 2022 included the Board Chair, CEO, CFO, Chief Internal Auditor, CRO, Financial Controller, Director of Financial Reporting and the external auditor. The Committee is authorised by the Board to provide oversight of: –Integrity of the financial statements of the Company and any formal announcements relating to its financial performance, including underlying significant financial reporting judgements and estimates. –Internal financial control effectiveness. –The relationship with our external auditors including their independence and objectivity, audit scope and effectiveness of the audit process in respect of their statutory audit of the annual financial statements. –Internal Audit function effectiveness. –Recovery and Resolution planning. –Whistleblowing arrangements. Key activities in the year Internal Audit –Considered the 2023 Audit Plan and annual report for recommendation to the Board. –Monitored progress against the 2022 Audit Plan. Financial reporting Significant financial reporting issues including judgements and estimates The use of assumptions or estimates and the application of management judgement is an essential part of financial reporting. This is considered by the Committee on at least a quarterly basis. The External Auditors also consider these areas as part of their audit of the annual financial statements. More information on the External Auditors' work is set out in their audit report. In 2022, we focused on the following significant reporting matters in relation to financial accounting and disclosures: Credit impairment charges –Noted that applying management judgements on IFRS 9 ECL provisioning was difficult given the unusual and unique circumstances due to the cost of living crisis, and the reduction of Covid-related risks. Provisions and Contingent Liabilities –Continued to scrutinise the level and adequacy of customer remediation, litigation and other regulatory provisions and challenged the reasonableness of management’s assumptions throughout the year. Defined benefit pension schemes –Reviewed management's approach to illiquid assets valuation where there continues to be inherent uncertainty as their values are based on unobservable market inputs. Reviewed the proposal to continue to use the unaudited flash valuations provided by our private equity advisors, following review of the testing carried out against final audited valuations, and the conclusion that this is management’s best estimate of the value. Other Areas –Reviewed the outcome of management’s annual impairment assessments for goodwill and the cost of Santander UK Group Holdings plc's investment in the Company and noted the increase in headroom in the year. Oversight of external auditors External Auditors PwC were appointed in 2016 and their independence was considered and monitored throughout the year. We were satisfied that PwC continued to meet the independence requirements. Ian Godsmark became lead audit engagement partner from June 2022 following the resignation of Laura Needham from PwC. Based on a formalised assessment, the Committee satisfied itself as to the rigour and quality of PwC’s audit process. Non-audit fees We have a robust policy on non-audit services provided by our external auditors. Non-audit services were under continuous review throughout 2022 to determine that 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 assignments require advance approval, either by the Chair (or in his absence his alternate), under delegated authority for amounts under £250,000 plus VAT or, if larger, by the Committee. This process is in addition to the requirement for all non-audit fees to be approved by the Banco Santander Audit Committee. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Chair’s report on corporate governance continued Annual Report 2022 Santander UK plc 23 Internal Audit The Committee has approved the Internal Audit Charter and receives regular updates on the operational effectiveness of the Internal Audit function to confirm that it maintains its independence and to ensure its quality, experience and resourcing is appropriate. This is supplemented by regular interactions between the Chief Internal Auditor and the Committee Chair. We also receive feedback on interactions between Internal Audit, management and our external auditors. A review is conducted every five years to evaluate the Internal Audit function in respect of its conformance with the standards of the Chartered Institute of Internal Auditors (CIIA), as well as its performance and effectiveness compared to industry peers and good practice. The next review is due in 2023 and a thorough process to select an external provider to carry out the review has been undertaken. Whistleblowing The Committee oversees Santander UK's whistleblowing arrangements including continuous refinement of our processes to align with evolving best practice. Santander UK recognises the importance of creating an environment where colleagues feel safe and able to Speak Up. Speaking Up is a core behaviour at Santander UK and there are a number of ways colleagues can do this, including raising a concern via Santander UK's Whistleblowing Team. The Disclosure Committee 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. Effectiveness As part of the internally facilitated Board evaluation carried out during the year, the Committee's performance was assessed and it was concluded that the Committee continues to perform effectively. Board Responsible Banking Committee Committee composition Scheduled meetings Ad hoc meetings Nicky Morgan (Chair) 4/4 0/0 Annemarie Durbin 4/4 0/0 Lisa Fretwell 4/4 0/0 Ed Giera 4/4 0/0 Chris Jones 4/4 0/0 Mark Lewis 4/4 0/0 Other attendees at Committee meetings in 2022 included the CEO, Director of Corporate Communications and Responsible Banking, Chief People Officer, CRO, Director of Compliance, Chief Customer Officer, Everyday Banking, and Chief Customer Officer, Homes. The Committee is authorised by the Board to –Oversee the operation of the business and subsidiaries to ensure they act in a responsible way, promoting their long-term success having due regard to the interests of the Company's stakeholders. –Support management in shaping and driving the responsible banking agenda of the business across a broad spectrum of areas including customers, culture, diversity and inclusion, conduct, communities and climate change and the environment (the Board Risk Committee is responsible for overseeing the risks associated with climate change). Board Remuneration Committee Committee composition Scheduled meetings Ad hoc meetings Annemarie Durbin (Chair) 6/6 2/2 Ed Giera 6/6 2/2 Chris Jones 6/6 1/2 Mark Lewis 6/6 2/2 Other attendees at the Committee meetings in 2022 included the CEO, Chief People Officer, Performance and Reward Director, Head of Performance and Reward and the Committees' Independent Adviser. The CRO and Director of Compliance (DoC) join the meetings regularly to give updates and recommendations on risk performance and potential remuneration risk adjustments. The Committee is authorised by the Board to –Set the overarching principles and parameters of remuneration policy across Santander UK. We do so in consultation with the RFB Committee to ensure that the RFB is able to comply with its legal and regulatory obligations, including its ring-fencing obligations. –Oversee implementation of remuneration policies, including considering and approving the remuneration arrangements (including bonuses) for EDs and senior executives. We approve individual remuneration awards and also changes to senior executive incentive plans. –Approve the framework by which colleagues are designated as Material Risk Takers (MRT) and oversee MRT remuneration arrangements, including bonuses. Details of the structure of our remuneration arrangements and the activities of the Remuneration Committee in the year are provided in the Remuneration Committee Chair's Report, Remuneration Policy and Implementation Reports. William Vereker Chair 1 March 2023 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Chair’s report on corporate governance continued Annual Report 2022 Santander UK plc 24 Basis of preparation This report has been prepared on behalf of the Board by the Board Remuneration Committee. We comply with the statutory reporting obligations for large private companies. Furthermore, we applied the UK Corporate Governance Code 2018 (the Code) and complied with the Provisions other than where stated in the Directors' Report. In addition, we comply with other listed disclosure requirements to the extent considered appropriate taking into account our ownership structure. Accordingly, several voluntary disclosures relating to remuneration are presented in this report. Remuneration policy for Executive Directors (EDs) Our remuneration policy, which applies to EDs, is outlined below. Remuneration is structured in two elements: fixed and variable pay. Fixed pay is set at market competitive levels appropriate for the role. Variable pay rewards the delivery of internal financial targets, key strategic priorities and individual performance, subject to risk adjustment. Remuneration policy applicable to Executive Directors in the year Fixed pay Principle and description Policy Base salary –To attract and retain EDs of sufficient calibre and with the skills to deliver our strategy, taking into account the demands and complexity of the role. –Base salaries are normally reviewed annually. In reviewing base salaries the Committee considers a number of factors, including: –the skills required and responsibilities of the role alongside the market value of those attributes; –the requirement for base salaries to be set at a level to avoid inappropriate risk taking; –base salary increases across the colleague population; and –prevailing market and economic conditions. Pension arrangements –To provide a discrete element of the package to contribute towards retirement. –All EDs receive a cash allowance in lieu of pension in line with the wider workforce average, currently 9% of salary. Other benefits –To offer a competitive package and to support employee wellbeing. –Including but not limited to: private medical insurance for EDs and their dependants, life assurance, health screening, and relocation allowances where relevant. –Access to Santander UK’s all-employee share schemes on the same terms as all UK employees. Variable pay Principle and description Policy Variable pay plans –The Variable Pay Plan aims to motivate EDs to achieve and exceed annual internal targets within Santander UK’s Risk Appetite and aligned with our business strategy and values. –Multi-year deferral and delivery in Banco Santander SA shares aligns EDs’ interests to the long-term interests of Santander UK. Further performance testing also applies for the CEO. –Part of the award is deferred according to the requirements of the PRA Rulebook (Remuneration Part). –The long-term Transformation Incentive Plan recognises the collective achievement of key financial and non-financial targets associated with the bank's ongoing transformation. –Bonus awards under the Variable Pay Plan are discretionary and determined by reference to performance against a scorecard of financial and non- financial goals, as well as individual performance. –40% of any bonus awarded is paid upfront after the performance year ends, and delivered at least half in shares. –60% of the bonus awarded is deferred and delivered in equal tranches over years three to seven, with each tranche delivered at least half in shares. –For the CEO, the first three of five deferred award tranches are subject to further performance testing, which may reduce or increase the payout. –The Transformation Incentive is based on performance assessed over a three year period with further deferral into cash and share based awards in line with regulatory requirements. –Share based awards are subject to a minimum twelve-month retention period following vesting. –Malus and clawback provisions apply to variable pay for up to ten years following the grant of an award. –The structure of variable pay awards means EDs acquire a meaningful shareholding in Banco Santander SA which may extend for a significant period post-employment. In addition, the CEO is subject to a Shareholding Policy, which ensures alignment with the long-term interests of Banco Santander shareholders. The requirement under the policy is set at two times the incumbent’s net salary upon appointment. A formal post- employment shareholding requirement is therefore not in place. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Remuneration policy report Annual Report 2022 Santander UK plc 25 Our remuneration policy continues to meet regulatory requirements. Santander UK applies a 2:1 variable to fixed pay cap in line with approvals granted to Banco Santander SA by its shareholders. For control function roles, a lower ratio of 1:1 is normally applied. Executive remuneration policies and principles Our core values of Simple, Personal and Fair drive our remuneration policy. We focus on delivering a reward framework that is easily understood, tailored to individual roles, competitive and fair. The key drivers of our Remuneration Policy Alignment to culture –To design policies aligned to the long-term success of the business, which support the delivery of our strategy and reinforce our values. –To base variable pay on a balanced scorecard of quantitative and qualitative metrics which reflect our strategic priorities across Customers, Shareholders, People and Communities. This ensures that our day-to-day activities align with Santander UK’s strategic priorities which focus on customer loyalty and experience, simplification, improved efficiency and sustainable growth while aiming to be the best bank for all our stakeholders. Simplicity –To ensure our approach to remuneration is transparent and easily understood. –To operate clear structures to support each colleague to link their contribution to the success of the organisation. Risk –To apply a consistent approach to reward for all our employees which upholds our prudent approach to Risk Appetite set as part of a Santander UK-wide framework. Risk adjustment occurs at an individual and bonus pool level. –To provide a package that is balanced between fixed and variable pay, and short-term and long-term horizons, which aligns to our strategy whilst promoting prudent risk management. –To ensure remuneration is compliant with applicable regulations and legislation. Fairness –To take into account an assessment of the EDs' performance against objectives set at the start of the year covering a range of financial, non- financial, quantitative and qualitative criteria. –To set robust and stretching internal targets and reward exceptional performance. –To attract, retain and motivate employees of the highest calibre by providing total remuneration which reflects individual and Company performance, is competitive, reflects the responsibilities of the role and drives the organisation’s growth and transformation. –To consider wider employee pay and conditions when determining pay of our Executives. Clarity –The Committee reviews remuneration reporting on an annual basis against principles of best practice and developments in corporate governance, including the Code. Our reporting is designed to be transparent to promote effective stakeholder engagement, whilst reflective of our structure. Predictability –The Committee annually reviews the variable pay opportunity for individuals and the basis of the bonus pool calculation. Due to commercial sensitivity, these are not disclosed as per the provisions of the Code. Directors’ remuneration is within the variable pay cap as approved by Banco Santander SA shareholders and set out above. On recruitment When appointing a new ED, base salary is set at a market competitive level appropriate for the role, taking into consideration a range of factors including role scope and responsibilities, internal and external peer groups, relevant experience, and affordability. Unless determined otherwise, any new ED will receive a pension allowance in line with the wider workforce average, currently 9% of salary. Benefits available will typically be aligned to the wider employee population. Remuneration will be established in line with the Remuneration Policy, as set out in the EDs’ remuneration structure table in this report. Relocation support and international mobility benefits may also be given. Where provided, relocation assistance will normally be a capped amount for a limited time. In cases of international mobility, the Committee will have discretion to offer benefits and pension provisions which reflect home country market practice and align to relevant legislation. Buy-out awards Compensation may be provided to EDs recruited externally for the forfeiture of any awards on leaving their previous employer. The Committee retains discretion to make such compensation as deemed appropriate to secure the relevant individual’s employment and will ensure any such payments align with both the long-term interests of Santander UK and the prevailing regulatory framework. Such payments will be in line with the awards foregone as a result of leaving the previous employer taking into account value, form of awards, vesting dates and the extent to which performance conditions applied to the original awards. Service agreements The key terms and conditions of employment are set out in individual service agreements. These agreements include a notice period of six months from both the ED and the Company. The agreement reserves a right for the Company to terminate employment immediately with a payment in lieu equal to the ED's fixed pay for the notice period. In the event of termination for gross misconduct, neither notice nor payment in lieu of notice is required. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Remuneration policy report continued Annual Report 2022 Santander UK plc 26 Termination payments The remuneration impact of an ED leaving the Company, including treatment of variable pay and/or any termination payment will reflect the terms of the service agreements, relevant scheme rules, regulatory requirements and the Committee’s policy relevant to the reason for leaving. Outstanding variable pay awards will generally lapse on termination, other than where an individual is considered a ‘good leaver’. Where an ED is a good leaver, eligibility to variable pay awards will normally subsist until the relevant scheduled payment dates and will remain subject to performance where relevant. The Committee determines whether an ED is a good leaver. Usual good leaver circumstances include but are not limited to: injury, ill-health, disability, redundancy, retirement and death. The Committee may, at its discretion, determine an ED a good leaver in any other circumstances. A framework is in place to guide the Committee to determine the discretionary circumstances when good leaver status is appropriate. Other than a payment in the event of redundancy, there are generally no other payments upon termination of employment for EDs. In the event of a change in control, any outstanding variable pay awards will be treated in line with the relevant scheme rules, taking into account applicable regulatory requirements. Risk and Performance adjustment We continue to meet the regulatory requirements in respect of risk and performance adjustment. All variable remuneration is subject to adjustment for current and future risks through our Additional Risk Adjustment Standard which is linked to our Board approved Risk Appetite. The Standard provides both a formula-based assessment against Santander UK’s Risk Appetite and an additional qualitative risk event assessment that can reduce the bonus pool or individual awards to nil at the Committee’s discretion. Our Individual Remuneration Adjustment Standard provides a framework for the process, governance and standards relevant for decisions in relation to individual performance adjustments following an incident, including the application of malus and clawback. Performance adjustments may include, but are not limited to: –reducing an award for the current year; –reducing the amount of any unvested deferred variable remuneration; –requiring an award which has not yet been paid to be forfeited; and –requiring repayment on demand (on a net basis) of any cash and share awards received at any time for a period of up to ten years following the date of award. The Committee has full discretion to prevent vesting of all or part of an amount of deferred remuneration and/or to freeze an award during an ongoing investigation in a number of circumstances, including: –colleague misbehaviour, misconduct or material error; –material downturn in the performance of Santander UK or a relevant business unit; and –Santander UK or a relevant business unit suffering a material failure of risk management. When determining variable pay awards for individuals performing roles across Santander UK plc and Santander UK Group Holdings plc, the Santander UK Group Holdings plc Board Remuneration Committee will apply any necessary discretion based on factors related to UK group entities outside of Santander UK plc. This discretion is subject to validation by the Santander UK plc Board Remuneration Committee. The Committee seeks input from the Chair of the Board, Chair of the Board Risk Committee, Chair of the Board Audit Committee, Chief Risk Officer, Director of Compliance, Chief People Officer and Chief Internal Auditor when determining whether any performance or risk adjustments are required. Policy for all employees Our performance and reward approach across the Company supports our business strategy, rewards strong performance and reinforces our values within the approved risk management framework. The general principles of the Remuneration Policy broadly apply across all colleagues where appropriate, and are designed to facilitate recruitment, motivation and retention whilst driving performance. The composition of remuneration packages for EDs is aligned with the broader colleague population, comprising salary, benefits, workforce aligned pension provisions and eligibility for discretionary variable pay dependent on role and responsibility. The Committee annually approves the operation of variable reward schemes for all our colleagues to ensure they reward appropriate behaviour and do not incentivise activities which are outside risk appetite. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Remuneration policy report continued Annual Report 2022 Santander UK plc 27 Introduction This section of the report outlines how our Remuneration Policy was implemented for 2022. Variable Pay Plan To incentivise and reward EDs for achieving superior and sustained performance, our Directors participate in an annual variable incentive plan. A balance of financial and non- financial performance metrics are selected annually by the Committee and are aligned with our strategy as measured over the financial year. Multi-year deferral and delivery in Banco Santander SA shares ensure that EDs’ interests are aligned to the long-term interests of the business. Further long-term performance testing also applies for the CEO. Both upfront and deferred awards are made at least half in shares or share-linked instruments. The deferred element is delivered over seven years. Effective 2022 and for the CEO only, the first three deferred tranches of awards are subject to further performance testing against long-term metrics. Awards delivered in shares or share-linked instruments are subject to an additional one-year retention period from the point of delivery. The 2022 Variable Pay Plan pool was determined based on a range of metrics using a balanced scorecard approach as follows: Quantitative assessment A quantitative assessment is undertaken against a balanced scorecard of financial and non- financial metrics that are key to Santander UK’s 2022 strategy. Performance metrics are reviewed annually to ensure continued alignment with strategy and, for 2022 a simplified scorecard comprised: –Customers (Net Promoter Score, Loyal Customers and Total Customers) –Shareholders –ROTE –RORWA (where an accelerator could apply subject to ROTE and Capital generation) –Sustainability (Financial Empowerment) –People (Employee Engagement and a Diversity and Inclusion multiplier). A profit underpin applies which requires Profit after Tax to remain positive in order to pay any award, with a reduced pool should profit reduce substantially from the prior year. Qualitative assessment A qualitative assessment adds context to the quantitative assessment and ensures a balanced view of performance is taken. Performance is assessed across metrics including but not limited to: customers (conduct risk), profitability (results and costs) and responsible banking. Banco Santander Group Multiplier The Committee has the discretion to adjust the pool upwards or downwards to reflect overall Banco Santander performance if appropriate. Regional Adjustment A Regional Adjustment was introduced in 2021, to reflect the UK's contribution to performance of the Banco Santander group's European Region (comprising Spain, Portugal, Poland and the UK). Exceptional Adjustment Exceptional adjustments allow for unexpected factors or additional internal targets not covered by the quantitative or qualitative assessments to be reflected in variable pay outcomes. UK-focused risk adjustment The UK-focused risk adjustment is linked to Santander UK’s Risk Appetite and provides both a formula-based assessment against Risk Appetite and an additional qualitative risk event assessment overlay. Consideration is given to risk appetite limit breaches including but not limited to: customers, conduct, operational, reputational and financial crime risk. This can result in a downward risk adjustment of up to 100% of the bonus pool or individual awards at the discretion of the Committee. The Committee reviews and approves remuneration governance and frameworks on an annual basis to ensure continued compliance with the relevant regulatory rules, including for ring-fencing. Individual assessment The allocation of the pool is based on an individual's performance, taking into account a range of factors. Specifically an individual's performance is assessed 50% against the delivery of priorities (the 'What'), 40% against the behaviours exhibited to deliver these priorities (the 'How') and 10% on Risk. Deferred long-term awards Effective 2022, performance testing applies to a portion of the deferred awards for the CEO. Prior to 2022, this applied to all EDs. Any outstanding deferred awards granted to EDs prior to 2022 will remain subject to performance testing. Performance testing applies to the first three deferred tranches of the 2022 awards (36% of the total award) which are payable in 2026, 2027 and 2028. Performance is measured over a three- year period 2023 to 2025. The performance measures for 2022 awards are relative TSR, ROTE and ESG metrics. Following the performance assessment, the level of awards will be adjusted accordingly. To drive performance, these measures can now both reduce and increase the overall value of the deferred awards. Transformation Incentive Plan This is a one-off long-term incentive plan which is designed to recognise the achievement of financial targets and an enhanced customer experience, whilst maintaining appropriate conduct controls and risk management, over the course of our transformation period. Awards under the plan will be assessed over the period 1 January 2021 to 31 December 2023. Awards are granted half in cash and half in share- based units (linked to the Banco Santander SA share price), and will vest in accordance with regulatory requirements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Remuneration implementation report Annual Report 2022 Santander UK plc 28 2022 Business Performance and Impact on Remuneration In the context of continued economic uncertainty and high inflation, our priority remains supporting our customers and people. Despite this challenging operating environment, the hard work of our colleagues has helped us to deliver a strong set of results. Strong profit performance was driven by net mortgage lending. Both our customer deposits and customer loans grew as part of our prudent balance sheet management. We retained our 14 million customers throughout the year and for the first time the number of digital customers accounts for half our customer base. Our ongoing transformation programme has realised considerable savings which has helped mitigate the impact of rising inflation whilst allowing us to continue to improve our customer experience and deliver against our strategic priorities of being a responsible and sustainable business. Whilst the Committee acknowledged this strong performance, it also recognised the seriousness of the penalty imposed by the FCA in December 2022 relating to historical anti-money laundering controls between 2012 and 2017 and the importance of reflecting this, alongside other factors, in determining variable pay awards. The failings and penalty were therefore taken into account as part of the quantitative and qualitative steps in the 2022 bonus pool determination, with a further discretionary adjustment applied. Context for decision making The Committee ensures that broader remuneration policies and practices for employees across the Santander UK group are taken into account when setting policy for executive remuneration. The Committee reviews remuneration trends across the Santander UK group including the outcome of any pay negotiations with our recognised trade unions and considers the relationship between executive remuneration and that of other Santander UK group employees, as well as remuneration in the wider UK market when making decisions on executive pay. A particular focus of the Committee during the year has been the impact of the cost of living crisis on our colleagues. Several management initiatives designed to support our people, particularly the lowest paid, were endorsed by the Committee during the year. In addition, a review of all cost of living initiatives was undertaken at year end to ensure that the approach taken was both fair and effective. The cost of living crisis was considered carefully by the Committee when determining EDs' 2022 variable pay awards and remuneration for 2023. The Committee oversees broader workforce remuneration policies and practices, the implementation of remuneration and related employment policies across Santander UK and the salary and variable pay awards for all Material Risk Takers. It also approves the design of any material performance-related pay plans. As part of the monitoring of pay, the following is considered: –Santander UK’s engagement with its recognised trade unions on pay and benefits matters for all colleagues; –Annual pay reviews for the general employee population; –Santander UK group-wide pension and other benefit provisions; –The design of and overall spend on variable incentive arrangements; and –An assessment of conduct across the business. The Committee is focused on ensuring that colleagues are not subject to undue pressures or inappropriately incentivised. This is monitored using existing employee engagement indicators including engagement surveys. The Committee always considers the broader stakeholder environment when setting policy or reaching decisions on executive pay. Summary of remuneration arrangements for the Chief Executive Officers Nathan Bostock stepped down as CEO effective 1 April 2022 to take up a position within Banco Santander. As such, he retains the right to deferred variable pay awards and was eligible for a pro-rated bonus to reflect time served in 2022. During the year, Santander UK welcomed Mike Regnier who was appointed CEO on 1 April 2022. Details of Mike’s remuneration are disclosed in the Executive Directors’ remuneration table below. Executive Directors’ remuneration Total remuneration of each ED for the years ended 31 December 2022 and 2021. Mike Regnier (3) Nathan Bostock (4) Duke Dayal (5) 2022 2021 2022 2021 2022 2021 £000 £000 £000 £000 £000 £000 Salary and fees 1,123 - 420 1,680 1,000 958 Taxable benefits (1) 2 - 154 45 522 523 Pension 101 - 38 151 88 86 Total fixed pay 1,226 - 612 1,876 1,610 1,567 Bonus (paid and deferred) (2) 1,139 - 398 1,864 1,901 1,567 Total variable pay 1,139 - 398 1,864 1,901 1,567 Total remuneration (6) 2,365 - 1,010 3,740 3,511 3,134 (1) Taxable benefits for the Executive Directors comprise a range of benefits including, but not limited to, private health care, life cover and car benefit. Included in the 2021 and 2022 figures for Duke Dayal is a relocation allowance of £500,000 p.a.. (2) The 2021 Variable Pay Plan awards made to Nathan Bostock and Duke Dayal have been restated to account for 36% of the awards being subject to long-term metrics. Performance against these metrics can decrease the award to 0% and may not increase the award value. Previously the value of the Variable Pay Plan awards have been disclosed in full which has resulted in an overstatement post the application of performance conditions. The value of the 2021 Variable Pay Plan subject to long-term performance conditions (currently Nathan Bostock: £1,048,680 and Duke Dayal: £715,748) will be disclosed at the close of the performance period. Effective 2022, 36% of the CEO's 2022 Variable Pay Plan award will be subject to long-term performance metrics assessed over three years. No other executive, aside from the CEO, will be subject to long- term performance metrics. Performance against these metrics can increase the value of this element by up to 25% of original value, or decrease the award to 0%. The value of both the current and former CEOs' 2022 Variable Pay Plan awards not subject to performance conditions, i.e. 64%, are disclosed above. The value subject to further performance conditions (currently Mike Regnier: £640,588 and Nathan Bostock: £223,864) will be disclosed at the close of the performance period upon vesting. (3) Mike Regnier was appointed as CEO on 1 April 2022. Upon appointment, Mike Regnier was awarded guaranteed variable remuneration of £660,648 to compensate for remuneration forgone from his previous employer. This has not been included in the Total Remuneration value above. (4) Nathan Bostock stepped down as CEO on 1 April 2022. The figures above reflect remuneration received whilst serving as a Board Director. No further payments are due. (5) An additional one-off award was delivered to Duke Dayal in recognition of his contribution to regulatory projects during his service with Santander Holdings USA prior to joining the Company, and subject to Santander UK plc corporate and individual performance conditions during 2021. The value of the award is £294,532, and is included in the bonus value for 2021. (6) Tony Prestedge was appointed as an Executive Director on 16 December 2020 and stepped down on 28 July 2021. In 2022, Tony Prestedge received payments in lieu of notice totalling £172,856. No further payments are due. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Remuneration implementation report continued Annual Report 2022 Santander UK plc 29 Stakeholder views During 2022, Santander UK continued to engage with key stakeholders on remuneration related matters including its main regulators, the PRA and FCA. Regular engagement takes place with our shareholder to ensure there is alignment with remuneration constructs across the wider Banco Santander group while meeting all regulatory requirements and expectations. The outcome of these discussions drives our bonus pool construct. In addition to her role as RFB Committee Chair, Annemarie Durbin performs the designated NED role, with responsibility to further enhance the employee voice in the boardroom on matters associated with organisational culture. This is set out in further detail in the Chair's report on Corporate Governance. Frequent colleague pulse surveys were conducted throughout 2022. This 'Your Say' function has enabled colleagues to share thoughts and ideas more frequently and anonymously all year round. Alongside other virtual listening forums, this gives a more frequent gauge of employee sentiment. Additionally, discussions are conducted with union representatives during the annual pay review cycle and on relevant employee reward matters on a more frequent basis. CEO pay ratio Santander UK is committed to delivering fair pay which attracts, retains and motivates colleagues of the highest calibre across all grades. In line with this commitment, the Committee has oversight of compensation across the organisation, including pay ratios, and considers this when determining reward outcomes. We continue to voluntarily disclose the ratio of the CEO’s total remuneration to that of colleagues. The CEO's pay mix is weighted more heavily towards variable pay to incentivise the achievement of stretching internal targets and long-term value creation. This can lead to greater variability in total remuneration. In contrast, the typical pay mix of our less senior colleagues places more emphasis on fixed pay, to ensure earnings offer security and certainty, and to meet our commitment to colleague financial wellbeing. Changes in the ratio are therefore influenced by the differences in remuneration structure, rather than an increase in pay disparity. The ratio has decreased from 96:1 (re-stated and explained in footnote 4 below) in 2021 to 84:1 in 2022. The reduction in pay ratio is attributable to a number of different factors. These include an increase in average total remuneration amongst the employee population, and a reduction in the CEO remuneration package year-to-year. In assessing the pay ratio, the Committee is confident that the Company's policy on remuneration is fair and consistent with our all-employee pay policies. Advice and support provided to the Committee As permitted by its Terms of Reference, the Committee has engaged the advice and support of Deloitte LLP (Deloitte) as independent remuneration consultants at the expense of the Company. Total fees (excluding VAT) for advice and support provided to the Committee in 2022 were £176,600 (2021: £199,050). Deloitte was first appointed as Adviser to the Committee following a formal tender process conducted in 2015. Following a further tender process in 2022, Deloitte was reappointed as the Committees' advisor. Deloitte's independence and effectiveness will continue to be reviewed annually. Deloitte is a founding member of the Remuneration Consultants Group and voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK. The Committee is satisfied that the Deloitte engagement partner and team that provides remuneration advice to the Committee do not have connections with Santander UK that may impair their independence, following review in 2022. In 2022, Deloitte also provided unrelated tax, advisory, risk, assurance and consulting services to Santander UK. By Committee invitation, the Chair, CEO and designated representatives from business functions attend meetings as appropriate to advise on HR, Risk, Legal and Regulatory matters in support of the Committee's work. Attendees included the Chief People Officer, Performance & Reward Director, CRO and Company Secretary. CEO pay ratio Methodology (1) 25th percentile Median 75th percentile 2022 CEO pay ratio (5) Option A 119:1 84:1 49:1 2021 CEO pay ratio (4) Option A 140:1 96:1 54:1 2020 CEO pay ratio Option A 88:1 64:1 37:1 CEO remuneration (3) 25th percentile (2) Median (2) 75th percentile (2) 2022 CEO pay ratio £ £ £ £ Total salary £1,543,366 £23,644 £32,833 £51,199 Total remuneration £3,374,795 £28,361 £40,294 £69,416 (1) Employee pay is calculated based on the 'Option A' methodology. We have chosen Option A as it gives the most reliable and accurate result by calculating a comparable single figure for each employee. (2) Employee pay data is based on full time equivalent pay for Santander UK plc employees. This excludes a small number of employees in the rest of the Santander UK group. Including those employees results in a ratio consistent with the above. For each employee, total remuneration is calculated based on fixed pay accrued in the 2022 financial year, and variable pay is either based on actual bonuses in respect of the 2022 year (where these are available) or modelled target bonuses where actuals are not yet available. (3) The CEO's total remuneration is aligned to that disclosed in the Executive Directors' remuneration table on the previous page. (4) The 2021 ratios are re-stated above. These were originally calculated based on fixed pay accrued within the 2021 year, in addition to target bonuses for eligible colleagues. The 2021 ratios have now been recalculated using 2021 fixed pay and bonuses paid in 2022 in respect of 2021 for all employees. The CEO's 2021 total remuneration has been restated to account for a component of that award being subject to long-term metrics, in line with the approach to the Executive Directors’ remuneration table. (5) The values used for the current and former CEOs' 2022 Variable Pay Plan awards are the same as those stated in the Executive Directors’ remuneration table i.e. the component which is not subject to performance conditions is used for the CEO pay ratio calculation above. The calculation also excludes the award of guaranteed variable remuneration of £660,648 made to Mike Regnier upon joining, to compensate for remuneration foregone from his previous employer. Relative importance of spend on pay 2022 2021 Change £m £m % Profit from continuing operations before tax 1,874 1,845 2 Total employee costs 1,159 1,183 (2) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Remuneration implementation report continued Annual Report 2022 Santander UK plc 30 Chair and Non-Executive Director remuneration The Chair’s fee is reviewed and approved by the Committee. The fees paid to NEDs are reviewed and approved by the CEO and the Chair. Fees are reviewed annually taking into account the market rate and time commitment for the role. The Chair is paid an all-inclusive base fee. NEDs are paid a base fee, with a supplement for serving on or chairing a Board Committee. All NEDs 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 12 months’ written notice is required. Neither the Chair nor the NEDs have the right to compensation on the early termination of their appointment beyond payments in lieu of notice at the option of Santander UK. In addition, neither the Chair nor the NEDs are eligible for pension scheme membership or incentive arrangements Chair and Board Committee member fees 1 January 2022 1 January 2021 £000 £000 Chair (inclusive of membership fee) 675 675 Board member 95 95 Additional responsibilities Senior Independent Director 45 45 Chair of Board Risk Committee 65 65 Chair of Board Audit Committee 60 60 Chair of Board Responsible Banking Committee 60 60 Chair of Board Remuneration Committee 60 60 Membership of Board Risk Committee 30 30 Membership of Board Audit Committee 25 25 Membership of Board Responsible Banking Committee 25 25 Membership of Board Remuneration Committee 25 25 Chair of Litigation and Contentious Regulatory Board Sub-Committee 8 — Senior Ringfencing Director 8 8 Designated NED to represent views of the workforce 8 8 2022 Fees 2021 Fees 2022 Expenses 2021 Expenses 2022 Benefits 2021 Benefits 2022 Total 2021 Total Non-Executive Directors £000 £000 £000 £000 £000 £000 £000 £000 Chair William Vereker (1) 675 675 — — 2 2 677 677 Independent Non-Executive Directors Annemarie Durbin (7) 265 265 1 — — — 266 265 Lisa Fretwell (2) 175 — 10 — — — 185 — Ed Giera (3) 280 280 — — — — 280 280 Chris Jones 239 235 2 4 — — 241 239 Mark Lewis 183 183 8 4 — — 191 187 Nicky Morgan (8) 211 83 6 4 — — 217 87 Banco Santander Group nominated Non-Executive Directors (6) Dirk Marzluf — — — — — — — — Antonio Simoes (4) — — — — — — — — Pamela Walkden (5) 125 31 2 — — — 127 31 (1)William Vereker's taxable benefit relates to private health care. (2)Lisa Fretwell was appointed on 1 January 2022. Fees received are in respect of services from that date. (3)Ed Giera’s 2021 fee has been restated to reflect fees earned in respect of 2021 (reduced by £7,000 to remove payments made in 2021 for services rendered as Senior Independent Director in 2020). (4)Antonio Simoes was appointed on 30 April 2021. (5)Pamela Walkden was appointed on 1 October 2021. Fees received are in respect of services from that date. (6)With the exception of Pamela Walkden, none of the Banco Santander Group nominated Non-Executive Directors received any fees or expenses. (7)Annemarie Durbin's fees include £15,000 in relation to her services as Chair of Cater Allen Ltd. (8)Nicky Morgan was appointed on 10 August 2021. Fees received are in respect of services from that date. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Remuneration implementation report continued Annual Report 2022 Santander UK plc 31 Introduction The Directors submit their report together with the financial statements for the year ended 31 December 2022. The information in the Directors’ Report is unaudited, except where indicated. Corporate structure, Subsidiaries and Branches Santander UK plc is a subsidiary of Banco Santander SA, a Spanish retail and commercial bank with a market share in ten core countries in Europe and the Americas. Santander UK was formed from two former building societies, Abbey National and Alliance & Leicester, together with the branch network and savings business of Bradford & Bingley, and has operated under a single brand since 2010. Santander UK plc is a wholly-owned subsidiary of Banco Santander SA and all of its ordinary shares are unlisted and held by Santander UK Group Holdings plc, which is a wholly owned subsidiary of Banco Santander SA. The Company’s preference shares are listed on the London Stock Exchange and both the Company and Santander UK Group Holdings plc have other equity instruments in the form of AT1 securities listed on various securities exchange markets, including the London Stock Exchange and Euronext Dublin. In addition, the Company and Santander UK Group Holdings plc are subject to US Securities Exchange Act reporting requirements as they have debt securities registered in the United States. The Santander UK group consists of a parent company, Santander UK plc, incorporated in England and Wales, and a number of directly and indirectly held subsidiaries and associates. The Company 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. As a result of ring-fencing implementation in 2018, and requirements set out in the Financial Services (Banking Reform) Act 2013, Santander UK plc and its subsidiaries comprise of only entities whose business is permitted under the Act as a ring-fenced bank. For more information, see Note 19. Results and dividends For details of the results for the year, see the Income Statement in the Consolidated Financial Statements. For more on dividends, see Note 10. Details of Santander UK’s activities and business performance in 2022, together with an indication of the outlook, are set out in the Strategic report and the Financial review. Events after the balance sheet date There have been no material post balance sheet events, except as set out in Note 43. Directors Biographies of the Directors are available on the Company website. Details of their emoluments and interests in shares are outlined in the Directors’ Remuneration Implementation report. For more on changes to the composition of the Board, see the Chair’s report on Corporate Governance. Appointment and retirement of Directors All Directors are appointed and retire in accordance with the Company’s Articles of Association, the UK Companies Act 2006 and the UK Group Framework. The Directors are required to retire every year at the Annual General meeting and may offer themselves for re- election. Lisa Fretwell was appointed to the Board on 1 January 2022 as an INED and Mike Regnier joined the Board on 1 April 2022, as an Executive Director and CEO. Nathan Bostock resigned as an Executive Director and CEO on 1 April 2022. Directors’ indemnities Directors’ and Officers’ liability insurance cover was in place throughout the year, in addition to a deed of indemnity 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 until such time as any limitation periods for bringing claims against the Directors have expired. The Directors, including former Directors who resigned in the year, benefit from these deeds of indemnity which 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 affiliated companies, including former Directors who resigned in 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 Santander UK’s remuneration policies are consistent with its strategic objectives and are designed with its long-term success in mind. Communication Santander UK aims to involve and inform employees on matters that affect them. The intranet is a focal point for communications and the ‘AskHR’ website connects employees to all the information they need about working for Santander UK. We also use face-to-face communication, such as team meetings and roadshows for updates. Santander UK regularly considers employees’ opinions and asks for their views on a range of issues through regular engagement and surveys. For more information, on colleague engagement and initiatives, see the Strategic Report. Employee Designated Non-Executive Director Annemarie Durbin is the Santander UK Employee Designated NED representing the views of employees in the Boardroom. For more information see the Section 172: Stakeholder Voice section. Consultation with Employees Santander UK has a successful history of working in partnership with its recognised trade unions, Advance and the Communication Workers Union (CWU), who collectively negotiate on behalf of approximately 99.5% of our UK workforce. Both trade unions are affiliated to the Trades Union Congress. We consult Advance and the CWU on significant proposals including those relating to change across the business at both national and local levels. 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). Those employees who are designated as Material Risk Takers receive part of their annual bonus awards in Banco Santander SA shares/share linked instruments. Details of the plans and the related costs and obligations can be found in the Share-based payments and compensation sections in Notes 1 and 36. Disability Santander UK is committed to equality of employment, access and quality of service for disabled people and complies with 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. We are a Disability Confident Employer achieving the 'Leader' level. We are committed to giving full and fair consideration to employment applications by disabled people, having 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 in the workplace. Engagement with stakeholders and employees Santander UK recognises the importance of fostering relationships with its principal stakeholders and that this is key to the long-term success of our business. We understand the importance of acting fairly and responsibly between members of the Company. For more information, see Section 172: Stakeholder Voice. Streamlined Energy & Carbon Reporting (SECR) For details on our energy use, carbon emissions and efficiency measures implemented in 2022, including Scope 1, 2 and 3 data, see the SECR section in the Sustainability Review. Political contributions In 2022 and 2021, no contributions were made for political purposes and no political expenditure was incurred by the Company. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Directors' report Annual Report 2022 Santander UK plc 32 Share capital Details about the structure of the Company’s capital can be found in Note 32. For details of employee share schemes and how rights are exercisable, see Note 36. The powers of the Directors in relation to share capital are set out in the Company’s Articles of Association. These are available for inspection on request. Financial instruments The financial risk management objectives and policies of Santander UK and the policy for hedging, along with details of Santander UK's exposure to credit risk, market risk and liquidity risk are set out 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 Proposition Approval Forum. Supervision and regulation The Company is authorised by the PRA and regulated by the FCA and the PRA (dual regulated). Some of its subsidiaries and joint venture companies are also authorised by the FCA and the PRA (dual regulated) or the PRA or the FCA (solo regulated). While Santander UK operates primarily in the UK, it is also subject to the laws and regulations of other jurisdictions in which it operates or has listed debt securities such as 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 and emerging risks facing Santander UK including those that would threaten its business model, future performance, solvency or liquidity. Details of our principal risks, our procedures to identify emerging risks, and how these are being managed or mitigated are set out in the Risk review. A summary of our Top and Emerging Risks is also set out in the Strategic report. 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 of financial statements for external purposes in accordance with UK-adopted international accounting standards (IAS) and International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). Santander UK’s internal control over financial reporting includes: –Policies and procedures that pertain to the maintenance of records that in reasonable detail accurately and fairly 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 UK-adopted IAS and IFRS, and that receipts and expenditures are being made only in accordance with authorisations of management. –Controls providing reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or 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 2022 based on the criteria established in the Internal Control – Integrated Framework issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) in May 2013. As a registrant under the US Securities Exchange Act of 1934, Santander UK's management is responsible for establishing and maintaining an adequate system of internal control over financial reporting in order to ensure the accuracy and reliability of Santander UK's Financial Statements and the Form 20-F submitted to the SEC. In line with COSO and SEC requirements, controls recognised as Sarbanes-Oxley applicable are subject to annual testing and certification by management including an attestation by the CEO and the CFO that they are operating effectively and that the internal control over financial reporting can be relied on. All Sarbanes-Oxley control weaknesses identified are captured, assessed and included in the year- end assessment of the reliability of the Internal Control environment. They are reported on an ongoing basis to the Board Audit Committee to ensure the control environment is continuously improved. Based on this assessment, management concluded, at 31 December 2022, that Santander UK’s internal control over financial reporting was effective. Disclosure controls and procedures over financial reporting Santander UK’s management has evaluated, with the participation of its CEO and CFO, the effectiveness of its disclosure controls at 31 December 2022. 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 this evaluation, the CEO and the CFO have concluded that, at 31 December 2022 , 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. Statements of Compliance The UK Corporate Governance Code 2018 (the Code) Santander UK complies with the Code wherever applicable in order to achieve the best standards of corporate governance. The Code applied to the financial year ended 31 December 2022 and the Board confirms that it applied the principles and complied with those provisions of the Code throughout the year, except as follows: –Provision 17: The Company does not comply with the requirement for the Board Nomination Committee (BNC) membership to comprise a majority of INEDs, following the appointment of Pamela Walkden, as a GNED in October 2021. Whilst Pamela Walkden is not an INED, her credentials and experience were felt to be invaluable to the BNC. We have assessed the implications and believe that the approach we follow is appropriate for our size and ownership structure. –Provision 25: The Board Risk Committee (BRC), since the appointment of Pamela Walkden as a GNED in October 2021, has not been composed of only INEDs. We have assessed the implications and believe that the approach we follow is appropriate for our size and ownership structure, recognising the experience and expertise that the GNED brings to BRC. –Provision 36: The Board Remuneration Committee has not developed a policy for post- employment shareholding requirements. However, the structure of variable pay for EDs and other senior executives ensures that they acquire a meaningful shareholding in Banco Santander SA which is held over a period of up to eight years and which extends for a significant period post employment. For details, see the Remuneration Policy Report. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Directors' report continued Annual Report 2022 Santander UK plc 33 –Provisions 40 and 41: Due to commercial sensitivity, we have opted not to provide all of the disclosures required by Provision 41. The details not provided relate to (1) the extent to which discretion has been applied to remuneration outcomes and the reasons why and (2) a description, with examples, of how the Board Remuneration Committee has addressed the factors in Provision 40 (specifically predictability as we do not provide the range of possible values of rewards to individual directors). Specific engagement does not take place with the workforce to explain how executive remuneration aligns with wider company pay policy. However, an explanation is available for employees in the Directors’ Remuneration Report. Details of the structure of our remuneration arrangements and key considerations of the Committee in the year are included in the Board Remuneration Policy and Implementation Reports. The Code is publicly available on the Financial Reporting Council website at www.frc.org.uk. UK Finance Disclosure Code for Financial Reporting Santander UK’s financial statements for the year ended 31 December 2022 have been prepared in compliance with the principles of the UK Finance Disclosure Code for 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. In making their going concern assessment in connection with preparing the financial statements, the Directors considered a wide range of information similar to that considered as part of their assessment of longer-term viability including Santander UK’s business and strategic plans, top and emerging risks, including those associated with climate change, capital position and liquidity and funding profile, stress scenarios, and contingent liabilities, and the reasonably possible changes in trading performance arising from potential economic, market and product developments. The Directors' assessment included consideration of the potential impacts arising from higher living costs. Having assessed this information and the principal risks and uncertainties, the Directors are satisfied that the Santander UK group has adequate resources to continue operations for a period of at least 12 months from the date of this report and therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. Viability In accordance with Provision 31 of the UK Corporate Governance Code 2018, the Directors must make a statement in this Annual Report regarding the viability of Santander UK, including an explanation of how they assessed the prospects of Santander UK and the period of time for which they have made the assessment, including why they consider that period to be appropriate. Considerations In making their assessment, the Directors considered a wide range of information including Santander UK's: –Three-year business plan and other longer- term business and strategic plans –Risk profile and risk management practices, including the processes by which risks are identified and mitigated, including updates on climate change risk and progress towards embedding them into Santander UK's Risk Framework –Top and emerging risks, with a focus on those which the Directors believe could cause Santander UK’s future financial performance or financial condition to differ materially from current expectations or could adversely impact its ability to meet regulatory requirements –Capital position and liquidity and funding profile, and projections over the relevant period –Viability under specific internal and regulatory stress scenarios, as explained further below, including scenarios which might affect operational resiliency, and –Contingent liabilities and the reasonably possible changes in trading performance arising from potential economic, market and product developments. The Directors’ assessment also takes account of the potential impacts on Santander UK’s performance, capital position, and liquidity and funding profile, including those arising from higher living costs (driven by high inflation and rising interest rates) which are stretching household finances and could lead to higher levels of debt and defaults. For capital, liquidity and funding purposes, Santander UK operates on a standalone basis and is subject to regular and rigorous monitoring by external parties. In addition, for capital purposes, the Company operates as part of the ring‑fenced bank sub group Capital Support Deed. For liquidity and funding purposes, the Company operates as part of the Domestic Liquidity sub- group. Assessment The viability 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. Santander UK’s objectives, policies and processes for managing the financial risks to which it is exposed are described in the Risk review. Threats to the achievement of Santander UK’s plans are controlled and managed in line with Santander UK’s Risk Framework and within the risk appetite approved by the Board. The risk profile, including an assessment of top and emerging risks, is reported regularly to the Board Risk Committee and the Board. Risks are selected on the basis of their ability to impact viability over the time frame of the assessment but most risks extend beyond this period. Stress testing Santander UK participates in regulatory stress tests usually carried out annually by the BoE as well as being part of the biennial stress testing of Banco Santander carried out by the EBA. In 2022, we also participated in the BoE’s Climate Biennial Exploratory Scenario. Internal stress testing encompasses a series of extreme but plausible scenarios covering a wide range of outcomes, risk factors, time horizons and market conditions. We also conduct reverse stress testing, in which we identify and assess scenarios that could cause Santander UK's business model to become unviable. The Directors review the outputs of stress testing as part of the approval processes for the ICAAP, the ILAAP, Risk Appetite and regulatory stress tests. For more on stress testing and reverse stress testing, see Risk review. Time horizon While a five-year plan is prepared for regulatory purposes and our stress testing encompasses scenarios some of which also extend out to that time period, using a longer time horizon increases uncertainty. After taking account of Santander UK’s current position and principal risks and uncertainties, the Directors consider that a period of three years from the balance sheet date is the most appropriate time frame from which a reasonable assessment of viability can be made. This period is consistent with the period covered by Santander UK’s three-year business plan and is representative of the time horizon to consider the impact of anticipated regulatory changes in the financial services industry. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Directors' report continued Annual Report 2022 Santander UK plc 34 Statement Based on their assessment of longer-term viability, the Directors have a reasonable expectation that Santander UK will be able to continue in operation and meet its liabilities as they fall due over the next three years. Ethical Code of Conduct Santander UK is committed to ensuring we hold ourselves to high ethical standards. This means adhering to laws, regulations, policies including our Ethical Code of Conduct and also carrying out business in a responsible way. High standards of professional and personal conduct helps Santander identify, manage and respond to risks, creates a positive, collaborative working environment and it ensures positive customer interactions and outcomes. The Santander Way determines how we deliver on our purpose, to help people and businesses prosper. How we deliver that purpose is as important as the end result. Our conduct and our culture matters. Our aim is to be the best open financial services platform by acting responsibly and earning the lasting loyalty of our colleagues, customers and communities. How we do business is intrinsically linked to our behaviours and values and supports our aim. Santander UK’s Ethical Code of Conduct sets the standards expected of all colleagues and forms part of the terms and conditions of employment. It makes clear our corporate values, our expectations regarding corporate behaviours and general principles and standards we expect with regard to customers, colleagues, conflicts of interest, data, media and our approach to sustainability. There are numerous policies, processes, support and guidance that help colleagues meet these expectations and do the right thing to ensure Santander UK remains a Simple, Personal and Fair bank for its colleagues, customers, shareholders and the communities it serves. The Ethical Code of Conduct applies to all colleagues including permanent and temporary colleagues as well as EDs and NEDs. 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 a code of ethics. Santander UK meets these requirements through its Ethical Code of Conduct and supporting policies, including but not limited to the Anti- Bribery and Corruption Policy, the Whistleblowing Policy, the FCA’s Principles for Businesses, and the FCA’s Statements of Principle and Code of Practice for Approved Persons, with which the CEO and senior financial officers comply. Copies of these documents are available on application to Santander UK plc, 2 Triton Square, Regent’s Place, London NW1 3AN. Statement of Directors’ responsibilities The Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Santander UK group and Company financial statements in accordance with UK-adopted IAS. In preparing the Santander UK group and Company financial statements, the Directors have also elected to comply with IFRSs as issued by the IASB. Under company law, the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Santander UK group and the Company and of the profit or loss of the Santander UK group and the Company for that period. In preparing the financial statements, the Directors are required to: –Select suitable accounting policies and then apply them consistently –State whether applicable UK-adopted IAS and IFRSs as issued by the IASB have been followed, subject to any material departures disclosed and explained in the financial statements –Make judgements and accounting estimates that are reasonable and prudent, and –Prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Santander UK group and the Company will continue in business. The Directors are responsible for safeguarding the assets of the Santander UK group and the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the Santander UK group’s and the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Santander UK group and the Company, and enable them to ensure that the financial statements comply with the Companies Act 2006. The Directors are responsible for the maintenance and integrity of Santander UK’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. The Directors are responsible for presenting and marking up the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format. Having taken into account all the matters considered by the Board and brought to its attention during the year, the Directors are satisfied that the Annual Report taken as a whole is fair, balanced and understandable, and provides the information necessary to assess Santander UK’s position and performance, business model and strategy. Directors' confirmations Each of the Directors confirms that, to the best of their knowledge: –The Santander UK group and Company financial statements, which have been prepared in accordance with UK-adopted IAS and IFRSs as issued by the IASB, give a true and fair view of the assets, liabilities and financial position of the Santander UK group and the Company, and of the profit of the Santander UK group, and –The management report, which is incorporated into the Directors’ report, includes a fair review of the development and performance of the business and the position of the Santander UK group and the Company, together with a description of the principal risks and uncertainties they face. 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 will continue in the office of auditor. A resolution to reappoint them will be proposed at the Company’s forthcoming Annual General Meeting. By Order of the Board John Mills Company Secretary 1 March 2023 2 Triton Square, Regent’s Place, London NW1 3AN Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Directors' report continued Annual Report 2022 Santander UK plc 35 Risk review The Risk review consists of unaudited financial information unless otherwise stated. The audited financial information is an integral part of our Consolidated Financial Statements. We aim to continually enhance our disclosures and their usefulness to readers in the light of developing market practice and areas of focus. As a result, our disclosures go beyond the minimum required by accounting standards and other regulatory requirements. Contents Risk governance 37 Introduction 37 Risk Framework 37 Risk Appetite 41 Stress Testing 42 How risk is distributed across our business 42 Credit risk 43 Risk management 43 Santander UK group level 61 Retail Banking 76 Consumer Finance 85 Corporate & Commercial Banking 87 Corporate Centre 92 Market risk 94 Liquidity risk 97 Capital risk 105 Pension risk 108 Operational risk & resilience 110 Conduct and regulatory risk 113 Financial crime risk 115 Other key risks 117 Model risk 117 Legal risk 117 Strategic and business risk 118 Reputational risk 118 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 36 Risk governance INTRODUCTION Santander UK Group Holdings plc is the immediate parent company of Santander UK plc. The two companies operate on the basis of a unified business strategy with some overlap in membership, albeit the principal business activities of the Santander UK Group Holdings plc group are carried out by Santander UK plc and its subsidiaries. The Santander UK Group Holdings plc Risk Frameworks have been adopted by the Company and its subsidiaries to ensure consistent application. As a financial services provider, managing risk is a core part of our day-to-day activities. To be able to manage our business effectively, it is critical that we understand and control risk in everything we do. We aim to use a prudent approach and advanced risk management techniques to help us deliver robust financial performance, withstand stresses, and build sustainable value for our stakeholders. We aim to keep a predictable medium-low risk profile, consistent with our business model. This is key to achieving our strategic objectives. RISK FRAMEWORK How we define risk (unaudited Risk is any uncertainty about us being able to achieve our business objectives. It covers both financial and non-financial risks (NFRs). NFR is a broad term usually defined by exclusion, i.e. any risks other than the traditional financial risks of Credit, Market, Liquidity, Capital and Pension, and Strategic and business risk. Risk can be split into a set of risk types, each of which could affect our results and our financial resources. Enterprise risk is the aggregate view of all the risk types described below: Key risk types Risk types Description Credit The risk of financial loss due to the default or credit quality deterioration of a customer or counterparty to which we have provided credit, or for whom we have assumed a financial obligation. Market Non-traded market risk – the risk of loss of income, economic or market value due to changes to interest rates in the non-trading book or to changes in other market risk factors (e.g. credit spread and inflation risk), where such changes would affect our net worth through a change to revenues, assets, liabilities and off-balance sheet exposures in the non-trading book. Traded market risk – the risk of changes in market factors that affect the value of positions in the trading 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. Capital The risk that we do not have an adequate amount or quality of capital to meet our internal business objectives, regulatory requirements and market expectations. Pension The risk caused by our statutory, contractual or other liabilities with respect to a pension scheme (whether set up 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 an agreed Recovery Plan or for some other reason. Operational risk & resilience The risk of loss or adverse impact due to inadequate or failed internal processes, people and systems, or external events. We give a particular focus to Cyber, Fraud, IT, People and Third Party risks, which we mitigate through our management of operational risk. Conduct and regulatory Conduct risk – the risk that our decisions and behaviours lead to detriment or poor outcomes for our 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. Financial crime The risk that we are used to further financial crime, including money laundering, sanctions evasion, terrorist financing, facilitation of tax evasion, 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 affecting our customers and the communities we serve. Other risk types Model risk – the risk that the predictions of our models may be inaccurate, causing us to make sub-optimal decisions, or that a model may be used inappropriately. Legal risk – the risk of an impact arising from legal deficiencies in contracts; failure 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. Strategic and business risk – the risk of loss or underperformance against planned objectives; damage from strategic decisions or their poor implementation that impact the long-term interests of our key stakeholders or from an inability to adapt to external developments. Reputational risk – the risk of damage to the way our reputation and brand are perceived by the public, clients, government, colleagues, investors or any other interested party. In January 2023, the Legal risk framework, in agreement with the General Counsel, was retired following a structural change when the Chief Legal and Regulatory Officer (CLRO) left the organisation and the Legal function moved to the CFO Division (Line 1). As the Risk Types are owned by Risk control units (Line 2 in our three lines of defence model, as set out in 'Risk organisational structure' section that follows), and the CFO Division is a Risk management unit (Line 1), it was decided to retire the Legal risk type and framework. Where appropriate, elements of the existing Legal risk framework will be subsumed into the other relevant risk frameworks. Within the Risk Framework, the roles and responsibilities of CFO have been expanded to include the oversight of the General Counsel and Legal function, overseeing the provision of legal support to Santander UK, and management of relationships with third party law firms. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 37 Top and emerging risks Several of our risk types also have Top risks associated with them. We regularly review the Top risks that could impact our business, customers and shareholders, and they are monitored at each meeting of the ERCC and BRC. The Top risks we actively monitored in 2022 are set out in the relevant section of this Risk review and summarised in the Top risks section of the Risk management overview in the Strategic report. Our Top risks included risks arising from Inflationary and supply chain pressures, Climate change, Financial crime, Fraud, IT, Cyber, People and Conduct and regulatory. We also regularly review emerging risks that could impact our business, customers and shareholders, including regular review and discussion at the ERCC and BRC. The identification of emerging risks is co-ordinated by the Risk Division. A key part of the process is continual scanning of the external environment, focusing on emerging risk drivers such as broader geo-political, environmental and social risks, technology change, customer behaviour, market competition, regulation, government, digital assets and disruption of UK macroeconomic factors. Emerging risks actively monitored in 2022 are set out in the relevant section of this Risk review and summarised in the ‘Emerging risks’ section of the 'Risk management overview in the Strategic report. In 2022 we added Eurozone/Sovereign Bank Contagion to the emerging risks we monitor and transitioned Inflationary and supply chain pressures to Top risks. For more, see the Risk management overview in the Strategic report. Key elements Our Risk Framework sets out how we manage and control risk. In 2021, we enhanced some of the standards to provide more details and clarity on the relationship between, and roles of, Banco Santander SA and Santander UK, climate related risk drivers whether physical or transition-led, and the development of risk methodologies and quantitative models. How we approach risk – our culture and principles The complexity and importance of the financial services industry demands a strong risk culture. We have systems, controls and safeguards in place to manage and control the risks we face, but it is also crucial that everyone takes personal responsibility for managing risk. Our risk culture plays a key role in our aim to be the best bank for our customers, shareholders, people and communities by acting responsibly. It is vital that all our people understand this. To achieve this, our people have a strong, shared understanding of what risk is, and what their role is in helping to control it. We express this in our Risk Culture Statement: Risk Culture Statement Santander UK will only take risks that it understands and will always remain prudent in identifying, assessing, managing and reporting all risks. We 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. The Board reviews and approves our Risk Culture Statement every year. Senior executives are responsible for promoting our risk culture from the top. They drive cultural change and increased accountability across the business. We reinforce our Risk Culture Statement and embed our risk culture in all our business units through our Risk Framework, Risk Certifications and other initiatives. This includes highlighting that: –It is everyone’s personal responsibility to play their part in managing risk –We must Identify, Assess, Manage and Report risk quickly and accurately –We make risk part of how we assess our people’s performance and how we recruit, develop and reward them –Our internal control system is essential to ensure we manage and control risk in line with our principles, standards, Risk Appetite and policies. We use Risk Certifications to confirm how we manage and control risks in line with our Risk Framework and within our Risk Appetite. As an example, every year, each member of our Executive Committee confirms that they have managed risk effectively in line with the Risk Framework in the part of the business for which they are responsible. Their certification lists any exceptions and the agreed actions to be taken to correct them. This is a tangible sign of the personal responsibility that is such a key part of our risk culture. Our risk culture programme – I AM Risk Our I AM Risk approach aims to make sure our people: –Identify risks and opportunities –Assess their probability and impact –Manage the risks and suggest alternatives –Report, challenge, review, learn and ‘speak up’. I AM Risk is how we make risk management part of everyone’s life as a Santander UK employee from how we recruit them and manage their performance to how we develop and reward them. It is also how we encourage people to take personal responsibility for risk to speak up and to come up with ideas. We use I AM Risk in our risk certifications, policies, frameworks and governance, and risk-related communications. We also include it in reward arrangements and in mandatory training. To support general awareness, our learning websites include videos and factsheets. As part of I AM Risk, we include mandatory risk objectives for all our people in our performance management processes. The Executive Committee leads our culture initiatives under the CEO’s sponsorship and we use monthly staff surveys to give insight into our culture. Our risk governance structure We are committed to the highest standards of corporate governance in every part of our business, including risk management. For details of our governance, including the Board and its Committees, see the ‘Governance’ section of this Annual Report. The Board delegates certain responsibilities to Board Level Committees as needed and where appropriate. Our risk governance structure strengthens our ability to identify, assess, manage and report risks, as follows: –Committees: A number of Board and Executive committees are responsible for specific parts of our Risk Framework –Key senior management roles: A number of senior roles have specific responsibilities for risk management –Risk organisational structure: We have the ‘three lines of defence’ model built into the way we run our business. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 38 Committees The Board and Board Level Committee responsibilities for risk are: 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 (BRC) –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 strategy and advises the Board on both –Reviews the effectiveness of our risk management systems and internal controls –Receives regular updates on financial crime compliance and risks including money laundering, bribery and corruption and sanctions compliance and monitors KPIs in line with approved Board risk appetite Board Responsible Banking Committee –Responsible for culture and operational risk from conduct, compliance, competition & legal matters –Reviews reports from the Director of Compliance (DoC) 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 Sustainability and Responsible Banking programme and how it impacts on employees, communities, the environment including sustainability and climate change, reputation, brand and market positioning Board Audit Committee –Monitors and reviews the financial statements integrity, and any formal announcements on financial performance –Reviews the adequacy and effectiveness of the internal financial controls and whistleblowing arrangements –Monitors and reviews the effectiveness of the internal audit function –Oversees the independence and performance of the external auditors Board Remuneration Committee –Oversees implementation of remuneration policies, ensuring they promote sound and effective risk management The Executive Level Committee responsibilities for risk are: Executive Level Committee Main risk responsibilities Executive Committee (ExCo) –Reviews 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 Senior Management Committee –Focuses on the responsibilities of the Executive Committee Senior Management Function holders and how they are discharged –Reviews updates on key risk issues, customer, reputational and conduct matters Executive Risk Control Committee (ERCC) –Reviews Risk Appetite proposals before they are sent to the BRC and the Board to approve –Ensures that we comply with our Risk Framework, Risk Appetite and risk policies –Reviews and monitors our risk exposures and approves any corrective steps we need to take Asset and Liability Committee (ALCO) –Reviews liquidity risk appetite (LRA) proposals –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 key asset and liability management activities to ensure we keep our exposures within our Risk Appetite Pensions Committee –Reviews pension risk appetite proposals –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 reporting systems and risk control processes to make sure capital risks are managed within our Risk Framework –Reviews capital adequacy and capital plans, including the ICAAP, before they are sent to the Board to approve Incident Accountability Committee –Considers, calibrates, challenges and agrees any appropriate individual remuneration adjustments –Presents recommendations to the Board Remuneration Committee Credit Approval Committee –Approves corporate and wholesale credit transactions which exceed levels delegated to lower level forums or individuals Investment Approval Committee –Approves equity type investment transactions which exceed levels delegated to lower level approval forums or individuals Economic Crime Committee –Ensures due reporting, consideration, oversight and informed decision making regarding compliance with financial crime laws and regulations, fraud, and best industry practice aligned to our Risk Appetite Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 39 Key senior management roles Senior roles with specific responsibilities for risk management are: Role Main risk responsibilities Chief Executive Officer The Board delegates responsibility for our business activities and managing risk on a day-to-day basis to the CEO. The CEO proposes our strategy and business plan, puts them into practice and manages the risks involved. The CEO must also ensure we have a suitable system of controls to manage risks and report to the Board on it. Chief Risk Officer (CRO) Oversees and challenges risk activities, and ensures lending is made within our Risk Appetite. Accountable for control and oversight of credit, market, liquidity, capital, pension, strategic & business, operational, model, climate and enterprise risks. Chief Financial Officer Responsible for developing strategy, leadership and management of the CFO Division. The CFO is responsible for managing interest rate, liquidity, pension and capital risks. The CFO also aims to maximise the return on Regulatory and Economic Capital. Chief Internal Auditor (CIA) Designs and uses an audit system that identifies key risks and evaluates controls. The CIA also develops an audit plan to assess existing risks that involve producing audit, assurance and monitoring reports. Money Laundering Reporting Officer (MLRO) Responsible to the CRO for control and oversight of financial crime risk but has regulatory responsibility to report on this risk type to Executive and Board Committees and the FCA. Director of Compliance (DoC) Responsible to the CRO for control and oversight of conduct and regulatory risk and Compliance but has regulatory responsibility to report on this risk type to Executive and Board Committees and the FCA. Risk organisational structure We use the ‘three lines of defence’ model to manage risk. This model is widely used in the banking industry and has a clear set of principles to put in place a cohesive operating model across an organisation. It does this by separating risk management, risk control and risk assurance. The reporting lines to the Board with respect to risk are as follows: Line 1: Risk management Business Units and Business Support Units identify, assess and manage the risks which originate and exist in their area, within our Risk Appetite. It is under the executive responsibility of the CEO. Line 2: Risk control Risk Control Units are independent monitoring and control functions. They make sure Business Units and Business Support Units manage risks effectively and within our Risk Appetite. The Risk Control units are: Financial Crime, Risk - responsible for controlling credit, liquidity, capital, market, pension, strategic and business, operational, model and enterprise risks; and Compliance, responsible for controlling reputational and conduct and regulatory risks. It is under the executive responsibility of the CEO, but responsible to the CRO for overseeing the first line of defence. Line 3: Risk assurance Internal Audit is an independent corporate function. It gives assurance on the design and effectiveness of our risk management and control processes. It is responsible to the CIA. Internal control system Our Risk Framework is an overarching view of our internal control system that helps us manage risk across the business. It sets out at a high level the principles, standards, roles and responsibilities, and governance for internal control. Our Risk Framework covers the categories below: Category Description Risk Frameworks Set out how we should manage and control risk across the business, our risk types and our risk activities. 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 areas, at least annually, which describe the forecasted objectives, volumes and risk profile of new and existing business, within the limits defined in our Risk Appetite. Risk Appetite See our Risk Appetite section that follows. Delegated Authorities/Mandates Define who can do what under the authority delegated to the CEO by the Board. Risk Certifications Business Units, Business Support Units or Risk Control Units set out each year how they managed/controlled risks in line with our risk frameworks and Risk Appetite, and explain any action to be taken. This helps drive personal accountability. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 40 RISK APPETITE How we control the risks we are prepared to take When our Board sets our strategic objectives, it is important that we are clear about the risks we are prepared to take to achieve them. We express this through our Risk Appetite Statement, which defines the amount and kind of risk we are willing to take. Our Risk Appetite and strategy are closely linked, and our strategy must be achievable within the limits set out in our Risk Appetite. The principles of our Risk Appetite Our Risk Appetite Statement lists ten principles that we use to set our Risk Appetite. –We always aim to have enough financial resources to continue to do business in adverse but plausible stressed economic and business conditions, as well as to survive a very severe stress that would deplete our capital reserves –We should be able to predict how our income and losses might vary – that is, how volatile they are. That applies to all our risks and lines of business –Our earnings and dividend payments should be stable, and in line with the return we aim to achieve –We are an autonomous business, so we always aim to have strong capital and liquidity resources –The way we fund our business should be based on diverse funding sources and duration. This helps us avoid relying too much on wholesale markets –We set controls on large concentrations of risk, like single customers or specific industries –There are some key risks we take, but for which we do not actively seek any reward, like operational, conduct and regulatory, financial crime, legal and reputational risk. We take a risk-averse approach to these risks –We comply with all regulations – and aim to exceed the standards they set –Our pay and bonus schemes should support these principles and our risk culture –We always aim to earn the trust of our people, customers, shareholders and communities. How we describe the limits in our Risk Appetite Our Risk Appetite sets out detailed limits across all types of risk, using metrics and qualitative statements. Metrics We use metrics to set limits across most risk types including a set of metrics focused on losses, capital, liquidity and concentration. We set: –Limits for losses for our most important risks, including credit, market, operational and conduct risk –Capital limits, reflecting both the capital that regulators expect us to hold (regulatory capital) and our own internal measure economic capital (EC) –Liquidity limits according to a range of plausible stress scenarios for our business –Concentration limits, to determine the maximum concentration level that we are willing to accept. These limits apply in normal business conditions, but also when we might be experiencing a far more difficult economic environment. We refer to conditions like this as being under stress. For more on EC and stress scenarios, see the next page. Qualitative statements For some types of risk we also use qualitative statements that describe in words the appetite we want to set. For example, in operational risk, we use them to describe our risk-averse appetite for cyber risk. We also use them to prohibit or restrict exposure to certain sectors, types of customer and activities. How we set our Risk Appetite, and stay within it We control our Risk Appetite through our Risk Appetite Framework. Our Board approves and oversees our Risk Appetite Statement every year. This ensures it is consistent with our strategy and reflects changes in the markets and economic environment in which we operate. Our ERCC is responsible for ensuring that our risk profile (the level of risk we are prepared to accept) is consistent with our Risk Appetite Statement. To do this they monitor our performance against our Risk Appetite, business plans and budgets each month. We also use stress testing to review how our business plan performs against our Risk Appetite Statement. This shows us if we would stay within our Risk Appetite under stress conditions. It also helps us to identify any adverse trends or inconsistencies. We embed our Risk Appetite by setting more detailed risk limits for each business unit and key portfolios. These are set in a way so that if we stay within each detailed limit, we will stay within our overall Risk Appetite. When we use qualitative statements to describe our appetite for a risk, we link them to lower-level key risk indicators, so that we can monitor and report our performance against them. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 41 STRESS TESTING Stress testing helps us understand how different events and economic conditions could affect our business plan, earnings and risk profile. This helps us plan and manage our business. Scenarios for stress testing To see how we might cope with difficult conditions, we regularly develop challenging scenarios that we might face. We consult a broad range of internal stakeholders, including Board members, when we design and choose our most important scenarios. The scenarios cover a wide range of outcomes, risk factors, time horizons and market conditions. They are designed to test: –The impact of shocks affecting the economy as a whole or the markets we operate in –Key potential vulnerabilities of our business model, and the processes and systems which support it –Potential impacts on specific risk types. We describe each scenario using a narrative setting out how events might unfold, as well as a market and/or economic context. For example, the key economic factors we reflect in our ICAAP scenarios include house prices, interest rates, unemployment levels, inflation, and the size of the UK economy. We also explore sensitivities around several macro variables where there may be concerns or levels of uncertainty. In 2021 and 2022, we completed the Bank of England’s (BoE) Climate Biennial Exploratory Scenario (CBES). The purpose of this exercise was to investigate a range of risks that may not be directly linked to prevailing economic and financial conditions and helps us to prepare for possible future shocks. The CBES tested the resilience of the UK financial system to the physical and transition risks associated with three different climate pathways. The key climate factors included physical risks due to higher global temperatures, and transition risks due to the structural changes needed to transition to a low-carbon economy. In 2022, we also developed a Climate Internal Scenario Analysis (CISA) to help understand better the potential impact of climate change on our business portfolios and balance sheet. We generated three qualitative scenarios for climate-related risks and we also quantified potential losses from an early disorderly transition, for example linked to the current energy crisis and conflict in Ukraine. The CISA outputs will form the basis of our 2022 ICAAP for climate risk by helping show if we need to hold more capital for climate-related risk and help us prioritise our actions for the next five years. How we use stress testing We use stress testing to estimate the effect of these scenarios on our business and financial performance, including: –Our business plan, and its assessment against our Risk Appetite –Our capital strength, through our ICAAP –Our liquidity position, through our ILAAP –Our long term impacts of climate change, through the CBES and our CISA –Impacts on other risk types. We use a wide range of models, approaches and assumptions. These help us interpret the links between factors in markets and the economy, and our financial performance. For example, one model looks at how changes to key macroeconomic variables like unemployment rates might affect the number of customers who might fall into arrears on their mortgage or other loans. Our stress testing models are subject to a formal review, independent validation and approval process. We highlight the key weaknesses and related model assumptions in the approval process for each stress test. In some cases, we overlay expert judgement onto the results of our models. Where this is material to the outcome of the stress test, the approving governance committee reviews it. We take a multi-layered approach to stress testing to capture risks at various levels. This ranges from sensitivity analysis of a single factor to a portfolio, to wider exercises that cover all risks across our entire business. We use stress test outputs to design business plans that aim to mitigate potential impacts of possible stress scenarios. We also conduct reverse stress tests. These are tests in which we identify and assess scenarios that are most likely to cause our business model to fail. Board oversight of stress testing The ERCC approves the design of the scenarios in our ICAAP, ILAAP and CISA. The BRC approves the stress testing framework. The Board reviews stress test outputs as part of the approval processes for the ICAAP, ILAAP, Bank Recovery and Resolution Directive (BRRD), our Risk Appetite and regulatory stress tests, including CBES. Regulatory stress tests We take part in a number of external stress testing exercises. These can include stress tests of the UK banking system conducted by the PRA and the BoE. We also contribute to stress tests of Banco Santander conducted by the European Banking Authority (EBA). For more on capital and liquidity stress testing, see the ‘Capital risk’ and ‘Liquidity risk’ sections. HOW RISK IS DISTRIBUTED ACROSS OUR BUSINESS Economic capital As well as assessing how much regulatory capital we need to hold, we use an internal EC model to measure our risk. We use EC to get a consistent measure across different risk types. EC also takes account of how concentrated our portfolios are, and how much diversification there is between our various businesses and risk types. As a consequence, we can use EC for a range of risk management activities. For example, we can use it to help us compare requirements in our ICAAP or to get a risk-adjusted comparison of income from different activities. Regulatory capital – risk-weighted assets We hold regulatory capital against our credit, market and operational risks. In 2022, over half of our total risk-weighted assets accounted for credit risk in Retail Banking. This reflects our business strategy and balance sheet. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 42 Credit risk Overview Credit risk is the risk of financial loss due to the default or credit quality deterioration of a customer or counterparty to which we provided credit, or for whom we have assumed a financial obligation. We set out how our exposures arise and our approach to credit risk across the credit risk lifecycle. We discuss our ECL approach and the key inputs to our ECL model. We then analyse our key metrics, credit performance and forbearance. Key metrics Stage 3 ratio improved to 1.26% (2021: 1.45%). Loss allowances increased to £1,005m (2021: £865m). Balance weighted average LTV of 69% (2021: 66%) on new mortgage lending. CREDIT RISK MANAGEMENT Exposures (audited) Exposures to credit risk arise in our business segments from: Retail Banking Consumer Finance Corporate & Commercial Banking Corporate Centre In Homes: –Residential mortgages for customers with good credit quality (prime lending). –We provide these mostly for owner- occupiers, with buy-to-let mortgages for non-professional landlords. In Everyday Banking: –Unsecured lending to individuals, such as loans, credit cards and overdrafts. –Banking services to businesses with turnover up to £6.5m per annum and simpler borrowing needs. We offer loans, credit cards and overdrafts. –Financing for cars, vans, motorbikes and leisure vehicles through Santander Consumer (UK) plc (SCUK). –Through our joint ventures, Hyundai Capital UK Ltd and Volvo Car Financial Services UK Limited, we provide retail point of sale customer finance and wholesale finance facilities (stock finance). –Loans, bank accounts, treasury services, invoice discounting, cash transmission, trade finance and asset finance. –We provide these to SMEs and mid- sized corporates with turnover up to £500m per annum, Commercial Real Estate and Social Housing associations. –Asset and liability management of our balance sheet, as well as non-core and legacy portfolios in run-off. –Exposures include financial institutions (derivatives and other treasury products), structured products, and sovereign and supranational assets chosen for diversification and liquidity. The segmental basis of presentation in this Annual Report has changed following the transfer of Social Housing loans and non-core liabilities to our CCB segment from Corporate Centre. Comparatives have been restated accordingly. See Note 2 for more information. Our approach to credit risk We manage our portfolios across the credit risk lifecycle, from drawing up our risk strategy and planning, through assessment and origination, monitoring, arrears management and debt recovery. We make sure the actual risk profile of our exposures stays in line with our business plans and within our Risk Appetite. We tailor the way we manage risk to the type of product and regularly review our approach and refine it when we need to. 1. Risk strategy and planning (audited) All relevant areas of the business work together to create our business plans. We aim to balance our strategy, goals, and financial and technical resources with our Risk Appetite. To do this, we focus on economic and market conditions and forecasts, regulations, conduct matters, profitability, returns and market share. 2. Assessment and origination (audited) Managing credit risk begins with lending responsibly. That means only lending to customers who are committed to paying us back and can afford to, even if their circumstances change. We undertake a thorough risk assessment to make sure a customer can meet their obligations before we approve a loan. We take proportionate steps to assess whether a customer will be able to repay the money borrowed. We do this by a series of initial affordability and credit risk assessments. We access each customer’s credit profile and signs of how reliable they are at repaying credit. When a customer applies, we assess the data they provide, plus data from credit reference agencies (for Retail Banking and Consumer Finance) and performance on their other Santander accounts (if they have any) against our Credit Policy. Retail Banking In Homes, for secured loans, we assess affordability by reviewing the customer’s income and spending, their other credit commitments, and what would happen if interest rates went up. Many of our decisions are automated as we use data available to us. We tailor our process and application assessment based on the product. More complex transactions often need greater manual assessment using our credit underwriters’ skill and experience. In Everyday Banking, similar to Homes, many of our decisions are automated and we tailor the process based on the product. We assess affordability on a proportionate basis by reviewing the customer’s income, spending stressed for future inflation, their total credit commitments and accommodation stressed for expected interest rates. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 43 Credit risk mitigation The types of credit risk mitigation, including collateral, across each of our portfolios are: Portfolio Description Residential mortgages Collateral is in the form of a first legal charge over the property. Before we grant a mortgage, the property is valued either by a surveyor or using automated valuation methodologies where our confidence in the accuracy of this method is high. Unsecured lending There is no collateral or security tied to the loan that can be used to mitigate any potential loss if the customer does not pay us back. Business banking services Business banking lending is unsecured. When lending to incorporated businesses, we typically obtain personal guarantees from each director but we do not treat these as collateral. We consider the UK Government guarantee supporting losses on amounts lent under its Coronavirus Loan Schemes as collateral with 100% for Bounce Back Loan Scheme (BBLS) and 80% for Coronavirus Business Interruption Loan Scheme (CBILS). Consumer Finance In Consumer Finance, similar to Retail Banking, many decisions are automated and we tailor the process to the product. Residual value risk is one of our top risks. Credit risk mitigation The type of credit risk mitigation, including collateral, is: Portfolio Description Consumer (auto) finance Collateral is in the form of legal ownership of the vehicle for most loans, with the customer being the registered keeper. Only a very small proportion of business is underwritten as a personal loan. In these cases, there is no collateral or security tied to the loan. We use a leading vehicle valuation company to assess the LTV at the proposal stage to ensure the value of the vehicle is appropriate. Corporate & Commercial Banking We assign each customer a credit rating according to the internal rating threshold, 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 on a dynamic basis and at least once a year for those clients that are rated. We also assess the underlying risk of the transaction, taking account of any mitigating factors (see the tables below) and how it fits with our risk policies, limits and Risk Appetite. Responsible lending, including climate change and the transition to a low carbon economy As part of the Banco Santander group, we comply with the Equator Principles to factor social, ethical and environmental impacts into our risk analysis and decision making for qualifying financial transactions. We are committed to supporting clients and economies in their transition to a low carbon economy, providing financial products and/or services to business activities that are environmentally and socially responsible. Our ESCC policy sets out how we identify, assess, monitor and manage environmental and social risks and other climate change related activities in the Oil and Gas, Power Generation and Mining and Metals sectors and those arising from businesses engaged in soft commodities. Our ESCC policy prohibits project-related financing for new coal-fired power plants (CFPP) worldwide and we will only work with new clients with CFPPs to provide specific financing for renewable energy projects. In line with Banco Santander's commitment, by 2030 we will eliminate all exposure to thermal coal mining and stop providing financial services to power generation clients with more than 10% of revenue from thermal coal. More information on our approach to Responsible Lending can be found in the Sustainability and Responsible Banking section. Credit risk mitigation The types of credit risk mitigation, including collateral, across each of our portfolios are as follows. In addition, from time to time at a portfolio level we execute significant risk transfer transactions, which typically reduce RWAs. Portfolio Description SME and mid corporate Includes secured and unsecured lending. We can take mortgage debentures or a first charge on commercial property as collateral. Before agreeing the loan, we get an independent professional valuation of the property. Loan agreements typically allow us to obtain revaluations during the term of the loan. We can also take guarantees, but we do not treat them as collateral unless they are supported by a tangible asset charged to us. We also lend against assets (like vehicles and equipment) and invoices for some customers. We value assets before we lend. For invoices, we review the customers' ledgers regularly and lend against debtors who meet agreed criteria. Commercial Real Estate We take a first charge on commercial property as collateral. The loan is subject to criteria such as the property condition, age and location, tenant quality, lease terms and length, and the sponsor’s experience and creditworthiness. Before advancing the loan and where appropriate, a bank representative visits the property, additionally we get an independent professional valuation which typically includes a site visit. Loan agreements typically allow us to obtain revaluations during the term of the loan. Social Housing We take a first charge on portfolios of residential real estate owned and let by UK Housing Associations as collateral, in most cases. We revalue this every three to five years (in line with industry practice), using the standard methods for property used for Social Housing. Corporate Centre Credit risk mitigation The types of credit risk mitigation, including collateral, across each of our portfolios are as follows. In addition, from time to time at a portfolio level we execute significant risk transfer transactions, which typically reduce RWAs. Portfolio Description Sovereign and Supranational In line with market practice, there is no collateral against these assets. Structured Products These are our High Quality Liquid Assets (HQLA) in our Eligible Liquidity Pool. They are mainly ABS and covered bonds, which hold senior positions in the creditor hierarchy. Their credit rating reflects over-collateralisation in the structure and the assets that underpin their cash flows. Financial Institutions We use standard legal agreements to reduce credit risk via netting and collateralisation on derivatives, repos and reverse repos, and stock borrowing/lending. We also reduce risk by clearing trades through central counterparties (CCPs) where possible. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 44 3. Monitoring (audited) We measure and monitor changes in our credit risk profile on a regular and systematic basis against our budgets, limits and benchmarks. Credit concentrations A core part of our monitoring and management is a focus on credit concentrations, such as the proportion of our lending that goes to specific borrowers, groups or industries. We set and monitor concentration limits in line with our Risk Appetite and review them on a regular basis. –Geographical concentrations: We set exposure limits to countries and geographies, with reference to the country limits set by Banco Santander and our own Risk Appetite. For more geographical information, see ‘Country risk exposures’. –Industry concentrations: We also set exposure limits by industry sector. We set these limits based on the industry outlook, our strategic aims and desired level of concentration, and relevant limits set by Banco Santander. We analyse committed exposures in the ‘Credit risk review’ section that follows. Retail Banking In Homes, we use IT systems and data available to us to monitor accounts. The main parts are: –Behavioural scoring: we use statistical models that help predict whether a customer will have problems repaying, based on how they use their accounts –Credit reference agencies: we often use data from agencies on how the borrower is handling credit from other lenders in our behaviour scoring models –Other Santander accounts: each month, we also look at how the customer uses their other accounts with us, so we can identify problems early. Our day-to-day retail credit risk monitoring relies on a mix of product, customer and portfolio performance measures as described above. However, changes in the wider UK economy also impact our Homes portfolio. As part of our day-to-day risk monitoring, we use a Retail Risk Playbook tolerance framework that sets out the most relevant macroeconomic variables to retail portfolio performance. We monitor these variables against our forecasts. If the economy deviates materially from our forecasts, such as due to the effects of the cost of living crisis, high inflation, we formally review our retail risk management policy and strategy. Our monitoring can also mean we change our minds about whether a product is still right for a customer. If we find evidence that a customer is in financial difficulties, we contact them about arrears management including forbearance, which we explain in more detail below. For secured lending, our monitoring also takes account of changes in property prices. We estimate the property’s value every three months. In most cases, we use statistical models based on recent sales prices and valuations in that local area. Use of this model is subject to Model Risk Governance. Where a lack of data means the model’s valuation is not available, we use the original surveyor valuation with a House Price Index (HPI) adjustment as needed. In Everyday Banking, similar to Homes, we use IT systems and data available to us to monitor accounts, and we use the Retail Risk Playbook tolerance framework (except for business banking services) and management judgements to ensure that portfolio quality remains within Risk Appetite. For unsecured personal lending like credit cards and overdrafts, monitoring might lead us to raise or lower credit limits. For business banking services, we review revolving credit facilities each year to ensure the facilities remain appropriate for the customer's financial circumstances. Consumer Finance In Consumer Finance, similar to Retail Banking, we use IT systems and data available to us to monitor accounts, and we use the Retail Risk Playbook tolerance framework and management judgements to ensure that portfolio quality remains within Risk Appetite. We also check the Residual Value of our portfolio each month, using triggers set to identify any material change in trends. Corporate & Commercial Banking and Corporate Centre We regularly monitor and report our credit risk by portfolio, segment, industry, location and customer. We monitor detailed analyses of our credit exposures and risk trends each month. We also report our larger exposures and risks to the Board Risk Committee each month. Our Watchlist We also use a Watchlist for exposures subject to annual reviews to help identify potential problem debt early. Just because a customer is on our Watchlist does not mean they have defaulted. It just means that their probability of default has increased, such as they have breached a covenant or lost a major contract. We classify Watchlist cases as: –Enhanced monitoring: for less urgent cases. We monitor these cases more often and where appropriate may consider more collateral. –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 Watchlist cases for impairment as set out in the ‘Significant Increase in Credit Risk (SICR)’ section. When a customer is in enhanced monitoring, we do not consider it has suffered a SICR for ECL purposes, so it remains in Stage 1 for our loss allowance calculations. When a customer is in proactive management, we consider it has suffered a SICR, so we transfer it to Stage 2 and apply a lifetime ECL for our loss allowance calculations. We take into account any forbearance we offer. This includes any extra security, guarantees or equity available and the potential to enhance value by asset management. In Corporate & Commercial Banking, as part of our annual reviews, for loans nearing maturity, we look at the prospect of refinancing the loan on current market terms and applicable credit policy. If this is unlikely, we put the case on our Watchlist. We manage exposures not subject to annual reviews, mainly high volume and low value cases, using early warning indicators including credit reference agency data, supported by teams of expert analysts. In Corporate Centre, we typically monitor the credit quality of our exposures daily. We use internal and third-party data to detect any potential credit deterioration. 4. Arrears management (audited) Retail Banking and Consumer Finance We have several strategies to manage arrears that we can use as early as the day after a missed payment. We assess the problems a customer is having, so we can offer them the right help to bring their account up to date as soon as possible. The strategy we use depends on the risk and the customer’s circumstances. Corporate & Commercial Banking and Corporate Centre We identify problem debt by close monitoring, supported by our Watchlist process for exposures subject to annual review. We aim to identify warning signs early by monitoring customers’ financial and trading data, checking to see they do not breach covenants, and having regular dialogue with them. We tailor our strategy to the type of customer, their circumstances and the level of risk. We 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 engage our Restructuring & Recoveries team as needed on Watchlist cases and we may hand over more serious cases to them. For exposures not subject to annual review, we have strategies to manage arrears that can be used as early as the day of the missed payment. If a case becomes more urgent or needs specialist attention, and if it transfers to Stage 3, we transfer it to our Restructuring & Recoveries team. For more, see the Forbearance section. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 45 5. Debt recovery (audited) Sometimes, even when we have taken all reasonable and responsible steps to manage arrears, they are not effective. If this happens, we have to end our agreement with the customer and try to recover the whole debt, or as much of it as we can. Retail Banking In Homes, we may use a debt collection agency, sell the debt, or take the customer to court. For retail mortgages, we may repossess the property as a last resort or to protect it from damage or third-party claims. We make sure our estimated losses from repossessed properties are realistic by getting two independent valuations and the estimated selling costs, and using them in our loss allowances calculations. Where we repossess a property, we do not take ownership. We use agents to realise the value and settle the debt. Any surplus funds are returned to the borrower or dealt with in line with insolvency rules. In Everyday Banking, we may use a debt collection agency, sell the debt, or take the customer to court, similar to our approach in Homes. Consumer Finance In Consumer Finance, similar to Retail Banking, we may use a debt collection agency, sell the debt, or take the customer to court. We may consider taking steps to re-possess the vehicles we have financed. Corporate & Commercial Banking and Corporate Centre Where we look for an exit, we aim to do this, if we can, by agreeing with the borrower that they will sell some or all their assets on a voluntary basis or agreeing to give them time to refinance their debt with another lender. Where we cannot reach an agreement, we consider recovery options. This can be through an insolvency proceeding, enforcing over any collateral or selling debt on the secondary market. We may also consider other legal action to recover what we are owed. If there is a shortfall, we write it off against our loss allowances. In very rare cases, we may act as mortgagee in possession of assets held as collateral against non- performing commercial lending. In such cases, we carry the assets on our balance sheet and classify them in line with our accounting policies. Loan modifications (audited) We sometimes change the terms of a loan when a customer gets into financial difficulty (this is known as forbearance), or for other commercial reasons. Forbearance (audited) We can change the terms of a customer's loan, temporarily or permanently, to help them through temporary periods of difficulty so they can get back on to sustainable terms. We assess what we offer to make sure the customer can afford it. Forbearance improves our customer relationships and we review our approach regularly to make sure it is still effective. We try to offer forbearance before a customer defaults and we only foreclose or repossess as a last resort. The main types of forbearance we offer are: Action Description Term extension We can extend the loan term, making each monthly payment smaller. We may offer this if the customer is up to date with payments but shows signs of financial difficulties. We may also offer this if the loan is about to mature and refinancing is not possible on market terms. Interest-only Prior to 2016, we offered retail customers temporary concessions to interest-only repayments due to financial difficulty. This concession is no longer available but any such loans that remain on interest-only repayment concession are classed as forborne. For corporate customers, we still consider interest-only concessions on a case by case basis. 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. Other payment rescheduling, including capitalisation For retail customers, we may add the arrears to the mortgage balance (this is known as capitalisation) if they cannot afford to increase their monthly payment to pay off their arrears in a reasonable time but have been making their monthly payments, usually for at least six months. We can also capitalise property charges due to a landlord. We pay them for the customer to avoid the lease being forfeited. We may combine this help with term extensions and, in the past, interest-only concessions. In certain cases we may also offer interest rate concessions. For corporate customers, we may lower or stop their payments until they have time to recover. We may reschedule payments to better match the customer’s cash flow – for example if the business is seasonal - or provide a temporary increase in facilities to cover peak demand ahead of their trading improving. We might do this by arrears capitalisation or drawing from an overdraft. We may also offer to provide new facilities, interest rate concessions and interest roll-up. In rare cases, we agree to forgive or reduce part of the debt. When we agree forbearance, we consider the account has suffered a SICR, as we explain later on, and we classify it as Stage 2 or 3. If an account is already in Stage 2, we keep it in Stage 2 unless the account is deemed unlikely to pay, involves forgiving fees and interest or debt, or is being granted multiple forbearances. In these cases, we move it into Stage 3. If an account is already in Stage 3, we keep it in Stage 3. A loan moves out of forbearance once the exit criteria below are met. We monitor the performance of all forborne loans. Exit from forbearance or cure For an account in Stage 3 to exit forbearance, all the following conditions must be met: –The account has been classed as Stage 3 for at least one year since the end of the latest forbearance strategy –The account is not deemed unlikely to pay –The account is no longer in arrears, and the customer has no other material debts with us which are more than 90 days in arrears. If all the conditions are met, the account is re-classed as Stage 2 forbearance until the Stage 2 forbearance exit conditions set out below are also met. For an account in Stage 2 to exit forbearance, all the following conditions must be met: –The account has been classed as Stage 2 for at least two years since the end of the latest forbearance strategy –The account has been performing, i.e. the customer is no longer in financial difficulty –Meaningful capital and interest repayments have been made for at least 50% of the two year period –The account is no longer in arrears, and the customer has no other material debts with us which are more than 30 days in arrears. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 46 Other forms of debt management and modifications When a customer is not showing signs of financial difficulties, we can also change their loan terms. We do this to help them manage their financial liabilities. Retail Banking In Homes, apart from forbearance, we have sometimes changed the contract terms to keep a good relationship with a customer. In Homes and Everyday Banking, we do not classify insolvency solutions for any unsecured retail customers as forbearance. This is in line with industry guidelines. Consumer Finance We do not classify insolvency solutions for any unsecured retail customers as forbearance. This is in line with industry guidelines. Corporate & Commercial Banking and Corporate Centre 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 more collateral in return for revised financing terms. We may also take a guarantee from companies in the same group and/or major shareholders. We only do this where we believe the guarantor can 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. Risk measurement and control We measure and control credit risk at all stages across the credit risk lifecycle. We have a range of tools, processes and approaches. Retail Banking and Consumer Finance These businesses involve managing large numbers of accounts, so they produce a huge amount of data. This allows us to take a more analytical and data intense approach to measuring risk. This is reflected in the wide range of statistical models we use across the credit risk lifecycle. We use: –Risk strategy and planning: econometric models –Assessment and origination: application scorecards, and attrition, pricing, loss allowance and capital models –Monitoring: behavioural scorecards and profitability models –Arrears management: models to estimate the proportion of cases that will result in possession (known as roll rates) –Debt recovery: recovery models. We assess and review our loss allowances regularly and have them independently reviewed. We look at factors such as the cash flow available to service debt. We also use an agency to value any collateral – mainly mortgages. Corporate & Commercial Banking and Corporate Centre 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 loss allowances regularly by looking at factors such as the cash flow available to service debt and the value of collateral based on third-party professional valuations. Key metrics (audited) We use a number of key metrics to measure and control credit risk, as follows: Metric Description Expected Credit Loss (ECL) ECL tells us what credit risk is likely to cost us either over the next 12 months or over the lifetime of the exposure where there is evidence of a SICR since origination. We explain how we calculate ECL below. Stages 1, 2 and 3 We assess each facility’s credit risk profile to determine which stage to allocate them to, and we monitor where there is a SICR and transfers between the Stages including monitoring of coverage ratios for each stage. We explain how we allocate a facility to Stage 1, 2 or 3 below. Stage 3 ratio The Stage 3 ratio is the sum of Stage 3 drawn and Stage 3 undrawn assets divided by the sum of total drawn assets and Stage 3 undrawn assets. The Stage 3 ratio is the main indicator of credit quality performance. Expected Loss (EL) EL is based on the CRD IV regulatory capital rules and gives us another view of credit risk. It is the product of the probability of default, exposure at default and loss given default, and we include direct and indirect costs. We base it on our risk models and our assessment of each customer’s credit quality. The rest of our Risk review, impairments, losses and loss allowances refer to calculations in accordance with IFRS, unless we specifically say they relate to CRD IV. For our IFRS impairment accounting policy, see Note 1 to the Consolidated Financial Statements. We also assess risks from other perspectives, such as geography, business area, product and process to identify areas to focus on. We also use stress testing to establish vulnerabilities to economic deterioration. Our business segments tailor their approach to credit risk to their customers, as we explain later on. Recognising ECL (audited) The ECL approach estimates the credit losses arising from defaults in the next 12 months on qualifying exposures, or defaults over the lifetime of the exposure where there is evidence of a Significant Increase in Credit Risk (SICR) since the origination date. The ECL approach takes into account forward-looking data, including a range of possible outcomes, which should be unbiased and probability-weighted to reflect the risk of a loss being incurred even when it is unlikely. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 47 Critical judgements and accounting estimates applied in calculating ECL (audited) The preparation of Santander UK's consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions in applying the accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based on 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. There has been no change in the inherent sensitivity of the areas of judgement in the period. Management have considered the impact of developments in principal risks and uncertainties, as set out in the Risk review, on critical judgements and accounting estimates. The significant judgements, apart from those involving estimation, made by management in applying Santander UK's accounting policies in these financial statements (key judgements) and the key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year (key estimates), which together are considered critical to Santander UK's results and financial position, are as follows: The application of the ECL impairment methodology for calculating credit impairment allowances is highly susceptible to change from period to period. The methodology requires management to make judgmental assumptions in determining the estimates. Any significant difference between the estimated amounts and actual amounts could have a material impact on the future financial results and financial condition. The impact of the cost of living crisis has increased the uncertainty around ECL impairment calculations and has required management to make additional judgements and accounting estimates that affect the amount of assets and liabilities at the reporting date and the amount of income and expenses in the reporting period. The key additional judgements due to the impact of the cost of living crisis mainly reflect the increased uncertainty around forward-looking economic data and the need for additional Judgemental Adjustments. We consider the critical accounting estimates in calculating ECL to be: –Forward-looking multiple economic scenario assumptions; and –Probability weights assigned to multiple economic scenarios. We consider the critical management judgements in calculating ECL to be: –Determining an appropriate definition of default; –Establishing the criteria for a significant increase in credit risk (SICR) and for corporate borrowers internal credit risk rating; –Determining the need for any Judgemental Adjustments (JAs); – Determining the need to assess corporate Stage 3 exposures individually. See the sections below for more on each of these key judgements and estimates. Multiple economic scenarios and probability weights (audited) For all our portfolios we use five forward-looking economic scenarios. For 2022, they consist of a central base case, one upside scenario and three downside scenarios. We use five scenarios to reflect a wide range of possible outcomes for the UK economy. Our forecasting approach We derive our scenarios in part by using a set of parameters in GDP fan charts published by the Office for Budget Responsibility (OBR). These fan charts reflect the probability distribution of a deviation from the OBR’s central forecast to illustrate the uncertainty regarding the outcome of a variable, in this case GDP. We use the 0.6 fan chart path for our Upside 1 scenario and the 0.3 path for Downside 1. For Downside 2 we impose a recession via an adjustment factor that converges to Downside 1 in the long-run, rather than imposing a floor on the peak to trough fall which had occurred prior to the pandemic. To ensure that Downside 2 is kept consistent with any changes to the OBR fan charts, we calculate the Downside 2 GDP by taking the percentage difference between Downside 2 and Downside 1 GDP in the original forecast and applying this difference to the new Downside 1. Once we have established the GDP paths for each scenario, we run them through the Oxford Global Economic Model (OGEM) to derive the other macroeconomic variables, such as unemployment and house prices. These variables are the product of the GDP growth paths we have forecast and the output of the OGEM for these growth paths. These are then reviewed to ensure consistency with the narrative of each scenario and therefore changes to these variables may be required in some cases. We then impose a Bank Rate profile for each scenario using expert judgement. We determine the Bank of England Bank Rate by using the base case Bank Rate profile and adjusting this for each of the four other scenarios. To do this, we firstly consider what each of the scenarios is trying to achieve. For the upside scenario, which has a slightly higher growth path, we assume a smaller increase in Bank Rate in 2023 with cuts beginning in 2024 in similar increments as the base case. For Downside 2 the scenario shows monetary policy being tightened to contain inflation at a time of weakening output growth, so here we assume the Bank of England raises rates to the same peak as in the base case to bring inflation back to its target rate, but that cuts start earlier as economic growth falls much more markedly and the Bank of England look to aid the economy. The rising Bank Rate profiles are based on forward guidance from the Bank of England, where increases are assumed to be gradual and incremental. For the Downside 1 scenario, this has a lower Bank Rate profile than in the base as the Bank of England look to bolster the economy earlier despite above target inflation rates, and for Stubborn Inflation, this reflects a larger increase in Bank Rate as inflation remains persistently above target. In this way, our scenarios reflect a range of possible outcomes that the Bank of England may follow for different growth paths, but also assumes that the Bank of England does not slash rates due to recessionary concerns. Our use of five scenarios is designed to reflect different possible outcomes to the base case forecast highlighting the upside and downside risks associated with the central scenario. The downside risks for the UK economy include a further and sharper downturn in global growth, a substantial increase in inflation which raises the cost of living, a continuation of the very low productivity growth seen in the UK, and a move to a more protectionist agenda for trade. The upside risks were more muted at the end of 2022 and include a stronger recovery in global growth, a faster fall in inflation, coupled with a move to more open trade and further trade agreements with other countries. We update the baseline in our economic scenarios at least twice a year in line with our annual budgeting and three-year planning processes, or sooner if there is a material change in current or expected economic conditions. For instance, in 2022 the base case has been updated every quarter. We refresh all our economic scenarios each quarter to reflect the latest data and OBR fan charts if these have changed, which are then reviewed and approved by the Credit Risk Provisions Forum (CRPF). The CRPF also assesses the probability weights at least once a quarter. We do not use consensus forecasts as inputs to our models, but we do compare the outputs of our models against consensus views for the base case, to make sure that we understand any significant differences and address them where needed. At the end of 2022, there were no significant differences between our base case forecasts and the consensus views. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 48 In 2022, we were also able to do further peer benchmarking analysis of the economic scenarios using the data the PRA provided, which for Q4 2022 included the mean weighted analysis for a selection of economic variables, including GDP, unemployment rate and HPI. This meant that we could compare our weighted scenarios against the average of our peers to understand what differences there may be. The conclusion of this analysis demonstrated that our economic scenarios were in line with our peers although, on a weighted basis, our house price inflation assumption reflected a more conservative view. In 2022, we also considered any likely impact from climate change risk on our forecasting approach and concluded that no adjustment to the multiple economic scenarios for climate change risk was required. This is because climate change effects are generally regarded to be relevant over a longer timeframe than our forecast period of five years. Our forecasting period for GDP is five years and then we revert to the average trend growth over three years based on the OBR’s long-run GDP forecast assumption. The reversion to mean for all macroeconomic variables is expected to take three years after the initial five-year forecast period. Key changes to our forecasting approach in 2022 In 2022, there were no specific changes to our forecasting approach. The OBR returned to publishing its fan charts and the latest version, published in March 2022, have been incorporated. Base case For our base case, the forecasts include a 6 quarter recession with a peak to trough fall in GDP of c.2%, caused by falling real disposable incomes due to the cost of living crisis and higher interest rates which push up housing costs. The forecasts also incorporate the policies set out in the Autumn Statement, including the changes to the Energy Price Guarantee scheme. It is normal practice to review the scenarios and associated weights every quarter to ensure they appropriately reflect the current economic circumstances, and we will continue to follow that approach particularly as the advice the UK Government issues is subject to change in this fluid environment. Base case key macroeconomic assumptions –House price growth: The housing market was surprisingly resilient in the first half of 2022. However, the sharp rise in mortgage rates has triggered a slowdown in house price growth in recent months. With survey indicators pointing to a sharp reduction in demand as buyer confidence is hit by a squeeze on affordability from higher inflation, taxes and mortgage rates, house prices are expected to continue declining in the near-term. We are forecasting a 10% year-on-year decline in house prices by the end of 2023, with zero growth anticipated by the end of 2024. Once the Bank Rate moves towards its neutral level, house price growth starts to pick up and by the end of the forecast period is in line with long term average earnings growth. –GDP: The GDP forecasts for Q3 showed negative growth of -0.3% q/q and there is a high likelihood of a further contraction in Q4 which would push the UK economy into recession. The Q3 data showed that households and businesses are reducing spending to deal with rising costs, particularly of essential goods such as food and energy. All of this is likely, along with additional costs, to weigh on businesses with some firms falling into insolvency and there are examples of this being reported in Q4. The economy is expected to officially be in recession by the end of 2022 and for all of 2023, with growth remaining weak in 2024. While support from the Autumn Statement was reduced in some areas, for example with energy costs, there was some positive news for those on benefits and receiving the state pension, with both increasing in line with September’s inflation rate of 11.1% and with the minimum wage also set to increase in April 2023. This should help support household spending and prevent a deeper economic downturn than the c.2% decline we expect. –Unemployment rate: Unemployment rose to 3.7% in the 3 months to October as labour demand started to soften and inactivity among early retirees fell. However, the large increase in inactivity due to ill health or workers opting for early retirement is keeping unemployment rates low. Vacancies remain at high levels although they are continuing to fall back as demand of goods and services declines. With the effect of rising energy costs and interest rates, it is likely that labour demand will fall back further as some firms become insolvent and others find that demand for goods and services reduce as households restrict spending as real earnings fall. Whilst the forecast does not assume a large rise in unemployment, the rate peaks at 5.1% by end of 2024 as labour demand and supply conditions change, including previously inactive workers returning to the labour force. –Bank Rate: For the Bank Rate forecast, the last actual data point for 2022 was December when the MPC increased rates by 50bps to 3.50% in line with expectations. This was followed by another 50bps rise to 4.00% in February, with two members voting in favour of no change. Our base case assumes that in Q1 2023 there will be no additional rises. Rate cuts start in Q2 2024 as inflation starts to fall back and the MPC looks to boost flagging growth. Bank Rate ends 2024 at 3.25%, with further cuts in 2025 leaving the terminal rate at 2.50% over the medium-term. In the medium-term, the projections assume that current demographic and productivity trends will continue, causing a reduction in the UK’s growth potential. For instance, it is likely that the reduction in the UK workforce continues and that this will have a knock-on impact for the economy, particularly if there are shortages of skilled workers in particular sectors. This is reflected in an average annual growth expectation of 1.6%, the OBR’s latest estimate of the UK’s long run average growth rate. CPI inflation is forecast to be significantly above the 2% target rate in the initial forecast period but then falls to target by the end. Key changes to our base case in 2022 The key changes to our base case assumptions in 2022 were: (i) weaker GDP growth in 2023 and 2024 which largely reflects the bigger hit to consumer spending from the squeeze on real incomes; (ii) higher and longer above target inflation in response to rising food, fuel and utility bills; (iii) a steeper Bank Rate profile with rates now reaching 4% in 2023, with cuts starting in 2024. This had the effect of increasing the weighted average Bank Rate profile across the five scenarios to 4.29%; and (iv) house prices are 10% lower by the end of 2023. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 49 Other scenarios Based on this revised base case, we have reviewed our suite of scenarios to ensure that they capture the wide range of potential outcomes for the UK economy. These include (i) reflecting persistent above target inflation over the forecast period; (ii) a slower recovery that is more akin to the ‘U’ shape of past recessions; (iii) labour market frictions due to skills mismatches and a shrinking workforce as some discouraged workers leave altogether (for example EU workers returning to their native countries and older UK-born workers retiring early); and (iv) the global economy recovering more swiftly from higher inflation. To reflect these potential outcomes, we decided to continue to use the base case and four additional scenarios, which management considers provides a range wide enough to reflect all the above potential outcomes. However, as the risks remain skewed to the downside, to reflect these outcomes sufficiently, we concluded that only one upside scenario would be needed to reflect the upside risks to the base case. As with the base case, the scenarios are forecast over a five- year period and then mean revert over the next three years to the OBR's latest estimate of the UK's long run average growth rate. The four other scenarios are: One upside scenario This scenario has a quicker recovery than the Baseline although remains benign. It assumes that inflation falls back more swiftly than in the base case, with a quicker end to the Ukraine conflict which helps to reduce gas and food prices. This allows the Bank of England to cut rates bringing them back to what is more likely to be the neutral rate, with households using some of the additional levels of saving accrued over the pandemic. This results in higher consumer and business confidence enabling higher levels of spending with savings rates falling back as real earnings growth returns. House prices fall marginally more than the base case, mainly due to the implied relationship between GDP and HPI used by the Oxford Economics model compared to that used by Management to construct the base case. Three downside scenarios Downside 1 - This scenario is a bear case to the baseline. It assumes that peak to trough economic growth is lower and that the path out of recession is weaker. In this scenario excess savings are not used to support growth as consumer confidence remains extremely low, with households worried over the prospect of losing their job. House prices fall further than in the base case as more households look to downsize to lower mortgage repayments. Although inflation remains significantly above target, due to the very poor economic conditions, the Bank of England decides to cut Bank Rate earlier than in the base case to try and bolster growth. Downside 2 - This scenario is similar in severity to a typical stress test scenario. It shows a marked fall in GDP, with unemployment rising to levels consistent with the Global Financial Crisis (GFC) and house prices falling by almost a third as real incomes are squeezed by higher mortgage rates, inflation and taxes, which in turn hits buyer affordability. The scenario also reflects ongoing strike action by various unions pushing for larger pay growth, along with dealing with potential blackouts and the possibility of curtailed working weeks to deal with the energy supply shortage over the winter months. It further assumes that the incidence of major risk events, for example those caused by climate change, continue to occur exposing risks to countries’ fiscal position and the means to respond to such events. For this scenario an overlay to the unemployment rate was also made to the model output from the OGEM. This was to account for the possibility of a recession of similar magnitude to that of 2008/09 where the unemployment rate peaked at 8.5%. Stubborn inflation - which has replaced the Downside 3 scenario that was related to Covid-19. The scenario considers the effect on the UK economy of a persistent inflationary environment, where inflation remains above target for much of the forecast period. This persistent inflation is created by a combination of factors, including higher energy costs exacerbated by the conflict in Ukraine; continuous wage rises resulting in a spiral effect pushed by increasing numbers of strikes; falling productivity; and continuing supply constraints pushing up input prices. This causes a peak to trough fall in GDP of -4% and a much higher Bank Rate profile with a peak of 6% to combat persistently higher inflation. House prices fall c.20% which is similar to the GFC. Key changes to our alternative scenarios in 2022 The key changes in 2022 were to Stubborn Inflation, which was changed from a pandemic scenario to one considering the effects of persistently above target inflation; to the Bank Rate profile of the scenarios to reflect current levels; and changes to the base case, historical data for each variable, and the OGEM. We did not make any other methodological changes to the scenarios. The combination of these different inputs will mean differences across the variables for each of the alternative scenarios when we update them each quarter. We continue to compare the variables between each quarter and review any large changes to ensure they are not erroneous. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 50 The table below sets out our macroeconomic assumptions for each of the five scenarios at 31 December 2022: Upside 1 Base case Downside 1 Downside 2 Stubborn Inflation Weighted % % % % % % GDP(1) 2021 (actual) 7.5 7.5 7.5 7.5 7.5 7.5 2022 4.4 4.4 4.3 3.7 4.2 4.3 2023 (1.0) (1.3) (1.9) (6.4) (2.7) (2.2) 2024 0.8 0.5 (0.3) (0.7) (0.9) 0.0 2025 2.0 1.6 0.5 1.7 0.2 1.2 2026 2.0 1.5 0.4 1.5 0.6 1.2 Bank Rate(1) 2021 (actual) 0.25 0.25 0.25 0.25 0.25 0.25 2022 3.50 3.50 3.50 3.50 3.50 3.50 2023 3.75 4.00 3.50 3.75 6.00 4.29 2024 3.00 3.25 2.75 3.00 5.50 3.59 2025 2.50 2.75 2.50 2.75 3.50 2.85 2026 2.25 2.50 2.25 2.50 3.00 2.55 HPI(1) 2021 (actual) 8.7 8.7 8.7 8.7 8.7 8.7 2022 7.6 7.0 7.6 7.6 7.6 7.3 2023 (8.8) (10.0) (10.0) (15.8) (10.9) (10.7) 2024 (4.3) 0.0 (6.7) (14.3) (8.8) (4.4) 2025 0.6 2.0 (3.1) (4.1) (4.9) (0.8) 2026 4.1 3.0 (0.2) 4.7 (0.6) 2.0 Unemployment(1) 2021 (actual) 4.0 4.0 4.0 4.0 4.0 4.0 2022 3.7 3.8 3.7 4.4 3.7 3.8 2023 4.7 4.7 5.1 8.5 5.5 5.3 2024 4.5 5.1 5.4 8.0 5.9 5.6 2025 4.5 4.5 5.8 7.4 6.4 5.4 2026 4.4 4.3 6.1 6.8 6.6 5.3 The table below sets out our macroeconomic assumptions for each of the five scenarios at 31 December 2021: Upside 1 Base case Downside 1 Downside 2 Downside 3 Weighted % % % % % % GDP(1) 2020 (9.7) (9.7) (9.7) (9.7) (9.7) (9.7) 2021 7.0 6.9 6.8 6.2 5.6 6.7 2022 4.8 4.6 4.1 (0.7) (7.5) 2.8 2023 2.2 1.7 0.9 0.5 3.1 1.4 2024 1.9 1.5 0.5 1.6 1.5 1.3 2025 2.1 1.6 0.5 1.7 1.5 1.4 Bank Rate(1) 2020 0.10 0.10 0.10 0.10 0.10 0.10 2021 0.25 0.25 0.25 0.25 0.25 0.10 2022 0.75 0.75 0.75 1.00 (0.50) 0.55 2023 0.75 0.75 0.75 2.00 0.00 0.96 2024 1.25 0.75 1.00 3.00 0.00 1.24 2025 1.75 0.75 1.00 2.75 0.00 1.21 HPI(1) 2020 6.9 6.9 6.9 6.9 6.9 6.9 2021 5.4 5.0 5.4 5.4 (2.5) 4.8 2022 (0.8) 2.0 (1.8) (8.3) (19.6) (2.0) 2023 (2.0) 2.0 (4.6) (13.1) (9.3) (3.1) 2024 1.0 2.0 (3.1) (4.8) 2.4 (0.4) 2025 3.8 2.0 (0.7) 4.3 3.3 2.1 Unemployment(1) 2020 5.2 5.2 5.2 5.2 5.2 5.2 2021 4.4 4.7 4.4 4.4 6.8 4.7 2022 4.4 4.5 4.8 6.9 11.4 5.4 2023 4.2 4.4 5.0 6.9 8.7 5.2 2024 3.9 4.3 5.1 6.4 8.0 5.0 2025 3.7 4.3 5.4 6.1 7.4 5.0 (1)GDP is the calendar year annual growth rate, HPI is Q4 annual growth rate and all other data points are at 31 December in the year indicated. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 51 Our macroeconomic assumptions and their evolution throughout the forecast period Our macroeconomic assumptions and their evolution throughout the forecast period for 31 December 2022 and 31 December 2021 were: Upside 1 Base case Downside 1 Downside 2 Stubborn Inflation 2022 % % % % % House price growth 5-year average increase/decrease (0.73) (0.62) (3.79) (4.82) (4.69) Peak/(trough) at (1) (12.79) (11.19) (19.00) (30.69) (23.12) GDP 5-year average increase/decrease 1.17 0.75 (0.17) (0.63) (0.45) Cumulative growth/(fall) to peak/(trough) (2) 5.98 3.80 (0.84) (3.12) (2.23) Unemployment rate 5-year end period 4.17 4.28 6.09 6.23 6.40 Peak/(trough) at (1) 4.72 5.10 6.12 8.50 6.64 Bank of England bank rate 5-year end period 2.25 2.50 2.25 2.50 3.00 Peak/(trough) at (1) 3.75 4.00 3.50 4.00 6.00 Upside 1 Base case Downside 1 Downside 2 Downside 3 2021 % % % % % House price growth 5-year average increase/decrease 1.30 2.00 (1.78) (3.27) (6.00) Peak/(trough) at (1) (3.07) 0.00 (9.87) (24.03) (32.12) GDP 5-year average increase/decrease 2.33 1.89 0.93 0.49 (0.58) Cumulative growth/(fall) to peak/(trough) (2) 12.19 9.83 4.75 2.48 (2.85) Unemployment rate 5-year end period 3.60 4.30 5.65 5.95 6.80 Peak/(trough) at (1) 4.45 4.70 5.65 7.27 11.90 Bank of England bank rate 5-year end period 2.00 0.75 1.00 2.25 0.25 Peak/(trough) at (1) 2.00 0.75 1.00 3.00 (0.50) (1)For GDP and house price growth it is the peak to trough change within the 5-year period; for the unemployment rate it is the peak; and for Bank Rate it is the peak or trough. (2)This is the cumulative growth for the 5-year period. Scenario weights Each quarter, we undertake a full review of the probability weights we apply to the scenarios. We consider the probability of the economic scenarios occurring, while ensuring that the scenarios capture the non-linear distribution of losses across a reasonable range. To support our initial assessment of how likely a scenario is to occur, we typically undertake a Monte Carlo analysis which would ascertain the likelihood of a five-year average GDP forecast growth rate occurring based on the long run historically observed average. Creating a standard distribution bell curve around this long run average allows us to estimate the probability of a given GDP scenario occurring and therefore assign a probability weight to that scenario. However, a key challenge with this approach in a stressed environment like the one seen in 2020 is that extreme GDP forecasts can occur. We continue to use the entire historical GDP data set available for the Monte Carlo analysis to smooth out the large GDP data swings that the pandemic gave. For 2022, the base case sits around the 20th percentile as growth is lower now that a further recession is predicted. Under the longer period, the Downside 2 scenario, which has the lowest CAGR, now sits below the 10th percentile suggesting that a lower weight than the base case remains appropriate. We also need to consider the UK economic and political environment when applying weights. Given the current cost of living crisis, we remain of the view that the risks to UK growth are still biased to the downside and include: a substantial increase in inflation staying above target for longer, which raises the cost of living reducing consumer demand; continuing weak investment reflecting the turbulent political global environment; further development of Covid strains that are immune to vaccines leading to further restrictions; a larger negative impact from the EU trade deal given ongoing issues such as in NI; a continuing and significant mismatch between vacancies and skills along with a smaller labour force; and the increasing possibility of a second Scottish referendum which may bring disruption to any recovery in the latter years of the forecast. As such, it remains appropriate to reflect this with a 45% cumulative weighting for the downside scenarios. In contrast to last year, Downside 3 (i.e. the stubborn inflation scenario) has a heavier weight compared to downside 1 and 2 as this scenario is more representative of the current climate of potential stagflation. The scenario weights we applied for 2022 and 2021 were: Upside 1 Base case Downside 1 Downside 2 Stubborn Inflation Weighted Scenario weights % % % % % % 2022 5 50 15 10 20 100 Upside 1 Base case Downside 1 Downside 2 Downside 3 Weighted Scenario weights % % % % % % 2021 5 45 25 20 5 100 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 52 Definition of default (Credit impaired) (audited) We define a financial instrument as in default (i.e. credit impaired) for purposes of calculating ECL if it is more than three months past due, or if we have data that suggests the customer is unlikely to pay. The data we have on customers varies across our business segments. It typically includes where: Retail Banking and Consumer Finance –They have been reported bankrupt or insolvent and are in arrears –Their loan term has ended, but they still owe us money more than three months later –They have had forbearance while in default and have failed to perform under the new arrangement terms, or have had multiple forbearance. Performing forborne –We have suspended their fees and interest because they are in financial difficulties –We have repossessed the property. Corporate & Commercial Banking and Corporate Centre –They have had a winding up notice issued, or something happens that is likely to trigger insolvency – such as another lender calls in a loan –Something happens that makes them less likely to be able to pay us – such as they lose an important client or contract –They have regularly missed or delayed payments, even though they have not gone over the three-month limit for default –Their loan is unlikely to be refinanced or repaid in full on maturity –Their loan has an excessive LTV that is unlikely to be resolved, such as by a change in planning policy, pay-downs, or increase in market value –Loans restructured under financial difficulties, classified as forborne transactions, in last 12 months. Where we use the advanced internal ratings-based basis for a portfolio in our capital calculations, there are differences with the default definitions for ECL purposes. The main differences are as follows: –Performing forborne accounts while not in default are in Stage 2 until they cure their forbearance status (measured as 12 consecutive months of successful payments). –Performing non-forborne accounts, which under our internal rating-based basis are subject to a 3-month cure period, for accounting purposes we classify them in Stage 2 until they cure all SICR triggers. The CRPF reviews and approves the definition of default each year, or more often if we change it. Following the implementation of a new regulatory definition of default in early 2022, we updated and aligned our definitions. This increased the Stage 3 ratio by 7bps (£0.2bn). This was due to including non-performing forbearance accounts which were previously reported in Stage 2 and are now reported in Stage 3 in line with unlikeliness to pay definitions, subject to a 12-month probation period in line with our regulatory default definition. The change in definition was a change in estimate and therefore prior periods have not been amended. Significant Increase in Credit risk (SICR) (audited) Loans which have suffered a SICR since origination are subject to a lifetime ECL assessment which extends to a maximum of the contractual term of the loan, or the behavioural term for a revolving facility. Loans which have not experienced a SICR are subject to 12-month ECL. We assess the credit risk profile of each facility to determine which of three stages to allocate them to: –Stage 1: when there has been no SICR since initial recognition. We apply a loss allowance equal to a 12-month ECL i.e. the proportion of lifetime expected losses that relate to that default event expected in the next 12 months –Stage 2: when there has been a SICR since initial recognition, but the exposure is not considered credit impaired. We apply a loss allowance equal to the lifetime ECL i.e. the expected loss resulting from all possible defaults throughout the residual life of a facility –Stage 3: when the exposure is considered credit impaired. We apply a loss allowance equal to the lifetime ECL. Objective evidence of credit impairment is required. For more, see the section ‘Definition of default (Credit impaired)’ above. We use quantitative, qualitative and backstop criteria to identify exposures that suffer a SICR. The Credit Risk Provisions Forum (CRPF) reviews and approves our SICR thresholds periodically. The Board Audit Committee reviews and challenges their appropriateness each year, or more often if we change them. Quantitative criteria We use quantitative criteria to identify where an exposure has increased in credit risk. We base our criteria on whether any increase in the lifetime PD since origination exceeds a threshold in relative and absolute terms. We base the value anticipated at origination on similar assumptions and data to the ones we use at the reporting date, adjusted to reflect the account surviving to that date. The comparison uses either an annualised lifetime PD, where the lifetime PD is divided by the forecast period, or the absolute change in lifetime PD since origination. Our criteria are absolute (rather than relative) increases in lifetime PD since origination. We also apply a relative threshold of 100% (doubling the PD) across all portfolios. The criteria for 2022 were: For 2022 and 2021 Retail Banking Consumer Finance(2) Corporate & Commercial Banking Corporate Centre Homes Everyday Banking (1) Personal loans Credit cards Overdrafts 30bps 30bps 340bps 260bps 300bps 30bps Internal rating method (1)For larger business banking customers we apply the same criteria that we use for Corporate & Commercial Banking. (2)Consumer Finance use the comparison of lifetime PDs to determine Stage allocation, unlike other products which first turn the lifetime PD into an average yearly PD (annualised) and then do the comparison. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 53 Qualitative criteria We also use qualitative criteria to identify where an exposure has increased in credit risk, independent of changes in PD. The criteria for 2022 and 2021 were: Retail Banking Consumer Finance Corporate & Commercial Banking Corporate Centre Homes Everyday Banking(1) Personal loans Credit cards Overdrafts – In forbearance – Default in last 24m – 30 Days past due (DPD) in last 12m – Bankrupt – £100+ arrears – In Collections – Default in last 12m – £50+ arrears – In forbearance – Default in last 12m – In Collections – £100+ arrears – Behaviour score indicators – Fees suspended – Default in last 12m – Debit dormant >35 days – Any excess in month – In forbearance – Deceased or Insolvent – Court ‘Return of goods’ order or Police watchlist – Agreement terminated – Payment holiday – Cash Collection – In forbearance – Default in last 12m – Watchlist: proactive management – Default at proxy origination – Watchlist: proactive management (1)For larger business banking customers we apply the same criteria that we use for Corporate & Commercial Banking. An additional qualitative assessment was introduced as part of new Judgemental Adjustment introduced during 2022 in response to the cost of living crisis. Exposures that were deemed more significantly impacted by cost-of-living pressures based on indebtedness and disposable income thresholds were migrated to Stage 2. See 'Judgemental Adjustments (JAs) below for more on this. Backstop criteria As a backstop, we classify all exposures more than 30 or 90 DPD in at least Stage 2 or in Stage 3, respectively. This means that we do not rebut the backstop presumptions in IFRS 9 (i.e. credit risk has significantly increased if contractual payments are more than 30 DPD) relating to either a SICR or default. Improvement in credit risk or cure We transfer Stage 3 exposures to Stage 2 or Stage 1 when we no longer consider them to be credit impaired. We transfer Stage 2 exposures to Stage 1 when we no longer consider them to have suffered a SICR. Where we identified a SICR using quantitative criteria, we transfer the exposures to Stage 1 when they no longer meet the original PD-based transfer criteria. Where we identified a SICR using qualitative criteria, the issues that led to the transfer must be cured before we transfer the exposure to Stage 1. For a loan to exit forbearance, it must meet the conditions set out in the section ‘Forbearance’. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 54 Judgemental Adjustments (JAs) formerly known as Post Model Adjustments (PMAs) (audited) We use a range of methods to identify whether we need a JA. These include regular review of model monitoring tools, changes in the period, trend analysis, comparison against forecasts, and input from expert teams who manage key portfolio risks. We only recognise a JA if its expected impact is over £1m and keep it in place until we no longer need it. This is usually when we build it into our core credit model or the conditions that impacted the historical data no longer exist. Our Risk Provisions & Forecasting team calculates JAs to ensure they are incremental to the core credit model and to ensure the calculation is performed in a consistent and controlled manner. We apply standard end-user computing controls to JAs expected to be in place for more than six months. Our Independent Validations Team may also review significant JAs. The CRPF approves all new JAs and, each quarter, reviews and approves existing JAs. –Long-term indeterminate arrears: To mitigate the risk of model underestimation, we fully provide for accounts in arrears which have neither repaid (cured) or been written-off after a period of 2 years for unsecured portfolios or 5 years for secured portfolios. For our secured portfolios, we use expected security valuations at the point of repossession to estimate the adjustment. At 31 December 2022 and 31 December 2021, we only needed to make an adjustment for mortgages. When calculating the ECL uplift for this JA, management assumes a 2 year delay in the time to repossessions which reflects experience and ensure the LTVs are impacted by our Multiple scenario forecasts for HPI. Over the medium term, as we continue to address long term arrears in the portfolio, we expect the need for this JA will diminish. This JA increased our ECL by £13m . Had management assumed no delay in repossessions or a 3 year delay, the JA could have been within a range of £12m to £14m. –12+ months in arrears: To mitigate the risk of underestimating ECL, mortgage accounts which are more than 12 months past due are fully provided for after deducting a historically observed self-cure rate. When calculating the ECL uplift for this JA, management assumes a 2 year delay in the time to repossessions which reflects experience and ensure the LTVs are impacted by our Multiple scenario forecasts for HPI. Over the medium term, as we continue to address long term arrears in the portfolio, we expect the need for this JA will diminish. This JA increased our ECL by £22m. Had management assumed no delay in repossessions or a 3 year delay, the JA could have been within a range of £7m to £28m. –Cladding risk: Following the Government's intervention to support the owners of flats where cladding rectification may be required, we released this JA. –Mortgages affordability: This JA addresses the risk that the current PD model for mortgages is likely to underestimate a 'cost of living crisis' whereby real disposable income is stretched with increasing living costs and debt burden as interest rates begin to rise. The JA identifies a population of customers most likely to be under inflationary pressures, increases their PDs and moves them to Stage 2. At 31 December 2022, these accounts made up a significant amount of the total mortgage Stage 2 population as £5.0bn mortgages were moved from Stage 1 into Stage 2 as a result. The JA increased our ECL by £9m in 2022 with a closing ECL of £27m . –Affordability of unsecured lending repayments: We introduced new JAs to account for the potential repayment affordability risk among those customers with low disposable income. These JAs increased our ECL by £35m. Had management applied different sensitivities to the PD uplifts across Mortgages and Retail unsecured affordability, the ECL impact could have been between £49m and £82m. –UPL loss floor: This JA addresses the perceived macroeconomic insensitivity within the UPL IFRS 9 models, where historical analysis of losses shows a much larger correlation to the International Labour Organisation (ILO) unemployment forecast than the model gives. The JA then uplifts the lifetime losses expected in each of the five macroeconomic scenarios within the IFRS 9 model to meet the expected losses the historical analysis predicts. The JA increased our ECL by £15m . If management had only increased PDs, the JA could have been £12m. –Model underestimation: This JA addresses potential underestimation risk of projected modelled ECL identified by our model monitoring and back-testing from lower PDs given the low level of macroeconomic stress and timing effects of government support schemes on emergence of defaults. At 31 December 2022, this JA increased our ECL by £57m. Had management applied the same PD uplift on the upside 1 scenario the JA could have been £49m. Had management applied the same PD uplift on the Downside 3 scenario as the Base case, Upside 1 and Downside 1 scenarios, the JA could have been £60m. –Corporate lending to segments affected by supply chain: We introduced new JAs to reflect the corporate lending risks to those sectors which are susceptible to high inflation and energy prices, higher input costs, potential for lower consumer and business demand, as well as exposure to supply chain challenges. This JA calculates ECL depending on the customer’s risk profile in stage 1 and moves risk between stage 1 and 2 (resulting in increase in lifetime vs 12m ECL). In case of those clients already in stage 2 the JA is calculated by stressing PD levels according to the risk profile of the customer. In total this JA increased our ECL by £61m. The range for this JA can be between £26m to £187m depending on PD assumptions of high and severe sectors. –Corporate lending to segments affected by Covid-19: In 2022, following a successful 18 month probation period, with no material observed defaults, we released all corporate sector staging JAs related to Covid-19 as the risks from lockdowns have reduced. –Corporate single large exposure: In 2020, to mitigate against the risk of a single large corporate exposure with an ECL requirement of greater than £10m defaulting, which has not been covered by the existing model estimate or the corporate and SME JA above, we applied a JA for the risk of a company which unexpectedly defaults. This JA has been calculated based on incurring two average historically observed single name large losses in our Corporate & Commercial business segment. We will continue to assess this risk over the medium term based on actual experience and we will refine the estimate based on changes in our portfolio credit quality and loan size mix. At 31 December 2021, this JA increased our ECL by £23m . Had management assumed only one average loss was incurred the JA would decrease to £12m. The JA would increase to £35m assuming three average losses were incurred. It has been assessed and decision made to keep this JA as it is felt there is still a need for this given we are the start of a conventional recessionary environment. It is believed that the unprecedented support provided by the government over the last 2 to 3 years have differed stresses and accounted for the lack of any actual examples where we would have looked to utilise this JA. –SME debt burden: We introduced a SME debt burden JA in 2021 to take account of the potential debt burden risk of unsecured lending to our SME customers who also took a BBL. This does not incorporate the credit risk on BBLs, as these are government guaranteed but instead considers the possible impact on repayment of other lending with us. At 31 December 2022, this JA increased our ECL by £7m . Had management used the modelled lifetime losses for all dragged accounts, the JA could have been £3m. Had management used a 50% coverage on all accounts, the JA could have been £15m. –Other: This includes adjustments for other exposures in smaller portfolios that are not within models such as Buy To Let Mortgages. The year on year movement is driven by the absence of a £32m underlay JA which corrected an overstatement of the core modelled ECL as a result of customers who took a payment holiday artificially inflating stage 2. This was released in 2022 as the data distortion no longer impacted the modelled ECL. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 55 Climate change In addition 2022 and 2021,we assessed the risks to asset valuations in the customer loan book from both transitional and physical risks associated with climate change. At 31 December 2022 and 2021, we did not consider it appropriate to recognise a climate change risk related JA for the following reasons: –The behavioural life of the loan book is less than five years. Any material transitional risks are generally regarded to be relevant over a longer timeframe than five years and as such, the risk predominantly relates to assets yet to be written; –There have been no observed default events or SICRs due to climate change for any part of the loan book; –The absolute exposure to fossil fuel industries is not deemed to be material. On an individually assessed basis, clients in these industries are highly rated and their markets remain highly liquid; –The residual value of automotive vehicles might be impacted by diesel obsolescence and the transition to electric vehicles.The residual value risk is already set at the more cautious end of the acceptable range to capture the inherent risk of diesel obsolescence and measurement uncertainty of electric vehicles; –ECL calculations are based on multiple forward-looking economic scenarios developed by management covering a period of 5 years, during which timeframe climate change risks may crystallise; –The proportion of mortgage loans subject to flood and subsidence risk is not deemed to be material. The terms of our mortgage lending also require homeowners to buy suitable insurance which transfers the majority of the risk to asset valuations to third party insurers. Homes Everyday Banking Consumer Finance CCB Corporate Centre Total Mortgages Credit Cards Other 2022 £m £m £m £m £m £m £m Modelled ECL 133 112 93 65 194 — 597 Individually assessed — — — — 112 — 112 ECL before JAs 133 112 93 65 306 — 709 JAs Long-term indeterminate arrears 13 — — — — — 13 12+ months in arrears 22 — — — — — 22 UPL loss floor — — 15 — — — 15 Model underestimation 36 2 19 — — — 57 Corporate single large exposure — — — — 23 — 23 Other 20 1 10 2 3 — 36 Total JAs 91 3 44 2 26 — 166 Affordability and Cost of Living JAs Corporate lending to segments affected by supply chain — — — — 61 — 61 Mortgages affordability 27 — — — — — 27 Retail Unsecured Affordability — 15 20 — — — 35 SME debt burden — — 7 — — — 7 Total Affordability and Cost of Living JAs 27 15 27 — 61 — 130 Total ECL 251 130 164 67 393 — 1,005 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 56 Homes Everyday Banking Consumer Finance CCB Corporate Centre Total Mortgages Credit Cards Other 2021 £m £m £m £m £m £m £m Modelled ECL 120 88 57 52 108 425 Individually assessed — — — — 100 — 100 ECL before JAs 120 88 57 52 208 — 525 JAs Long-term indeterminate arrears 14 — — — — — 14 12+ months in arrears 29 — — — — — 29 Cladding Risk 15 — — — — — 15 UPL loss floor — — 21 — — — 21 Other (20) 1 8 — 18 — 7 Total JAs 38 1 29 — 18 — 86 Covid-19 JAs Corporate lending to segments affected by Covid-19 — — — — 176 — 176 Corporate single large exposure — — — — 23 — 23 Model underestimation 14 — 14 — — — 28 SME debt burden — — 9 — — — 9 Total Covid-19 JAs 14 — 23 — 199 — 236 Affordability and Cost of Living JAs Mortgages affordability 18 — — — — — 18 Total Affordability and Cost of Living JAs 18 — — — — — 18 Total ECL 190 89 109 52 425 — 865 2022 compared to 2021 JAs reduced from £340m to £296m and the proportion of JAs to total ECL decreased from 39% to 29%. The change in proportion was mainly due to an increase in total ECL driven by the deterioration in the economic environment compared to 2021. Internal credit risk rating for corporate borrowers (audited) We assign each corporate borrower an internal credit rating based on our internal rating scale. 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 on a dynamic basis and at least once a year. The internal risk rating is used to determine the Probability of Default for a client. Individually assessed corporate Stage 3 exposures (audited) We assess the ECL requirement for large single name corporate exposures on an individual basis when they meet our definition of default and are transferred into Stage 3. This assessment takes into consideration the latest specific information about the counterparty to determine a probability weighted ECL based on a best, worst and mid case outcome. For those loans that were in default (i.e. Stage 3), the ECL was £129m at 31 December 2022 (2021: £100m). Had management assumed the best or worst outcome in terms of loss estimates, the ECL could have been within a range of £68m to £203m. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 57 Sensitivity of ECL allowance (audited) The ECL allowance is sensitive to the methods, assumptions and estimates underlying its calculation. For example, management could have applied different probability weights to the economic scenarios. In addition, the ECL for residential mortgages is significantly affected by the HPI assumptions which determine the valuation of collateral used in the calculations. Had management used different assumptions on probability weights and HPI, a larger or smaller ECL charge would have resulted that could have had a material impact on the ECL allowance and profit before tax. We have incorporated judgemental adjustments (JA's) into the sensitivity analysis, and these assumptions are set out below. Scenario sensitivity The tables below show the ECL allowances that would have arisen had management applied a 100% weight to each economic scenario. The allowances were calculated using a stage allocation appropriate to each scenario and differs from the probability-weighted stage allocation used to determine the ECL allowance shown above. For exposures subject to individual assessment, the distribution of ECL which could reasonably be expected has also been considered, assuming no change in the number of cases subject to individual assessment, and within the context of a potential best to worst case outcome. Upside 1 Base case Downside 1 Downside 2 Stubborn Inflation Weighted 2022 £m £m £m £m £m £m Exposure 306,284 306,284 306,284 306,284 306,284 306,284 Retail Banking 213,557 213,557 213,557 213,557 213,557 213,557 – Homes - Mortgages 192,346 192,346 192,346 192,346 192,346 192,346 – EDB - Credit Cards 12,845 12,845 12,845 12,845 12,845 12,845 – EDB - Other 8,366 8,366 8,366 8,366 8,366 8,366 Consumer Finance 5,740 5,740 5,740 5,740 5,740 5,740 CCB 28,277 28,277 28,277 28,277 28,277 28,277 Corporate Centre 58,710 58,710 58,710 58,710 58,710 58,710 ECL 930 932 993 1,383 1,149 1,005 Retail Banking 489 497 529 830 647 544 – Homes - Mortgages 214 218 244 501 324 251 – EDB - Credit Cards 122 123 127 142 140 130 – EDB - Other 153 156 158 187 183 163 Consumer Finance 65 66 65 69 68 67 CCB 376 369 399 484 434 394 Corporate Centre — — — — — — % % % % % % Proportion of assets in Stage 2 4.0 4.0 5.0 11.0 7.0 7.0 Retail Banking 4.0 4.0 4.0 10.0 6.0 7.0 – Homes - Mortgages 4.0 4.0 4.0 11.0 6.0 7.0 – EDB - Credit Cards 3.0 3.0 3.0 3.0 3.0 3.0 – EDB - Other 7.0 7.0 7.0 9.0 8.0 8.0 Consumer Finance 6.0 6.0 6.0 6.0 6.0 6.0 CCB 8.0 9.0 9.0 18.0 14.0 12.0 Corporate Centre — — — — — — % % % % % % Proportion of assets in Stage 3 1.0 1.0 1.0 1.0 1.0 1.0 Retail Banking 1.0 1.0 1.0 1.0 1.0 1.0 – Homes - Mortgages 1.0 1.0 1.0 1.0 1.0 1.0 – EDB - Credit Cards — — — — — — – EDB - Other 2.0 2.0 2.0 2.0 2.0 2.0 Consumer Finance 1.0 1.0 1.0 1.0 1.0 1.0 CCB 2.0 2.0 2.0 2.0 2.0 2.0 Corporate Centre — — — — — — Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 58 Upside 1 Base case Downside 1 Downside 2 Downside 3 Weighted 2021 £m £m £m £m £m £m Exposure 313,348 313,348 313,348 313,348 313,348 313,348 Retail Banking 212,396 212,396 212,396 212,396 212,396 212,396 – Homes - Mortgages 190,663 190,663 190,663 190,663 190,663 190,663 – EDB - Credit Cards 12,301 12,301 12,301 12,301 12,301 12,301 – EDB - Other 9,432 9,432 9,432 9,432 9,432 9,432 Consumer Finance 5,298 5,298 5,298 5,298 5,298 5,298 CCB 27,305 27,305 27,305 27,305 27,305 27,305 Corporate Centre 68,349 68,349 68,349 68,349 68,349 68,349 ECL 782 762 851 988 1,141 865 Retail Banking 307 286 375 510 662 388 – Homes - Mortgages 134 125 177 283 437 190 – EDB - Credit Cards 78 72 89 102 101 89 – EDB - Other 95 89 109 125 124 109 Consumer Finance 50 51 51 53 54 52 CCB 425 425 425 425 425 425 Corporate Centre 0 0 0 0 0 0 % % % % % % Proportion of assets in Stage 2 5.0 5.0 5.0 6.0 7.0 5.0 Retail Banking 5.0 5.0 5.0 7.0 8.0 6.0 – Homes - Mortgages 6.0 6.0 6.0 7.0 8.0 6.0 – EDB - Credit Cards 2.0 1.0 2.0 2.0 2.0 2.0 – EDB - Other 3.0 3.0 4.0 5.0 4.0 4.0 Consumer Finance 4.0 4.0 4.0 4.0 4.0 4.0 CCB 16.0 16.0 17.0 21.0 21.0 18.0 Corporate Centre — — — — — — % % % % % % Proportion of assets in Stage 3 1.0 1.0 1.0 1.0 1.0 1.0 Retail Banking 1.0 1.0 1.0 1.0 1.0 1.0 – Homes - Mortgages 1.0 1.0 1.0 1.0 1.0 1.0 – EDB - Credit Cards 0.0 0.0 0.0 0.0 0.0 0.0 – EDB - Other 2.0 2.0 2.0 2.0 2.0 2.0 Consumer Finance 1.0 1.0 1.0 1.0 1.0 1.0 CCB 2.0 2.0 2.0 2.0 2.0 2.0 Corporate Centre 0.0 0.0 0.0 0.0 0.0 0.0 2022 compared to 2021 In 2022 ECL increased as a result of PD deterioration and an introduction of affordability JAs mainly due to changes in the current economic environment. As a risk from further lockdowns relating to Covid19 reduced, we released all Corporate Covid19 related JAs. This release resulted in the movement of £0.4bn corporate Stage 3 loans to Stage 2 and £1.7bn of corporate loans transferred from Stage 2 to Stage 1. However, this was offset by an introduction of a new corporate lending JA relating to segments that are susceptible to high inflation and energy price, higher input costs, potential for lower consumer and business demand. This resulted in movement of £1.4bn from Stages 1 to 2. Mortgage affordability continued to be impacted by the increased base rate and inflationary pressures, resulting in an increase in Stage 2 mortgage asset by £0.8bn. We have incorporated our JA's into the sensitivity analysis. HPI sensitivity Given the relative size of our residential mortgage portfolio, management considers that changes in HPI assumptions used to calculate the ECL allowance for residential mortgages would have the most significant impact on the ECL allowance. The table below shows the ECL impact on the profit before tax of applying an immediate and permanent hour price increase/decrease to our unweighted base case scenario, and assumes no changes to the stage allocation of exposures. Increase/decrease in house prices +20% +10% -10% -20% Increase/(decrease) in profit before tax £m £m £m £m 2022 48 32 (61) (176) 2021 64 40 (69) (197) 2022 compared to 2021 The HPI ECL sensitivity remains similar to 2021. The expected impact from a drop in the HPI index by 10% and 20% is £61m and £176m respectively. There has been moderate growth for 2022 coupled with a negative economic outlook that has resulted in potential losses increasing towards the end of the year. Both the modelled ECL and the PMAs were stressed in the sensitivity analysis to assess the potential impact on ECL from housing market volatility. The impact is driven by marginal growth in the housing market with subdued demand for purchases driven by the increases interest rates. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 59 Measuring ECL (audited) For accounts not in default at the reporting date, we estimate a monthly ECL for each exposure and for each month over the forecast period. The lifetime ECL is the sum of the monthly ECLs over the forecast period, while the 12-month ECL is limited to the first 12 months. We calculate each monthly ECL as the discounted value for the relevant forecast month of the product of the following factors: Factor Description Survival rate (SR) The probability that the exposure has not closed or defaulted since the reporting date. Probability of default (PD) The likelihood of a borrower defaulting in the following month, assuming it has not closed or defaulted since the reporting date. For each month in the forecast period, we estimate the monthly PD from a range of factors. These include the current risk grade for the exposure, which becomes less relevant further into the forecast period, as well as the expected evolution of the account risk with maturity and factors for changing economics. We support this with historical data analysis. Exposure at default (EAD) The amount we expect to be owed if a default event occurs. We determine EAD for each month of the forecast period by the expected payment profile, which varies by product. For amortising products, we base it on the borrower’s contractual repayments over the forecast period. We adjust this for any expected overpayments on Stage 1 accounts that the borrower may make and for any arrears we expect if the account was to default. For revolving products, or amortising products with an off-balance sheet element, we determine EAD using the balance at default and the contractual exposure limit. We vary these assumptions by product and base them on analysis of recent default data. Loss given default (LGD) Our expected loss if a default event were to occur. We express it as a percentage and calculate it based on factors that we have observed to affect the likelihood and/or value of any subsequent write-offs, which vary according to whether the product is secured or unsecured. If the product is secured, we take into account collateral values as well as the historical discounts to market/book values due to forced sales type. We use the original effective interest rate as the discount rate. For accounts in default, we use the EAD as the reporting date balance. We also calculate an LGD to reflect the default status of the account, considering the current DPD and loan to value. PD and SR are not required for accounts in default. Forecast period We base the forecast period for amortising facilities on the remaining contract term. For revolving facilities, we base it on the behavioural, rather than contractual, characteristics of the facility type. In some cases, we shorten the period to simplify the calculation. If we do this, we apply a Judgemental Adjustment to reflect our view of the full lifetime ECL. Forward-looking information Our assessments of a SICR and the calculation of ECL incorporate forward-looking data. We perform historical analysis and identify the key economic variables that impact credit risk and ECL for each portfolio. These can include house price growth, GDP, unemployment rate and BoE Bank Rate. Where applicable, we incorporate these economic variables and their associated impacts into our models. Economic forecasts have the most impact on ECL measurement for residential mortgages and, to a lesser extent, corporate loans. This is due to the long behavioural lives and large size of these portfolios. Economic forecasts have less impact on ECL for other portfolios due to their shorter lives and smaller size. Grouping of instruments for losses measured on a collective basis We measure ECL at the individual financial instrument level. However, where we have used internal capital or similar models as the basis for our ECL models, this typically results in a large number of relatively small homogenous groups. We typically group instruments where they share risk characteristics using statistical models and assess them for impairment collectively. We use this approach for –all our Retail Banking and Consumer Finance portfolios, –SME customers in Corporate & Commercial Banking, and –Legacy Portfolios in run-off in Corporate Centre. We calculate separate collective provisions for instruments in Stages 1, 2 and 3 where the instrument is not individually assessed. For all our portfolios (whether we assess them for impairment individually or collectively) we use five forward-looking economic scenarios. Governance around ECL impairment allowances (audited) Our Risk Methodology team developed our ECL models (except for the external models we use, such as OGEM which we described earlier in ‘Our forecasting approach’), and our Independent Validations team reviews all material models. As model owners, our Risk Provisioning & Forecasting team run the models to calculate our ECL each month. The models are sensitive to changes in credit conditions and reflect management judgements that give rise to measurement uncertainty in our ECL as set out above. The following committees and forums review the provision drivers and ensure that the ECL remains appropriate: –Model Risk Control Forum (MRCF) reviews and approves new models and model changes. It also reviews the use of OGEM as a reliable model on which to base our other forecast macroeconomic variables. We use it across all stress testing and planning so it is subject to model risk criteria. –ALCO reviews and approves the base case used in the economic scenarios we use to calculate forward-looking scenarios. –CRPF reviews and approves the economic scenarios and probability weights we use to calculate forward-looking scenarios. It also reviews management judgements and approves ECL impairment allowances. –Board Audit Committee reviews and challenges the appropriateness of the estimates and judgements made by management. For more on the governance around specific elements of the ECL impairment allowances, including the frequency of, and thresholds for, reviews, including by these committees and forums, see the detailed sections above. How we assess the performance of our ECL estimation process We assess the reasonableness of our ECL provisions and the results of our Staging analysis using a range of methods. These include: –Benchmarking: we compare our coverage levels with our peers. –Stand-back testing: we monitor the level of our coverage against actual write-offs. –Back-testing: we compare key drivers periodically as part of model monitoring practices. –Monitoring trends: we track ECL and Staged assets over time and against our internal budgets and forecasts, with triggers set accordingly. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 60 SANTANDER UK GROUP LEVEL – CREDIT RISK REVIEW Our maximum and net exposure to credit risk (audited) The tables below show the main differences between our maximum and net exposure to credit risk. They show the effects of collateral, netting, and risk transfer to mitigate our exposure. The tables only show the financial assets that credit risk affects and to which the impairment requirements in IFRS 9 are applied. For balance sheet assets, the maximum exposure to credit risk is the carrying value after impairment loss allowances. Off-balance sheet exposures are mortgage offers, guarantees, formal standby facilities, credit lines and other commitments. For off-balance sheet guarantees, the maximum exposure is the maximum amount that we would have to pay if the guarantees were called on. For formal standby facilities, credit lines and other commitments that are irrevocable over the life of the facility, the maximum exposure is the total amount of the commitment. Maximum exposure Balance sheet asset Off-balance sheet Collateral(1) Gross amounts Loss allowance Net amounts Gross amounts Loss allowance Net amounts Cash Non-cash Netting(2) Net exposure 2022 £bn £bn £bn £bn £bn £bn £bn £bn £bn £bn Cash and balances at central banks 44.2 — 44.2 — — — — — — 44.2 Financial assets at amortised cost: –Loans and advances to customers:(3) –Retail Mortgages(4) 184.3 (0.2) 184.1 8.0 — 8.0 — (187.4) — 4.7 –Corporate loans 19.1 (0.4) 18.7 9.3 — 9.3 (0.1) (16.5) — 11.4 –Finance leases 4.6 (0.1) 4.5 0.4 0.4 — (4.8) — 0.1 –Accrued interest and other adjustments 0.7 — 0.7 — — — — — — 0.7 –Other unsecured loans 7.7 (0.2) 7.5 13.7 (0.1) 13.6 21.1 –Amounts due from fellow Banco Santander group subsidiaries and joint ventures 4.2 — 4.2 — — — — — — 4.2 Total loans and advances to customers 220.6 (0.9) 219.7 31.4 (0.1) 31.3 (0.1) (208.7) — 42.2 –Loans and advances to banks 1.0 1.0 0.4 0.4 1.4 –Reverse repurchase agreements – non trading 7.3 — 7.3 — — — — (7.3) — — –Other financial assets at amortised cost 0.2 — 0.2 — — — — — — 0.2 Total financial assets at amortised cost 229.1 (0.9) 228.2 31.8 (0.1) 31.7 (0.1) (216.0) — 43.8 Financial assets at fair value at FVOCI: –Loans and advances to customers — — — — — — — — — — –Debt securities 6.0 — 6.0 — — — — — — 6.0 Total financial assets at FVOCI 6.0 — 6.0 — — — — — — 6.0 Total 279.3 (0.9) 278.4 31.8 (0.1) 31.7 (0.1) (216.0) — 94.0 2021 Cash and balances at central banks 48.1 — 48.1 — — — — — — 48.1 Financial assets at amortised cost: –Loans and advances to customers:(3) –Retail Mortgages(4) 174.7 (0.2) 174.5 16.0 — 16.0 — (177.8) — 12.7 –Corporate loans 19.3 (0.4) 18.9 7.6 — 7.6 (0.1) (16.8) — 9.6 –Finance leases 3.9 (0.1) 3.8 0.3 — 0.3 — (4.7) — (0.6) –Accrued interest and other adjustments 0.5 — 0.5 — — — — — — 0.5 –Other unsecured loans 9.4 (0.2) 9.2 13.4 — 13.4 — — — 22.6 –Amounts due from fellow Banco Santander group subsidiaries and joint ventures 3.2 — 3.2 — — — — — — 3.2 Total loans and advances to customers 211.0 (0.9) 210.1 37.3 — 37.3 (0.1) (199.3) — 48.0 –Loans and advances to banks 1.2 — 1.2 0.4 — 0.4 — — — 1.6 –Reverse repurchase agreements – non trading 12.7 — 12.7 — — — — (12.2) (0.4) 0.1 –Other financial assets at amortised cost 0.5 — 0.5 — — — — — — 0.5 Total financial assets at amortised cost 225.4 (0.9) 224.5 37.7 — 37.7 (0.1) (211.5) (0.4) 50.2 Financial assets at FVOCI: –Loans and advances to customers — — — — — — — — — — –Debt securities 5.9 — 5.9 — — — — — — 5.9 Total financial assets at FVOCI 5.9 — 5.9 — — — — — — 5.9 Total 279.4 (0.9) 278.5 37.7 — 37.7 (0.1) (211.5) (0.4) 104.2 (1)The forms of collateral we take to reduce credit risk include: residential and commercial property; other physical assets, including motor vehicles; liquid securities, including those transferred under reverse repurchase agreements; cash, including cash used as collateral for derivative transactions; and receivables. Charges on residential property are most of the collateral we take. (2)We can reduce credit risk exposures by applying netting. We do this mainly for derivative and repurchase transactions with financial institutions. For derivatives and securities finance transactions, we use standard master netting agreements. For more on this, see ‘Credit risk mitigation’ in the ‘Credit risk - Credit risk management’ section. (3)Balances include interest we have charged to the customer’s account and accrued interest that we have not charged to the account yet. (4)The collateral value shown against advances secured on residential property is limited to the balance of each associated individual loan. It does not include the impact of over–collateralisation (where the collateral has a higher value than the loan balance) and includes collateral we would receive on draw down of certain off–balance sheet commitments. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 61 The tables below show the main differences between our maximum and net exposure to credit risk on the financial assets that credit risk affects and to which the impairment requirements in IFRS 9 are not applied. Balance sheet asset gross amount Collateral(1) Netting(2) Net exposure Cash Non-cash 2022 £bn £bn £bn £bn £bn Financial assets at FVTPL: –Derivative financial instruments 2.4 (1.7) (0.5) 0.2 –Other financial assets at FVTPL 0.1 — — 0.1 Total 2.5 — (1.7) (0.5) 0.3 2021 Financial assets at FVTPL: –Derivative financial instruments 1.7 — (0.7) (0.8) 0.2 –Other financial assets at FVTPL 0.2 — — — 0.2 Total 1.9 — (0.7) (0.8) 0.4 (1)The forms of collateral we take to reduce credit risk include: liquid securities, including those transferred under reverse repurchase agreements; cash, including cash used as collateral for derivative transactions; and receivables. (2)We can reduce credit risk exposures by applying netting. We do this mainly for derivative and repurchase transactions with financial institutions. For derivatives and securities finance transactions, we use standard master netting agreements. They allow us to set off our credit risk exposure to a counterparty against our obligations to the counterparty in relation to transactions under the master netting agreement in the event of default. This gives us a lower net credit exposure. They may also reduce settlement exposure. For more on this, see ‘Credit risk mitigation’ in the ‘Credit risk – Credit risk management’ section. Single credit rating scale In the table below, we have used a single rating scale to ensure we are consistent across all our credit risk portfolios in how we report the risk of default. It has eight grades for non–defaulted exposures, from 9 (lowest risk) to 2 (highest risk). We define each grade by an upper and lower PD value and we scale the grades so that the default risk increases by a factor of ten every time the grade number drops by two steps. For example, grade 9 has an average PD of 0.010%, and grade 7 has an average PD of 0.100%. We give defaulted exposures a grade 1 and a PD value of 100%. In the final column of the table we show the approximate equivalent credit rating grade used by Standard & Poor’s Ratings Services (S&P). PD range Mid Lower Upper S&P equivalent Santander UK risk grade % % % 9 0.010 0.000 0.021 AAA to AA+ 8 0.032 0.021 0.066 AA to AA- 7 0.100 0.066 0.208 A+ to BBB 6 0.316 0.208 0.658 BBB- to BB 5 1.000 0.658 2.081 BB- 4 3.162 2.081 6.581 B+ to B 3 10.000 6.581 20.811 B- 2 31.623 20.811 99.999 CCC to C 1 (Default) 100.000 100.000 100.000 D The PDs in the table above are based on Economic Capital (EC) PD mappings, calculated based on the average PD over an economic cycle. This is different to the IFRS 9 PDs which are calculated at a point in time using forward looking economic scenarios. Where possible, the EC PD values are aligned to the regulatory capital models however any regulatory floors are removed and PDs are defined at every possible rating rather than grouped into rating buckets. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 62 Rating distribution (audited) The tables below show the credit rating of our financial assets to which the impairment requirements in IFRS 9 apply. JAs are incorporated in the balances. For more on the credit rating profiles of key portfolios, see the credit risk review section for each business segment. Santander UK risk grade Loss allowance Total 9 8 7 6 5 4 3 to 1 Other(1) 2022 £bn £bn £bn £bn £bn £bn £bn £bn £bn £bn Exposures On balance sheet Cash and balances at central banks 44.2 — — — — — — — — 44.2 –Stage 1 44.2 — — — — — — — — 44.2 Financial assets at amortised cost: –Loans and advances to customers(2) 9.5 35.9 85.6 52.1 15.2 9.2 5.4 7.7 (0.9) 219.7 –Stage 1 9.5 35.6 83.9 47.9 11.1 3.9 0.5 7.3 (0.1) 199.6 –Stage 2 — 0.3 1.7 4.2 4.1 5.2 2.6 0.2 (0.5) 17.8 –Stage 3 — — — — — 0.1 2.3 0.2 (0.3) 2.3 Of which mortgages: 9.5 33.4 82.3 45.0 7.2 3.8 3.1 — (0.2) 184.1 –Stage 1 9.5 33.1 80.7 41.1 4.1 0.5 0.1 — — 169.1 –Stage 2 — 0.3 1.6 3.9 3.1 3.2 1.3 — (0.1) 13.3 –Stage 3 — — — — — 0.1 1.7 — (0.1) 1.7 –Loans and advances to banks 0.1 (0.1) — — — — — 1.0 — 1.0 –Stage 1 0.1 (0.1) — — — — — 1.0 — 1.0 –Reverse repo agreements – non trading 5.4 0.6 0.1 1.1 — — — 0.1 — 7.3 –Stage 1 5.4 0.6 0.1 1.1 — — — 0.1 — 7.3 –Other financial assets at amortised cost 0.2 — — — — — — — 0.2 –Stage 1 0.2 — — — — — — — 0.2 Total financial assets at amortised cost 15.2 36.4 85.7 53.2 15.2 9.2 5.4 8.8 (0.9) 228.2 Financial assets at FVOCI: 3.5 2.2 0.3 — — — — — — 6.0 –Stage 1 3.5 2.2 0.3 — — — — — — 6.0 Total on balance sheet 62.9 38.6 86.0 53.2 15.2 9.2 5.4 8.8 (0.9) 278.4 Total off–balance sheet 0.1 7.2 6.9 6.5 4.9 2.1 0.4 3.7 (0.1) 31.7 –Stage 1 0.1 7.2 6.8 6.4 4.7 1.7 0.2 3.7 — 30.8 –Stage 2 — — 0.1 0.1 0.2 0.4 0.1 — (0.1) 0.8 –Stage 3 — — — — — — 0.1 — — 0.1 Total exposures 63.0 45.8 92.9 59.7 20.1 11.3 5.8 12.5 (1.0) 310.1 ECL On balance sheet Cash and balances at central banks — — — — — — — — — –Stage 1 — — — — — — — — — Financial assets at amortised cost: –Loans and advances to customers(2) — — — — 0.2 0.2 0.5 — 0.9 –Stage 1 — — — — 0.1 — — — 0.1 –Stage 2 — — — — 0.1 0.2 0.2 — 0.5 –Stage 3 — — — — — — 0.3 — 0.3 Of which mortgages: — — — — 0.1 0.1 — — 0.2 –Stage 1 — — — — — — — — — –Stage 2 — — — — 0.1 — — — 0.1 –Stage 3 — — — — — 0.1 — — 0.1 –Loans and advances to banks — — — — — — –Stage 1 — — — — — — — — — –Reverse repo agreements – non trading — — — — — — — — — –Stage 1 — — — — — — — — — –Other financial assets at amortised cost — — — — — — — — — –Stage 1 — — — — — — — — — Total financial assets at amortised cost — — — — 0.2 0.2 0.5 — 0.9 Financial assets at FVOCI: — — — — — — — — — –Stage 1 — — — — — — — — — Total on balance sheet — — — — 0.2 0.2 0.5 — 0.9 Total off–balance sheet — — — — — — 0.1 — 0.1 –Stage 1 — — — — — — — — — –Stage 2 — — — — — — 0.1 — 0.1 –Stage 3 — — — — — — — — — Total ECL — — — — 0.2 0.2 0.6 — 1.0 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 63 Santander UK risk grade Total 9 8 7 6 5 4 3 to 1 Other(1) 2022 % % % % % % % % % Coverage ratio On balance sheet Cash and balances at central banks — — — — — — — — — –Stage 1 — — — — — — — — — Financial assets at amortised cost: –Loans and advances to customers(2) — — — — 1.3 2.2 9.3 — 0.4 –Stage 1 — — — — 0.9 — — — 0.1 –Stage 2 — — — — 2.4 3.8 7.7 — 2.8 –Stage 3 — — — — — — 13.0 — 13.0 Of which mortgages: — — — — 1.4 2.6 — — 0.1 –Stage 1 — — — — — — — — — –Stage 2 — — — — 3.2 — — — 0.8 –Stage 3 — — — — — 100.0 — — 5.9 –Loans and advances to banks — — — — — — — — — –Stage 1 — — — — — — — — — –Reverse repo agreements – non trading — — — — — — — — — –Stage 1 — — — — — — — — — –Other financial assets at amortised cost — — — — — — — — — –Stage 1 — — — — — — — — — Total financial assets at amortised cost — — — — 1.3 2.2 9.3 — 0.4 Financial assets at FVOCI: — — — — — — — — — –Stage 1 — — — — — — — — — Total on balance sheet — — — — 1.3 2.2 9.3 — 0.3 Total off–balance sheet — — — — — — 25.0 — 0.3 –Stage 1 — — — — — — — — — –Stage 2 — — — — — — 100.0 — 12.5 –Stage 3 — — — — — — — — — Total coverage ratio — — — — 1.0 1.8 10.3 — 0.3 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 64 Santander UK risk grade Loss allowance 9 8 7 6 5 4 3 to 1 Other(1) Total 2021 £bn £bn £bn £bn £bn £bn £bn £bn £bn £bn Exposures On balance sheet Cash and balances at central banks 48.1 — — — — — — — — 48.1 –Stage 1 48.1 — — — — — — — — 48.1 Financial assets at amortised cost: –Loans and advances to customers⁽²⁾ 9.0 32.5 84.5 48.0 12.8 10.2 6.0 8.0 (0.9) 210.1 –Stage 1 9.0 31.7 83.1 44.9 10.0 5.0 0.6 7.4 (0.1) 191.6 –Stage 2 — 0.8 1.4 3.1 2.8 5.2 2.8 0.3 (0.4) 16.0 –Stage 3 — — — — — — 2.6 0.3 (0.4) 2.5 Of which mortgages: 9.0 29.7 79.3 42.5 6.4 4.7 3.1 — (0.2) 174.5 –Stage 1 9.0 29.5 78.0 39.6 4.1 1.6 — — — 161.8 –Stage 2 — 0.2 1.3 2.9 2.3 3.1 1.3 — (0.1) 11.0 –Stage 3 — — — — — — 1.8 — (0.1) 1.7 –Loans and advances to banks 0.2 0.2 0.8 — — — — — — 1.2 –Stage 1 0.2 0.2 0.8 — — — — — — 1.2 –Reverse repo agreements – non trading 9.7 0.1 1.1 0.6 — — — 1.2 — 12.7 –Stage 1 9.7 0.1 1.1 0.6 — — — 1.2 — 12.7 –Other financial assets at amortised cost 0.5 — — — — — — — — 0.5 –Stage 1 0.5 — — — — — — — — 0.5 Total financial assets at amortised cost 19.4 32.8 86.4 48.6 12.8 10.2 6.0 9.2 (0.9) 224.5 Financial assets at FVOCI: 3.6 2.1 0.2 — — — — — — 5.9 –Stage 1 3.6 2.1 0.2 — — — — — — 5.9 Total on balance sheet 71.1 34.9 86.6 48.6 12.8 10.2 6.0 9.2 (0.9) 278.5 Total off–balance sheet 0.1 7.2 7.0 6.8 4.5 1.3 0.5 10.3 — 37.7 –Stage 1 0.1 6.9 6.7 6.6 4.3 1.0 0.2 10.3 — 36.1 –Stage 2 — 0.3 0.3 0.2 0.2 0.3 0.2 — — 1.5 –Stage 3 — — — — — — 0.1 — — 0.1 Total exposures 71.2 42.1 93.6 55.4 17.3 11.5 6.5 19.5 (0.9) 316.2 ECL On balance sheet Cash and balances at central banks — — — — — — — — — –Stage 1 — — — — — — — — — Financial assets at amortised cost: –Loans and advances to customers⁽²⁾ — — — — 0.2 0.1 0.6 — 0.9 –Stage 1 — — — — 0.1 — — — 0.1 –Stage 2 — — — — 0.1 0.1 0.2 — 0.4 –Stage 3 — — — — — — 0.4 — 0.4 Of which mortgages: — — — — — 0.1 0.1 — 0.2 –Stage 1 — — — — — — — — — –Stage 2 — — — — — 0.1 — — 0.1 –Stage 3 — — — — — — 0.1 — 0.1 –Loans and advances to banks — — — — — — — — — –Stage 1 — — — — — — — — — –Reverse repo agreements – non trading — — — — — — — — — –Stage 1 — — — — — — — — — –Other financial assets at amortised cost — — — — — — — — — –Stage 1 — — — — — — — — — Total financial assets at amortised cost — — — — 0.2 0.1 0.6 — 0.9 Financial assets at FVOCI: — — — — — — — — — –Stage 1 — — — — — — — — — Total on balance sheet — — — — 0.2 0.1 0.6 — 0.9 Total off–balance sheet — — — — — — — — — –Stage 1 — — — — — — — — — –Stage 2 — — — — — — — — — –Stage 3 — — — — — — — — — Total ECL — — — — 0.2 0.1 0.6 — 0.9 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 65 2021 % % % % % % % % % Coverage ratio On balance sheet Cash and balances at central banks — — — — — — — — — –Stage 1 — — — — — — — — — Financial assets at amortised cost: –Loans and advances to customers⁽²⁾ — — — — 1.6 1.0 10.0 — 0.4 –Stage 1 — — — — 1.0 — — — 0.1 –Stage 2 — — — — 3.6 1.9 7.1 — 2.5 –Stage 3 — — — — — — 15.4 — 16.0 Of which mortgages: — — — — — 2.1 3.2 — 0.1 –Stage 1 — — — — — — — — — –Stage 2 — — — — — 3.2 — — 0.9 –Stage 3 — — — — — — 5.6 — 5.9 –Loans and advances to banks — — — — — — — — — –Stage 1 — — — — — — — — — –Reverse repo agreements – non trading — — — — — — — — — –Stage 1 — — — — — — — — — –Other financial assets at amortised cost — — — — — — — — — –Stage 1 — — — — — — — — — Total financial assets at amortised cost — — — — 1.6 1.0 10.0 — 0.4 Financial assets at FVOCI: — — — — — — — — — –Stage 1 — — — — — — — — — Total on balance sheet — — — — 1.6 1.0 10.0 — 0.3 Total off–balance sheet — — — — — — — — — –Stage 1 — — — — — — — — — –Stage 2 — — — — — — — — — –Stage 3 — — — — — — — — — Total coverage ratio — — — — 1.2 0.9 9.2 — 0.3 (1)Includes cash at hand and smaller cases mainly in the Consumer (auto) finance and commercial mortgages portfolios, as well as loans written as part of the Covid-19 support schemes. We use scorecards for these items, rather than rating models. (2)Includes interest we have charged to the customer’s account and accrued interest we have not charged to the account yet. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 66 Credit performance (audited) Customer Loans Gross write- offs Loan Loss Allowances Total Stage 1 Stage 2 Stage 3 2022 £bn £bn % £bn % £bn % £m £m Retail Banking 191.8 175.4 91.4 14.4 7.5 2.0 1.10 113 502 – Homes - Mortgages 184.3 169.1 91.7 13.4 7.3 1.8 1.00 3 248 – EDB - Credit Cards 2.5 2.1 85.7 0.3 12.9 0.1 2.53 40 120 – EDB - Other(1) 5.0 4.2 82.8 0.7 13.0 0.1 4.30 70 134 Consumer Finance(2) 5.4 5.0 93.0 0.4 6.5 — 0.54 19 67 CCB 18.5 14.5 78.3 3.5 18.8 0.5 3.08 24 362 Corporate Centre — — — — — — — — — Total Drawn 215.7 194.9 90.4 18.3 8.5 2.5 1.26 156 931 Retail Banking 21.7 21.1 0.5 0.1 — 42 – Homes - Mortgages 8.0 7.9 0.1 — — 3 – EDB - Credit Cards 10.2 10.1 0.1 — — 10 – EDB - Other(1) 3.5 3.1 0.3 0.1 — 29 Consumer Finance(2) 0.4 0.4 — — — — CCB 9.7 9.3 0.4 — — 32 Corporate Centre — — — — — — Total Undrawn 31.8 30.8 0.9 0.1 — 74 Total 247.5 225.7 19.2 2.6 156 1,005 2021 £bn £bn % £bn % £bn % £m £m Retail Banking 183.0 169.2 92.5 11.7 6.4 2.1 1.10 107 367 – Homes - Mortgages 174.7 161.8 92.6 11.1 6.4 1.8 1.00 5 185 – EDB - Credit Cards 2.4 2.2 91.7 0.2 7.7 — 2.54 39 82 –EDB - Other 5.9 5.2 88.1 0.4 6.6 0.3 4.90 63 100 Consumer Finance 5.0 4.8 96.0 0.2 4.0 — 0.48 25 52 CCB 19.3 13.9 72.0 4.6 23.9 0.8 4.28 58 408 Corporate Centre — — — — — — — — — Total Drawn 207.3 187.9 90.6 16.5 7.9 2.9 1.45 190 827 Retail Banking 29.4 29.2 0.2 — — 21 – Homes - Mortgages 16.0 15.9 0.1 — — 5 – EDB - Credit Cards 9.9 9.9 — — — 7 –EDB - Other 3.5 3.4 0.1 — — 9 Consumer Finance 0.3 0.3 — — — — CCB 8.0 6.7 1.3 — — 17 Corporate Centre — — — — — — Total Undrawn 37.7 36.2 1.5 — — 38 Total 245.0 224.1 18.0 2.9 190 865 (1)EDB - Other includes £2.5bnof BBLS lending (£2.4bn is BBLS with 100% Government Guarantee), £2.0bn unsecured personal loans and£0.5bn overdrafts. (2)Consumer Finance - 84% of lending is collateralised on the vehicle. For more on the credit performance of our key portfolios by business segment, see the credit risk review section for each business segment. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 67 Credit quality (audited) Total on-balance sheet exposures at 31 December 2022 comprised £215.7bn of customer loans, loans and advances to banks of £1.0bn, £7.5bn of sovereign assets measured at amortised cost £6.0bn of assets measured at FVOCI, and £44.2bn of cash and balances at central banks. Stage 1 Stage 2 Stage 3 Total 2022 £m £m £m £m Exposures On-balance sheet Retail Banking 175,365 14,399 2,072 191,836 – Homes - Mortgages 169,066 13,424 1,827 184,317 – EDB - Credit Cards 2,192 328 37 2,557 – EDB - Other 4,107 647 208 4,962 Consumer Finance 5,005 350 29 5,384 CCB 14,507 3,476 535 18,518 Corporate Centre 58,710 — — 58,710 Total on-balance sheet 253,587 18,225 2,636 274,448 Off-balance sheet Retail Banking(1) 21,175 490 56 21,721 – Homes - Mortgages 7,899 109 21 8,029 – EDB - Credit Cards 10,137 122 29 10,288 – EDB - Other 3,139 259 6 3,404 Consumer Finance 356 — — 356 CCB 9,310 412 37 9,759 Corporate Centre — — — — Total off-balance sheet(2) 30,841 902 93 31,836 Total exposures 284,428 19,127 2,729 306,284 ECL On-balance sheet Retail Banking 56 295 151 502 – Homes - Mortgages 23 130 95 248 – EDB - Credit Cards 14 85 21 120 – EDB - Other 19 80 35 134 Consumer Finance 19 27 21 67 CCB 69 155 138 362 Corporate Centre — — — — Total on-balance sheet 144 477 310 931 Off-balance sheet Retail Banking 12 28 2 42 – Homes - Mortgages 2 1 — 3 – EDB - Credit Cards 3 6 1 10 – EDB - Other 7 21 1 29 Consumer Finance — — — — CCB 14 11 7 32 Corporate Centre — — — — Total off-balance sheet 26 39 9 74 Total ECL 170 516 319 1,005 Coverage ratio(3) % % % % On-balance sheet Retail Banking — 2.0 7.3 0.3 – Homes - Mortgages — 1.0 5.2 0.1 – EDB - Credit Cards 0.6 25.9 56.8 4.7 – EDB - Other 0.5 12.4 16.8 2.7 Consumer Finance 0.4 7.7 72.4 1.2 CCB 0.5 4.5 25.8 2.0 Corporate Centre — — — — Total on-balance sheet 0.1 2.6 11.8 0.3 Off-balance sheet Retail Banking 0.1 5.7 3.6 0.2 – Homes - Mortgages — 0.9 — — – EDB - Credit Cards — 4.9 3.4 0.1 – EDB - Other 0.2 8.1 16.7 0.9 Consumer Finance — — — — CCB 0.2 2.7 18.9 0.3 Corporate Centre — — — — Total off-balance sheet 0.1 4.3 9.7 0.2 Total coverage 0.1 2.7 11.7 0.3 (1)Off-balance sheet exposures include£2.8bn of residential mortgage offers in the pipeline. (2)Off-balance sheet amounts consist of contingent liabilities and commitments. For more, see Note 31. (3)ECL as a percentage of the related exposure. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 68 Total on-balance sheet exposures at 31 December 2021 comprised £207.3bn of customer loans, loans and advances to banks of £1.2bn, £13.2bn of sovereign assets measured at amortised cost, £5.9bn of assets measured at FVOCI, and £48.1bn of cash and balances at central banks. Stage 1 Stage 2 Stage 3 Total 2021 £m £m £m £m Exposures On-balance sheet Retail Banking 169,255 11,646 2,122 183,023 – Homes - Mortgages 161,845 11,071 1,796 174,712 – EDB - Credit Cards 2,125 181 35 2,341 – EDB - Other 5,285 394 291 5,970 Consumer Finance 4,760 200 24 4,984 CCB 13,890 4,602 790 19,282 Corporate Centre 68,349 — — 68,349 Total on-balance sheet 256,254 16,448 2,936 275,638 Off-balance sheet Retail Banking(1) 29,123 204 45 29,372 –Homes - Mortgages 15,851 81 19 15,951 – EDB - Credit Cards 9,887 49 24 9,960 – EDB - Other 3,385 74 2 3,461 Consumer Finance 314 — — 314 CCB 6,675 1,312 36 8,023 Corporate Centre — — — — Total off-balance sheet(2) 36,112 1,516 81 37,709 Total exposures 292,366 17,964 3,017 313,347 ECL On-balance sheet Retail Banking 52 178 137 367 – Homes - Mortgages 8 88 89 185 – EDB - Credit Cards 15 47 20 82 – EDB - Other 29 43 28 100 Consumer Finance 18 17 17 52 CCB 45 119 244 408 Corporate Centre — — — — Total on-balance sheet 115 314 398 827 Off-balance sheet Retail Banking 12 8 1 21 – Homes - Mortgages 5 — — 5 – EDB - Credit Cards 3 3 1 7 – EDB - Other 4 5 — 9 Consumer Finance — — — — CCB 5 8 4 17 Total off-balance sheet 17 16 5 38 Total ECL 132 330 403 865 Coverage ratio(3) % % % % On-balance sheet Retail Banking — 1.5 6.5 0.2 – Homes - Mortgages — 0.8 5.0 0.1 – EDB - Credit Cards 0.7 26.0 57.1 3.5 – EDB - Other 0.5 10.9 9.6 1.7 Consumer Finance 0.4 8.5 70.8 1.0 CCB 0.3 2.6 30.9 2.1 Corporate Centre — — — — Total on-balance sheet — 1.9 13.6 0.3 Off-balance sheet Retail Banking — 3.9 2.2 0.1 – Homes - Mortgages — 0.0 — — – EDB - Credit Cards — 6.1 4.2 0.1 – EDB - Other 0.1 6.8 — 0.3 Consumer Finance — — — — CCB 0.1 0.6 11.1 0.2 Total off-balance sheet — 1.1 6.2 0.1 Total coverage — 1.8 13.4 0.3 (1)Off-balance sheet exposures include £10.6bn of residential mortgage offers in the pipeline. (2)Off-balance sheet amounts consist of contingent liabilities and commitments. For more, see Note 31. (3)ECL as a percentage of the related exposure. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 69 2022 compared to 2021 The ECL provision at 31 December 2022 increased by £140m to £1.0bn (2021: £0.9bn). Notable changes to ECL in 2022 which impacted credit impairment were: –Corporate Covid-19 related JAs:: net release of £175m. All corporate sector staging JAs related to Covid-19 released, resulting in £0.4bn movement of corporate Stage 3 loans to Stage 2. –Economic scenarios and weights: charge of £163m. Updated economic scenarios with expectations for higher base rate and lower house prices in 2023 –Corporate sector staging risks: charge of £61m. JAs to reflect the corporate lending risks for sectors and counterparties which are most susceptible to increased inflation, energy prices and input costs alongside potentially lower demand. As a result, £1.4bn of higher risk Stage 1 loans were moved to Stage 2, and probability of defaults increased on some Stage 2 loans following an assessment of the client and sector risks. –Affordability of retail lending repayments: charge of £44m. JAs to account for the potential repayment affordability risk among those customers with low disposable income. After stressing for inflation, £0.2bn of unsecured loans, overdrafts and credit cards moved from Stage 1 to Stage 2. In addition, £5.0bn of mortgages moved from Stage 1 to Stage 2 following an assessment of customer indebtedness. –Write-offs against provision: Gross write-off utilisation of £157m (2021: £191m). Key movements in exposures and ECL in the period by Stage were: –The reduction in Stage 1 exposures arose mainly from changes in Corporate Centre. This reduction was partially offset by the growth in the mortgage portfolio and Corporate & Commercial Banking. The Stage 1 ECL increased mainly due to the increase in Corporate & Commercial Banking as a result of unwinding the Corporate lending to segments affected by Covid-19 JA that placed more vulnerable accounts into Stage 2. –Total Stage 2 exposures increased due to the implementation of cost of living JAs to cover the affordability risk associated with the increase in interest rates and energy pries. This included a portion of the mortgage and unsecured lending portfolios from Stage 1 to Stage 2. This was partially offset by the unwinding of the Corporate lending to segments affected by Covid-19 JAs. In Retail Banking, Stage 2 exposures increased due to the implementation of cost of living JAs to cover the affordability risk associated with the increase in interest rates and energy prices. Stage 2 ECL increased due to a worsening in the economic outlook with the inclusion of an inflationary pressure scenario. Retail Banking Stage 2 ECL also increased due to affordability risk JAs. –Stage 3 exposures and ECL reduced due to releasing the Stage 2-3 Corporate lending to segments affected by Covid-19 JAs. Stage 3 exposures and ECL remained fairly stable across the Retail Banking portfolio. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 70 Stage 2 analysis (audited) The following table analyses our Stage 2 exposures and ECL by the reason the exposure is classified as Stage 2. 2022 PD deterioration Forbearance Other 30 DPD Mortgage affordability Retail Unsecured affordability High risk corporate Total Retail Banking Homes - Mortgages Exposure £m 7,310 449 241 463 4,961 — — 13,424 ECL £m 86 2 5 10 27 — — 130 Coverage % 1.2 0.4 2.1 2.2 0.5 — — 1.0 Retail Banking EDB - Credit Cards Exposure £m 239 — 22 8 — 59 — 328 ECL £m 63 — 4 4 — 14 — 85 Coverage % 26.4 — 18.2 50.0 — 23.7 — 25.9 Retail Banking EDB - Other Exposure £m 304 — 26 178 — 139 — 647 ECL £m 43 — 6 14 — 17 — 80 Coverage % 14.1 — 23.1 7.9 — 12.2 — 12.4 Consumer Finance Exposure £m 159 — 164 27 — — — 350 ECL £m 11 — 6 10 — — — 27 Coverage % 6.9 — 3.7 37.0 — — — 7.7 CCB Exposure £m 1,548 64 684 214 — — 966 3,476 ECL £m 81 4 1 10 — — 59 155 Coverage % 5.2 6.3 0.1 4.7 — — 6.1 4.5 Corporate Centre Exposure £m — — — — — — — — ECL £m — — — — — — — — Coverage % — — — — — — — — Total Drawn Exposure £m 9,560 513 1,137 890 4,961 198 966 18,225 ECL £m 284 6 22 48 27 31 59 477 Coverage % 3.0 1.2 1.9 5.4 0.5 15.7 6.1 2.6 Undrawn ECL £m 19 — 8 6 — 4 2 39 Total Reported Exposure £m 10,323 625 1,116 937 4,961 199 966 19,127 ECL £m 303 6 30 54 27 35 61 516 2021 Retail Banking Homes - Mortgages Exposure £m 5,091 650 600 489 4,241 — — 11,071 ECL £m 57 4 2 7 18 — — 88 Coverage % 1.1 0.6 0.3 1.4 0.4 — — 0.8 Retail Banking EDB - Credit Cards Exposure £m 160 — 13 7 — — — 180 ECL £m 41 — 2 4 — — — 47 Coverage % 25.6 — 15.4 57.1 — — — 26.1 Retail Banking EDB - Other Exposure £m 150 — 6 239 — — — 395 ECL £m 22 — 1 20 — — — 43 Coverage % 14.7 — 16.7 8.4 — — — 10.9 Consumer Finance Exposure £m 42 11 130 17 — — — 200 ECL £m 6 2 4 5 — — — 17 Coverage % 14.3 18.2 3.1 29.4 — — — 8.5 CCB Exposure £m 463 272 445 313 — — 3,109 4,602 ECL £m 19 8 17 1 — — 74 119 Coverage % 4.1 2.9 3.8 0.3 — — 2.4 2.6 Corporate Centre Exposure £m — — — — — — — — ECL £m — — — — — — — — Coverage % — Total Drawn Exposure £m 5,906 933 1,194 1,065 4,241 — 3,109 16,448 ECL £m 145 14 26 37 18 — 74 314 Coverage % 2.5 1.5 2.2 3.5 0.4 — 2.4 1.9 Undrawn ECL £m 8 1 1 2 — — 4 16 Total Reported Exposure £m 6,373 1,004 1,302 1,183 4,272 — 3,830 17,964 ECL £m 153 15 27 39 18 — 78 330 Where balances satisfy more than one of the criteria above for determining a SICR, we have assigned the corresponding gross carrying amount and ECL in order of the categories presented. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 71 The following table analyses our Stage 2 exposures and the related ECL by whether or not they are in a cure period at the balance sheet date: 2022 2021 Exposure ECL Coverage Exposure ECL Coverage £m £m % £m £m % Stage 2 not in cure period 13,001 439 3.4 13,302 286 2.2 Stage 2 in cure period (for transfer to Stage 1) 6,126 77 1.3 4,662 44 0.9 19,127 516 2.7 17,964 330 1.8 2022 compared to 2021 The accounts in a cure period increased in 2022 due to the introduction of the Unsecured Affordability JA and an increase in the number of accounts falling in scope for the Mortgage affordability JA. Accounts which have been moved into Stage 2 due to a JA are assumed to not be in a cure period. Stage 3 analysis (audited) The following table analyses our Stage 3 exposures and the related ECL by whether or not they are in a cure period at the balance sheet date. 2022 2021 Exposure ECL Coverage Exposure ECL Coverage £m £m % £m £m % Stage 3 not in cure period 2,415 285 11.8 N/A N/A N/A Stage 3 in cure period (for transfer to Stage 2) 314 34 10.8 N/A N/A N/A 2,729 319 11.7 3,017 403 13.4 2022 compared to 2021 Following the implementation of a new regulatory definition of default in early 2022, we introduced a cure period criteria for Stage 3 assets. We did not have any cure period criteria for Stage 3 at 31 December 2021 and as the change in definition was a change in estimate the prior periods were not amended. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 72 Reconciliation of exposures, loss allowance and net carrying amounts (audited) The table below shows the relationships between disclosures in this Credit risk review section which refer to drawn exposures and the associated ECL, and the total assets as presented in the Consolidated Balance Sheet. The Credit risk review disclosures exclude Joint ventures, as they carry low credit risk and therefore have an immaterial ECL, and Other items, mainly accrued interest that we have not yet charged to the customer's account, and cash collateral. On-balance sheet Off-balance sheet Exposures Loss allowance Net carrying amount Exposures Loss allowance 2022 £m £m £m £m £m Retail Banking 191,836 502 191,334 21,721 42 –Homes - Mortgages(1) 184,317 248 184,069 8,029 3 –EDB - Credit Cards(2) 2,557 120 2,437 10,288 10 –EDB - Other(3) 4,962 134 4,828 3,404 29 Consumer Finance 5,384 67 5,317 356 — Corporate & Commercial Banking 18,518 362 18,156 9,759 32 Corporate Centre 58,710 — 58,710 — — Total exposures presented in Credit Quality tables 274,448 931 273,517 31,836 74 Joint ventures 4,164 Other items 745 Adjusted net carrying amount 278,426 Assets classified at FVTPL 2,536 Non-financial assets(3) 4,251 Total assets per the Consolidated Balance Sheet 285,213 2021 Retail Banking 183,023 367 182,656 29,372 21 –Homes(1) 174,712 185 174,527 15,951 5 –EDB - Credit Cards(2) 2,341 82 2,259 9,960 7 –EDB - Other(3) 5,970 100 5,870 3,461 9 Consumer Finance 4,984 52 4,932 314 — Corporate & Commercial Banking 19,282 408 18,874 8,023 17 Corporate Centre 68,349 — 68,349 — — Total exposures presented in Credit Quality tables 275,638 827 274,810 37,709 38 Joint ventures 3,079 Other items 553 Adjusted net carrying amount 278,442 Assets classified at FVTPL 1,866 Non-financial assets(3) 6,790 Total assets per the Consolidated Balance Sheet 287,098 (1)Off-balance sheet exposures include offers in the pipeline and undrawn flexible mortgages products. (2)Off-balance sheet exposures include credit cards. (3)Non-financial assets include £(2,657)m (2021: £77m) of Macro hedge of interest rate risk. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 73 Movement in total exposures and the corresponding ECL(audited) The following table shows changes in total on and off-balance sheet exposures, subject to ECL assessment, and the corresponding ECL, in the period. The table presents total gross carrying amounts and ECLs at a Santander UK group level. We present segmental views in the sections below. Stage 1 Stage 2 Stage 3 Total Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL £m £m £m £m £m £m £m £m At 1 January 2022 292,366 132 17,964 330 3,017 403 313,347 865 Transfers from Stage 1 to Stage 2(3) (9,100) (25) 9,100 25 — — — — Transfers from Stage 2 to Stage 1(3) 7,207 133 (7,207) (133) — — — — Transfers to Stage 3(3) (621) (4) (624) (32) 1,245 36 — — Transfers from Stage 3(3) 10 1 758 150 (768) (151) — — Transfers of financial instruments (2,504) 105 2,027 10 477 (115) — — Net ECL remeasurement on stage transfer(4) — (110) — 98 — 110 — 98 Change in economic scenarios(2) — 37 — 123 — 3 — 163 Changes to model — — — — — — — — New lending and assets purchased(5) 48,194 42 1,119 76 64 24 49,377 142 Redemptions, repayments and assets sold(7) (54,546) (35) (2,065) (60) (950) (35) (57,561) (130) Changes in risk parameters and other movements(6) 918 (1) 82 (61) 375 86 1,375 24 Assets written off(7) — — — — (254) (157) (254) (157) At 31 December 2022 284,428 170 19,127 516 2,729 319 306,284 1,005 Net movement in the period (7,938) 38 1,163 186 (288) (84) (7,063) 140 ECL charge/(release) to the Income Statement 38 186 73 297 Less: Discount unwind — — (13) (13) Less: Recoveries net of collection costs — — 36 36 Total ECL charge/(release) to the Income Statement 38 186 96 320 Discontinued operations ECL adjustment — — — — ECL charge/(release) to the Income Statement from continued operations 38 186 96 320 At 1 January 2021 301,413 216 18,336 592 2,996 569 322,745 1,377 Transfers from Stage 1 to Stage 2(3) (6,805) (9) 6,805 9 — — — — Transfers from Stage 2 to Stage 1(3) 5,883 167 (5,883) (167) — — — — Transfers to Stage 3(3) (571) (3) (532) (20) 1,103 23 — — Transfers from Stage 3(3) 14 2 456 62 (470) (64) — — Transfers of financial instruments (1,479) 157 846 (116) 633 (41) — — Net remeasurement of ECL on stage transfer(4) — (133) — 26 — 64 — (43) Change in economic scenarios(2) — (7) — (151) — (12) — (170) New lending and assets purchased(5) 50,862 31 936 26 25 19 51,823 76 Redemptions, repayments and assets sold(7) (63,658) (70) (3,442) (67) (519) (68) (67,619) (205) Changes in risk parameters and other movements(6) 5,228 (62) 1,288 20 179 63 6,695 21 Assets written off(7) — — — — (297) (191) (297) (191) At 31 December 2021 292,366 132 17,964 330 3,017 403 313,347 865 Net movement in the period (9,047) (84) (372) (262) 21 (166) (9,398) (512) ECL charge/(release) to the Income Statement (84) (262) 25 (321) Less: Discount unwind — — (11) (11) Less: Recoveries net of collection costs — — 88 88 Total ECL charge/(release) to the Income Statement (84) (262) 102 (244) Discontinued operations ECL adjustment 11 — — 11 ECL charge/(release) to the Income Statement from continued operations (73) (262) 102 (233) (1)Exposures that have attracted an ECL, and as reported in the Credit Quality table above. (2)Changes to assumptions in the period. Isolates the impact on ECL from changes to the economic variables for each scenario, the scenarios themselves, and the probability weights from all other movements. Also includes the impact of quarterly revaluation of collateral. The impact of changes in economics on exposure Stage allocations are shown in Transfers of financial instruments. (3)Total impact of facilities that moved Stage(s) in the period. This means, for example, that where risk parameter changes (model inputs) or model changes (methodology) result in a facility moving Stage, the full impact is reflected here (rather than in Other). Stage flow analysis only applies to facilities that existed at both the start and end of the period. Transfers between Stages are based on opening balances and ECL at the start of the period. (4)Relates to the revaluation of ECL following the transfer of an exposure from one Stage to another. (5)Exposures and ECL of facilities that did not exist at the start of the period but did at the end. Amounts in Stage 2 and 3 represent assets which deteriorated in the period after origination in Stage 1. (6)Residual movements on existing facilities that did not change Stage in the period, and which were not acquired in the period. Includes the net increase or decrease in the period of cash at central banks, the impact of changes in risk parameters in the period, unwind of discount rates and increases in ECL requirements of accounts which ultimately were written off in the period. (7)Exposures and ECL for facilities that existed at the start of the period but not at the end. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 74 COUNTRY RISK EXPOSURES (AUDITED) We manage our country risk exposure under our global limits 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 need to. 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 line 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. If so, we use the guarantor’s country of domicile. If a client has operations in many countries, we use their country of incorporation. The table below excludes balances with other Banco Santander group members. We show them separately in the section that immediately follows. 2022 2021 Financial institutions Financial institutions Governments Banks(1) Other Retail Corporate Total(2) Governments Banks(1) Other Retail Corporate Total(2) £bn £bn £bn £bn £bn £bn £bn £bn £bn £bn £bn £bn Eurozone Ireland — — 2.3 — 0.1 2.4 — — 5.3 — — 5.3 Spain — — — — — — — — — — 0.1 0.1 France 0.1 0.8 0.5 — — 1.4 0.1 0.3 0.2 — — 0.6 Germany — 0.3 — — 0.1 0.4 — 0.4 — — — 0.4 Luxembourg — — — — — — — — 0.1 — — 0.1 Other(3) 0.3 0.5 — — — 0.8 0.3 0.8 — — — 1.1 0.4 1.6 2.8 — 0.2 5.0 0.4 1.5 5.6 — 0.1 7.6 Other countries UK 44.1 1.8 5.8 217.3 26.9 295.9 47.9 2.0 9.3 215.1 28.7 303.0 US 0.1 0.9 0.1 — — 1.1 0.5 0.8 — — — 1.3 Japan 1.1 0.3 — — — 1.4 1.0 0.2 — — — 1.2 Switzerland 1.2 — — — — 1.2 — — — — — — Other 0.1 0.7 0.2 0.5 1.5 0.3 0.2 0.1 — 0.1 0.7 46.6 3.7 6.1 217.3 27.4 301.1 49.7 3.2 9.4 215.1 28.8 306.2 Total 47.0 5.3 8.9 217.3 27.6 306.1 50.1 4.7 15.0 215.1 28.9 313.8 (1)Excludes balances with central banks. (2)Excludes cash at hand, interests in other entities, intangible assets, property, plant and equipment, tax assets, retirement benefit assets and other assets. 1.Includes The Netherlands £0.1bn (2021: £0.2bn), Belgium £0.6bn (2021: £0.7bn), and Finland £0.1bn (2021: £nil). Balances with other Banco Santander group members (audited) We deal with other Banco Santander group members 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. These transactions also arise where we support the activities of, or with, larger multinational corporate clients and financial institutions which may deal with other Banco Santander group members. We conduct these activities on the same terms as for similar transactions with third parties, and in a way that manages the credit risk within limits acceptable to the Board and the PRA. At 31 December 2022 and 31 December 2021, we had gross balances with other Banco Santander group members as follows: 2022 2021 Financial institutions Financial institutions Banks Other Corporate Total Banks Other Corporate Total £bn £bn £bn £bn £bn £bn £bn £bn Assets Spain 1.4 — — 1.4 0.8 — — 0.8 UK — 4.2 — 4.2 — 3.3 — 3.3 1.4 4.2 — 5.6 0.8 3.3 — 4.1 Liabilities Spain 1.7 0.1 — 1.8 1.2 0.1 — 1.3 UK — 15.6 — 15.6 — 12.1 — 12.1 Uruguay — — — — 0.1 — — 0.1 1.7 15.7 — 17.4 1.3 12.2 — 13.5 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 75 RETAIL BANKING – CREDIT RISK REVIEW We provide detailed credit risk analysis for Retail Banking in separate sections below for Homes, our largest portfolio, and our Everyday Banking portfolio. RETAIL BANKING: HOMES – CREDIT RISK REVIEW We offer mortgages to people who want to buy a property and offer additional borrowing (known as further advances) to existing mortgage customers. The property must be in the UK Borrower profile (audited) Stock New business 2022 2021 2022 2021 £m % £m % £m % £m % Home movers(1) 76,357 41 74,657 42 12,221 36 13,537 43 Remortgagers(2) 53,190 29 50,645 29 10,644 31 8,031 25 First-time buyers 37,971 21 34,517 20 8,129 24 6,206 19 Buy-to-let 16,799 9 14,893 9 3,133 9 4,239 13 184,317 100 174,712 100 34,127 100 32,013 100 (1)'Home movers’ include both existing customers moving house and taking out a new mortgage with us, and customers who switch their mortgage to us when they move house. (2)'Remortgagers’ are new customers who are taking a new mortgage with us As well as the new business above, there were £24.9bn (2021: £29.8bn) of remortgages where we moved customers with maturing products onto new mortgages. We also provided £1.2bn (2021: £1.4bn) of further advances and flexible mortgage drawdowns. 81% (2021: 83%) of customers with a maturing mortgage were retained, which applied to mortgages four months post maturity and calculated as a 12-month average of retention rates to September. 2022 compared to 2021 In 2022, mortgage asset stock increased across all sectors, with the stock borrower profile unchanged. Our new business increased, mainly in remortgages, reflecting market conditions and strong demand from first time buyers, driven by customers securing fixed rate products in a rising interest rate environment. In 2022, we helped first-time buyers buy their new home with £8.1bn of gross lending (2021: £6.2bn). Interest rate profile (audited) The interest rate profile of our maturing mortgage asset stock was: 2022 2021 £m % £m % Fixed rate 163,622 89 147,147 84 Of which maturing: –< 12 months 38,233 21 29,644 17 –Later than 1 year but no later than 3 years 38,213 21 40,967 23 –Later than 3 years but no later than 4 years 24,310 13 24,074 14 –Later than 4 years but no later than 5 years 24,888 14 21,140 12 –Later than 5 years 37,978 21 31,322 18 Variable rate 12,430 7 17,010 10 Standard Variable Rate (SVR) 5,645 3 7,836 4 Follow on Rate (FoR) 2,620 1 2,719 2 184,317 100 174,712 100 2022 compared to 2021 In 2022 , we continued to see customers refinance from variable rate and SVR to fixed rate products influenced by the rapid increases in interest rates and the competitive mortgage market. Within fixed rate products, we continued to see an increase in the proportion of 5 year fixed rate mortgages in 2022. Geographical distribution (audited) The geographical distribution of our mortgage asset stock and new business was: Stock New business 2022 2021 2022 2021 Region £bn £bn £bn £bn London 47.0 44.6 8.3 8.3 Midlands and East Anglia 25.6 23.8 5.3 4.7 North 24.4 23.1 4.7 3.8 Northern Ireland 2.9 3.0 0.3 0.3 Scotland 6.8 6.6 1.2 1.0 South East excluding London 58.4 55.5 10.6 10.5 South West, Wales and other 19.2 18.1 3.7 3.4 184.3 174.7 34.1 32.0 2022 compared to 2021 The portfolio's geographical distribution continued to represent a broad footprint across the UK, with a concentration around London and the South East. The loan- to-income multiple of mortgage lending in the year, based on average earnings of new business at inception, was 3.35 (2021: 3.35). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 76 Mortgage loan size (audited) The split of our mortgage asset by size was: Mortgage loan size 2022 2021 >£1.0m 2% 2% £0.5m to £1.0m 10% 9% £0.25m to £0.5m 31% 30% <£0.25m 57% 59% Average loan size (stock) £183k £174k Average loan size (new business) £237k £234k Loan-to-value analysis (audited) This table shows the LTV distribution for the gross carrying amount and the related ECL of our total mortgage portfolio and Stage 3 mortgages, and new business. We also show the collateral value and average LTV. We use our estimate of the property value at the balance sheet date and include fees that have been added to the loan. For flexible products, we only include the drawn amount, not undrawn limits. 2022 2021 Stock Stage 3 New Stock Stage 3 New Total ECL Total ECL Business Total ECL Total ECL Business LTV £m £m £m £m £m £m £m £m £m £m Up to 50% 87,379 37 1,111 14 4,890 78,911 25 942 9 4,997 >50-60% 35,664 29 283 11 4,014 30,328 22 301 10 4,379 >60-70% 33,868 50 197 16 6,104 32,803 25 227 11 6,517 >70-80% 17,824 45 110 15 10,094 24,217 30 154 14 10,242 >80-90% 7,339 29 42 9 6,002 6,565 21 68 10 4,558 >90-100% 1,873 17 32 9 2,999 1,360 16 39 9 1,270 >100% 370 45 52 21 24 528 51 65 26 50 184,317 252 1,827 95 34,127 174,712 190 1,796 89 32,013 Collateral value (1) 184,269 1,818 34,126 174,637 1,784 32,012 % % % % % % Average LTV - Balance weighted(2)(3) 50 47 69 52 51 66 (1)Collateral value is limited to the balance of each loan and excludes the impact of any over-collateralisation. Includes collateral against loans in negative equity of £323m (2021: £455m). (2)Balance weighted LTV = (Loan 1 balance x (Loan 1 Balance/Loan 1 latest property valuation) + (Loan 2 balance x (loan 2 balance/Loan 2 latest property valuation)+ ...) /(Loan 1 balance + Loan 2 balance+...). (3)Simple average stock LTV 39% (2021: 41%). At 31 December 2022, the parts of loans in negative equity which were effectively uncollateralised before deducting loss allowances was £48m (2021: £75m). The balance weighted average LTV of new business in the period in London was 66% (2021: 64%). 31 December 2022 compared to 31 December 2021 There were no significant changes in collateral quality in 2022. Despite economic pressures, balance weighted average LTVs were broadly flat over the period. We monitor the LTV profile of new lending and take action as needed to ensure the LTV mix of completions is appropriate. Credit performance (audited) 2022 2021 £m £m Mortgage loans and advances to customers of which: 184,317 174,712 –Stage 1 169,066 161,845 –Stage 2 13,424 11,071 –Stage 3 1,827 1,796 Loss allowances(1) 251 190 % % Stage 1 ratio(2) 91.73 92.64 Stage 2 ratio(2) 7.28 6.34 Stage 3 ratio(3) 1.00 1.04 (1)The ECL allowance is for both on and off–balance sheet exposures. (2)Stage 1/Stage 2 exposures as a percentage of customer loans. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 77 Movement in total exposures and the corresponding ECL (audited) The following tables show changes in total on and off-balance sheet exposures and ECL in the period. The footnotes to the Santander UK group level table on page 74 also apply to these tables. Stage 1 Stage 2 Stage 3 Total Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL £m £m £m £m £m £m £m £m At 1 January 2022 177,696 13 11,152 88 1,815 89 190,663 190 Transfers from Stage 1 to Stage 2(3) (5,834) (1) 5,834 1 — — — — Transfers from Stage 2 to Stage 1(3) 2,961 16 (2,961) (16) — — — — Transfers to Stage 3(3) (278) (2) (448) (11) 726 13 — — Transfers from Stage 3(3) 4 — 279 9 (283) (9) — — Transfers of financial instruments (3,147) 13 2,704 (17) 443 4 — — Net ECL remeasurement on stage transfer(4) — (15) — 40 — 8 — 33 Change in economic scenarios(2) — 1 — 21 — 2 — 24 Changes to model — — — — — — — — New lending and assets purchased(5) 35,028 7 529 11 1 — 35,558 18 Redemptions, repayments and assets sold(7) (32,565) (3) (1,229) (11) (415) (12) (34,209) (26) Changes in risk parameters and other movements(6) (47) 9 377 (1) 14 7 344 15 Assets written off (7) — — — — (10) (3) (10) (3) At 31 December 2022 176,965 25 13,533 131 1,848 95 192,346 251 Net movement in the period (731) 12 2,381 43 33 6 1,683 61 ECL charge/(release) to the Income Statement 12 43 9 64 Less: Discount unwind — — (2) (2) Less: Recoveries net of collection costs — — (1) (1) Total ECL charge/(release) to the Income Statement 12 43 6 61 At 1 January 2021 167,766 17 10,427 131 1,813 132 180,006 280 Transfers from Stage 1 to Stage 2(3) (5,439) (2) 5,439 2 — — — — Transfers from Stage 2 to Stage 1(3) 3,782 21 (3,782) (21) — — — — Transfers to Stage 3(3) (242) (2) (451) (4) 693 6 — — Transfers from Stage 3(3) 3 — 353 15 (356) (15) — — Transfers of financial instruments (1,896) 17 1,559 (8) 337 (9) — — Net ECL remeasurement on stage transfer(4) — (19) — 10 — 9 — — Change in economic scenarios(2) — (1) — (67) — (12) — (80) Changes to model — — — — — — — — New lending and assets purchased (5) 33,292 6 332 2 1 — 33,625 8 Redemptions, repayments and assets sold(7) (25,072) (3) (1,436) (6) (331) (16) (26,839) (25) Changes in risk parameters and other movements(6) 3,606 (4) 270 26 11 (10) 3,887 12 Assets written off (7) — — — — (16) (5) (16) (5) At 31 December 2021 177,696 13 11,152 88 1,815 89 190,663 190 Net movement in the period 9,930 (4) 725 (43) 2 (43) 10,657 (90) ECL charge/(release) to the Income Statement (4) (43) (38) (85) Less: Discount unwind — — (2) (2) Less: Recoveries net of collection costs — — (1) (1) Total ECL charge/(release) to the Income Statement (4) (43) (41) (88) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 78 Loan modifications Forbearance(1) The following table (audited) sets out the financial assets that were forborne while they had a loss allowance measured at lifetime ECL. 2022 2021 £m £m Financial assets modified in the period: –Amortised cost before modification 315 422 –Net modification loss 7 9 Financial assets modified since initial recognition: –Gross carrying amount of financial assets for which the loss allowance changed to 12 months ECL in the period 91 152 The balances at 31 December 2022 and 31 December 2021, analysed by their staging at the period-end and the forbearance we applied, were: Capitalisation Term extension Interest-only Concessionary interest rate Total (audited) Loss allowances 2022 £m £m £m £m £m £m Stage 2 309 319 240 6 874 11 Stage 3 298 140 65 190 693 31 607 459 305 196 1,567 42 Proportion of portfolio 0.3% 0.3% 0.2% 0.1% 0.9% 2021 Stage 2 387 444 273 4 1,108 12 Stage 3 217 74 73 111 475 26 604 518 346 115 1,583 38 Proportion of portfolio 0.3% 0.3% 0.2% 0.1% 0.9% (1)We base forbearance type on the first forbearance on the accounts. 2022 compared to 2021 In 2022, forbearance activity was stable. The proportion of the mortgage portfolio in forbearance remained flat at 0.9% (2021: 0.9%). –At 2022, the proportion of accounts in forbearance for more than six months that had made their last six months’ contractual payments was 85% (2021: 85%). –The weighted average LTV of all accounts in forbearance was 43% (2021: 32%) compared to the weighted average portfolio LTV of 50% (2021: 35%) –At 2022, the carrying value of mortgages classified as multiple forbearance increased slightly to £152m (2021: £148m). Other loan modifications From March 2020 to March 2021, we provided mortgage customers with payment holiday terms in line with UK Government and FCA guidance. The scheme has now ceased. The following table provides information on such loan modifications. 2022 2021 £m £m Financial assets modified in the period: –Amortised cost before modification — 647 Financial assets modified since initial recognition: –Gross carrying amount of financial assets for which the loss allowance changed to 12 months ECL in the period — 8 At 2022, there were £1.9bn (2021: £2.3bn) of other mortgages on the balance sheet that we had modified since January 2008. At 2022: –The average LTV was 24% (2021: 27%), and 94% (2021: 95%) of accounts had made their last six months’ contractual payments. –The proportion of accounts that were 90 days or more in arrears was 1.53% (2021: 2.62%). There were no other loan modifications made in the year. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 79 RETAIL BANKING: HOMES – PORTFOLIOS OF PARTICULAR INTEREST Introduction We are mainly a residential prime lender and we do not originate sub-prime or second charge mortgages. Despite that, some types of mortgages have higher risks and others stand out for different reasons. These are: Product Description Interest-only loans and part interest-only, part repayment loans With an interest-only mortgage, the customer pays interest every month but the principal is only repaid at the end of the mortgage term. Some mortgages have a part that is interest-only, with the rest being a normal repayment mortgage. Customers with part interest-only, part repayment mortgages still have to pay back a lump sum at the end of their mortgage for the interest-only part. This means these loans have a higher credit risk as we depend on the customers to pay back a lump sum. We design new account LTV maximums to mitigate this risk. We also make sure the customer has a plausible repayment plan before we lend to them and stays on track for the loan term. We mitigate the risk from new interest-only mortgages by having lower maximum LTVs. For most applicants, the maximum LTV is 50%. For high net worth customers, it can be up to 75%. When a customer plans to repay their mortgage by selling the property, we require a minimum equity buffer of £250k. We also remind customers that they have to arrange to repay the principal at the end of the mortgage. We send them messages with their annual mortgage statements, and we contact them throughout the mortgage term to encourage them to tell us how they plan to repay. We increase the frequency of contact as the loan approaches maturity. If customers know they will not be able to repay their mortgage when it ends, or if their mortgage has already passed the date when it should have ended, we talk to them. If we think it is in their interests and they can afford it, we look at other ways to manage it, such as turning the mortgage into a repayment one and extending it. If the customer is waiting for their way to repay it, such as an investment plan, to mature, we may permit an extension. Flexible loans Flexible mortgages allow customers to pay more or less than their usual amount each month, or even to take ‘payment holidays’ when they pay nothing at all. There are conditions on when and how much customers can draw down, and they do not have to take or draw down the whole loan all at once. A customer can ask us to raise their credit limit, but that means we will go through our full credit approval process. We can also lower a customer’s credit limit at any time, so it never goes above 90% of the property’s current market value. We no longer offer flexible loans for new mortgages. This is an area of interest if any customers might be using these facilities to self-forbear, such as regularly drawing down small amounts. We reflect signs that the credit risk has significantly increased in our ECL calculations. Loans with an LTV >100% In some cases, property prices have fallen, so mortgages we gave in the past with lower LTVs now have LTVs greater than 100%. Where the mortgage balance is more than the property is now worth, we cannot recover the full value of the loan by repossessing and selling the property. This means there is a higher credit risk on these loans so we monitor them as part of our assessment of ongoing portfolio performance. We design new account LTV maximums to mitigate an increase in accounts with an LTV >100%. Buy-to-Let (BTL) loans We have specific policies for BTL and focus on non-professional landlords. We have prudent lending criteria and the maximum LTV is 75%. The first applicant must earn a minimum of £25,000 per year, and we require proof of income in all cases. We also use a BTL affordability rate as part of our lending assessment. This means that the rental income must cover the monthly mortgage interest payments by a prescribed amount when calculated using a stressed interest rate. We regularly review the prescribed amount and adjust it as needed. Climate change The value of property collateral for mortgages might be affected by physical impacts related to the frequency and scale of extreme weather events, such as flood and subsidence risk or changing environmental performance standards for property. In 2022 we reviewed the proportion of mortgage loans subject to flood and subsidence risk and concluded that the risk was not material. The terms of our mortgage lending require homeowners to buy suitable insurance which transfers the majority of the risk to asset valuations to third party insurers. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 80 Credit performance (audited) Portfolio of particular interest(1) Total Interest-only Part interest- only, part repayment (2) Flexible LTV >100% Buy-to-let Other portfolio 2022 £m £m £m £m £m £m £m Mortgage portfolio 184,317 40,825 13,510 6,765 370 16,799 126,996 –Stage 1 169,066 35,702 12,143 5,713 217 15,884 118,507 –Stage 2 13,424 4,250 1,149 839 101 876 7,791 –Stage 3 1,827 873 218 213 52 39 698 Stage 3 ratio 1.00% 2.16% 1.62% 3.45% 13.94% 0.23% 0.55% Properties in possession 47 18 8 3 7 1 16 Balance weighted LTV (indexed) 50% 47% 49% 36% 117% 58% 52% 2021 Mortgage portfolio 174,712 40,654 13,638 8,549 528 14,893 116,767 –Stage 1 161,845 36,212 12,391 7,509 354 14,363 109,878 –Stage 2 11,071 3,626 1,020 796 109 489 6,188 –Stage 3 1,796 816 227 244 65 41 701 Stage 3 ratio 1.04% 2.03% 1.66% 3.06% 12.34% 0.27% 0.60% Properties in possession 2 1 1 — 1 — — Balance weighted LTV (indexed) 52% 49% 52% 39% 118% 61% 53% (1)Where a loan falls into more than one category, we include it in all the categories that apply. As a result, the sum of the mortgages in the segments of particular interest and the other portfolio does not agree to the total mortgage portfolio. (2)Mortgage balance includes both the interest-only part of £10,010m (2021: £10,106m) and the non-interest-only part of the loan. 2022 compared to 2021 –In 2022, the combined total proportion of interest-only loans, part interest-only, part repayment loans and flexible loans remained stable. –BTL mortgage balances increased £1.9bn to £16.8bn (2021: £14.9bn) driven by continued focus in growing this portfolio. In 2022, the balance weighted average LTV of mortgage total new BTL lending was 67% (2021: 68%) Forbearance(1) (audited) The balances at 31 December 2022 and 31 December 2021 were: Interest-only(2) Flexible LTV >100% Buy-to-Let 2022 £m £m £m £m Total 290 36 9 15 –Stage 2 111 19 — 11 –Stage 3 179 17 9 4 2021 Total 419 35 13 11 –Stage 2 280 24 3 8 –Stage 3 139 11 10 3 (1)Where a loan falls into more than one category, we have included it in all the categories that apply. (2)Comprises full interest-only loans and part interest-only, part repayment loans. 2022 compared to 2021 Levels of forbearance on interest-only accounts decreased in 2022. The higher levels of forbearance on interest-only accounts in 2021 were driven by the availability of a one year deferral of repaying capital for maturing or past maturity interest-only customers impacted or potentially impacted by Covid-19. This was offered in line with FCA guidance. The scheme closed in 2021. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 81 RETAIL BANKING: EVERYDAY BANKING – CREDIT RISK REVIEW Movement in total exposures and the corresponding ECL (audited) The following tables show changes in total on and off-balance sheet exposures and ECL in the period. The footnotes to the Santander UK group level table on page 74 also apply to these tables. Stage 1 Stage 2 Stage 3 Total Exposures ⁽¹⁾ ECL Exposures ⁽¹⁾ ECL Exposures ⁽¹⁾ ECL Exposures ⁽¹⁾ ECL £m £m £m £m £m £m £m £m At 1 January 2022 20,682 51 698 98 352 49 21,732 198 Transfers from Stage 1 to Stage 2(3) (841) (7) 840 8 — — (1) 1 Transfers from Stage 2 to Stage 1(3) 155 22 (155) (22) — — — — Transfers to Stage 3(3) (158) (1) (56) (7) 214 7 — (1) Transfers from Stage 3(3) 7 — 14 4 (21) (5) — (1) Transfers of financial instruments (837) 14 643 (17) 193 2 (1) (1) Net ECL remeasurement on stage transfer(4) — (22) — 91 — 30 — 99 Change in economic scenarios(2) — (2) — 26 — — — 24 Changes to model — — — — — — — — New lending and assets purchased(5) 2,312 12 253 38 16 10 2,581 60 Redemptions, repayments and assets sold (7) (2,829) (11) (176) (10) (483) (5) (3,488) (26) Changes in risk parameters and other movements(6) 249 1 (62) (35) 324 83 511 49 Assets written off(7) — — — — (122) (110) (122) (110) At 31 December 2022 19,577 43 1,356 191 280 59 21,213 293 Net movement in the period (1,105) (8) 658 93 (72) 10 (519) 95 Charge/(release) to the Income Statement (8) 93 120 205 Less: Discount unwind — — (4) (4) Less: Recoveries net of collection costs — — 1 1 Total ECL charge/(release) to the Income Statement (8) 93 117 202 At 1 January 2021 21,089 57 791 201 105 50 21,985 308 Transfers from Stage 1 to Stage 2(3) (214) (2) 214 2 — — — — Transfers from Stage 2 to Stage 1(3) 418 81 (418) (81) — — — — Transfers to Stage 3(3) (284) (1) (36) (10) 320 11 — — Transfers from Stage 3(3) 5 1 11 5 (16) (6) — — Transfers of financial instruments: (75) 79 (229) (84) 304 5 — — Net ECL remeasurement on stage transfer(4) — (78) — 39 — 23 — (16) Change in economic scenarios(2) — (4) — (19) — — — (23) Changes to model — — — — — — — — New lending and assets purchased(5) 2,150 13 84 12 9 4 2,243 29 Redemptions, repayments and assets sold(7) (3,023) (11) (101) (16) (29) (5) (3,153) (32) Changes in risk parameters and other movements(6) 541 (6) 153 (34) 77 74 771 34 Assets written off(7) — 1 — (1) (114) (102) (114) (102) At 31 December 2021 20,682 51 698 98 352 49 21,732 198 Net movement in the period (407) (6) (93) (103) 247 (1) (253) (110) Charge/(release) to the Income Statement (7) (102) 101 (8) Less: Discount unwind — — (4) (4) Less: Recoveries net of collection costs — — (51) (51) Total ECL charge/(release) to the Income Statement (7) (102) 46 (63) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 82 Credit performance (audited) Business banking Other unsecured Personal loans Credit cards Overdrafts Total other unsecured Total 2022 £m £m £m £m £m £m Loans and advances to customers of which: 2,519 1,982 2,558 461 5,001 7,520 –Stage 1 2,223 1,730 2,192 155 4,077 6,300 –Stage 2 133 231 329 282 842 975 –Stage 3 163 21 37 24 82 245 Loss allowances(1) 19 62 130 82 274 293 Stage 3 undrawn exposures 3 32 35 Stage 3 ratio 6.58% 2.27% 3.71% Gross write-offs 11 99 110 2021 Loans and advances to customers of which: 3,532 2,000 2,341 438 4,779 8,311 –Stage 1 3,076 1,910 2,125 299 4,334 7,410 –Stage 2 201 73 181 120 374 575 –Stage 3 255 17 35 19 71 326 Loss allowances(1) 22 47 89 40 176 198 Stage 3 undrawn exposures — 26 26 Stage 3 ratio 7.20% 2.03% 4.23% Gross write-offs 6 97 103 (1)The ECL allowance is for both on and off–balance sheet exposures 2022 compared to 2021 Business Banking balances were lower, mainly due to reductions in the Bounce back loans (BBL) portfolio. Stage 3 assets reduced, although this had a minimal impact on write offs as the reduction in assets was mainly due to the BBLs, where the 100% government guarantee was claimed. Other unsecured balances increased slightly in 2022. However, Stage 2 unsecured assets increased by125%, reflecting the current economic environment. This is yet to impact Stage 3 or write offs, which did not increase. Loan modifications Forbearance The following table (audited) sets out the financial assets that were forborne while they had a loss allowance measured at lifetime ECL. Business banking Credit cards Overdrafts Total 2022 £m £m £m £m Financial assets modified in the period: –Amortised cost before modification — 7 7 14 –Net modification gain — 7 6 13 Financial assets modified since initial recognition: –Gross carrying amount of financial assets for which the loss allowance changed to 12m ECL in the period — 3 1 4 2021 Financial assets modified in the period: –Amortised cost before modification — 13 9 22 –Net modification gain — 5 4 9 Financial assets modified since initial recognition: –Gross carrying amount of financial assets for which the loss allowance changed to 12m ECL in the period — 4 2 6 The balances (audited) at 31 December 2022 and 31 December 2021 were: Other unsecured Business banking Personal loans Credit cards Overdrafts Total other unsecured Total 2022 £m £m £m £m £m £m Total 3 1 34 16 51 54 –Stage 2 — 1 6 2 9 9 –Stage 3 3 — 28 14 42 45 2021 Total 2 1 38 15 54 56 –Stage 2 — — 7 3 10 10 –Stage 3 2 1 31 12 44 46 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 83 Other loan modifications From March 2020 to March 2021, we provided business banking and other unsecured lending customers with payment holiday terms. The following table provides information on such loan modifications. Business banking Other unsecured Total 2022 £m £m £m Financial assets modified in the period: –Amortised cost before modification — — — –Net modification gain — — — Financial assets modified since initial recognition: –Gross carrying amount of financial assets for which the loss allowance changed to 12m ECL in the period — — — 2021 Financial assets modified in the period: –Amortised cost before modification — 9 9 –Net modification gain — — — Financial assets modified since initial recognition: –Gross carrying amount of financial assets for which the loss allowance changed to 12m ECL in the period — 1 1 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 84 CONSUMER FINANCE – CREDIT RISK REVIEW Movement in total exposures and the corresponding ECL (audited) The following table shows changes in total on and off-balance sheet exposures and ECL in the period. The footnotes to the Santander UK group level analysis on page 74 also apply to this table. Stage 1 Stage 2 Stage 3 Total Exposures ⁽¹⁾ ECL Exposures ⁽¹⁾ ECL Exposures ⁽¹⁾ ECL Exposures ⁽¹⁾ ECL £m £m £m £m £m £m £m £m At 1 January 2022 5,074 18 200 17 24 17 5,298 52 Transfers from Stage 1 to Stage 2(3) (232) (2) 232 2 — — — — Transfers from Stage 2 to Stage 1(3) 68 2 (68) (2) — — — — Transfers to Stage 3(3) (13) — (10) (2) 22 2 (1) — Transfers from Stage 3(3) — — 1 1 (1) (1) — — Transfers of financial instruments (177) — 155 (1) 21 1 (1) — Net ECL remeasurement on stage transfer(4) — (2) — 9 — 10 — 17 Change in economic scenarios(2) — — — — — — — — Changes to model — — — — — — — — New lending and assets purchased(5) 2,225 7 110 8 3 2 2,338 17 Redemptions, repayments and assets sold(7) (1,232) (5) (77) (7) — — (1,309) (12) Changes in risk parameters and other movements(6) (529) 1 (38) 1 18 10 (549) 12 Assets written off(7) — — — — (37) (19) (37) (19) At 31 December 2022 5,361 19 350 27 29 21 5,740 67 Net movement in the period 287 1 150 10 5 4 442 15 Charge/(release) to the Income Statement 1 10 23 34 Less: Discount unwind — — (2) (2) Less: Recoveries net of collection costs — — (5) (5) Total ECL charge/(release) to the Income Statement 1 10 16 27 At 1 January 2021 7,824 44 379 37 58 37 8,261 118 Transfers from Stage 1 to Stage 2(3) (98) (1) 98 1 — — — — Transfers from Stage 2 to Stage 1(3) 105 6 (105) (6) — — — — Transfers to Stage 3(3) (8) — (8) (2) 16 2 — — Transfers from Stage 3(3) 5 — 3 2 (8) (2) — — Transfers of financial instruments: 4 5 (12) (5) 8 — — — Net ECL remeasurement on stage transfer(4) — — — — — — — — Change in economic scenarios(2) — — — (2) — — — (2) Changes to model — — — — — — — — New lending and assets purchased(5) 2,212 6 70 4 3 2 2,285 12 Redemptions, repayments and assets sold(7) (4,063) (19) (142) (6) (19) (3) (4,224) (28) Changes in risk parameters and other movements(6) (903) (18) (95) (12) 11 6 (987) (24) Assets written off(7) — — — 1 (37) (25) (37) (24) At 31 December 2021 5,074 18 200 17 24 17 5,298 52 Net movement in the period (2,750) (26) (179) (20) (34) (20) (2,963) (66) Charge/(release) to the Income Statement (26) (21) 5 (42) Less: Discount unwind — — — — Less: Recoveries net of collection costs — — 9 9 Total ECL charge/(release) to the Income Statement (26) (21) 14 (33) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 85 Credit performance (audited) 2022 2021 £m £m Loans and advances to customers of which: 5,384 4,984 –Stage 1 5,005 4,760 –Stage 2 350 200 –Stage 3 29 24 Loss allowances(1) 67 52 Stage 3 undrawn exposures — — Stage 3 ratio 0.54% 0.49% Gross write offs 19 25 (1)The ECL allowance is for both on and off–balance sheet exposures. 2022 compared to 2021 In 2022, we maintained our prudent Consumer (auto) finance underwriting criteria. The product mix was broadly unchanged, with wholesale balances increasing slightly. At 31 December 2022, Consumer (auto) finance gross lending (new business) was £2,519m( 2021: £2,383m). Wholesale loans (Stock finance) to car dealerships at 31 December 2022 were approximately 10.1% (2021: 7.3%) of the Consumer loan book. At 31 December 2022, the average Consumer (auto) finance loan size was £17,256 (2021: £16,182). The risk profile was stable in terms of our credit scoring acceptance policies. The overall risk performance was good with the vast majority of customers paying. Loan modifications Forbearance There were no accounts in forbearance at 31 December 2022 and 31 December 2021. Other loan modifications From March 2020 to March 2021, we provided Consumer Finance customers with payment holiday terms. The following table provides information on such loan modifications. 2022 2021 £m £m Financial assets modified in the period: –Amortised cost before modification — 54 –Net modification loss — — Financial assets modified since initial recognition: –Gross carrying amount of financial assets for which the ECL allowance changed to 12-month measurement in the period 95 226 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 86 CORPORATE & COMMERCIAL BANKING – CREDIT RISK REVIEW Movement in total exposures and the corresponding ECL (audited) The following tables show changes in total on and off-balance sheet exposures and ECL in the period. The footnotes to the Santander UK group level table on page 74 also apply to these tables. Stage 1 Stage 2 Stage 3 Total Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL £m £m £m £m £m £m £m £m At 1 January 2022 20,604 50 5,914 127 827 248 27,345 425 Transfers from Stage 1 to Stage 2(3) (2,195) (14) 2,195 14 — — — — Transfers from Stage 2 to Stage 1(3) 4,023 92 (4,023) (92) — — — — Transfers to Stage 3(3) (172) (1) (111) (13) 283 14 — — Transfers from Stage 3(3) — — 463 135 (463) (135) — — Transfers of financial instruments 1,656 77 (1,476) 44 (180) (121) — — Net ECL remeasurement on stage transfer(4) — (72) — (41) — 61 — (52) Change in economic scenarios(2) — 38 — 76 — — — 114 Changes to model — — — — — — — — New lending and assets purchased(5) 8,629 16 228 19 43 12 8,900 47 Redemptions, repayments and assets sold(7) (9,019) (15) (584) (32) (53) (17) (9,656) (64) Changes in risk parameters and other movements(6) 1,968 (11) (194) (27) 21 (14) 1,795 (52) Assets written off (7) — — — — (86) (24) (86) (24) At 31 December 2022 23,838 83 3,888 166 572 145 28,298 394 Net movement in the period 3,234 33 (2,026) 39 (255) (103) 953 (31) ECL charge/(release) to the Income Statement 33 39 (79) (7) Less: Discount unwind — — (3) (3) Less: Recoveries net of collection costs — — 42 42 Total ECL charge/(release) to the Income Statement 33 39 (40) 32 Stage 1 Stage 2 Stage 3 Total Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL £m £m £m £m £m £m £m £m At 1 January 2021 20,952 77 6,311 199 1,020 350 28,283 626 Transfers from Stage 1 to Stage 2(3) (1,055) (4) 1,055 4 — — — — Transfers from Stage 2 to Stage 1(3) 1,579 60 (1,579) (60) — — — — Transfers to Stage 3(3) (38) — (37) (3) 75 3 — — Transfers from Stage 3(3) 1 — 88 40 (89) (40) — — Transfers of financial instruments 487 56 (473) (19) (14) (37) — — Net ECL remeasurement on stage transfer(4) — (39) — (22) — 31 — (30) Change in economic scenarios(2) — (2) — (62) — (1) — (65) Changes to model — — — — — — — — New lending and assets purchased(5) 13,208 6 450 8 12 13 13,670 27 Redemptions, repayments and assets sold(7) (16,644) (15) (1,357) (17) (139) (42) (18,140) (74) Changes in risk parameters and other movements(6) 2,601 (33) 983 40 54 (7) 3,638 — Assets written off (7) — — — — (106) (59) (106) (59) At 31 December 2021 20,604 50 5,914 127 827 248 27,345 425 Net movement in the period (348) (27) (397) (72) (193) (102) (938) (201) ECL charge/(release) to the Income Statement (27) (72) (43) (142) Less: Discount unwind — — (4) (4) Less: Recoveries net of collection costs — — 56 56 Total ECL charge/(release) to the Income Statement (27) (72) 9 (90) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 87 Committed exposures Credit risk arises on both on- and off–balance sheet transactions, e.g. guarantees. Therefore, committed exposures are typically higher than asset balances. However, committed exposures can be smaller than asset balances due to netting. Rating distribution (audited) 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. Santander UK risk grade 9 8 7 6 5 4 3 to 1 Other(1) Total 2022 £m £m £m £m £m £m £m £m £m SME and mid corporate — 336 923 2,341 3,299 5,327 1,791 106 14,123 Commercial Real Estate — 2 111 2,044 2,128 936 185 1 5,407 Social Housing 44 4,028 3,956 6 — — — — 8,034 44 4,366 4,990 4,391 5,427 6,263 1,976 107 27,564 Of which: Stage 1 39 4,364 4,944 4,202 4,773 4,289 386 107 23,104 Stage 2 5 2 46 189 654 1,974 1,018 — 3,888 Stage 3 — — — — — — 572 — 572 2021 SME and mid corporate — 659 714 2,397 3,067 5,545 2,207 66 14,655 Commercial Real Estate — 126 137 1,471 2,228 638 249 — 4,849 Social Housing 52 3,961 3,759 9 — 53 105 7,939 52 4,746 4,610 3,877 5,295 6,236 2,456 171 27,443 Of which: Stage 1 52 3,809 4,359 3,604 4,192 4,138 380 168 20,702 Stage 2 — 937 251 239 1,086 2,005 1,509 (114) 5,913 Stage 3 — — — 34 17 93 567 117 828 (1)Smaller exposures mainly in the commercial mortgage portfolio. We use scorecards for them, instead of a rating model. 2022 compared to 2021 In 2022, committed exposure was substantially unchanged, with an increase in the CRE portfolio of 12%, largely offset by reductions in SME and mid corporate. The rating distribution improved in the CRE portfolios following recovery in the credit quality of a number of customers initially downgraded as a result of Covid-19. It has remained broadly stable in SME and mid corporate. Geographical distribution (audited) We typically classify geographical location according to the counterparty’s country of domicile unless a full risk transfer guarantee is in place, in which case we use the guarantor’s country of domicile instead. 2022 2021 UK Europe US Rest of World Total UK Europe US Rest of World Total £m £m £m £m £m £m £m £m £m £m SME and mid corporate 14,091 32 — — 14,123 14,612 43 — — 14,655 Commercial Real Estate 5,407 — — — 5,407 4,849 — — — 4,849 Social Housing 8,034 — — — 8,034 7,939 — — — 7,939 27,532 32 — — 27,564 27,400 43 — — 27,443 Credit risk mitigation (audited) Gross exposure Collateral Net exposure Stage 3 Stage 3 Stage 3 2022 £m £m £m SME and mid corporate 513 169 344 Commercial Real Estate 59 30 29 572 199 373 2021 SME and mid corporate 747 307 440 Commercial Real Estate 81 37 44 828 344 484 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 88 Credit performance (audited) We monitor exposures that show potentially higher risk characteristics using our Watchlist process. The table below shows the exposures we monitor, and those we classify as Stage 3 by portfolio at 31 December 2022 and 31 December 2021. Committed exposure Watchlist Fully performing Enhanced monitoring Proactive management Stage 3 Total(1) Loss allowances 2022 £m £m £m £m £m £m SME and mid corporate 11,796 431 1,383 513 14,123 355 Commercial Real Estate 4,765 103 480 59 5,407 38 Social Housing 7,978 46 10 — 8,034 1 24,539 580 1,873 572 27,564 394 2021(2) SME and mid corporate 11,227 520 2,161 747 14,655 376 Commercial Real Estate 4,344 204 220 81 4,849 46 Social Housing 7,799 140 7,939 3 23,370 724 2,521 828 27,443 425 (1)Includes committed facilities and derivatives. (2)New customer management systems have introduced improved portfolio segmentation information. This has led to a realignment of portfolio segmentation and improved the identification of portfolios of particular interest. Due to this a restatement of the 2021 figures has taken place. 2022 compared to 2021 Across Corporate & Commercial Banking, watchlist exposure decreased, enhanced monitoring by 20% and proactive monitoring by 26% This followed the upgrading of cases as they stabilised after emerging from Covid-19 lockdowns especially in SME and Mid Corporates whilst CRE saw an increase in Proactive Management. Stage 3 assets also decreased, down 31% with loss allowances decreasing by £31m (7%). The remaining Covid-19 related judgemental adjustments (JAs) were released. New JAs have been introduced to reflect the heightened risks of sectors and counterparties deemed most susceptible to current headwinds. Loan modifications Forbearance The following table (audited) sets out the financial assets that were forborne while they had a loss allowance measured at lifetime ECL. 2022 2021 £m £m Financial assets modified in the period: –Amortised cost before modification 240 243 –Net modification gain/ (loss) 8 (5) Financial assets modified since initial recognition: –Gross carrying amount of financial assets for which the loss allowance changed to 12-month ECL in the period 15 29 We only make forbearance arrangements for lending to customers. The balances (audited) at 31 December 2022 and 31 December 2021, analysed by their staging at the period–end and the forbearance we applied, were: 2022 2021 £m £m Stock(1) –Term extension 98 150 –Interest-only 238 239 –Other payment rescheduling 219 204 555 593 Of which: –Stage 1 17 20 –Stage 2 173 303 –Stage 3 365 270 555 593 Proportion of portfolio 2.0% 2.4% (1)We base forbearance type on the first forbearance we applied. Tables only show accounts open at the period-end. Amounts are drawn balances and include off balance sheet balances. 2022 compared to 2021 In 2022, forbearance stock decreased overall due to a single case that was first reported as forbearance in 2021, and was repaid in 2022. This was partially offset by a small increase in other cases. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 89 PORTFOLIOS OF PARTICULAR INTEREST Introduction Some types of lending have higher risk and others stand out for other reasons. We give more detail below on the following areas of particular interest. Portfolio Description Commercial Real Estate (CRE) Lending to experienced, professional landlords mainly secured by tenanted UK property. The CRE market has seen regular cyclical downturns, and so is a portfolio of particular interest. We manage and report our CRE portfolio in Corporate & Commercial Banking. In prior periods, we also gave a summary of our total Social Housing portfolio as we managed part of it in Corporate & Commercial Banking and part of it in Corporate Centre. With effect from 2022, we manage all our Social Housing portfolio in Corporate & Commercial Banking, as explained in Note 2 to the Consolidated Financial Statements. As a result, information on our total Social Housing portfolio is now presented in the main Corporate & Commercial Banking section. Climate change The global economy is still heavily dependent on fossil fuel energy sources such as coal, natural gas and oil, which significantly contribute to climate change. Energy transmission requires building and maintaining appropriate wholesale networks that can affect the natural environment. We remain committed to reallocating financial flows from fossil fuel consumption, including for electricity generation, to cleaner alternatives as set out in our Environmental, Social and Climate Change Policy. In order to track and measure how our current lending activities contribute towards the reliance of fossil fuels, in 2022 we analysed our portfolio to identify fossil fuel exposures. We classified lending as a fossil fuel exposure if the counterparty engaged in any of the following activities: –Oil & Gas: production and treatment including refining, transportation, storage and wholesale distribution –Mining & Extraction: any coal mining or extraction activities –Power Generation: clients for who coal-fired generation represents more than 10% of revenues on a consolidated basis. At 31 December 2022, we had limited exposure to such counterparties, with these activities making up 0.4% of our Corporate and Commercial Banking lending to non-financial corporates. On an individually assessed basis, clients in these industries were highly rated and their markets remained highly liquid. We will continue to monitor, disclose and reduce lending which contributes to ongoing fossil fuel use. Commercial Real Estate Credit performance The table below shows the main CRE credit performance metrics at 31 December 2022 and 31 December 2021. Customer loans Stage 3 Stage 3 Ratio Gross write–offs Total loss allowance £m £m % £m £m 2022 4,822 58 1.20 — 38 2021 4,345 79 1.82 25 46 LTV analysis The table below shows the LTV distribution for our CRE total stock and Stage 3 stock (based on the drawn balance and our latest estimate of the property’s current value) of the portfolio at 31 December 2022 and 31 December 2021. 2022 2021 Stock Stage 3 Stock Stage 3 Total ECL Total ECL Total ECL Total ECL LTV £m £m £m £m £m £m £m £m Up to 50% 2,818 15 14 1 2,485 15 21 5 >50-70% 1,416 7 2 — 1,194 20 41 14 >70-100% 137 4 15 3 35 2 3 — > 100% 67 — 1 — 37 1 5 1 Other portfolio (1) 359 12 26 7 594 8 9 3 Total with collateral 4,797 38 58 11 4,345 46 79 23 Development loans 25 — — — — — — — 4,822 38 58 11 4,345 46 79 23 (1)Smaller value transactions, mainly commercial mortgages. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 90 Refinancing risk At 31 December 2022, CRE loans of £964m (2021: £1,084m) were due to mature within 12 months. Of these, £17m or 1.8% (2021: £7m or 0.7%) had an LTV ratio higher than is acceptable under our current credit policy, £7m of which were reported as Stage 3 (2021: £4m). Sector analysis Sector 2022 2021 £m % £m % Office 1,267 26 1,127 26 Retail 635 13 653 15 Industrial 749 16 457 10 Residential 853 18 720 17 Mixed use 641 13 526 12 Student accommodation 81 2 58 1 Hotels and leisure 212 4 210 5 Other 25 1 — — Small value transactions portfolio(1) 359 7 594 14 4,822 100 4,345 100 1)Mainly commercial mortgages. 2022 compared to 2021 The CRE portfolio is well diversified across sectors with no significant regional or single name concentration. In 2022, the market faced falling capital and rental yields along with structural changes in certain sub-sectors such as Retail and Office. However at 31 December 2022, the LTV profile of the portfolio remained conservative with £4,234m and 95% (2021: £3,679m and 98%) at or below 70% LTV. Almost two thirds of the CRE portfolio has an LTV below 50%. Drawn customer loans increased by £477m. In 2022 , we maintained a prudent lending approach, with >99% of new business (2021: 100%) written at or below 60% LTV. The weighted average LTV of the CRE portfolio was 46%. Drawn facilities subject to enhanced monitoring decreased by 48% to £102m (2021: £198m). Drawn facilities subject to proactive management increased by 115% to £473m (2021: £220m). Stage 3 exposures decreased to £58m (2021: £79m). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 91 CORPORATE CENTRE – CREDIT RISK REVIEW Movement in total exposures and the corresponding ECL (audited) The following tables show changes in total on and off-balance sheet exposures and ECL in the period. The footnotes to the Santander UK group level table on page 74 also apply to these tables. Stage 1 Stage 2 Stage 3 Total Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL Exposures(1) ECL £m £m £m £m £m £m £m £m At 1 January 2022 68,349 — — — — — 68,349 — Transfers from Stage 1 to Stage 2(3) — — — — — — — — Transfers from Stage 2 to Stage 1(3) — — — — — — — — Transfers to Stage 3(3) — — — — — — — — Transfers from Stage 3(3) — — — — — — — — Transfers of financial instruments — — — — — — — — Net ECL remeasurement on stage transfer(4) — — — — — — — — Change in economic scenarios(2) — — — — — — — — Changes to model — — — — — — — — New lending and assets purchased(5) — — — — — — — — Redemptions, repayments and assets sold (7) (8,901) — — — — — (8,901) — Changes in risk parameters and other movements(6) (738) — — — — — (738) — Assets written off (7) — — — — — — — — At 31 December 2022 58,710 — — — — — 58,710 — Net movement in the period (9,639) — — — — — (9,639) — ECL charge/(release) to the Income Statement — — Less: Discount unwind — — Less: Recoveries net of collection costs — — Total ECL charge/(release) to the Income Statement — — — — £m £m £m £m £m £m £m £m At 1 January 2021 72,575 35 — — — — 72,575 35 Transfers from Stage 1 to Stage 2(3) — — — — — — — — Transfers from Stage 2 to Stage 1(3) — — — — — — — — Transfers to Stage 3(3) — — — — — — — — Transfers from Stage 3(3) — — — — — — — — Transfers of financial instruments 0 — — — — — — — Net ECL remeasurement on stage transfer(4) — — — — — — — — Change in economic scenarios(2) — — — — — — — — Changes to model — — — — — — — — New lending and assets purchased(5) — — — — — — — — Redemptions, repayments and assets sold (7) (3,749) (18) — — — — (3,749) (18) Changes in risk parameters and other movements(6) (477) (17) — — — — (477) (17) Assets written off (7) — — — — — — — — At 31 December 2021 68,349 — — — — — 68,349 — Net movement in the period (4,226) (35) — — — — (4,226) (35) ECL charge/(release) to the Income Statement (35) — — (35) Less: Discount unwind — — — — Less: Recoveries net of collection costs — — — — Total ECL charge/(release) to the Income Statement (35) — — (35) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 92 Committed exposures Credit risk arises on both on- and off–balance sheet transactions, e.g. derivatives. Rating distribution (audited) 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. Santander UK risk grade 9 8 7 6 5 4 3 to 1 Other(1) Total 2022 £m £m £m £m £m £m £m £m £m Corporate Centre Sovereign and Supranational 47,040 1,077 — — — — — — 48,117 Structured Products 136 1,162 875 — — — — — 2,173 Financial Institutions 1,191 672 521 26 — — — — 2,410 48,367 2,911 1,396 26 — — — — 52,700 Of which: Stage 1 48,367 2,911 1,396 26 — — — — 52,700 Stage 2 — — — — — — — — — Stage 3 — — — — — — — — — 2021 Corporate Centre Sovereign and Supranational 55,061 1,051 — — — — — — 56,112 Structured Products 573 1,064 197 41 — — — — 1,875 Financial Institutions 479 533 345 7 — — — — 1,364 56,113 2,648 542 48 — — — — 59,351 Of which: Stage 1 56,113 2,648 542 46 — — — — 59,349 Stage 2 — — — 2 — — — — 2 Stage 3 — — — — — — — — — (1)Smaller exposures mainly in the commercial mortgage portfolio. We use scorecards for them, instead of a rating model. (2)Commercial mortgages and residual structured and asset finance loans (shipping, aviation and structured finance). 2022 compared to 2021 Committed exposures decreased by 11.2% mainly driven by UK Sovereign and Supranational exposures, as part of normal liquid asset portfolio management, which reduced by 14.2%. The portfolio profile remained short-term, reflecting the purpose of the holdings. Geographical distribution (audited) We typically classify geographical location according to the counterparty’s country of domicile unless a full risk transfer guarantee is in place, in which case we use the guarantor’s country of domicile instead. 2022 2021 UK Europe US Rest of World Total UK Europe US Rest of World Total £m £m £m £m £m £m £m £m £m £m Sovereign and Supranational 43,936 1,886 83 2,212 48,117 52,297 950 469 2,396 56,112 Structured Products 1,379 422 4 368 2,173 1,219 656 — — 1,875 Financial Institutions 988 1,005 230 187 2,410 504 565 81 214 1,364 46,303 3,313 317 2,767 52,700 54,020 2,171 550 2,610 59,351 Credit performance (audited) We monitor exposures that show potentially higher risk characteristics using our Watchlist process. In Corporate Centre committed exposures were all fully performing at 31 December 2022 and 31 December 2021. Loan modifications (audited) There were no loan modifications made in 2022 and 2021. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 93 Market risk Overview Market risk comprises non-traded market risk and traded market risk. Non-traded market risk is the risk of loss of income, economic or market value due to changes to interest rates in the non-trading book or to changes in other market risk factors (e.g. credit spread and inflation risk), where such changes would affect our net worth through an adjustment to revenues, assets, liabilities and off-balance sheet exposures in the non-trading book. Traded market risk is the risk of changes in market factors that affect the value of the positions in the trading book. We have no significant traded market risk exposure. In this section, we set out which of our assets and liabilities are exposed to non-traded and traded market risk. Then we explain how we manage these risks and discuss our key market risk metrics. Key metrics Net Interest Income (NII) sensitivity to +100bps was £241m and to ‑100bps was £(197)m (2021: £318m and £(440)m). Economic Value of Equity (EVE) sensitivity to +100bps was £(487)m and to ‑100bps was £635m (2021: £(431)m and £184m). BALANCE SHEET ALLOCATION BY MARKET RISK CLASSIFICATION (AUDITED) We classify all our assets and liabilities exposed to market risk as non-traded market risk, except for certain portfolios that we must classify as trading books for regulatory purposes (such as selling derivatives or derivative-based products to clients), of which we must fair value for accounting reasons (such as assets in the eligible liquidity pool). For accounting purposes, we classify all derivatives as held for trading unless they are designated as being in a hedging relationship. For more, see Note 11 to the Consolidated Financial Statements. NON-TRADED MARKET RISK OUR KEY NON-TRADED MARKET RISKS (audited) Non-traded 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, Consumer Finance and Corporate & Commercial Banking, it is a by-product of us writing customer business and we transfer most of these risks to Corporate Centre to manage. The only types of non-traded market risk that we keep in Retail Banking, Consumer Finance and Corporate & Commercial Banking are short-term mismatches due to forecasting variances in prepayment and launch risk. This is where customers repay their loans earlier than their expected maturity date or do not take the expected volume of new products. Corporate Centre also manages our structural balance sheet exposures, such as foreign exchange and Income Statement volatility risk. Our key non-traded market risks are: Key risks Description Interest rate risk Yield curve risk: comes from timing mismatches in repricing fixed and variable rate assets, liabilities and off-balance sheet instruments. It also comes from investing non-rate sensitive liabilities in interest-earning assets. Basis risk: comes from pricing assets using a different rate index to the liabilities that fund them. We are exposed to basis risks associated with Bank of England bank rate, reserve rate linked assets we deposit with central banks, and the Sterling Overnight Index Average (SONIA) rate. Spread risk Spread risk arises when the value of assets or liabilities which are accounted for at fair value (either through Other Comprehensive Income or through Profit and Loss) are affected by changes in the credit spread. We measure these spreads as the difference between the discount rate we use to value the asset or liability, and an underlying interest rate curve. Foreign exchange risk Our banking 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. For more on this, see ‘Wholesale funding’ in the ‘Liquidity risk’ section. Income statement volatility risk We measure most of the assets and liabilities in our banking book balance sheet at amortised cost. We sometimes manage their risk profile by using derivatives. As all derivatives are accounted for at fair value, the mismatch in their accounting treatment can lead to volatility in our Income Statement. This happens even if the derivative is an economic hedge of the asset or liability. NON-TRADED MARKET RISK MANAGEMENT Risk appetite Our Structural and Market Risk framework sets out our high-level arrangements and standards to manage, control and oversee non-traded market risk, and is part of our overall Risk Framework. Our Risk Appetite sets the controls, risk limits and key risk metrics for non-traded market risk. We show risk appetite by the income and value sensitivity limits we set in our Risk Appetite, at both Santander UK and Banco Santander group levels. Risk measurement We mainly measure our exposures with NII and EVE sensitivity analysis. We support this with VaR risk measures and stress testing. We also monitor our interest rate repricing gap. We regularly review our risk models and metrics including underlying model assumptions to ensure they continue to reflect the risks inherent in the current rate environment and regulatory expectations. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 94 NII and EVE sensitivities (audited) The calculations for NII 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 our overall control framework, so we update and review them regularly. Our NII 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. NII sensitivity NII 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 NII sensitivity by simulating the NII using 2 yield curves. The difference between the 2 NII totals is the NII sensitivity. EVE sensitivity –We calculate EVE sensitivity 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. The limitations of sensitivities We use sensitivities to measure the impact of standard, instantaneous, parallel shifts in relevant yield 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. We also run non-parallel stress tests, to calculate the impact of some plausible non-parallel scenarios, and over various time periods for income stresses, usually one or three years. Value at Risk (VaR) (audited) VaR –VaR indicates the losses that we might suffer because of unfavourable changes in the markets under normal (non-stressed) market conditions. We run a historical simulation using historical daily price moves to find how much we might lose, normally at a 99% confidence level. The limitations of VaR VaR is a useful and important market standard measure of risk, but it does have some limitations. These include: –VaR assumes what happened in the past is a reliable way to predict what will happen in the future. This may not always be the case –VaR is based on positions at the end of the business day so it doesn’t include intra-day positions –VaR does not predict how big the loss could be on the 1% of trading days that it is greater than the VaR –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. Back-testing – comparing VaR estimates with reality To check that the way we estimate VaR is reasonable, we back-test our VaR by comparing it against both actual and hypothetical profits and losses, using a one- day time horizon. 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. Stress testing Stress testing is an essential part of our risk management. It helps us to measure and evaluate the potential impact on portfolio values of more extreme, although plausible, events or market moves. We express limits as on how much we could lose in a stress event, and this restricts how much risk we take. Stress testing scenarios Simple stress tests (like parallel shifts in relevant curves) give us clear measures of risk and a consistent starting point for setting limits. More complex, multi- factor and multi-time period stress tests give us information about specific potential events. They can also test outcomes that we might not capture through parallel stresses or VaR-type measures. We 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 such as climate change risk, the Covid-19 pandemic and other macroeconomic events or changing market conditions. We run individual business area stresses and Santander UK-wide scenarios. Other ways of measuring risk As well as using sensitivities and stress tests, we can measure non-traded market risk using net notional positions. This can give us a simple view of our exposure, although we generally need to combine it with other risk measures to cover all aspects of a risk profile, such as projected changes over time. Other metrics we can use include Earnings at Risk (EaR). EaR is like VaR but captures changes in income rather than value. We use this approach for example to generate a one-year EaR measure to assess Basis risk. Risk mitigation (audited) We typically hedge the interest rate risk of the securities we hold for liquidity and investment purposes with interest rate swaps. We retain spread exposures, and these are the key drivers of the VaR and stress tests we use to assess the risk of the portfolio. 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 hedge our foreign currency funding positions back to sterling, so our foreign exchange positions tend to be residual exposures that remain after hedging. These exposures 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 on this, see ‘Funding strategy‘ and ‘Term issuance’ in the ‘Liquidity risk’ section. Risk monitoring and reporting (audited) We monitor our non-traded market risks using sensitivities, VaR and stress tests. We report them against limits and triggers to senior management daily and to ALCO and ERCC each month. The VaR we report captures all key sources of volatility (including interest rate and spread risks) to fully reflect potential volatility. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 95 NON-TRADED MARKET RISK REVIEW Interest rate risk Yield curve risk The table below shows how our net interest income would be affected by a parallel shift (both up and down) applied instantaneously to the yield curve at 31 December 2022 and 31 December 2021 In 2022, we moved to focus on 100 basis points (bps) from previously disclosed sensitivities of 50bps and 25bps. The shift reflects a more realistic stress in the current rate environment. We have replaced the previously disclosed sensitivities of 50bps and 25bps for 2021 with 100 bps sensitivities for consistency with 2022. 2022 +100bps -100bps +100bps -100bps £m £m £m £m NII sensitivity (audited)(1) 241 (197) 318 (440) EVE sensitivity (487) 635 (431) 184 Based on modelling assumptions of repricing behaviour. Basis risk We report basis risk using the EaR approach. 2022 2021 £m £m Basis risk EaR 2 2 Interest rate repricing gap The table below shows the interest rate repricing gap of our balance sheet by repricing buckets. 3 months 1 year 3 years 5 years >5years Not sensitive Total 2022 £m £m £m £m £m £m £m Assets 106,980 44,748 79,006 52,489 5,249 14,123 302,595 Liabilities 135,801 30,262 58,526 51,161 3,833 25,023 304,606 Off-balance sheet 31,378 (16,133) (16,972) 723 3,015 — 2,011 Net gap 2,557 (1,647) 3,508 2,051 4,431 (10,900) — 2021 Assets 111,211 45,979 77,726 44,418 7,191 16,930 303,455 Liabilities 190,649 17,328 25,735 16,108 28,733 25,551 304,104 Off-balance sheet 27,369 (18,508) (19,842) 3,447 8,183 — 649 Net gap (52,069) 10,143 32,149 31,757 (13,359) (8,621) — Spread risk The table below shows the risk metrics covering the portfolios of securities we hold for liquidity and investment purposes. 2022 2021 £m £m VaR 3 4 Worst three month stressed loss 46 56 2022 compared to 2021 We regularly review our risk models and metrics including underlying modelling assumptions to ensure they continue to reflect the risks inherent in the current rate environment and incorporate regulatory expectations. NII Sensitivity to a -100bps stress reduced to £(197)m (2021: £(440)m) as the risk of margin compression as a result of customer deposit rates becoming floored reduced in the higher rate environment. The NII sensitivity to a +100bps parallel stress reduced to £241m (2021: £318m), as the mix of customer liabilities changed in the higher rate environment. EVE Sensitivity to a +100bps stress increased to £(487)m (2021: £(431)m) in the higher rate environment. This was driven by changes in the mix of customer liabilities, offset by a reduction in the profile of the structural position and customer behaviour in response to higher rates. TRADED MARKET RISK We have no significant traded market risk exposure. Our only exposure to traded market risk comes from providing permitted financial services to permitted customers. Our exposures are affected by market movements in interest rates, credit spreads, and foreign exchange rates. Traded market risk can reduce our net income. We hedge risks from client trades, and our books are as close to back-to-back as possible, with market risk hedged with Banco Santander SA or CCPs. This is required by Banking Reform legislation. We have two trading desks. The Link Desk transacts derivatives with our corporate clients that are permitted under the ring-fencing regime. The Retail Structured Products desk (RSP) sells investments to retail investors, through our UK branches and other channels. We calculate market risk capital using standard rules. The Internal VaR for exposure to traded market risk at 31 December 2022 was less than £1m (2021: less than £1m). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 96 Liquidity risk Overview Liquidity risk is the risk that we do not have sufficient liquid financial resources available to meet our obligations when they fall due, or we can only secure such resources at excessive cost. 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 LCRs and our eligible liquidity pools. We then explain our funding strategy and structure and we analyse our wholesale funding. Finally, we analyse how we have encumbered some of our assets to support our funding activities. Key metrics LCR of 157% (2021: 168%) DoLSub LCR of 152% (2021: 166%) Wholesale funding with maturity <1 year £11.0bn (2021: £10.2bn) DoLSub LCR eligible liquidity pool of £46.3bn (2021: £51.4bn) OUR KEY LIQUIDITY RISKS (audited) Through our LRA framework, we manage our funding or structural contingent and market liquidity risks wherever they arise. This can be in retail and corporate deposit outflows, wholesale secured and unsecured liquidity outflows and off-balance sheet activities. Other risks our framework covers include funding concentrations, intra-day cash flows, intra-group commitments and support, franchise retention and cross currency risk. Our main sources of liquidity Customer deposits finance most of our customer lending. Although these funds are mostly callable, in practice 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 through the issuance of capital, senior unsecured debt, covered bonds, structured notes and short-term funding. We also access these markets through securitisations of certain assets of Santander UK plc and our operating subsidiaries. For more on our programmes, see Notes 14, 26 and 27 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. In addition, we have access to UK Government funding schemes. We comply with rules set by the PRA, other regulators, and Banco Santander standards. While we manage, consolidate and monitor liquidity risk centrally, we also 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, Consumer Finance and Corporate & Commercial Banking, to pay interest and dividends, and to 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 to pay for business combinations. LIQUIDITY RISK MANAGEMENT Introduction We manage liquidity risk on a consolidated basis in our CFO division, which is our centralised function for managing funding, liquidity and capital. We created our governance, oversight and control frameworks, and our LRA, on the same consolidated basis. Under the PRA’s liquidity rules, Santander UK plc and its subsidiary Cater Allen Limited form the RFB Domestic Liquidity Sub-group (the RFB DoLSub), which allows them to collectively meet regulatory requirements to manage liquidity risk. Each member of the RFB DoLSub will support the other by transferring surplus liquidity in times of stress. Risk appetite Our LRA is based on the principles of liquidity management we use to manage our balance sheet. It also supports our need to meet or exceed regulatory rules. In line with our liquidity management principles, we avoid an over-reliance on funding from a single product, customer or counterparty. We also maintain enough unencumbered customer assets to support current and future funding and collateral requirements and maintain enough capacity to monetise liquid assets and other counterbalancing capacity on a timely basis. Our LRA is proposed to the Risk division and the Board, which is then approved under advice from the Board Risk Committee. Our LRA, in the context of our overall Risk Appetite, is reviewed and approved by the Board each year, or more often if needed. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 97 Risk measurement 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 periods. They also include structural metrics, such as our level of encumbered assets. Ongoing business management Within our framework of prudent funding and liquidity management, we manage our activities to our liquidity risk appetite. 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 daily operations, strategy and planning. Our liquidity management framework is split between short-term and strategic activities. Our short-term activities focus on intra-day collateral; management and maintaining liquid assets to cover unexpected demands on cash in a stress, such as large and unexpected deposit withdrawals by customers and loss of wholesale funding. Our strategic activities focus on ensuring we are not over reliant on any one source for funding and that we avoid excessive concentrations in the maturity of our funding. 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 by 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 always hold a portfolio of unencumbered liquid assets. Our LRA and 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 stress to create liquidity by repurchase or outright sale to the market. Stress testing Our liquidity stress testing framework is central to our LRA measurement and monitoring. To fit with our risk appetite, the liquidity outflows that come from these stress tests must be fully covered with high-quality liquid assets, other liquid assets and appropriate management actions. Our Risk division runs a range of stress tests. Our LRA stress test is a combination of three tests that cover idiosyncratic, market-wide and combined scenarios. Our other tests consider scenarios such as a global economic slowdown that results in reduced confidence in banks, a slowdown in a major economy or a decline in access to liquidity. These are considered on both an acute and protracted basis. We also run severe combined stress tests which look at both a deep and prolonged UK recession that results in a reduction in wholesale funding availability and an idiosyncratic shock that would lead to retail and commercial outflows. We run a climate change stress, that assumes severe physical risks results in a reduction in retail deposits, increased use of corporate lending facilities and an increase in mortgage defaults. 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 LRA and our regulatory liquidity metrics. We monitor our LCR to ensure we continue to meet the requirements. We also monitor the Net Stable Funding Ratio (NSFR), which was implemented on 1 January 2022. Risk mitigation (audited) 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 three plausible but severe stress scenarios (our LRA stress test, described above). We do this by maintaining a prudent balance sheet structure and approved liquid resources. Recovery and Resolution framework The CFO is the accountable SMF for recovery and resolution and the related work is managed by the CFO division. They are overseen by the Board Audit Committee and the Board. We review and refresh our recovery plan each year. It sets out the risks, the indicators we use to monitor these risks, and the actions we can take to mitigate a capital, liquidity or combined stress event. We are confident that we have sufficient credible and executable options to respond to a wide variety of stresses, be they market-wide or idiosyncratic, in a timely and effective manner. Recovery indicators are both qualitative and quantitative and are embedded into risk frameworks. We monitor recovery capacity, headroom to recovery triggers and recovery indicators regularly. If necessary, we would invoke recovery early to mitigate the effects of a stress and restore our financial position and balance sheet strength. We submitted our first self-assessment of our resolvability to the PRA in October 2021 and made targeted updates to it in February 2022. On 10 June 2022 we published our first resolvability public disclosure. This concludes that we have put in place capabilities that enable us to meet the Bank of England’s resolution outcomes and that these are sufficiently flexible, so that they can be adapted to the specifics of failure as it unfolds, in order to credibly support the resolution in practice. Our capabilities are underpinned by comprehensive governance, testing and assurance arrangements, which seek to ensure that our resolution readiness is maintained and, where appropriate, enhanced on an ongoing basis. On the same day, the Bank of England published its own assessment of UK major banks’ resolvability arrangements. The Santander UK specific section of the Bank of England’s disclosure confirms that the Bank of England has not identified any material issues in relation to our approach to achieving the three resolution outcomes set out in the Resolvability Assessment Framework. Risk monitoring and reporting (audited) We monitor liquidity risk daily, weekly and monthly. We do this through different committees and levels of management, including ALCO and the BRC. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 98 LIQUIDITY RISK REVIEW Liquidity Coverage Ratio This table shows our LCR at 31 December 2022 and 31 December 2021. RFB DoLSub LCR(1) 2022 2021 £bn £bn Eligible liquidity pool (liquidity value)(2) 46.2 51.3 Net stress outflows (30.4) (30.9) Surplus 15.8 20.4 Eligible liquidity pool as a percentage of anticipated net cash flows 152% 166% (1) The RFB LCR was 157% (2021:168%). (2) The liquidity value is calculated as applying an applicable haircut to the carrying value. LCR eligible liquidity pool This table shows the carrying value of our eligible liquidity pool assets at 31 December 2022 and 31 December 2021. It also shows the weighted average carrying value in the year. RFB DoLSub Carrying value Weighted average carrying value in the year 2022 2021 2022 2021 Level 1 Level 2 Total Level 1 Level 2 Total Total Total £bn £bn £bn £bn £bn £bn £bn £bn Cash and balances at central banks 42.1 — 42.1 45.9 — 45.9 43.5 40.6 Government bonds 2.9 — 2.9 4.2 — 4.2 3.8 7.0 Supranational bonds and multilateral development banks 0.3 — 0.3 0.2 — 0.2 0.1 0.3 Covered bonds 0.1 0.9 1.0 0.8 — 0.8 0.9 1.1 Asset-backed securities — — — — 0.3 0.3 0.1 0.4 Equities — — — — — — — — 45.4 0.9 46.3 51.1 0.3 51.4 48.4 49.4 Currency analysis This table shows the carrying value of our eligible liquidity pool by major currencies at 31 December 2022 and 31 December 2021. The composition of the pool is consistent with the currency profile of our net liquidity outflows. RFB DoLSub US Dollar Euro Sterling Other Total £bn £bn £bn £bn £bn 2022 0.8 1.3 44.2 — 46.3 2021 0.8 0.4 50.2 — 51.4 Net Stable Funding Ratio (NSFR) The NSFR was implemented on 1 January 2022. NSFR RFB DoLSub 2022 135% 2022 compared to 2021 We remain in a strong liquidity position. We hold sufficient liquid resources and have adequate governance and controls in place to manage the liquidity risks arising from our business and strategy. At 31 December 2022, the LCR and NSFR significantly exceeded regulatory requirements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 99 FUNDING RISK MANAGEMENT Funding strategy Our funding strategy continues to be based on maintaining a conservatively structured balance sheet and diverse sources of funding to meet the needs of our business strategy and plans. The CFO Division maintains a funding plan that complies with the LRA and regulatory liquidity and capital requirements. Most of our funding comes from customer deposits. We source the rest 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. We manage funding requirements by targeting a specific Liquidity Coverage Ratio, we ensure maturities are prefunded and capital/Minimum Requirements for Eligible Liabilities (MREl) requirements are prioritised. We also 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 EUR and USD, 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. Over 85% of our total core retail customer liabilities are covered by the Financial Services Compensation Scheme (the FSCS). Behavioural maturities The contractual maturity of our balance sheet assets and liabilities highlights the maturity transformation that underpins the role of banks to lend long term, but to fund themselves mainly with shorter-term liabilities, like customer deposits. We do 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 their contractual maturity. This is especially true of many 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 customer behaviour. We use this data to determine the funds transfer pricing rates at which we reward and charge our business units for sources and uses of funds. We apply this rate until a customer changes to a different product or service offered by us or by one of our competitors. We continue to maintain the quality of our retail, commercial and wholesale deposits. We aim to deepen our customer relationships across all customer segments. We do this to lengthen the contractual and behavioural profile of our liability base. Deposit funding We mainly fund our Retail Banking, Consumer Finance and Corporate & Commercial Banking activities by customer deposits. We fund the rest through wholesale markets. Wholesale funding Composition of wholesale funding 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 capital. For details of our main programmes, see the Funding Information section of our website www.santander.co.uk/uk/about-santander-uk/investor-relations/funding-information. Santander UK plc is our main operating company issuer of senior unsecured debt, structured notes, short-term funding and covered bonds. Our immediate parent Santander UK Group Holdings plc is the issuer of capital and MREL/Total Loss Absorbing Capacity (TLAC) eligible senior unsecured debt. Under CRR II, G-SIBs have been subject to the MREL standard. As part of this, UK resolution entities that are G-SIBs or are part of a G-SIB, including our immediate parent Santander UK Group Holdings plc, are required to meet the MREL minimum requirements, implemented through the Bank of England Statement of Policy on MREL in the UK. From 1 January 2020, the MREL requirement is the higher of (i) two times the Pillar 1 capital requirements and one times their Pillar 2A add- ons; (ii) 6% of CRR leverage exposures or (iii) two times the minimum leverage ratio requirement. The MREL requirements have been fully implemented from 1 January 2022. The Company is subject to internal MREL as it meets the requirements of a material subsidiary of our ultimate parent Banco Santander SA. We also access the wholesale markets through securitisations of certain assets of our operating subsidiaries. We also have access to UK Government funding schemes. Eligible collateral for these schemes includes all collateral that is eligible in the Bank of England’s Discount Window Facility. We ensure that enough collateral is placed and available at the Discount Window. Issuance model and resolution 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 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 is deemed to be failing or likely to fail, it will be put into resolution. The ‘bail in’ tool is applied to the holding company, with the equity being written off and bonds written off or converted into equity as needed 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 but does not guarantee its debts or other obligations. This structure is a Bank of England recommended configuration which aims to ensure the activities of the operating company are not disrupted as the Santander UK group goes through resolution, thereby maintaining continuity of services for customers. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 100 FUNDING RISK REVIEW Reconciliation of wholesale funding to the balance sheet (audited) This table reconciles our wholesale funding to our balance sheet at 31 December 2022 and 31 December 2021. Balance sheet line item Funding analysis Deposits by banks(3) Deposits by customers(1) Repurchase agreements - non trading Financial liabilities designated at fair value Debt securities in issue Subordinated liabilities Other equity instruments(2) 2022 £bn £bn £bn £bn £bn £bn £bn £bn Deposits by banks 0.5 0.5 — — — — — — Certificates of deposit and commercial paper 4.7 — — — — 4.7 — — Senior unsecured – public benchmark 14.3 — 4.6 — — 9.7 — — –privately placed 0.6 — 0.1 — 0.4 0.1 — — Covered bonds 14.9 — — — — 14.9 — — Securitisation and structured issuance 1.0 — — — — 1.0 — — TFSME 25.0 25.0 — — — — — — Subordinated liabilities and equity 3.9 — — — — — 1.9 2.0 Total wholesale funding 64.9 25.5 4.7 — 0.4 30.4 1.9 2.0 Repos 8.0 — — 8.0 — — — — Foreign exchange and hedge accounting 1.6 — 0.1 — — 1.1 0.4 — Other 3.4 3.0 — — 0.4 — — — Balance sheet total 77.9 28.5 4.8 8.0 0.8 31.5 2.3 2.0 2021 Deposits by banks 0.2 0.2 — — — — — — Certificates of deposit and commercial paper 5.1 — — — — 5.1 — — Senior unsecured – public benchmark 12.3 — 5.8 — — 6.5 — –privately placed 0.6 — 0.1 — 0.5 — — — Covered bonds 12.5 — — — — 12.5 — — Securitisation and structured issuance 0.7 — — — — 0.7 — — TFSME 31.9 31.9 — — — — — — Subordinated liabilities and equity 4.1 — — — — — 1.9 2.2 Total wholesale funding 67.4 32.1 5.9 — 0.5 24.8 1.9 2.2 Repos 11.7 — — 11.7 — — — — Foreign exchange and hedge accounting 1.1 — 0.1 — — 0.7 0.3 — Other 2.1 1.8 — — 0.3 — — — Balance sheet total 82.3 33.9 6.0 11.7 0.8 25.5 2.2 2.2 (1)This is included in our balance sheet total of £195,568m (2021: £192,926m). (2)Consists of £nil (2021: £nil ) fixed/floating rate non-cumulative callable preference shares, £0m (2021: £235m) Step-up Callable Perpetual Reserve Capital Instruments and £1,956m (2021: £1,956m) Perpetual Capital Securities. See Notes 44 and 33 to the Consolidated Financial Statements. (3)Other consists of items in the course of transmission and other deposits. See Note 24 to the Consolidated Financial Statements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 101 Maturity profile of wholesale funding (audited) This table shows our main sources of wholesale funding. It does not include securities finance 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. For details of the maturities of financial liabilities and off-balance sheet commitments, see Note 39 to the Consolidated Financial Statements. ≤ 1 month >1 and ≤ 3 months >3 and ≤ 6 months >6 and ≤ 9 months >9 and ≤ 12 months Sub-total ≤ 1 year >1 and ≤ 2 years >2 and ≤ 5 years >5 years Total 2022 £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 0.8 0.7 — 0.6 0.8 2.9 1.6 6.4 1.6 12.5 –privately placed — — — — — — — 0.1 — 0.1 Subordinated liabilities and equity (incl. AT1) — — — — — — 0.5 1.2 1.0 2.7 0.8 0.7 — 0.6 0.8 2.9 2.1 7.7 2.6 15.3 Other Santander UK plc Deposits by banks 0.2 0.3 — — — 0.5 — — — 0.5 Certificates of deposit and commercial paper 1.2 3.2 0.3 — — 4.7 — — — 4.7 Senior unsecured – public benchmark 0.3 — — — — 0.3 0.9 0.3 0.3 1.8 –privately placed — — — — — — 0.1 0.2 0.2 0.5 Covered bonds — 1.0 0.1 0.9 — 2.0 3.4 8.4 1.1 14.9 Securitisation & structured issuance(2) 0.1 — 0.1 — — 0.2 0.1 0.6 0.1 1.0 TFSME — — — — — — — 25.0 — 25.0 Subordinated liabilities — — — — 0.4 0.4 — — 0.8 1.2 1.8 4.5 0.5 0.9 0.4 8.1 4.5 34.5 2.5 49.6 Other group entities Securitisation & structured issuance(3) — — — — — — — — — — Total at 2022 2.6 5.2 0.5 1.5 1.2 11.0 6.6 42.2 5.1 64.9 Of which: –Secured 0.1 1.0 0.2 0.9 — 2.2 3.5 34.0 1.2 40.9 –Unsecured 2.5 4.2 0.3 0.6 1.2 8.8 3.1 8.2 3.9 24.0 2021 Total at 2021 3.1 3.2 2.8 0.2 0.9 10.2 5.9 40.7 10.6 67.4 Of which: –Secured 0.2 — 0.9 0.1 0.9 2.1 2.1 33.7 7.2 45.1 –Unsecured 2.9 3.2 1.9 0.1 — 8.1 3.8 7.0 3.4 22.3 (1)95% of senior unsecured debt issued from Santander UK Group Holdings plc has been downstreamed to Santander UK plc as ‘secondary non-preferential debt’ in line with the guidelines from the Bank of England for Internal MREL. (2)Includes funding from mortgage-backed securitisation vehicles where Santander UK plc is the asset originator. (3)Includes funding from asset-backed securitisation vehicles where entities other than Santander UK plc are the asset originator. 2022 compared to 2021 –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. –Our funding costs improved with maturities refinanced at lower cost. Total wholesale funding decreased in 2022. –We repaid £6.9bn of TFSME, with £25.0bn outstanding at year-end. In 2022, we utilised TFSME drawings to support mortgage lending in H122, but a successful retail funding campaign towards the end of the year and above-planned secured funding meant we were able to repay drawings. We expect similar annual repayments over the next 3 years. –We issued a total of £8.6bn. Maturities in 2022 were £5.3bn. –At 31 December 2022, 83% (2021:85%) of wholesale funding had a maturity of greater than one year, with an overall residual duration of 37 months (2021: 47 months). –Our structural hedge position increased, with an average of £110bn over the last 12 months, and an average duration of c2.5 years. –Our level of encumbrance from external and internal issuance of securitisations and covered bonds decreased again in 2022. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 102 Currency composition of wholesale funds (audited) This table shows our wholesale funding by major currency at 31 December 2022 and 31 December 2021. 2022 2021 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 18 58 24 — 9 59 32 — –privately placed — — — 100 — — — 100 Subordinated liabilities and equity (incl. AT1) 75 25 — — 73 27 — — 27 52 20 1 22 52 25 1 Other Santander UK plc Deposits by banks 29 71 — — 32 68 — — Certificates of deposit and commercial paper 56 42 2 — 45 53 2 — Senior unsecured – public benchmark 18 62 20 — 14 46 40 — –privately placed 95 — 5 — 92 — 6 2 Covered bonds 43 12 45 — 44 8 48 — Securitisation & structured issuance 100 — — — 74 26 — — TFSME 100 — — — 100 — — — Subordinated liabilities 48 52 — — 57 43 — — 74 12 14 — 77 10 13 — Total 63 21 16 — 66 18 15 1 Term issuance (audited) In 31 December 2022, our external term issuance (sterling equivalent) was: Sterling US Dollar Euro Other 2022 2021 £bn £bn £bn £bn £bn £bn Downstreamed from Santander UK Group Holdings plc to Santander UK plc Senior unsecured – public benchmark 1.2 2.1 0.6 — 3.9 2.8 Subordinated debt and equity (inc. AT1) 0.8 — — — 0.8 0.2 2.0 2.1 0.6 — 4.7 3.0 Other Santander UK plc Securitisations and other secured funding 0.6 — — — 0.6 — Covered bonds 1.8 0.8 1.4 — 4.0 — Senior unsecured – public benchmark — — — — — — –privately placed 0.1 — — — 0.1 0.1 TFSME — — — — — 20.2 2.5 0.8 1.4 — 4.7 20.3 Total gross issuances 4.5 2.9 2.0 — 9.4 23.3 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 103 Encumbrance We encumber an asset if we pledge or transfer it as collateral against a liability. This means it is no longer available to secure funding, meet our collateral needs or be sold to reduce funding needs. Being able to pledge or transfer assets as collateral is a key part of a bank’s operations. The main ways we encumber assets are that we: enter into securitisation, covered bonds, and repurchase agreements to access medium and long-term funding; enter into short-term funding transactions (including repurchase agreements and stock borrowing) as part of our liquidity management; pledge collateral as part of participating in payment and settlement systems; and post collateral as part of derivatives activity. We control levels of encumbrance by setting a minimum level of unencumbered assets after we factor in our funding plans, whether we can use our assets for our future collateral needs, the impact of a stress and our current encumbrance level. Assets classified as readily available for encumbrance include cash and securities 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 LRA, but we might use them in a stress. We can create liquidity by using them as collateral for secured funding or through outright sale. This includes excess collateral already in a secured funding structure and collateral pre- positioned at central banks that is available for use in secured funding. All other loans and advances are classified as not readily available for encumbrance, however, they may still be suitable for use in secured funding structures. Encumbrance of customer loans and advances We have issued securitised products to a diverse investor base through our prime mortgage-backed and other asset-backed funding programmes. 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. We also have a covered bond programme, under which we issue securities to investors secured by a pool of residential mortgages. For more on these programmes, see Notes 14 and 26 to the Consolidated Financial Statements. On-balance sheet encumbered and unencumbered assets (audited) Encumbered with counterparties other than central banks Assets positioned at central banks(3) Unencumbered assets not pre- positioned with central banks Covered bonds Securitis- ations Other Total Readily available Other available assets Cannot be encumbered Total Total assets 2022 £m £m £m £m £m £m £m £m £m £m Cash and balances at central banks(1)(2) — 1,330 1,330 893 41,967 — — 42,860 44,190 Financial assets at FVTPL: –Derivative financial instruments — — — — — — — 2,407 2,407 2,407 –Other financial assets at FVTPL — — — — — — — 129 129 129 Financial assets at amortised cost: –Loans and advances to customers 21,304 2,851 56 24,211 68,535 91,761 18,284 16,925 195,505 219,716 –Loans and advances to banks — — 163 163 — — — 829 829 992 –Repurchase agreements – non trading — — — — — — — 7,348 7,348 7,348 –Other financial assets at amortised cost — — 48 48 — 108 — — 108 156 Financial assets at FVOCI — — 4,365 4,365 — 1,659 — — 1,659 6,024 Interests in other entities — — — — — — — 252 252 252 Intangible assets — — — — — — — 1,550 1,550 1,550 Property, plant and equipment — — — — — — 1,513 — 1,513 1,513 Current tax assets — — — — — — — 478 478 478 Retirement benefit assets — — — — — — — 1,050 1,050 1,050 Other assets — — — — — — — (592) (592) (592) Total assets 21,304 2,851 5,962 30,117 69,428 135,495 19,797 30,376 255,096 285,213 2021 Cash and balances at central banks(1)(2) — — 1,580 1,580 918 45,641 — — 46,559 48,139 Financial assets at FVTPL: –Derivative financial instruments — — — — — — — 1,681 1,681 1,681 –Other financial assets at FVTPL — — — — — — — 185 185 185 Financial assets at amortised cost: –Loans and advances to customers 15,713 3,720 100 19,533 80,624 74,890 18,893 16,154 190,561 210,094 –Loans and advances to banks — — 478 478 — — — 691 691 1,169 –Repurchase agreements – non trading — — — — — — — 12,683 12,683 12,683 –Other financial assets at amortised cost — — — — — 506 — — 506 506 Financial assets at FVOCI — — 4,363 4,363 — 1,488 — — 1,488 5,851 Interests in other entities — — — — — — — 201 201 201 Intangible assets — — — — — — — 1,545 1,545 1,545 Property, plant and equipment — — — — — — 1,548 — 1,548 1,548 Current tax assets — — — — — — — 347 347 347 Retirement benefit assets — — — — — — — 1,572 1,572 1,572 Other assets — — — — — — — 1,577 1,577 1,577 Total assets 15,713 3,720 6,521 25,954 81,542 122,525 20,441 36,636 261,144 287,098 (1)Encumbered cash and balances at central banks include minimum cash balances we 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)Comprises pre-positioned assets and encumbered assets. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 104 Capital risk Overview Capital risk is the risk that we do not have an adequate amount or quality of capital to meet our business objectives, regulatory requirements and market expectations. In this section, we set out how we are regulated. We explain how we manage capital on a standalone basis as a subsidiary in the Banco Santander group. We then analyse our capital resources and key capital ratios including our RWAs. Key metrics CET1 capital ratio of 15.4% (2021: 16.1%) Total qualifying regulatory capital of £14.3bn (2021: £14.8bn) THE SCOPE OF OUR CAPITAL ADEQUACY Regulatory supervision For capital purposes, we are subject to prudential supervision by the PRA, as a UK banking group, and by the European Central Bank (ECB) as part of the Banco 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 a guarantee from Banco Santander SA and we operate as a standalone subsidiary. As we are part of the UK sub-group 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. Santander UK plc is the head of the ring-fenced bank sub-group and is subject to regulatory capital and leverage rules in relation to that sub-group. Our basis of consolidation for our capital disclosures is substantially the same as for our Consolidated Financial Statements. CAPITAL RISK MANAGEMENT The Board is responsible for capital management strategy and policy and ensuring that we monitor and control our capital within regulatory and internal limits. We manage our funding and maintain capital adequacy on a standalone basis. We operate within the capital risk framework and appetite approved by our Board. This reflects the environment we operate in, our strategy for each material risk and the potential impact of adverse scenarios or stresses on our capital. Management of capital requirements (audited) 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 expect once in 20 years, the firm should remain profitable and exceed all regulatory capital minimums at all times. –A very severe economic stress, which we expect once in 100 years, and which has been designed to test any specific weaknesses of a firm’s business model, the firm should meet all regulatory capital minimums at all times. This is subject to using regulatory buffers designed to absorb losses in such a stress. Management of capital resources (audited) We use a mix of regulatory and EC 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 process. We base this in part on the relative returns on capital using both EC and regulatory capital measures. We plan for severe stresses and we set out what action we would take if an extremely severe stress threatened our viability and solvency. This could include not paying dividends, selling assets, reducing our business and issuing more capital. Risk measurement We apply Banco Santander’s approach to capital measurement and risk management for CRD IV. 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’s Pillar 3 report. For more on our capital, see our Additional Capital and Risk Management Disclosures on our website aboutsantander.co.uk. Key metrics The main metrics we use to measure capital risk are CET1 capital ratio and total capital ratio. We continue to be in excess of overall capital requirements, minimum leverage requirements and minimum requirements for own funds and eligible liabilities (MREL). Stress testing Each year we create a capital plan, as part of our ICAAP. We share our ICAAP with the PRA. The PRA then tells us how much capital (Pillar 2A), and of what quality, it thinks we should hold on top of our Pillar 1 requirements and buffer levels. We also develop a series of economic scenarios to stress test our capital needs and confirm that we have enough regulatory capital to meet our projected and stressed capital needs and to meet our obligations as they fall due. In 2022, we developed a Climate Internal Scenario Analysis (CISA) to help understand better the potential impact of climate change on our business portfolios and balance sheet. The CISA outputs will form the basis of our 2022 ICAAP for climate risk by helping show if we need to hold more capital for climate risks and help us prioritise our actions for the next five years. We augment our regulatory minimum capital with internal buffers. We hold buffers to ensure we have enough time to take action against unexpected changes. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 105 Risk mitigation We 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, UK laws and regulations. There are no legal restrictions on us moving capital resources promptly, or repaying liabilities, between the Company and its subsidiaries except for distributions between Santander UK entities in the ring- fenced bank sub-group and Santander UK entities that are not members of the ring-fenced bank sub-group, where the PRA is required to assess the impact of proposed distribution prior to payment. For details on our Recovery framework in the event of a capital stress, see 'risk mitigation' in the ‘Liquidity risk’ section. At 31 December 2022, Santander UK plc (RFB), Cater Allen Limited, Santander ISA Managers Limited and certain other non-regulated subsidiaries within the RFB were party to the RFB Sub-Group Capital Support Deed dated 17 December 2021. These parties were permitted by the PRA to form a core UK group, as defined in the PRA Rulebook, a permission which will expire on 31 December 2024. Exposures of each of the regulated entities to other members of the core UK group were exempt from large exposure limits that would otherwise apply. These intra-group exposures were risk-weighted at 0% and excluded from leverage exposure on a solo as well as consolidated basis. The purpose the Deed was 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 RFB Sub-Group in the event that one of the regulated parties breached or was at risk of breaching its capital resources or risk concentrations requirements. For more details, see Note 31. Risk monitoring and reporting We monitor and report regularly against our capital plan. We do this to identify any change in our business performance that might affect our capital. Each 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. CAPITAL RISK REVIEW Meeting evolving capital requirements We target a CET1 management buffer of sufficient size to absorb volatility in CET1 deductions, capital supply and capital demand whilst remaining above the current and expected future regulatory CET1 requirement. Distribution restrictions would be expected to be applied if we were unable to meet both our minimum requirement, which consists of the Pillar 1 minimum plus Pillar 2A, the CRD IV buffers consisting of the Capital Conservation Buffer (CCB), the Countercyclical Capital Buffer (CCyB), and the Other Systemically Important Institutions Buffer (O-SII). Expected future regulatory CET1 requirements are impacted by the projected increase in the UK CCyB to 2% in July 2023. Impact of IFRS 9 on regulatory capital Our ECL methodology takes account of forward-looking data and covers a range of possible economic outcomes, and so provision movements may result in increased pro-cyclicality of risk-based capital and leverage ratios. However, the impact is currently mitigated by our surplus of IRB model regulatory expected losses over provisions for exposures using the IRB approach. For such exposures (which include residential mortgages) the adverse impact on CET1 capital of provision increases from reserve movements is offset by the related reduction of the negative CET1 capital adjustment for regulatory expected loss amounts. Furthermore, the UK CRR transitional rules for the capital impact of IFRS 9 mean that adverse CET1 effects from increases in ECL-based provisions from the level of such provisions at 1 January 2018 are partly reduced until the end of 2024. We reflect projections of ECL provisions in our capital position forecasting under base case and stress scenarios for ICAAP and capital management purposes. We also consider the dynamics of ECL in how we assess and manage capital risk. A period of economic instability, such as that seen in early 2020 due to the impacts of the Covid-19 pandemic, could significantly impact our results and our financial assets. It could also impact the amount of capital we have to hold. We take into account the volatility of ECL in our capital planning strategy. Key capital ratios 2022 2021 % % CET1 capital ratio 15.4 16.1 AT1 2.8 2.9 Grandfathered Tier 1 — 0.2 Tier 2 2.2 2.7 Total capital ratio 20.4 21.9 The total subordination available to Santander UK plc senior unsecured bondholders was 20.4% (2021: 21.9%) of RWAs. Return on assets - profit after tax divided by average total assets was 0.49% (2021: 0.48%). 2022 compared to 2021 The CET1 capital ratio decreased 70bps to 15.4%. This was largely due to regulatory changes that took effect on 1 January 2022, and a special dividend paid in December 2022. The regulatory changes included the reintroduction of the full CET1 software asset deduction, and implementation of new definition of default regulatory guidance. The impact of increased RWAs £71.2bn (£68.1bn) and the special dividend were partially offset by post dividend retained earnings. We remain strongly capitalised with significant headroom to minimum requirements and MDA. Total capital ratio decreased by 150bps to 20.4%, due to the lower CET1 capital ratio as outlined above and the reduction in AT1 and Tier 2 capital securities recognised following the end of the CRR Grandfathering period on 1 January 2022. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 106 Regulatory capital resources (audited) This table shows our qualifying regulatory capital: 2022 2021 £m £m CET1 capital 10,799 10,820 AT1 capital 1,956 2,119 Tier 1 capital 12,755 12,939 Tier 2 capital 1,548 1,816 Total regulatory capital(1) 14,303 14,755 (1)Capital resources include a transitional IFRS 9 benefit at 31 December 2022 of £19m(2021: £21m). 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. The instruments contribution to Tier 1 capital was phased out by CRD IV rules in 2021. The £750m Fixed Rate Reset Perpetual AT1 Capital Securities (net of issuance costs), the £800m Perpetual Capital Securities and the £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 was phased out under CRD IV in 2021. MREL recapitalisation As at the end of 2022, we have down streamed £11.7bn of senior unsecured bonds from Santander UK Group Holdings plc as Internal MREL compliant, secondary non-preferential debt to Santander UK plc. Risk-weighted assets Total Risk-weighted assets at 31 December 2022 were £70.1bn (2021: £67.1bn), which are consistent with our regulatory filings. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 107 Pension risk Overview Pension risk is the risk caused by our statutory contractual or other liabilities with respect to a pension scheme (whether set up 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 some other reason. In this section, we explain how we manage and mitigate pension risk, including our investment and hedging strategies. We also discuss our key metrics and developments in the year. Key metrics Funding Deficit at Risk was £860m (2021: £1,190m) Funded defined benefit pension scheme accounting surplus was £1,050m (2021: £1,572m) OUR KEY PENSION RISKS Sources of risk Pension risk is one of our key financial risks. 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 are not enough to meet its liabilities as they fall due. If this happens, we could have to (or choose to) make extra contributions. We might also need to hold more capital to reflect this risk. The Scheme, risk metrics and regulatory capital can be sensitive to changes in the assumptions of the key risk factors shown below. Key risks Description Interest rate risk The risk that a decrease in (long-term) interest rates causes an increase in the value of the Scheme’s liabilities that are not matched by an increase in the value of its assets. Inflation risk Annual pension increases are directly linked to RPI or CPI. The risk is that an increase in inflation causes an increase in the value of the Scheme’s liabilities that are not matched by an increase in the value of its assets. Longevity risk The Scheme’s liabilities are in respect of current and past employees and are expected to stretch beyond 2080 due to the long-term nature of the obligation. Therefore, the Scheme’s liabilities are also impacted by changes to the life expectancy of Scheme members over time. Investment risk The risk that the return on the Scheme’s assets is insufficient to meet the liabilities. For more on our defined benefit schemes, including sensitivity analysis of our key actuarial assumptions, see Note 30 to the Consolidated Financial Statements. Defined contribution schemes We also have defined contribution schemes for some of our employees. These schemes carry far less market risk for us, although we are still exposed to operational and reputational risks. For more on our defined contribution schemes, see Note 30 to the Consolidated Financial Statements. The impact of our defined benefit schemes on capital We take account of the impact of pension risk on our capital as part of our planning and stress testing process, considering measures such as the impact on CET1 and Pillar 2A, and also where relevant the impact on the related measures such as the leverage ratio. Our defined benefit pension schemes affect capital in two ways: –We treat an IAS 19 deficit as a liability on our balance sheet. We recognise deficit movements in Other Comprehensive Income, so this reduces shareholders’ equity and CET1 capital. We treat an IAS 19 surplus as an asset. This increases shareholders’ equity, but it is deducted in determining CET1 capital. An IAS 19 surplus/deficit is partially offset by a deferred tax liability/asset. These may be recognised for calculating CET1 capital depending on our overall tax position. –The PRA takes pension risk into account in the Pillar 2A capital assessment in the annual ICAAP exercise. Pillar 2A is part of our overall regulatory requirement for CET1 capital, Tier 1 capital and total capital. For more on our regulatory requirements, see the ‘Capital risk’ section. PENSION RISK MANAGEMENT Scheme governance For details of how the Scheme is governed and operates, see Note 30 to the Consolidated Financial Statements. Risk appetite Our risk appetite is a key consideration in all decisions and risk management activities related to the Scheme. Our pension risk appetite is reviewed by our Pensions Committee at least once a year. It is then sent to the Board for approval. We measure pension risk on both a technical provisions (funding) basis and an accounting (IAS 19) basis. We manage pension risk on both the accounting and the funding basis. Both bases are inputs into our capital calculations. Risk measurement Our key risk metrics include: Key risk metrics Description Funding Deficit at Risk We use a VaR and a forward-looking stress testing framework to model the Scheme’s assets and liabilities to show the potential deterioration in the funding position. Required Return This estimates the return required from the Scheme’s assets each year to reach a pre-defined funding target by a fixed date in the future. Pensions Volatility We use a VaR and a forward-looking stress testing framework to model the volatility in the pension-related capital deduction. The Scheme invests in certain assets whose values are not based on market observable data, such as investments in private equity funds and property. See Note 30 to the Consolidated Financial Statements for more details. The risks of these assets are included in the metrics described above. We perform stress tests for regulators, including for ICAAPs and PRA stress tests. For more on our stress testing, see the 'Risk governance' section. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 108 Climate change scenario testing was developed in 2021 and refined in 2022 giving us the capacity to simulate risk exposures over an extended time horizon. The Trustee adopted a target of net zero by 2050. This target is now factored into Trustee decision making. Risk mitigation The key tools we use to maintain the above key risk metrics within appetite are: Key tools Description Investment strategies The Trustee developed the following investment objectives to reflect their main duty to act in the best interests of Scheme beneficiaries: –To maintain a diversified portfolio of assets of appropriate quality, security, liquidity and profitability to generate income and capital growth to meet, with new contributions from members and employers, the cost of current and future benefits that the Scheme provides –To limit the risk that the assets fail to meet the liabilities –To invest in a manner appropriate to the nature and duration of the expected future retirement benefit payments under the Scheme –To minimise the Scheme's long-term costs by maximising asset returns net of fees and expenses whilst reflecting the objectives above. The investment strategy is regularly reviewed, and its impact on Funding Deficit at Risk is considered. Hedging strategies The Trustee employs asset-liability matching arrangements including the use of liability driven investment strategies, and has a hedging strategy to reduce key market risks, mainly interest rate and inflation risk, but also currency risk. We monitor available collateral and liquidity with the objective of ensuring we have sufficient collateral and/or liquidity available to meet any margin calls. Environmental, social and governance (ESG) The Trustee has established a Sustainability Committee which is responsible for overseeing the Scheme’s policies, regulatory obligations and priorities in respect of climate change and wider ESG related matters. We look at the impact on our risk metrics when determining the appropriateness of the investment and hedging strategies. Risk monitoring and reporting We monitor pension risk each month and report on it at Pension Risk Forum, ERCC, Pensions Committee and, where thresholds are exceeded (or likely to be), to the Board Risk Committee and the Board in line with our pension risk appetite. We discuss any remedial action with the Trustee. In addition, we monitor the performance of third parties who support the valuation of the Scheme’s assets and liabilities. PENSION RISK REVIEW 2022 compared to 2021 Asset de-risking continued in 2022 as part of the long-term goal to reduce the risk of the Scheme, in particular with listed equities being sold and investment grade corporate bonds being purchased. In 2022, the Scheme purchased a second annuity policy and entered into a second longevity swap. These covered most pensioners in the Scheme who retired since the first annuity purchase and longevity swap. There was also a significant focus on ensuring sufficient liquidity and collateral levels in the Scheme and securing a positive outcome for the 2022 triennial actuarial valuation with the Trustee. Risk monitoring and measurement Our main focus is to ensure the Scheme achieves the right balance between risk and reward whilst minimising the impact on our capital and financial position. At 31 December 2022, the Funding Deficit at Risk decreased to £860m (2021: £1,190m), mainly due to actions such as interest rate and inflation hedging, and the sale of growth assets, including listed equities, hedge funds and commercial property. The impact from variations in the IAS 19 position on CET1 capital was not significant in 2022. For more on the impact of our defined benefit schemes on capital, see the ‘Capital risk’ section. Accounting position The accounting position deteriorated over 2022. The Scheme sections in surplus had an aggregate surplus of £1,050m at 31 December 2022 (2021: £1,572m) while there were no sections in deficit (2021: none). The overall funded position was a £1,050m surplus (2021: £1,572m surplus). There were also unfunded liabilities of £25mat 31 December 2022 (2021: £37m). The overall deterioration was mainly driven by negative asset returns over the period, partially offset by an increase in the discount rate due to rising gilt yields, and deficit contributions paid into the Scheme. There remains considerable market uncertainty and while the actions above mitigate some of the impact of market movements on yields, our position could change materially over a short period. For more on our pension schemes, including the asset allocation and our accounting assumptions, see Note 30 to the Consolidated Financial Statements. Maturity profile of undiscounted benefit payments The Scheme’s obligation to make benefit payments extends over the long-term. This is expected to stretch beyond 2080. The graph below shows the maturity profile of the undiscounted benefit payments expected to be paid from the Scheme over its life at 31 December 2022: Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 109 Operational risk & resilience Overview Operational risk is the risk of loss or adverse impact due to inadequate or failed internal processes, people and systems, or external events. Operational resilience is the ability to prevent disruption occurring to the extent practicable; adapt systems and processes to continue to provide services and functions in the event of an incident; return to normal running promptly when a disruption is over; and learn and evolve from both incidents and near misses. The combined ‘Operational Risk & Resilience Framework’ reflects the importance of operational resilience and the intrinsically close links between the management of operational risk and the operational resilience of the organisation - Operational Resilience is the outcome of executing sound Operational Risk practices. In this section, we explain how we manage operational risk, with a focus on our top operational risks. These top operational risks may change each year depending on the relative movement in importance among all operational risks. We also describe our operational risk event losses and developments in the year. Key metrics Operational risk losses (over £10,000, and excluding PPI) increased by 160% compared to 2021 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. These events can include product mis- selling, fraud, process failures, system downtime and damage to assets or external events. Our top operational risks are: Key risks Description Cyber We rely extensively on the use of technology to support our customers and to run our business. While technology allows us to develop and improve the way we serve our customers, it is critically important that we protect our customers’ data and provide them with a secure environment in which to deal with us. Failure to protect the data of Santander UK and its customers against theft, damage or destruction from cyber-attacks could cause operational disruption, unauthorised access, loss or misuse of data, breach of regulations, negative customer outcomes, financial loss or reputational damage. The value of the data itself, especially personal details of customers and employees is a focus of cyber criminals along with systems that enable cyber attacks to be monetised. It is therefore critical that we are resilient to cyber-attacks and can quickly recover from them. Data Management We use data in all of our services and products. Data Management risk is where this data does not support the business outcomes, either through incorrect decisions or offerings, due to issues with its data quality. Data quality issues may be caused by technology incidents or processing errors. Fraud Fraud can be committed by first parties (our customers), second parties (people known to our customers or us), third parties (people unknown to our customers or us), and internally by our staff. We are committed to protecting ourselves and our customers from fraud and to mitigating our fraud risk in an ever-evolving external fraud environment. IT As noted in Cyber, technology is vital to our processes and operations, and in providing service to our customers. IT risk arises from any event related to the use of technology supporting business processes, where the event may result in the unavailability or failure of systems or in processing errors that impact our customers or operations. This includes hardware or software failures, or issues caused by change. People People risks include all risks related to employees and third parties working for us, covering resource management, health, safety and wellbeing and employee relations. People risk is a transverse risk as resource capacity, capability, and engagement challenges impact all risk types. As we develop our working practices and adapt to changing circumstances, people impacts and risks continue to be key considerations. Third party We rely extensively on third parties, both within the Banco Santander group and outside of it, for a range of services and goods. These include outsourced services, such as IT infrastructure including increasing use of the Cloud, software development and banking operations. Regulations require us to classify other legal entities in the Banco Santander group as external suppliers, so we manage them as third parties. Many suppliers are also shared across the sector and this could increase risk due to complexity and capacity issues at the third parties. The failure of a supplier may cause operational disruption, breach of data security or regulations, negative customer impact, financial loss or reputational damage. Transformation and Change Change risk arises in any activity that transforms our business strategy, operating environment, or products and services we provide to our customers. Management of change risks is an integral part of our governance and our focus, given the potential for impacts across all areas of non-financial risk. Failure to ensure change is appropriately considered, funded, executed and managed could result in operational disruption, poor customer outcomes, financial loss, reputational damage and may impede our ability to meet regulatory requirements. We are also exposed to tax risk which, even though it is a lower risk for us, is still a high-profile risk and may include legacy items. We adopted the Code of Practice on Taxation for Banks in 2010. For more, see our Taxation Strategy on our website aboutsantander.co.uk. OPERATIONAL RISK MANAGEMENT Risk appetite We set our operational risk appetite at a Santander UK group level and we express it through measures approved by the Board. These include risk statements and metrics set against our main non-financial risk event types. We also set lower level triggers, qualitative parameters and quantitative thresholds across our business. We monitor our risk profile and performance against the risk appetite under several key risk areas, and we have processes to identify, assess, manage and report risks and events. We incorporate Banco Santander group principles and standards, regulatory requirements and best practice, where applicable. Coverage across the seven CRD IV loss event types is comprehensive and aligns to the key risk areas approved by ERCC. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 110 Risk measurement The key components of the operational risk toolset we use to measure and mitigate risk are: Operational risk toolset Description Operational risk and control assessments Our business units identify and assess their operational risks to ensure they manage and control them within our operational risk appetite, and prioritise actions needed. Every area must identify and record their material risks, assess their controls for adequacy and then accept the risk or plan to address any deficiencies. We also use operational risk assessments and risk rating tools as key parts of change risk management. Risk scenario analysis We perform this across business units. It involves a top down assessment of our key operational risks. We update our scenarios each year. The analysis gives us insight into rare but high impact events and allows us to understand potential impacts and address issues. Key indicators Key indicators and their tolerance levels give us an objective view of risk exposure or the strength of a control at any point in time. They also show trends and give us early warning of potential increasing risk exposures. Of primary importance are our business-wide risk appetite indicators which show adherence to our risk appetite statements. Operational risk event and loss management Operational risk events occur when our controls do not operate as we planned and this leads to customer impact, financial loss, regulatory impacts and/or damage to our reputation. 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. Our operational risk loss appetite sets the level of total operational risk loss (expected and unexpected) in any given year (on a 12-month rolling basis) that we consider to be acceptable. We track actual losses against our appetite, and we escalate as needed. Risk based insurance Where appropriate, we use insurance to complement other risk mitigation measures. Risk mitigation We mitigate our key operational risks in the following ways: Key risks Risk mitigation Cyber Protecting our customers, systems and data remains a top priority for us. We operate a layered defence approach which we regularly assess to ensure that it addresses the prevailing threats. We validate our controls using tests designed to replicate real-world cyber-attacks. Our cyber security experts assess our overall cyber security posture and report to management each month, and to ExCo, ERCC, BRC and Board at least twice a year. We assess cyber controls and risks each quarter using Banco Santander's Holistic Cyber Risk Framework. Keeping our systems secure is a bank-wide responsibility and we continue to enhance our staff training to support this. We also have targeted training for Board members, senior management and other employees. We continue to work with other banks through the Cyber Defence Alliance, where we share intelligence on cyber threats and effective strategies to counter them. We campaign to raise awareness and give customers the knowledge they need to avoid becoming victims of cyber attacks. As part of this, we run customer education campaigns, and we offer advice through our online security centre. We also have a cyber insurance policy to give us comprehensive cover to respond and recover losses and damages from security or system failures and any impact of a data breach. Data We continue to monitor and mitigate data risk through enhanced governance structures and processes supported by effective deployment of our risk and control library. We assess Data risk each year as part of the Risk and Control Self-Assessment (RCSA) process and update our risk profile as needed. Our data management programme is a key enabler to ensuring our data is fit for purpose and making improvements to our underlying processes and data governance. We are also embedding Data Marketplace as a holistic system for data management across the bank, ensuring a more robust and comprehensive approach for managing data. Fraud We operate layered security controls combining prevention and detection controls, to mitigate risks. The current fraud environment is incredibly challenging, and as such our current Fraud Transformation programme contains several projects that are designed to reduce the risks to us and our customers. We are committed to taking a more preventative approach to mitigate these risks. To help support customers, over the past five years we have created a series of fraud education and media campaigns, many of which focus on drawing public attention to common frauds, such as purchase scams, investment fraud, and money mules, and how to avoid them. IT We proactively monitor technology platforms and applications through automated alerts to detect events that may impact their performance or availability. We investigate material events to identify the root cause and remedial actions needed. We escalate these events as needed through the Santander Early Escalation Notification (SEEN) Process, and we review them each quarter to identify trends we need to remediate. We assess IT risk each year as part of the RCSA process and update our risk profile as needed. People We monitor people risks through the use of a broad range of operational risk indicators covering capacity, capability, engagement and diversity and inclusion. These are reviewed and refreshed annually to track and monitor all people related measures. We mitigate people risk through adopting various attraction and retention strategies throughout the employee lifecycle, and by delivering a competitive employee value proposition including hybrid working. All significant people-related change initiatives must have Operational Risk Assessments conducted. We also have processes to capture and assess people-related events. Third party We identify and assess the risk profile of each of our third party arrangements before onboarding and throughout the relationship. We also identify and measure key third party risks within our operational risk and control assessments. We capture and assess related events, and use operational risk indicators to measure the third party risk profile of the business. We aim to ensure that our suppliers meet our risk and control standards beginning with on-boarding, throughout our relationship with them, and during off-boarding. Transformation and change Risk management of Transformation and Change is integrated within our project governance framework, known as One Governance, which brings together project planning and prioritisation, cost discipline and risk management of all project portfolios under one unified system environment. Projects are initially subject to rigorous review to ensure that demand funded is prioritised based on what the bank should, needs and wants to do for the benefit of our customers clients, colleagues and franchise, a process which incorporates risk and regulatory considerations. At an individual initiative level, the key risk management requirements are supported by an initial Project Risk Rating (PRR) which considers the risk an initiative poses to us and allows application of risk-based governance. An Executive Risk Summary (ERS) and an Operational Risk Assessment (ORA) are completed for all but very low risk rated projects. Our Change Risk Oversight Group assesses and manages risks at portfolio level. We continue to take a measured approach to executing risk and delivering cost savings, with a focus on prioritisation and capacity management. Risk monitoring and reporting Reporting is a key part of how we manage risk. We can identify exposures through our operational risk and control assessments, risk scenario analysis, key indicators, operational risk assessments and incidents and events. We report exposures for each business unit through regular risk and control forums. These include details of risk exposures and how we plan to mitigate them. We prioritise and highlight events that have a material impact on our customers, reputation or finance by reporting them to key executives and committees. We use The Standardised Approach (TSA) to calculate our Pillar 1 operational risk capital. We use an internal model aligned to the CRD IV advanced measurement approach to validate our Pillar 2 capital needs. Our crisis management framework covers all levels of the business. It sets out possible triggers and how we will manage a crisis, and we test it at least annually. If an event occurs, our business continuity plans help us recover as quickly as possible and we undertake post incident reviews to identify learnings. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 111 OPERATIONAL RISK REVIEW 2022 compared to 2021 Operational risk event losses The table below shows our operational losses in 2022 and 2021 for reportable events with an impact over £10,000, excluding conduct risk events (which we discuss separately in the ‘Conduct and regulatory risk’ section), by CRD IV loss event types. 2022 2021 Value % Volume % Value % Volume % External fraud 27 95 30 89 Clients, products and business practices(1) 77 1 41 2 Business disruption and systems failures (3) — 14 1 Execution, delivery, and process management (1) 4 15 8 100 100 100 100 (1) 2% volume in 2021 was previously categorised as Employment practices and workplace safety The value of our operational risk losses (events over £10,000) increased by 160% in 2022 largely due to the AML penalty and the continued increase in Fraud losses. In line with general industry trends, the value and volumes of losses due to cases of External Fraud increased by 138% and 119% respectively. We continue to enhance our anti-fraud measures to help protect our customers. Additionally, we have observed a rise in the number of events and losses prompted by the increasing level of change, resulting from delivery of regulation, industry developments and the need to further digitalise the business. Cyber risk Information and cyber security remain a top risk and a priority. We experienced no notable data and cyber security incidents in 2022. We continue to see increasing ransomware attacks across all sectors driven by compromises in supply chain tools and we expect this trend to continue. We continue to invest in the right skills and resources to manage data and cyber risk. We also continue to monitor the cyber threat from the conflict in Ukraine. Data risk in 2022, we continued to monitor data management risk through the enhanced governance structures and processes put in place by our Chief Data Officer. Our Data Programme is progressing with clearly defined deliverables that will improve our ability to manage data and enhance our data management capabilities, in line with our approved Data Strategy. Fraud risk Fraud against our customers and the bank remains a top risk and a priority. Fraud levels across UK banks continued to rise in 2022. Social engineering techniques used by fraudsters are a significant threat to customers and outside of the bank’s controls. As such, in line with peers, Authorised Push Payment (APP) fraud is our largest fraud type. We are focused on preventative measures and in response to increasing fraud attacks, we designed new fraud prevention tools to complement our existing prevention and detection systems and controls. We continue to deploy dynamic ‘scam warnings’ in our online banking payment process, enhancing fraud prevention controls for high-risk digital payments, presenting customers with tailored questions and warnings specific to their payment journey. We play an actively collaborate on fraud management with industry partners, through UK Finance and Stop Scams UK. In 2022, we continued our customer awareness campaigns on the most common frauds and scams. IT risk The importance of IT continued to be reiterated by some outages to customer services in 2022 and we continue progressing a wide programme to address the root causes and further reduce key risks within our IT estate. The programme is expected to deliver risk reduction over a three year horizon and progress is closely monitored though our risk governance. People risk This risk continues to be compounded by changes in operating models and the execution of our strategies. We continue to adapt and respond to these risks; in particular, the people risks associated with the phased relocation of our Head Office to Unity Place in Milton Keynes, which are under close monitoring and management. 2022 saw lower wellbeing-related absence but, in line with our peers, we continue to see raised attrition levels reflecting a more buoyant job market. Potential impacts on productivity are supported with our wellbeing and inclusion strategy, centred on helping colleagues through change. As appropriate, we advocate hybrid working to encourage colleagues to return to offices, and are providing support as external economic factors impact some colleagues. Third party risk We continue to rely extensively on third parties, both within the Banco Santander group and outside of it, for a range of goods and services. In 2022, we continued to evolve our processes. This included implementing a new Third Party Risk Management process and amending contracts with suppliers. Transformation and change The way in which we operate, the technology we rely on, and how we interact with our customers and stakeholders is constantly evolving, and consequently, our ability as an organization to meet this change is a key priority. In 2022, we continued our transformation to simplify the bank, digitise processes and customer journeys, reduce cost, extend internal capabilities and ensure a resilient operating model. This included reducing our property footprint and significant delivery against a diverse transformation agenda with specific focus on a migration to the cloud, further digitalisation and managing obsolescence. Ensuring change does not result in unacceptable impacts on our risk profile underpins our strategic decisions and is robustly managed. Operational Resilience We have committed that, by 2025, we will address the vulnerabilities identified in the first operational resilience self-assessment approved by the Board and submitted to our regulators in March 2022. Achieving this will enhance our resilience, i.e. the ability of Santander UK to recover its Important Business Services (IBS) within Impact Tolerance levels to avoid intolerable harm to customers, the firm, or the market, with focus on vulnerable customers. In 2022, we focused on enhancing and testing our firm-wide recovery strategies and readiness to respond to a range of potential external events. Our operational resilience programme was subject to independent external review in January 2022 and received a satisfactory rating from Internal Audit in July 2022. A programme is in progress to remediate identified asset vulnerabilities which could directly affect our ability to recover our IBS within Impact Tolerances in the event of an outage. We have introduced resilience assessments across technology, data, people, third parties, and premises, which enhance our ability to monitor, oversee and action issues. Input to these assessments include scenario test outputs, post incident reviews, metrics, RCSAs, and event data. The Board continues to be actively engaged in the operational resilience journey and in March 2023 are to approve our annual operational resilience self-assessment. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 112 Conduct and regulatory risk Overview We manage conduct and non-financial regulatory risk types in one framework to reflect their similarities. Conduct risk is the risk that our decisions and behaviours lead to detriment or poor outcomes for our customers. It also refers to the risk that we fail to maintain high standards of market behaviour and integrity. Regulatory risk is the risk of financial or reputational loss, or imposition of or conditions on regulatory permission, as a result of failing to comply with applicable codes, regulator’s rules, guidance and regulatory expectations. In this section, we explain how we manage conduct and regulatory risk. We also describe our main conduct and regulatory provisions. Key metrics Customer remediation provision was £90m (2021: £44m) Litigation and other regulatory provision was £136m (2021: £166m) OUR KEY CONDUCT AND REGULATORY RISKS Our purpose is to help customers and businesses prosper. To achieve this, we are committed to ensuring conduct strategy is embedded in our business, good outcomes for our customers is at the heart of what we do and that our proposition and initiative approval process, and systems, operation and controls are well designed and operating effectively. We see our key exposure to conduct and regulatory risk through the risk of errors in our product design, sales practices, post- sale servicing, operational processes, complaint handling, and the failure to supervise, monitor or control the activities of our employees. All of these may result in the risk that we do not meet our customers’ needs, align to the expectations of our regulators, deliver the expected outcomes or observe required standards of market behaviour. Our Conduct and Regulatory Framework is built on the following risks: Key risks Description Regulatory The risk that we fail to adhere to laws, regulations and codes which could have serious financial, reputational and customer impacts, including the risk that we may be adversely impacted by changes and uncertainty around UK and international regulations. We categorise regulatory risk into financial and non-financial risk aligned to our main regulators - the PRA and FCA - and other UK regulators and authorities. As part of the Banco Santander group, we are also impacted indirectly through regulation by the Banco de España (the Bank of Spain) and by the ECB through the SSM. We also fall within the scope of US regulation. Product The risk that we offer products and services that do not result in good outcomes for our customers. Sales The risk that we sell products and services without giving customers enough information to make an informed decision, that we do not provide appropriate advice, or that we fail to take account of customer vulnerability. After-sale and servicing The risk that failures of our operations, processes, IT or controls result in poor customer outcomes. This includes the risks that we do not give appropriate after-sale communications to customers, make it difficult for customers to contact us, or that we fail to take account of customer vulnerability. It also includes the risk that our systems and controls do not prevent or detect fraud. Culture The risk that we do not maintain a culture that encourages appropriate behaviours and puts the customer at the 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. Controls The risk that we do not supervise our employees effectively or that our systems and controls do not prevent or detect misconduct. CONDUCT AND REGULATORY RISK MANAGEMENT Risk appetite We aim to comply with all regulatory requirements, and we have no appetite to make decisions or operate in a way that leads to poor customer outcomes or which negatively impacts the market. Our Board approves our risk appetite each year, or more often if needed, and we cascade it to our business units through our risk framework and policies. We also agree lower level risk tolerance thresholds at least annually. Risk measurement Due to the links between our conduct, regulatory and operational risk frameworks, our tools to identify, assess, manage and report operational risks also apply where exposures have a conduct or regulatory risk impact. We support our conduct and regulatory risk framework and policies with tools that aim to identify and assess new and emerging conduct risks. These include: Key tools Description Strategy and business planning We align our overall corporate strategy, financial plans, risk appetite and operational capabilities through our annual process to set our strategy. We derive our business unit plans from our corporate strategy and they contain a view of conduct and regulatory risk. Quality assurance We subject sales and processes to internal quality assurance and, as needed, external monitoring. Operational risk and control assessments Our business and business support units assess our operational risks, systems and controls to give us a consolidated risk view across all our business areas. We complete the assessments through a central tool to evaluate and manage our residual risk exposures. Scenario testing and horizon scanning We consider conduct and regulatory risk in our scenario testing and review possible root causes and assumptions to determine the likelihood and impact, with actions to enhance our controls where required. Conduct risk reporting We use dashboards to give us a view of conduct risks across our business and manage conduct risk in line with our risk appetite. Compliance monitoring We carry out an annual conduct and regulatory risk assurance programme approved by the Board and tracked throughout the year. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 113 Risk mitigation Our conduct and regulatory risk framework and policies set out the principles, standards, roles and responsibilities and governance for conduct and regulatory risk, such as: Policies Description Product approval Our product approval process aims to minimise our conduct, regulatory or reputational risks in the design, marketing, sales and servicing of products and services. We assess our products and services within a formal framework to ensure they meet the needs and expectations of our customers, are within our risk appetite and agreed metrics, and to ensure processes and controls are in place. Suitable advice and information for customers We give guidance to advisers and staff on the key principles, requirements and ethical behaviours they must follow. This ensures our customers are sufficiently informed when they consider or make a buying decision. Training and competence We train our staff and require them to maintain a suitable level of competence to ensure customers can achieve appropriate outcomes. We invest in all our people to ensure that we achieve our mandatory risk objectives and that everyone acknowledges their personal responsibility to manage risk. We place focus on ensuring our colleagues are trained to recognise and support customers who may be vulnerable, or who may be experiencing financial stress, financial difficulty or financial abuse. We also have a dedicated Specialist Support Team that offers guidance to colleagues helping customers who may need more tailored solutions. Fair treatment of vulnerable customers Some customers may be impacted financially or personally as a result of their circumstances. Our Vulnerable Customer Policy gives business units a clear and consistent view of what vulnerability can mean and situations when customers may need more support. Our guidelines focus on identifying characteristics of vulnerability, understanding customer needs and the support and flexibility we can give to help. In addition to mandatory training, we train our customer-facing staff using real customer scenarios to enable our colleagues to deal with a wide range of sensitive issues. Our online Vulnerable Customer Support Tool gives our people more guidance and support, and our Specialist Support Team provides guidance for the most complex situations. We also consider vulnerability in every initiative, and adapt our technology to the needs of customers with vulnerability characteristics in our design and testing stages. We work with charities, authorities, trade associations and other specialists to develop our understanding of vulnerability. Risk monitoring and reporting We consider conduct and regulatory risk in all our business decisions. Our material conduct and regulatory risk exposures are subject to, and reported against, our conduct and regulatory risk appetite statement, as well as lower level triggers and thresholds for action. We monitor the position to ensure we provide appropriate outcomes and meet regulatory expectations. We have specific fora and committees such as our Conduct and Compliance Forum, and business specific risk management fora to make decisions on conduct and regulatory risks and we report to the ERCC and BRBC. Our risk and control fora support management to control risks in their business units. Reporting includes conduct risk dashboards, with metrics across common areas. These include policy breaches logged, quality assurance and complaints, and commentary on trends and root causes to enable us to take effective action. CONDUCT AND REGULATORY RISK REVIEW 2022 compared to 2021 To fully consider customer and conduct impacts across our business, we maintain a strong focus on robust oversight and control of the customer journey across all our products and services. In 2022, we continued to build on our progress and remain vigilant in taking a customer-focused approach in developing strategy, products, services and policies that support fair customer outcomes and market integrity, in particular in the context of regulator and government driven initiatives. As part of this, we: –Assessed the views and new policy areas in the FCA’s 2022/23 Business Plan. The key focus is on three main areas: reducing and preventing serious consumer harm; setting and testing higher standards; and promoting competition and positive change. We continue to consider and address these in our controls, product and service processes and frameworks, and we continue to adapt in line with the evolution of a digital economy. –Delivered change to meet the evolving regulatory landscape, including changes brought about by the PSR: Confirmation of Payee Phase 2, Open Banking and PSD2, and the FCA consumer protection agenda. –Following the implementation of the Contingent Reimbursement Model, a voluntary code to deal with authorised push payment (APP) fraud, we continue to engage with the industry and authorities, giving input and support to further develop the code's framework. We also considered the latest PSR proposals to give greater protection for consumers against APP scams. –Further evolved our Financial Support team and SME support, with more investment in people and IT to ensure we continue to drive fair outcomes and can provide tailored support, whilst managing the anticipated increased inflow of customers affected by the rising cost of living. This included reviewing related FCA and LSB publications. –Proactively contacted over 2 million customers who may be experiencing early signs of financial stress, to support them and try to help avoid longer term financial difficulty. We refer customers to internal and external sources of support and have ongoing customer engagement and support plans. –Continued focus on financial support for our business customers as Pay As You Grow options have been exhausted for many BBLS customers and 3 year CBILS overdrafts are reaching maturity. –Successfully transitioned to alternate reference rates for the vast majority of LIBOR agreements. Our focus remains on transitioning a small group of customers whose agreements still reference either synthetic Sterling LIBOR or USD LIBOR. We continue to contribute to FCA consultation papers on both. –Continued to actively participate in schemes to ensure the long term future of access to cash, including supporting the set up of shared banking hubs and wider engagement with LINK and industry partners. –Continued our Consumer Duty implementation programme remaining focused on ensuring that our product and services, communications, and control frameworks are enhanced to continue to support good customer outcomes. Like all UK banks, we continue to see a demanding regulatory agenda focused on consumer outcomes and customer vulnerability, including Consumer Duty, and continue to evaluate the evolving regulatory environment, particularly in light of the FSM Bill, and the government's Edinburgh Reforms. Conduct risks will likely continue to rise in the near and medium-term, as banks deal with increasing numbers of personal and business borrowers who are impacted by the rising cost of living. When implementing change, we focus on ensuring that our strategy, leadership, governance arrangements, and approach to managing and rewarding staff does not lead to a detrimental impact on our customers, competition, or to market integrity. We also remain committed to protecting the personal data we collect and use, and respecting the data protection rights of our customers, our people and others associated with us. For an update on key movements in our financial crime risk profile, see the 'Financial crime risk review' section. Accounting position For more on our provisions, see Note 29 to the Consolidated Financial Statements. For more on our contingent liabilities, see Note 31 to the Consolidated Financial Statements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 114 Financial crime risk Overview Financial crime risk is the risk that we are used to further financial crime, including money laundering, sanctions evasion, terrorist financing, facilitation of tax evasion, bribery and corruption. In this section, we describe our key financial crime risks and explain how we manage and mitigate financial crime risk. We also describe developments in the year. FINANCIAL CRIME RISK OUR KEY FINANCIAL CRIME RISKS We recognise that financial crime and associated illegal activity damages the customers and communities we serve. Criminals use the financial system to launder the profits of illegal activity such as human trafficking and to fund terrorism. Financial crime is therefore a high priority risk for us and we remain committed in our efforts to counter it by maintaining the highest ethical standards and conducting business in accordance with regulatory and legal requirements. We have adopted a bank wide anti-financial crime strategy (AFC) that sets out the principles of ‘Deter, Detect and Disrupt’ and invested in training our colleagues in how to identify and prevent financial crime. We believe that having a comprehensive and effective financial crime risk management framework is a business imperative and a positive investment that protects us from legal, regulatory and reputational risks. This includes implementing policies, procedures, and maintaining effective systems and controls to prevent and detect financial crime. We may be adversely affected if we fail to effectively mitigate the risk that third parties or our employees facilitate, or that our products and services are used to facilitate financial crime. We adopt a risk-based approach in line with UK and international laws and standards, and we work with government, law enforcement and the private sector to help meet our commitments and to inform our AFC strategy. Our key financial crime risks are: Key risks Description Money laundering We are used by criminals to transform the proceeds of crime into seemingly legitimate money or other assets. Terrorist financing We are used by terrorists to deposit, distribute or collect funds that are used to fund their activity. Sanctions We do not identify payments, customers or entities that are subject to economic or financial sanctions. Bribery and corruption We fail to put in place effective controls to prevent or detect bribery and corruption. Facilitation of tax evasion We fail to put in place effective systems and controls to prevent the facilitation of tax evasion. FINANCIAL CRIME RISK MANAGEMENT Risk appetite Financial crime risk appetite is the level of financial crime risk we are prepared to accept in carrying out our activities. This is approved at Board level and shared across the business, with limits specified to control exposures and activities that have material risk implications for us and the communities we are part of. Our customers and shareholders will be impacted if we do not mitigate the risk that we are being used to facilitate financial crime. We seek to comply with applicable UK and international sanctions laws and other regulations and make sure our risk appetite adapts to external events. We have minimal tolerance for residual financial crime risk, bribery and corruption risk, facilitation of tax evasion risk and zero tolerance for non-compliance with sanctions laws and regulations. We require employees and third parties acting on our behalf to act with integrity, due diligence and care. We have no appetite for non-compliance with financial crime laws or regulations by employees or persons acting for or on our behalf. Risk measurement We measure our exposure to financial crime risk regularly. Our AFC strategy and frameworks set the strategic direction for risk management by defining standards, objectives and responsibilities for all areas of the business. It supports senior management in effective risk management and developing a strong risk culture. We screen and risk rate all our customers and monitor activity to identify potential suspicious behaviour. We complete ad-hoc reviews based on key trigger events. Our Financial Intelligence Unit assesses specific types of threat, drawing on data from law enforcement and public authorities. Risk mitigation We take a proactive approach to mitigating financial crime risk. Our financial crime risk frameworks are supported by policies and standards which explain the requirements for mitigating money laundering, terrorist financing, sanctions compliance risks, bribery and corruption, and facilitation of tax evasion risks. We update these regularly to ensure they reflect new requirements and industry best practice. We support our colleagues to make sure they can make the right decisions at the right time. We raise awareness and provide role-specific training to build knowledge of emerging risks. Key elements of our financial crime risk mitigation approach are that we: –Undertake customer due diligence measures for new and existing customers, which include understanding their activities and banking needs –Conduct risk assessments of customers, products, businesses, sectors and geographic risks to tailor our mitigation efforts –Ensure all our staff complete mandatory financial crime training and, where required, role-based specialist training –Deploy new systems to better capture, analyse and act on data to mitigate financial crime risks –Partner with public authorities, the Home Office and the wider financial services industry to pool expertise and data. We are also involved in partnerships such as the Joint Money Laundering Intelligence Taskforce (JMLIT) which supports public-private collaboration to tackle financial crime. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 115 Risk monitoring and reporting We use key risk indicators to monitor our exposure to financial crime risks, and we report all issues in a timely manner. We work closely with subject matter experts across the business on all risk management and monitoring activities alongside more effective communication of policy changes. Regulators around the world continue to emphasise the importance of effective risk culture, personal accountability and the adoption and enforcement of risk-based requirements and adequate internal reporting processes and procedures. We continue to develop and enhance our financial crime operating and governance model to ensure that our control environment evolves at pace, keeping up with new or amended laws, regulations or industry guidance. We adhere to a strong governance and reporting schedule to our ERCC and Financial Crime Committee, including analysis of the risks on the horizon, key risk indicators and a directional indication of the risk profile. Throughout 2022, management continued to update the risk committees on management and mitigation of financial crime risks including our activities to understand and address emerging challenges. We enhanced our financial crime risk indicators for effective risk reporting to senior management. We also regularly report to the Board Risk Committee on financial crime risk, the impact on the business and the actions we are taking to mitigate the risk. FINANCIAL CRIME RISK REVIEW 2022 compared to 2021 Protecting the communities we serve from the social and economic impacts of financial crime remains a top priority for Santander. The financial crime landscape continues to be complex, with evolving regulatory and legal requirements, geo-political factors and changing criminal methods influencing the risks we face. Changes to UK and global sanctions regimes in 2022, most notably those arising from the global response to the conflict in Ukraine, added significant complexity and operational demand upon our financial crime controls in a compressed period. This complexity is anticipated to continue in 2023 and we continue to monitor external developments and respond to their impacts on our financial crime controls, and have increased our resources to do so. FCA settlement on historical Business Banking AML controls In December 2022, the FCA concluded an investigation in relation to anti-money laundering controls in our Business Banking division in the period 31 December 2012 to 18 October 2017 following the payment of a £108m financial penalty. The FCA’s investigation focused on the identification, assessment and management of higher risk customers in our Business Banking division, including Money Services Businesses. It has now concluded, and no further action is anticipated by the FCA or any other authority in respect of this matter. Santander UK takes its responsibilities regarding financial crime extremely seriously. For more, see Note 31. The Banco Santander group, including Santander UK, is fully committed to the fight against financial crime and will continue to meet all applicable financial crime regulations and legislation internationally and ensure effectiveness in our control environment. Financial Crime Transformation Programme Senior management and the Board engagement in the management of financial crime risk remains high, proportionate with one of our top risks. We continue to enhance our financial crime risk management capabilities across data, systems and subject matter expertise through our multiyear financial crime transformation and remediation programme. Continued areas of focus during 2022 includes; –Ongoing training of colleagues in identifying, assessing, managing and reporting financial crime. Uplifting specialist role competencies through our Economic Crime Academy (ECA), enhancing the skill sets, knowledge and qualifications of key staff. –Remediated data gaps in our customer records through back door remediation o help us manage financial crime risks. –Maturing our Financial Crime Centre of Excellence to increase integration of financial crime risk management operations across our organisation. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 116 Other key risks Overview In this section, we describe how we manage our other key risks and discuss developments in the year. Our other key risks are: –Model risk: the risk that the prediction of our models may be inaccurate, causing us to make sub-optimal decisions, or that a model may be used inappropriately. –Legal risk: the risk of loss arising from legal deficiencies in contracts; failure 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. –Strategic and business risk: the risk of significant loss or underperformance against planned objectives; damage arising from strategic decisions or their poor implementation that impact the long- term interests of our key stakeholders, or from an inability to adapt to external developments. –Reputational risk: the risk of damage to the way our reputation and brand are perceived by the public, clients, government, colleagues, investors, or any other interested party. MODEL RISK Generally, we consider a model to be a repeatable method that relies on assumptions to produce estimates of uncertain outcomes. Our key model risks arise from weaknesses and limitations in our models, or the incorrect use of a model. They include risks stemming from model data, systems, development, performance and governance. The most material models we use help us calculate our regulatory capital and credit losses, and perform stress tests. Model risk management Description Risk appetite We express our model risk appetite through risk assessments of our material models. The Board is asked to agree this at least annually. Risk measurement We consider the percentage of models that have been independently assessed and the outcome of those reviews in measuring model risk. All models have assumptions and in general the more limitations those assumptions have, the higher the uncertainty and model risk. Risk mitigation We mitigate model risk through controls over how we use models throughout their life. We maintain a central model inventory that includes data on owners, uses and model limitations. We assess how important each model is to our business, and we track and resolve actions from independent reviews. We also maintain a clear approval path for new models and changes to existing models. Risk monitoring and reporting We report model risks and issues using management and control forums. We escalate issues when needed, or if our risk appetite is breached or showing adverse trends that could lead to future issues. 2022 compared to 2021 We maintain a risk-based approach to management and control, focusing on model monitoring and independent model reviews on our more material models, such as those for credit losses or those with specifically defined regulatory standards. We remain focused on all our models given the recent changes in economic factors, with a particular focus on inflation and Bank Rate. In 2022, we significantly developed our regulatory models, focusing on capital adequacy, to comply with new regulatory technical standards for banks. We expect this trend to continue over the next two years in line with supervisory expectations. We also developed new models for ECL reporting, with a focus on residential mortgages and commercial lending. The new models are designed to improve the overall control environment and accuracy of our risk measurement. They will also enable us to eliminate some long-standing Judgemental Adjustments required due to limitations in prior models. Changes to models due to the cessation of LIBOR were completed. All model updates were governed in line with the complexity of change and the materiality of underlying models. We also focused on the models we used to support the BoE climate change stress test. These were new types of models with much longer forecast horizons. We expect work to continue in this area in the coming years. We updated our toolsets to help manage and control model risk, implementing a tool that supports the end-to-end model risk lifecycle. The tool provides a register for all models and their uses, automated reporting and governance workflow. The tool also has full traceability. LEGAL RISK Legal risk includes the legal consequences of operational risk, such as breach of contract, and operational risk with legal origins, such as a legally defective contract. We manage legal risk as a standalone risk type to reflect the continued pace and breadth of regulatory change across financial services. Risk management Description Risk appetite We aim to make decisions and operate in a way that does not lead to legal risk. We have a low tolerance for residual legal risk. Risk measurement Due to the close links between our legal and operational risk frameworks, our tools to identify, assess, manage and report operational risks also apply where such exposures have a legal risk impact. Risk mitigation The Legal teams provide specialist advice and support to all business units to ensure we effectively manage legal risk. They help to implement a strong legal risk culture and decide whether legal advice should be sourced internally or externally. Risk monitoring and reporting Our internal legal risk reporting framework gives visibility of the Santander UK-wide legal risk profile. We provide regular updates of our key legal risks, issues or breaches, to senior management and the Board through our Legal & Corporate Governance Division. 2022 compared to 2021 Our legal risk profile remained heightened but broadly stable in 2022, reflecting the high number and value of legal risks that we continue to manage. We continued to evaluate the evolving legal and regulatory environment, particularly in light of the Financial Services and Markets Bill and other changes set out in the Government’s Edinburgh Reforms and the implications of the FCA’s new Consumer Duty. We continued to align our outsourcing and material contracts to ensure EBA Outsourcing compliance, PRA/FCA requirements on operational resiliency and continuity, and Schrems II. We focused on the mitigation of legal and reputational risk relating to the FCA enforcement investigation into historical anti-money laundering systems and controls in our Business Banking division which concluded in December 2022. While litigated PPI claim volumes stabilised, there remains on-going large scale complex PPI related litigation brought by AXA, and a German criminal and tax investigation relating to historical dividend tax arbitrage transactions. We continue to manage our legal risk in relation to thematic Court actions and FOS complaints related to fraud, mortgages and commissions. In January 2023, the Legal risk framework was retired following a structural change when the Legal function moved to the CFO Division, as described in 'How we define risk' in 'Risk Framework' in the 'Risk governance' section. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 117 STRATEGIC AND BUSINESS RISK Strategic and business risk could impact our long-term success if it caused our business model to become out of date, ineffective, or inconsistent with our goals. This could arise if we fail to identify threats arising from the economy, regulation, competitors and/or changes in technology and customer expectations. It could also arise if we misjudge our capabilities, or ability to implement our strategy, or pursue initiatives that do not fit with our business model or miss opportunities we could benefit from. Risk management Description Risk appetite We have a low to moderate appetite for strategic and business 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 risks in our operations and plans to ensure we stay within risk appetite. Risk mitigation We manage strategic and business risk by having a clear and consistent strategy that takes account of external factors and our own capabilities. We have an effective planning process which ensures we adapt our strategy to reflect changes in key risks and opportunities. Risk monitoring and reporting We closely track our business environment, including long-term trends that might affect us in the future. As part of this, we report a range of indicators. 2022 compared to 2021 Our business environment is always changing, and this affects how we do business. The post Covid-19 economic recovery was unexpectedly halted by the conflict in Ukraine bringing in geo-political uncertainties and exacerbating the cost of living crisis. We prudently managed our balance sheet in an increasing interest rate environment and are simplifying our operating model to offset pressures of the deteriorating macro environment. Mortgage volumes dropped post mini-budget and mortgage prices increased given increasing interest rates. We proactively reached out to our mortgage customers and gave them financial support where needed. We helped our customers manage their finances in a rising inflation environment by providing them with budget planning and management tools, as well as tips to cut spending. We will continue to work with all our customers through these difficult times and provide them targeted and practical support that they need. We continue to face a demanding regulatory agenda and in July 2022, the FCA published the new Consumer Duty rules, which we are on track to deliver. Climate change is a key part of our business decisions. In 2022, we complied with all climate change related regulation including engaging in the BoE's CBES. As part of the Banco Santander group, we have also set ourselves Green Finance targets until 2025. Competitive pressures continued in 2022, mainly from established players. We remained competitive by launching new products such as a market leading e-Saver account, fixed rate ISA products and the Edge current account for our retail customers, and helping our business customers grow through the Santander Navigator and SME Toolkit. We also improved our digital capabilities through enhanced mobile app features like My Money Manager and Santander Boosts. We will continue to invest in our technology to provide a high-quality customer experience. Overall, we remain focused on supporting customer needs, improving efficiency, and building a responsible and sustainable business, while continuing to progress with our agenda to tackle climate change. This will enable us to meet the changing needs of our customers and deliver improved returns over the long-term. REPUTATIONAL RISK Reputational risks can arise from internal and external factors. We seek to manage our reputation proactively, underpinned by our aim to be a responsible bank, and through our reputational risk framework. 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. Risk management Description Risk appetite We have a low appetite for reputational risk, which is agreed by the Board at least each year. Risk measurement We assess our exposure to reputational risk daily. We base this on expert judgement and analysis of social, print, and broadcast media, and the views of political and market commentators. We also commission independent third parties to analyse our activities and those of our UK peers to identify reputational events, a decline in our reputation, and sector or thematic issues that impact our business. We also measure the perception of Santander UK by key stakeholders through regular interactions and review staff sentiment each year. Risk mitigation Our business units consider reputational risk as part of their operational risk and control assessments. We also consider it as part of our new product reviews. Our Corporate Communications and Responsible Banking, Legal and Regulatory Affairs and Marketing team helps business units to mitigate the risk and agree action plans as needed, as part of their role to protect our brand and reputation. Risk monitoring and reporting We monitor and report reputational risks and issues on a timely basis. Our Reputational Risk Forum reviews and escalates key issues to ERCC, RBC and the Board. We also report regularly to ExCo on Sustainability and Responsible Banking, and Public Affairs policies. Our Reputational and ESCC risk policies define how we create long-term value while managing those risks. Our ESCC policy covers Oil & Gas, Power Generation & Transmission, Mining & Metals and Soft Commodities. For example, financing is prohibited for project-related financing for new CFPP projects worldwide and we will only work with new clients with CFPPs to provide specific financing for renewable energy projects. 2022 compared to 2021 In 2022, our key reputational risks arose from the economic slowdown and the cost of living crisis. To manage this, we regularly and proactively shared information with key external stakeholders on the actions we took to support customers, colleagues and communities. Particular areas of external focus included our support for customers facing financial difficulties and increasing mortgage payments. We also worked to explain how our processes and controls have changed and improved since the period related to the FCA penalty for historical shortcomings in our AML controls, settled in December 2022. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 118 Financial statements Contents Audit report 120 Primary financial statements 129 Consolidated Income Statement 129 Consolidated Statement of Comprehensive Income 130 Consolidated Balance Sheet 131 Consolidated Cash Flow Statement 132 Consolidated Statement of Changes in Equity 133 Company Balance Sheet 134 Company Cash Flow Statements 135 Company Statement of Changes in Equity 136 Notes to the financial statements 137 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 119 Independent auditors’ report to the members of Santander UK plc Report on the audit of the financial statements Opinion In our opinion, Santander UK plc’s group financial statements and company financial statements (the “financial statements”): –give a true and fair view of the state of the group’s and of the company’s affairs as at 31 December 2022 and of the group’s profit and the group’s and company’s cash flows for the year then ended; –have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; and –have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Company Balance Sheets as at 31 December 2022; the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Cash Flow Statements and the Consolidated and Company Statements of Changes in Equity for the year then ended; and the notes to the financial statements, which include a description of the material accounting policies. Our opinion is consistent with our reporting to the Board Audit Committee. Separate opinion in relation to IFRSs as issued by the IASB As explained in note 1 to the financial statements, the group and company, in addition to applying UK-adopted international accounting standards, have also applied international financial reporting standards (IFRSs) as issued by the International Accounting Standards Board (IASB). In our opinion, the group and company financial statements have been properly prepared in accordance with IFRSs as issued by the IASB. Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We remained independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. To the best of our knowledge and belief, we declare that non-audit services prohibited by the FRC’s Ethical Standard were not provided. Other than those disclosed in note 7 to the financial statements, we have provided no non-audit services to the company or its controlled undertakings in the period under audit. Our audit approach Context This is the first year that it has been my responsibility to form this opinion on behalf of PricewaterhouseCoopers LLP ("PwC"), who you first appointed on 31 March 2016 in relation to that year’s audit. In addition to forming this opinion, in this report we have also provided information on how we approached the audit, how it changed from the previous year and details of the significant discussions that we had with the Board Audit Committee. We approached our audit by considering what would be considered to be material to the users of the financial statements. Overview Audit scope –The scope of our audit and the nature, timing and extent of audit procedures performed were determined by our risk assessment, the financial significance of components and other qualitative factors (including history of misstatement through fraud or error). –We performed audit procedures over components considered to be financially significant in the context of the group (full scope audit) or in the context of individual primary statement account balances (audit of specific account balances). –Our audit plan was discussed with the Board Audit Committee in June 2022 and updates were provided at later stages of the audit. We executed the planned approach and concluded based on the results of our testing ensuring that sufficient audit evidence had been obtained to support our opinion. We discussed our approach and the results of our audit with the Board Audit Committee. We also discussed the key audit matters at the conclusion of the audit. Key audit matters –Expected credit loss allowance for loans and advances to customers (group and parent) –Valuation of defined benefit pension surplus (group and parent) –Impairment assessment of goodwill (group and parent) –Legal and regulatory matters (group and parent) Materiality –Overall group materiality: £100 million (2021: £59 million) based on 5% of adjusted profit before tax (2021: 3% of adjusted profit before tax). –Overall company materiality: £90 million (2021: £50 million) based on 5% of adjusted profit before tax (2021: 4% of adjusted profit before tax), capped at the level which is used for the audit of the company as a component of the overall group. –Performance materiality: £75 million (2021: £44 million) (group) and £67 million (2021: £37 million) (company). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 120 The scope of our audit As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial statements. Key audit matters Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. This is not a complete list of all risks identified by our audit. The key audit matters below are consistent with last year. Key audit matter How our audit addressed the key audit matter Expected credit loss allowance for loans and advances to customers (group and parent) Refer to the Board Audit Committee Chair’s report, credit risk section of the risk review, note 1 (Accounting Policies) and note 13 (Loans and Advances to customers). Credit Impairment allowances represent management’s best estimate of the expected credit loss (ECL) within each portfolio at the balance sheet date. The identification and the determination of allowances is inherently judgemental. Management uses a number of models and judgemental adjustments (JAs) to achieve compliance with the requirements of IFRS 9. The determination of ECLs is complex and a number of significant judgments are involved in the estimation process. Recovery from the COVID-19 pandemic has seen the release of the remaining COVID based JAs, however, there continues to be significant economic uncertainty driven by a number of factors including a high inflationary environment, rising interest rates, the war in Ukraine and ongoing supply chain issues. Given that further economic uncertainty exists, particularly in relation to high inflation and cost of living pressures, we consider the judgements and assumptions used in the determination of forward looking macroeconomic scenarios and the probability weights applied in relation to the residential mortgage and corporate loan portfolios to be significant. In addition, there are a number of in model and post model JAs to respond to the economic uncertainty not fully captured by the models, and also to address data and model limitations. Given the level of judgement involved we also deem the risk associated with the sufficiency and appropriateness of the following in model and post model JAs to be significant; –Corporate sector staging risks JAs related to supply chain and other factors, which move certain Stage 1 corporate loans to Stage 2 and increase the probability of default (PD) on certain Stage 2 loans; –JAs to recognise that the repossession rates in the model are not representative of expected repossessions (Long-term indeterminate arrears and 12+ months in arrears JAs); –In model JAs to uplift the repossession rates for certain interest only mortgages; –The JAs to assess affordability of unsecured lending repayments; and –The mortgage affordability JA. In the corporate loan portfolios, individual impairment assessments are performed for certain credit impaired loans and advances which are categorised as Stage 3. Estimates are required to assess the level of any allowance. Our focus was on the principal assumptions applied by management in estimating impairment allowances such as the valuation of collateral and the net present value of forecast cash flows. Testing of key management controls We understood and evaluated the design of the key controls over the determination of ECLs and tested their operating effectiveness. These controls included: –Model performance monitoring controls, including testing model estimates against actual outcomes; –Controls over the accuracy of calculations and completeness & accuracy of data used within significant in model and post model JAs; –The Asset and Liability Committee’s review and approval of the base case economic assumptions; and –The Credit Risk Provisions Forum's review and approval of the outer economic scenarios and weightings, significant judgements & estimates and the overall assessment of ECL modelled outputs. We noted no significant exceptions in the design or operating effectiveness of the above controls. In addition, we performed the substantive procedures described below. Forward looking economic scenarios and scenario probability weightings We used economics experts and credit risk modelling specialists to critically assess the reasonableness of the multiple economic scenarios and scenario probability weightings adopted by management. We considered external economic data and consensus forecasts to assess whether management’s forecasts appropriately reflect the different possible paths that the economy could take, including the consequences of a high interest rate environment, persistently high inflation,, an extended Russia / Ukraine conflict and the remaining Covid-19 and Brexit related risk issues. As part of our testing of the scenarios and the probability weightings, we compared the base scenario assumptions to other external consensus forecasts and we considered the inferred GDP ‘time to recovery’ for each scenario based on historical distributions and made a comparison to other external consensus forecasts. Management made updates to the scenarios and weightings in 2022 to reflect a more severe downturn with a slower recovery. The weightings applied continue to recognise the uncertainties posed by high inflation, higher interest rates and the impact of the UK leaving the EU. We found that the changes to scenario weights appropriately captured the economic uncertainty and the non-linear distribution of losses across a reasonable range, and are broadly consistent with external forecasts. Overall, we concluded that management’s scenarios and associated weights were reasonable. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 121 Key audit matter How our audit addressed the key audit matter In model and post model JAs We considered whether management had identified in model and post model judgemental adjustments where material risks were not captured in the modelled loss allowances, and whether appropriate methodologies were applied in their calculation. This included adjustments in place to address modelling and operational limitations highlighted by the economic conditions caused by high inflationary environment, rising interest rates, the Russia / Ukraine conflict and supply chain issues. Corporate post model JAs Corporate loan JAs totalling £61m were used to adjust for sector specific risks that were not sufficiently captured by the rating models, or to account for the time delay between the most recent risk rating and the period end, as the stage 2 provision may otherwise be understated. The JAs seek to identify customers and sectors with higher risk classifications and transfer these loans from stage 1 to stage 2, or increase the PDs of loans in higher risk industries already in stage 2. We critically assessed management’s JA methodologies and sector analysis used in the calculations. We used our economics and restructuring experts to provide input on sector risks. We have assessed the reasonableness of those sectors and counterparties classified as higher risk, as well as the risk classifications identified to be moved to stage 2. Where customers were transferred into stage 2, we assessed the coverage ratio of ECL in the stage 2 population pre and post the JA, to assess whether the increase in ECL applied by management was appropriate. For customers in stage 2 receiving a PD uplift, we tested this by identifying alternative stress scenarios to verify that the uplift applied by management was within a reasonable range. We also tested the accuracy of management's calculation of both JAs. Retail in model and post model JAs We critically assessed management's in model and post model JAs, using our modelling specialists to assess the appropriateness of the significant assumptions and methodologies used in the adjustments for the Retail portfolios. We independently re- performed the calculations for a sample of the judgemental adjustments, in particular to challenge the appropriateness of: –In model JAs used to address data limitations in the mortgages model in relation to expected write-offs for accounts that are interest only, Buy-to-Let or in long-term arrears; and –JAs introduced to assess the impact of affordability pressures on mortgages and unsecured lending repayments. We also tested the accuracy of management's calculation of the retail JAs. Individually assessed corporate Stage 3 cases For a sample of credit impaired loans we evaluated the specific circumstances of the borrower and determined whether key judgements were appropriate. We tested the valuation of collateral held, and challenged management on subjective estimates and assumptions. Where applicable, we engaged our real estate experts to critically assess the collateral valuation. We also re-performed management’s impairment calculations and tested key inputs. Overall, we were satisfied with the sufficiency and appropriateness of the JAs included in the estimate of ECL. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 122 Key audit matter How our audit addressed the key audit matter Valuation of defined benefit pension surplus (group and parent) Refer to the Board Audit Committee Chair’s report, note 1 (Accounting Policies), note 30 (Retirement Benefit Plans). The group operates a number of defined benefit pension schemes. The main scheme is the Santander (UK) Group Pension Scheme (the scheme). The scheme is in a net surplus position of £1,050m as at 31 December 2022. Defined benefit obligations: The valuation of the defined benefit obligations of the scheme is dependent on a number of forward looking assumptions, the most sensitive of which are the discount rate, price inflation and life expectancy. These assumptions are unobservable and complex to estimate due to the long duration of the pension obligations. Small changes in these assumptions can have a material impact on the valuation. Management refreshes the valuation methodology and assumptions each year with the assistance of external experts. During 2022, management revised the methodology used to calculate the discount rate and price inflation. It continues to use section specific discount and inflation rates in order to reflect the duration and profile of each section of the scheme. Additionally, mortality rates were updated to reflect the latest data for life expectancy. The valuation of the defined benefit obligation is complex and judgemental and therefore represents a key audit matter. Illiquid pension assets: The pension scheme assets include certain illiquid assets, including direct property investments and complex pooled investment vehicles (“PIVs”) consisting of unquoted equities, unquoted corporate bonds and other assets not quoted in active markets. The valuation of these assets are derived from inputs or data that are unobservable. The directly held property is valued using bespoke valuation methods taking both the nature of the properties and the tenancy schedules as inputs to derive their fair value. The complex PIVs include private equity investments and infrastructure and property assets, and there can be a time lag in obtaining valuations. Each complex PIV is valued by the respective investment manager on either a Bid or Net Asset Value (NAV) basis. Where there is a time lag between the NAV and the balance sheet date, management adjusts the value of the assets for any cash movements where necessary and considers if any other adjustments for movements in fair value are needed. The lack of observable prices and the bespoke valuation methods for the directly held property, as well the unobservable nature of the assets in the complex PIVs, give rise to a high level of estimation uncertainty and complexity in the valuation and therefore represent a key audit matter. Testing of key management controls We understood and evaluated the design and operating effectiveness of the key controls over the determination of the significant actuarial assumptions used in calculating the valuation of future pension obligations and the valuation of the scheme’s illiquid assets. These controls included: –The Annual Review and approval of key methodologies and assumptions; –The Quarterly review and approval of the financial and demographic assumptions based on the actuary’s report and other data inputs; –Assessing the reliability of investment manager valuations by comparing the prior year unaudited NAV statements against the funds' corresponding audited financial statements; –Assessing the reasonableness of the property valuations recognised at period ends, as obtained from the custodian, by comparing them on a quarterly basis against the valuation obtained from management’s property valuer expert. Differences are analysed and investigated; –Assessing the appropriateness of lagged valuations and potential fair value movements since the last valuation date with reference to relevant market information, such as industry indices; and –Assessing controls performed at certain third party experts and performing complementary end user controls. We noted no significant exceptions in the design or operating effectiveness of the above controls. We also performed the following substantive procedures: Defined benefit obligations: –We engaged our actuarial experts to evaluate the estimates made by management in determining the key financial and life expectancy assumptions used in the calculation of the liability. We assessed the reasonableness of the methodologies and assumptions adopted using our knowledge of market practice and industry developments, independently developed benchmarks and external market data. We used sensitivity analysis to determine the impact of alternative assumptions; –We considered the objectivity and competence of management’s actuarial expert. We reviewed the expert’s IAS 19 report and discussed with the expert the methods adopted to determine the valuation of the obligations; and –We evaluated the appropriateness of financial statement disclosures. Illiquid pension assets: –For direct property, we obtained the valuation report prepared by management's expert and, with the support of our own expert, assessed the reasonableness of the methodology and key assumptions used by the valuer. We reviewed the reasonableness of the valuation for a sample of properties; –For complex PIVs, we obtained third-party confirmations directly from investment managers and compared these against management’s reported valuations. We recalculated management’s valuation and compared it to the third-party confirmations, and we understood and tested material capital changes in the period between the valuation and the entity’s balance sheet date where there was a time lag; –We assessed whether there was evidence which corroborated or contradicted the valuation. For example; we agreed NAV statements from investment managers to audited fund financial statements where they were available, analysed potential fair value movements since the last valuation date with reference to relevant market information, such as quoted indices and recent transactions, and reviewed controls reports for the investment managers where available; –We considered the objectivity and competence of management’s property valuation expert and the investment managers. Based on the evidence obtained, we found the valuation of the Scheme’s defined benefit obligations and the valuation of the Scheme’s illiquid assets to be reasonable. We read and assessed the disclosures made in the financial statements, including the disclosures of the assumptions, and found them to be appropriate. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 123 Key audit matter How our audit addressed the key audit matter Impairment assessment of goodwill (group and parent) Refer to the Board Audit Committee Chair’s report, note 1 (Accounting Policies) and note 20 (Intangible Assets). The group has a goodwill balance of £1.2bn at 31 December 2022, which relates to the Personal Financial Services Cash Generating Unit (CGU) within Santander UK plc (SUK). The UK economy and banking market is impacted by the rising interest rate environment. Specifically, the bank has seen an improving net interest margin, offset to an extent by the impact of inflationary pressures and the cost of living crisis on the cost base and expected credit losses. The carrying value of this asset is contingent upon future cash flows, the value of which has been impacted by these developments. Management performed impairment assessments using a value in use methodology and concluded that no impairment existed as at 31 December 2022. The impairment assessment is complex and involves subjective assumptions, specifically, the forecast cash flows, the discount rate and the terminal growth rate assumptions and the method for determining the amount of regulatory capital and carrying value of the Personal Financial Services CGU are judgemental. Due to the magnitude of this balance and these judgements, this impairment assessment represents a key audit matter. We challenged and tested the reasonableness of management's methodology and key assumptions. Our work included the following: –We engaged our own expert to assist in the assessment of the reasonableness of the methodology and key assumptions over the determination of the carrying value of the Personal Financial Services CGU, the amount of capital to be retained in the business, the discount rate and the terminal growth rate. –We agreed the cash flow forecasts to the Board approved three-year plans and tested the reasonableness of adjustments to the plans included in the value in use model. –Evaluating the reasonableness of the forecasted cash flows, including comparing performance in recent years to the budgets and 3 year plans for the equivalent periods to assess the historical accuracy of the budgeting and forecasting process. Based on the procedures performed and evidence obtained, we found management’s conclusion that no impairments existed at 31 December 2022 to be appropriate. We assessed the disclosures made in the financial statements. We are satisfied that these disclosures are appropriate and in compliance with the accounting requirements. Legal and regulatory matters (group and parent) Refer to the Board Audit Committee Chair’s report, note 1 (Accounting Policies), note 29 (Provisions), note 31 (Contingent Liabilities and Commitments). Included within Provisions is the group’s best estimate of the cost of present obligations related to past events, including the impact of legal actions and regulatory investigations. Significant judgement may be required when accounting for provisions, including in determining whether a present obligation exists and in estimating the probability and amount of any outflows. These judgements are based on the specific facts available and often require specialist professional advice. There can be a wide range of possible outcomes and uncertainties, particularly in relation to legal actions and regulatory investigations. As a result it is sometimes not possible to make reliable estimates of the likelihood and amount of any potential outflows. The key matters are a dispute with a third party in relation to liability for PPI redress in respect of a specific portfolio and an investigation by German authorities into tax arbitrage transactions. The potential cost to the group of each of these matters is material and the assessment of present obligations involves judgement. These matters have been the subject of ongoing monitoring by those charged with governance. The provisions and disclosures in respect of these exposures represents a key audit matter. We evaluated and challenged the provisioning methodologies and underlying assumptions used by management. Where no provision was made, we challenged management’s conclusion in the context of the requirements of IAS 37 Provisions, Contingent Liabilities and Contingent Assets. Our work included: –We understood the risks facing the group, the status of the investigations and the legal case. –We evaluated management’s assessment of the potential outcomes and associated probabilities. –We evaluated the advice received from management's external legal experts. We held discussions with these experts to confirm our understanding of their views on certain judgements applied by management and obtained a written confirmation of the key facts and status of each case. –We reviewed reports provided to governance committees and we discussed the status of the key matters with the Board Audit Committee. –We considered market practice in dealing with similar matters. Based on the procedures performed and evidence obtained, we found management’s conclusions to be reasonable. Given the uncertainty associated with the calculation of the provisions and the contingent liabilities, we evaluated the disclosures made in the financial statements. In particular, we focused on challenging management around whether the disclosures were sufficiently clear in highlighting the uncertainties. We considered the completeness of information disclosed, in particular where management concluded that it was not possible to determine a loss reliably, or that it was seriously prejudicial to disclose certain information. We evaluated the disclosures against the requirements of IAS 37. We found the disclosures to be appropriate. How we tailored the audit scope We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial statements as a whole, taking into account the structure of the group and the company, the accounting processes and controls, and the industry in which they operate. The group comprises the company and a number of subsidiaries which predominantly operate within the UK. The company is the principal operating subsidiary within the group. We considered which entities (“components”) required a full scope audit either due to being individually financially significant (defined as 15% of adjusted profit before tax) or due to their risk characteristics, including a consideration of the history of misstatements due to fraud or error, in the context of the group’s consolidated financial statements. We identified the significant audit risks and key audit matters which all relate to the company. Ultimately, we determined that we would perform a full scope audit of the company. For this component the work is largely performed by PwC UK engagement teams, led by the group audit partner, with the team structured in line with the Group’s operating segments. We then considered the components in the group that had either financially significant or unusual account balances and therefore were required to be included in our scope. Where this was the case, we performed an audit over these specific financial statement line items. We adopted this approach for Santander Consumer (UK) plc, Cater Allen limited and Abbey National Property Investments. Certain processes and controls supporting the group’s operations are performed as part of Banco Santander S.A.’s wider processes and controls in Spain, including the hosting and monitoring of certain IT systems. In such instances, we instructed PwC Spain to perform certain audit procedures over these group operations. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 124 As part of the planning and execution of the audit, we worked closely with PwC Spain and the PwC UK component auditors throughout the year to ensure that the procedures performed on our behalf were sufficient for our purposes. We reviewed the results of their work and held meetings with the auditors to discuss their findings. The procedures which we performed over the reporting units accounted for 92.9% of total operating income and 90.7% of total assets of the group. The impact of climate risk on our audit The group, in alignment with their parent company, Banco Santander S.A., has set out commitments to be a net zero bank by 2050. Further information on this commitment is provided in the Sustainability and Responsible Banking section on page 11. In planning and executing our audit, we considered the group’s governance framework and preliminary risk assessment processes. This, together with our discussions with our own climate change experts, provided us with an understanding of the potential impact of climate change on the financial statements. We specifically considered the potential impact on the mortgage lending, corporate lending and consumer finance portfolios. We determined that the key financial statement line items and estimates which were more likely to be materially impacted by climate risks were those associated with expected credit losses and future cash flows. In the current reporting period, the group concluded that there is no material impact on the financial statements and the more notable impacts of climate change on the business are expected to arise in the medium to long term. Whilst the group is targeting net zero carbon emissions by 2050, they are continuing to refine their plans to achieve this. The group has started to quantify some of the impacts that may arise; however, the future financial impacts are uncertain given the medium to long term time horizon. We discussed with management and the Audit Committee that the estimated financial impacts of climate change will need to be frequently reassessed and our expectation is that climate change disclosures will continue to evolve as greater understanding of the actual and potential impacts on the group’s future operations is obtained. Materiality The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality. These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect of misstatements, both individually and in aggregate on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole as follows: Financial statements - group Financial statements - company Overall materiality £100 million (2021: £59 million). £90 million (2021: £50 million). How we determined it 5% of adjusted profit before tax (2021: 3% of adjusted profit before tax). 5% of adjusted profit before tax (2021: 4% of adjusted profit before tax), capped at the level which is used for the audit of the company as a component of the overall group. Rationale for benchmark applied We set materiality using a benchmark of profit before tax (PBT), adjusted for certain non-recurring items, as these items do not reflect the underlying business performance and are not expected to recur. PBT is a primary measure used by the shareholder in assessing the performance of the group and is a generally accepted benchmark for determining audit materiality.This benchmark is standard for listed entities and consistent with the wider industry. The prior year materiality benchmark was set at 3% of actual adjusted PBT, which was based on forecasted adjusted PBT and not subsequently revised upwards when actual results exceeded forecast. We set materiality using a benchmark of profit before tax (PBT), adjusted for certain non-recurring items and other transactions not reflective of the underlying business of the company. The materiality was then capped at the level which is used to audit the company as a component of the overall group. PBT is a primary measure used by the shareholder in assessing the performance of the company and is a generally accepted benchmark for determining audit materiality. This benchmark is standard for listed entities and consistent with the wider industry. The prior year materiality benchmark was set at 4% of actual adjusted PBT, which was based on forecasted adjusted PBT, and not subsequently revised upwards when actual results exceeded forecast. For each component in the scope of our group audit, we allocated a materiality that is less than our overall group materiality. The range of materiality allocated across components was between £10 million and £90 million. We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for example in determining sample sizes. Our performance materiality was 75% (2021: 75%) of overall materiality, amounting to £75 million (2021: £44 million) for the group financial statements and £67 million (2021: £37 million) for the company financial statements. In determining the performance materiality, we considered a number of factors - the history of misstatements, risk assessment and aggregation risk and the effectiveness of controls - and concluded that an amount at the upper end of our normal range was appropriate. We agreed with the Board Audit Committee that we would report to them misstatements identified during our audit above £4 million (group audit) (2021: £4 million) and £4 million (company audit) (2021: £4 million) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 125 Conclusions relating to going concern Our evaluation of the directors’ assessment of the group's and the company’s ability to continue to adopt the going concern basis of accounting included: –A risk assessment to identify factors that could impact the going concern basis of accounting, including the current and forecast financial performance, regulatory metrics and the sector in which the group operates; –Understanding and evaluation of the group's three year plan and the group’s stress testing of liquidity and regulatory capital performed by management; –Review of regulatory correspondence and reports provided to governance forums, and testing of the total capital resources and liquidity financing facilities; –Consideration of credit rating agency ratings; and –Reviewing the appropriateness of the disclosures made in the Annual report in relation to going concern. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the group's and the company's ability to continue as a going concern. In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Reporting on other information The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report based on these responsibilities. With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic report and Directors' report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the year ended 31 December 2022 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the group and company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report. Corporate governance statement ISAs (UK) require us to review the directors’ statements in relation to going concern, longer-term viability and that part of the corporate governance statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code, which the Listing Rules of the Financial Conduct Authority specify for review by auditors of premium listed companies. Our additional responsibilities with respect to the corporate governance statement as other information are described in the Reporting on other information section of this report. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement, included within the Directors' report is materially consistent with the financial statements and our knowledge obtained during the audit, and we have nothing material to add or draw attention to in relation to: –The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks; –The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify emerging risks and an explanation of how these are being managed or mitigated; –The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going concern basis of accounting in preparing them, and their identification of any material uncertainties to the group’s and company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; –The directors’ explanation as to their assessment of the group's and company’s prospects, the period this assessment covers and why the period is appropriate; and –The directors’ statement as to whether they have a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 126 Our review of the directors’ statement regarding the longer-term viability of the group and company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’ process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our knowledge and understanding of the group and company and their environment obtained in the course of the audit. In addition, based on the work undertaken as part of our audit, we have concluded that each of the following elements of the corporate governance statement is materially consistent with the financial statements and our knowledge obtained during the audit: –The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable, and provides the information necessary for the members to assess the group’s and company's position, performance, business model and strategy; –The section of the Annual Report that describes the review of effectiveness of risk management and internal control systems; and –The section of the Annual Report describing the work of the Board Audit Committee. We have nothing to report in respect of our responsibility to report when the directors’ statement relating to the company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified under the Listing Rules for review by the auditors. Responsibilities for the financial statements and the audit Responsibilities of the directors for the financial statements As explained more fully in the Statement of Directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and the company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the company or to cease operations, or have no realistic alternative but to do so. The directors are responsible for presenting and marking up the consolidated financial statements in compliance with the requirements set out in the Delegated Regulation 2019/815 on European Single Electronic Format (“ESEF Regulation”). Auditors’ responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below. Based on our understanding of the group and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of banking laws and regulations, including regulatory reporting requirements and conduct of business, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006 and relevant tax legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to management bias through judgements and assumptions in significant accounting estimates. The group engagement team shared this risk assessment with the component auditors so that they could include appropriate audit procedures in response to such risks in their work. Audit procedures performed by the group engagement team and/or component auditors included: –Discussions with management, including the Chief Financial Officer, Internal Audit and those charged with governance in relation to known or suspected instances of non-compliance with laws and regulation and fraud; –Evaluation of the completeness of matters identified by management which might impact financial reporting, including but not restricted to the procedures below; –Evaluation and testing of the operating effectiveness of certain management’s entity level controls designed to prevent and detect irregularities, in particular their code of conduct and whistleblowing helpline; –Assessment of matters reported on the group’s whistleblowing helpline and the results of management’s investigation of such matters; –Observing the effectiveness of key governance forums, reviewing management information presented and reviewing minutes of executive management meetings; –Reviewing key correspondence with the Financial Conduct Authority and Prudential Regulation Authority and meeting with these regulators during the year; –Challenging assumptions and judgements made by management in their significant accounting estimates, in particular in relation to the expected credit loss allowance for loans and advances to customers, legal and regulatory matters, the valuation of the defined benefit pension surplus and the impairment assessment of goodwill and investments in subsidiaries (see related key audit matters above); –Identifying and testing journal entries, in particular any journal entries posted by senior management and period end adjustments; and –Incorporating unpredictability into the nature, timing and/or extent of our testing. There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 127 Our audit testing might include testing complete populations of certain transactions and balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for testing, rather than testing complete populations. We will often seek to target particular items for testing based on their size or risk characteristics. In other cases, we will use audit sampling to enable us to draw a conclusion about the population from which the sample is selected. A further description of our responsibilities for the audit of the financial statements is located on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditors’ report. It is also our responsibility to assess whether the consolidated financial statements have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. Use of this report This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Other required reporting Companies Act 2006 exception reporting Under the Companies Act 2006 we are required to report to you if, in our opinion: –we have not obtained all the information and explanations we require for our audit; or –adequate accounting records have not been kept by the company, or returns adequate for our audit have not been received from branches not visited by us; or –certain disclosures of directors’ remuneration specified by law are not made; or –the company financial statements are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Report on other legal and regulatory requirements We have checked the compliance of the consolidated financial statements of the Group as at 31 December 2022 with the relevant statutory requirements set out in the ESEF Regulation that are applicable to financial statements. That is, for the Group: –The consolidated financial statements are prepared in a valid xHTML format; –The XBRL markup of the consolidated financial statements uses the core taxonomy and the common rules on markups specified in the ESEF regulation. In our opinion, the consolidated financial statements of the Group as at 31 December 2022, identified as PTCQB104N23FMNK2RZ28-2022-12-31.zip, have been prepared, in all material respects, in compliance with the requirements laid down in the ESEF Regulation. Appointment Following the recommendation of the Board Audit Committee, we were appointed by the members on 31 March 2016 to audit the financial statements for the year ended 31 December 2016 and subsequent financial periods. The period of total uninterrupted engagement is 7 years, covering the years ended 31 December 2016 to 31 December 2022. Other matter Other Code provisions The directors have prepared a corporate governance statement and requested that we review it as though the company were a premium listed company. We have nothing to report in respect of the requirement for the auditors of premium listed companies to report when the directors’ statement relating to the company’s compliance with the Code does not properly disclose a departure from a relevant provision of the Code specified, under the Listing Rules, for review by the auditors. Ian Godsmark (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 1 March 2023 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 128 Consolidated Income Statement For the years ended 31 December 2022 2021 2020 Notes £m £m £m Interest and similar income 3 6,708 4,762 5,031 Interest expense and similar charges 3 (2,283) (813) (1,643) Net interest income 4,425 3,949 3,388 Fee and commission income 4 839 697 680 Fee and commission expense 4 (509) (411) (361) Net fee and commission income 330 286 319 Other operating income 5 201 264 145 Total operating income 4,956 4,499 3,852 Operating expenses before credit impairment (charges)/write-backs, provisions and charges 6 (2,343) (2,510) (2,390) Credit impairment (charges)/write-backs 8 (320) 233 (638) Provisions for other liabilities and charges 8 (419) (377) (264) Total operating credit impairment (charges)/write-backs, provisions and charges (739) (144) (902) Profit from continuing operations before tax 1,874 1,845 560 Tax on profit from continuing operations 9 (480) (492) (121) Profit from continuing operations after tax 1,394 1,353 439 Profit from discontinued operations after tax 42 — 31 32 Profit after tax 1,394 1,384 471 Attributable to: Equity holders of the parent 1,394 1,365 452 Non-controlling interests — 19 19 Profit after tax 1,394 1,384 471 The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 129 Consolidated Statement of Comprehensive Income For the years ended 31 December 2022 2021 2020 £m £m £m Profit after tax 1,394 1,384 471 Other comprehensive (expense)/income that may be reclassified to profit or loss subsequently: Movement in fair value reserve (debt instruments): - Change in fair value (278) (111) 114 - Income statement transfers 247 110 (107) - Taxation 11 (2) (2) (20) (3) 5 Cash flow hedges: - Effective portion of changes in fair value 425 (873) 971 - Income statement transfers (2,129) 358 (809) - Taxation 469 141 (52) (1,235) (374) 110 Currency translation on foreign operations — — — Net other comprehensive (expense)/income that may be reclassified to profit or loss subsequently (1,255) (377) 115 Other comprehensive (expense)/income that will not be reclassified to profit or loss subsequently: Pension remeasurement: - Change in fair value (722) 1,264 (505) - Taxation 267 (419) 133 (455) 845 (372) Own credit adjustment: - Change in fair value 29 — (3) - Taxation (9) — — 20 — (3) Net other comprehensive (expense)/income that will not be reclassified to profit or loss subsequently (435) 845 (375) Total other comprehensive (expense)/income net of tax (1,690) 468 (260) Total comprehensive (expense)/income (296) 1,852 211 Attributable to: Equity holders of the parent (296) 1,833 194 Non-controlling interests — 19 17 Total comprehensive (expense)/income (296) 1,852 211 The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 130 Consolidated Balance Sheet(1) At 31 December 2022 2021 Notes £m £m Assets Cash and balances at central banks 44,190 48,139 Derivative financial instruments 11 2,407 1,681 Other financial assets at fair value through profit or loss 12 129 185 Loans and advances to customers 13 219,716 210,094 Loans and advances to banks 992 1,169 Reverse repurchase agreements - non trading 16 7,348 12,683 Other financial assets at amortised cost 17 156 506 Macro hedge of interest rate risk (2,657) 77 Financial assets at fair value through other comprehensive income 18 6,024 5,851 Interests in other entities 19 252 201 Intangible assets 20 1,550 1,545 Property, plant and equipment 21 1,513 1,548 Current tax assets 478 347 Retirement benefit assets 30 1,050 1,572 Other assets 2,016 1,500 Assets held for sale 42 49 — Total assets 285,213 287,098 Liabilities Derivative financial instruments 11 951 777 Other financial liabilities at fair value through profit or loss 22 803 803 Deposits by customers 23 195,568 192,926 Deposits by banks 24 28,525 33,855 Repurchase agreements - non trading 25 7,982 11,718 Debt securities in issue 26 31,531 25,520 Subordinated liabilities 27 2,332 2,228 Macro hedge of interest rate risk 95 122 Other liabilities 28 2,581 2,067 Provisions 29 378 364 Deferred tax liabilities 35 579 Retirement benefit obligations 30 25 37 Total liabilities 270,806 270,996 Equity Share capital 32 3,105 3,105 Share premium 32 5,620 5,620 Other equity instruments 33 1,956 2,191 Retained earnings 4,848 5,053 Other reserves (1,122) 133 Total shareholders’ equity 14,407 16,102 Total equity 14,407 16,102 Total liabilities and equity 285,213 287,098 (1) For more information on balance sheet amounts restated see Note 44. 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 1 March 2023 and signed on its behalf by: Mike Regnier Madhukar Dayal Chief Executive Officer Chief Financial Officer Company Registered Number: 2294747 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 131 Consolidated Cash Flow Statement(1) For the years ended 31 December 2022 2021 2020 £m £m £m Cash flows from operating activities Profit before tax 1,874 1,888 605 Adjustments for: Non-cash items included in profit: – Depreciation and amortisation 296 501 562 – Provisions for other liabilities and charges 419 381 273 – Impairment losses 284 (228) 672 – Other non-cash items 1,497 (147) (267) – Pension charge/(credit) for defined benefit pension schemes 28 38 38 2,524 545 1,278 Net change in operating assets and liabilities: – Cash and balances at central banks 275 (659) (52) – Derivative assets (726) 1,725 (90) – Other financial assets at fair value through profit or loss 877 1,007 1,603 – Loans and advances to banks and customers (9,966) (971) (2,654) – Reverse repurchase agreements - non trading 6,818 7,024 3,924 – Other assets (574) 324 (340) – Deposits by banks and customers (3,128) 10,735 19,977 – Repurchase agreements - non trading (4,145) (7,550) (2,958) – Derivative liabilities 174 (807) 136 – Other financial liabilities at fair value through profit or loss (973) (1,109) (1,618) – Debt securities in issue 3,120 (329) (223) – Other liabilities (98) (603) (921) (8,346) 8,787 16,784 Corporation taxes paid (405) (427) (159) Effects of exchange rate differences 1,383 (542) 410 Net cash flows from operating activities (2,970) 10,251 18,918 Cash flows from investing activities Purchase of property, plant and equipment and intangible assets (496) (613) (373) Proceeds from sale of property, plant and equipment and intangible assets 159 437 166 Purchase of financial assets at amortised cost and financial assets at FVOCI (2,884) (1,256) (3,015) Proceeds from sale and redemption of financial assets at amortised cost and financial assets at FVOCI 3,023 4,509 9,858 Net cash flows from investing activities (198) 3,077 6,636 Cash flows from financing activities Issue of other equity instruments 750 210 — Issue of debt securities and subordinated notes 4,794 2,878 5,614 Issuance costs of debt securities and subordinated notes (16) (6) (13) Repayment of debt securities and subordinated notes (3,076) (11,914) (12,037) Disposal of non-controlling interests — (181) — Repurchase of other equity instruments (985) (210) — Dividends paid on ordinary shares (1,014) (1,358) (129) Dividends paid on preference shares and other equity instruments (150) (147) (148) Dividends paid on non-controlling interests — — (15) Principal elements of lease payments (26) (25) (45) Net cash flows from financing activities 277 (10,753) (6,773) Change in cash and cash equivalents (2,891) 2,575 18,781 Cash and cash equivalents at beginning of the year 49,254 46,697 27,871 Effects of exchange rate changes on cash and cash equivalents 121 (18) 45 Cash and cash equivalents at the end of the year 46,484 49,254 46,697 Cash and cash equivalents consist of: Cash and balances at central banks 44,190 48,139 41,250 Less: restricted balances (2,223) (2,498) (1,839) 41,967 45,641 39,411 Other cash equivalents: Loans and advances to banks - Non trading 904 1,074 1,435 Other cash equivalents: Reverse repurchase agreements 3,613 2,539 5,851 Cash and cash equivalents at the end of the year 46,484 49,254 46,697 (1) For more information on cash flows and amounts restated see Note 34. The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 132 Consolidated Statement of Changes in Equity Other reserves Non- controlling interests Share capital Share premium Other equity instruments Fair value Cash flow hedging Currency translation Retained earnings Total Total £m £m £m £m £m £m £m £m £m £m At 1 January 2022 3,105 5,620 2,191 25 107 1 5,053 16,102 — 16,102 Profit after tax — — — — — — 1,394 1,394 — 1,394 Other comprehensive (expense)/income, net of tax: - Fair value reserve (debt instruments) — — — (20) — — — (20) — (20) - Cash flow hedges — — — — (1,235) — — (1,235) — (1,235) - Pension remeasurement — — — — — — (455) (455) — (455) - Own credit adjustment — — — — — — 20 20 — 20 Total comprehensive income — — — (20) (1,235) — 959 (296) — (296) Issue of other equity instruments — — 750 — — — — 750 — 750 Repurchase of other equity instruments — — (985) — — — — (985) — (985) Dividends on ordinary shares — — — — — — (1,014) (1,014) — (1,014) Dividends on preference shares and other equity instruments — — — — — — (150) (150) — (150) At 31 December 2022 3,105 5,620 1,956 5 (1,128) 1 4,848 14,407 — 14,407 At 1 January 2021 3,105 5,620 2,191 28 481 1 4,348 15,774 162 15,936 Profit after tax — — — — — — 1,365 1,365 19 1,384 Other comprehensive (expense)/income, net of tax: - Fair value reserve (debt instruments) — — — (3) — — — (3) — (3) - Cash flow hedges — — — — (374) — — (374) — (374) - Pension remeasurement — — — — — — 845 845 — 845 Total comprehensive income — — — (3) (374) — 2,210 1,833 19 1,852 Issue of other equity instruments — — 210 — — — — 210 — 210 Repurchase of other equity instruments — — (210) — — — — (210) — (210) Disposal of non-controlling interests — — — — — — — — (181) (181) Dividends on ordinary shares — — — — — — (1,358) (1,358) — (1,358) Dividends on preference shares and other equity instruments — — — — — — (147) (147) — (147) At 31 December 2021 3,105 5,620 2,191 25 107 1 5,053 16,102 — 16,102 At 1 January 2020 3,105 5,620 2,191 23 371 1 4,546 15,857 160 16,017 Profit after tax — — — — — — 452 452 19 471 Other comprehensive (expense)/income, net of tax: - Fair value reserve (debt instruments) — — — 5 — — — 5 — 5 - Cash flow hedges — — — — 110 — — 110 — 110 - Pension remeasurement — — — — — — (370) (370) (2) (372) - Own credit adjustment — — — — — — (3) (3) — (3) Total comprehensive income — — — 5 110 — 79 194 17 211 Dividends on ordinary shares — — — — — — (129) (129) — (129) Dividends on preference shares and other equity instruments — — — — — — (148) (148) — (148) Dividends on non-controlling interests — — — — — — — — (15) (15) At 31 December 2020 3,105 5,620 2,191 28 481 1 4,348 15,774 162 15,936 The accompanying Notes to the Financial Statements form an integral part of these Consolidated Financial Statements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 133 Company Balance Sheet(1) At 31 December 2022 2021 Notes £m £m Assets Cash and balances at central banks 44,190 48,139 Derivative financial instruments 11 2,593 1,875 Other financial assets at fair value through profit or loss 12 59 94 Loans and advances to customers 13 235,071 222,861 Loans and advances to banks 992 1,200 Reverse repurchase agreements – non trading 16 7,348 12,683 Other financial assets at amortised cost 17 1,707 2,090 Macro hedge of interest rate risk (2,932) (283) Financial assets at fair value through other comprehensive income 18 6,024 5,833 Interests in other entities 19 1,232 1,247 Intangible assets 20 1,529 1,524 Property, plant and equipment 21 918 935 Current tax assets 9 557 445 Deferred tax assets 76 — Retirement benefit assets 30 1,050 1,572 Other assets 1,914 1,405 Assets held for sale 42 49 — Total assets 302,377 301,620 Liabilities Derivative financial instruments 11 2,024 1,242 Other financial liabilities at fair value through profit or loss 22 803 804 Deposits by customers 23 209,094 205,034 Deposits by banks 24 34,184 38,845 Repurchase agreements – non trading 25 7,982 11,718 Debt securities in issue 26 30,721 24,554 Subordinated liabilities 27 2,336 2,233 Macro hedge of interest rate risk (5) — Other liabilities 28 2,396 1,938 Provisions 29 374 364 Deferred tax liabilities 9 — 598 Retirement benefit obligations 30 25 37 Total liabilities 289,934 287,367 Equity Share capital 32 3,105 3,105 Share premium 32 5,620 5,620 Other equity instruments 33 1,956 2,191 Retained earnings 2,552 3,303 Other reserves (790) 34 Total shareholders’ equity 12,443 14,253 Total liabilities and equity 302,377 301,620 (1) For more information on balance sheet amounts restated see Note 44. The accompanying Notes to the Financial Statements form an integral part of these Financial Statements. The profit after tax of the Company attributable to shareholders was £848m (2021: £786m). 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 1 March 2023 and signed on its behalf by: Mike Regnier Madhukar Dayal Chief Executive Officer Chief Financial Officer Company Registered Number: 2294747 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 134 Company Cash Flow Statement(1) For the years ended 31 December 2022 2021 2020 £m £m £m Cash flows from operating activities Profit before tax 1,000 1,113 378 Adjustments for: Non-cash items included in profit: – Depreciation and amortisation 219 373 454 – Provisions for other liabilities and charges 419 385 264 – Impairment losses 284 (205) 609 – Other non-cash items 2,165 215 (238) – Pension charge/(credit) for defined benefit pension schemes 25 29 26 3,112 797 1,115 Net change in operating assets and liabilities: – Cash and balances at central banks 275 (659) (52) – Derivative assets (718) 1,694 (66) – Other financial assets at fair value through profit or loss 857 984 1,584 – Loans and advances to banks and customers (12,466) 4,449 (3,100) – Reverse repurchase agreements – non trading 6,818 7,024 3,924 – Other assets (594) 475 (310) – Deposits by banks and customers (1,034) 2,160 18,689 – Repurchase agreements – non trading (4,145) (7,546) (2,956) – Derivative liabilities 782 (1,507) 397 – Other financial liabilities at fair value through profit or loss (973) (1,108) (1,645) – Debt securities in issue 3,123 (380) (52) – Other liabilities 13 (534) (790) (8,062) 5,052 15,623 Corporation taxes paid (353) (360) (86) Effects of exchange rate differences 1,406 (557) 430 Net cash flows from operating activities (2,897) 6,045 17,460 Cash flows from investing activities Investments in other entities 15 — — Purchase of property, plant and equipment and intangible assets (305) (327) (184) Proceeds from sale of property, plant and equipment and intangible assets 30 52 44 Purchase of financial assets at amortised cost and financial assets at FVOCI (2,884) (1,256) (3,185) Proceeds from sale and redemption of financial assets at amortised cost and financial assets at FVOCI 3,036 7,010 10,141 Net cash flows from investing activities (108) 5,479 6,816 Cash flows from financing activities Issue of other equity instruments 750 210 — Issue of debt securities and subordinated notes 4,191 2,876 5,610 Issuance costs of debt securities and subordinated notes (13) (4) (10) Repayment of debt securities and subordinated notes (2,636) (10,282) (10,782) Repurchase of other equity instruments (985) (210) — Dividends paid on ordinary shares (1,014) (1,358) (129) Dividends paid on preference shares and other equity instruments (150) (147) (148) Principal elements of lease payments (24) (23) (43) Net cash flow from financing activities 119 (8,938) (5,502) Change in cash and cash equivalents (2,886) 2,586 18,774 Cash and cash equivalents at beginning of the year 49,254 46,686 27,867 Effects of exchange rate changes on cash and cash equivalents 116 (18) 45 Cash and cash equivalents at the end of the year 46,484 49,254 46,686 Cash and cash equivalents consist of: Cash and balances at central banks 44,190 48,139 41,250 Less: regulatory minimum cash balances (2,223) (2,498) (1,839) 41,967 45,641 39,411 Other cash equivalents: Loans and advances to banks - Non trading 904 1,074 1,424 Other cash equivalents: Reverse repurchase agreements 3,613 2,539 5,851 Cash and cash equivalents at the end of the year 46,484 49,254 46,686 (1) For more information on cash flows and amounts restated see Note 34. The accompanying Notes to the Financial Statements form an integral part of these Financial Statements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 135 Company Statement of Changes in Equity For the years ended 31 December Other reserves Share capital Share premium Other equity instruments Fair value Cash flow hedging Retained earnings Total £m £m £m £m £m £m £m At 1 January 2022 3,105 5,620 2,191 26 8 3,303 14,253 Profit after tax — — — — — 848 848 Other comprehensive income, net of tax: - Fair value reserve (debt instruments) — — — (21) — — (21) - Cash flow hedges — — — — (803) — (803) - Pension remeasurement — — — — — (455) (455) - Own credit adjustment — — — — — 20 20 Total comprehensive income — — — (21) (803) 413 (411) Issue of other equity instruments — — 750 — — — 750 Repurchase of other equity instruments — — (985) — — — (985) Dividends on ordinary shares — — — — — (1,014) (1,014) Dividends on preference shares and other equity instruments — — — — — (150) (150) At 31 December 2022 3,105 5,620 1,956 5 (795) 2,552 12,443 At 1 January 2021 3,105 5,620 2,191 29 267 3,177 14,389 Profit after tax — — — — — 786 786 Other comprehensive income, net of tax: - Fair value reserve (debt instruments) — — — (3) — — (3) - Cash flow hedges — — — — (259) — (259) - Pension remeasurement — — — — — 844 844 - Own credit adjustment — — — — — 1 1 Total comprehensive income — — — (3) (259) 1,631 1,369 Issue of other equity instruments — — 210 — — — 210 Repurchase of other equity instruments — — (210) — — — (210) Dividends on ordinary shares — — — — — (1,358) (1,358) Dividends on preference shares and other equity instruments — — — — — (147) (147) At 31 December 2021 3,105 5,620 2,191 26 8 3,303 14,253 At 1 January 2020 3,105 5,620 2,191 25 143 3,563 14,647 Profit after tax — — — — — 261 261 Other comprehensive income, net of tax: - Fair value reserve (debt instruments) — — — 4 — — 4 - Cash flow hedges — — — — 124 — 124 - Pension remeasurement — — — — — (367) (367) - Own credit adjustment — — — — — (3) (3) Total comprehensive income — — — 4 124 (109) 19 Dividends on ordinary shares — — — — — (129) (129) Dividends on preference shares and other equity instruments — — — — — (148) (148) At 31 December 2020 3,105 5,620 2,191 29 267 3,177 14,389 The accompanying Notes to the Financial Statements form an integral part of these Financial Statements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 136 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 a wide range of banking and financial services to personal, business and corporate customers. Santander UK plc is a public company, limited by shares and incorporated in England and Wales having a registered office at 2 Triton Square, Regent’s Place, London, NW1 3AN. It is an operating company undertaking banking and financial services transactions. Basis of preparation These financial statements incorporate the financial statements of the Company and entities it controls (its subsidiaries) made up to 31 December each year. The consolidated financial statements have been prepared on the going concern basis using the historical cost convention, except for financial assets and liabilities that have been measured at fair value. An assessment of the appropriateness of the adoption of the going concern basis of accounting is disclosed in the statement of going concern in the Directors’ report. Compliance with International Financial Reporting Standards (IFRS) The consolidated financial statements of the Santander UK group and the separate financial statements of the Company comply with UK-adopted International Accounting Standards (IAS). The financial statements are also prepared in accordance with IFRS as issued by the International Accounting Standards Board (IASB), including interpretations issued by the IFRS Interpretations Committee, as there are no applicable differences from IFRS as issued by the IASB for the periods presented. 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, have been included in the Risk review section of this Annual Report. This information forms an integral part of these financial statements by this cross reference, is marked as audited, and is covered by the Independent auditor's report. Climate change Santander UK continues to develop its assessment of the potential impacts that climate change and the transition to a low carbon economy may have on the assets and liabilities recognised and presented in its financial statements. Santander UK is mindful of its responsibilities as a responsible lender and is focused on ways to meet the objectives of the Paris Agreement on climate change and to support the UK’s transition to a climate-resilient, net zero economy. Santander UK's current climate change strategy focuses on three main areas to achieve Banco Santander's ambition to reach net zero emissions by 2050: 1. Managing climate risks by integrating climate considerations into risk management frameworks, screening and stress testing our portfolio for climate related financial risks, and setting risk appetites to help steer our portfolio in line with the Paris Agreement, 2. Supporting our customers’ transition by developing products and services that promote a reduction in CO2 emissions, and 3. Reducing emissions in our operations and supply chain by focusing on continuous improvement in our operations, and environmental and energy management systems in accordance with ISO14001 and 15001, promoting responsible procurement practices and employee engagement. Santander UK's current climate change strategy and its view of the risks associated with climate change and the transition to a low carbon economy are reflected in its critical judgements and accounting estimates, although climate change risk did not have a significant impact at 31 December 2022 and 2021, consistent with management's assessment that climate change and the transition to a low carbon economy are not currently expected to have a meaningful impact on the viability of the Santander UK group in the medium term. At 31 December 2022 and 2021, management specifically considered the potential impact of climate change and the transition to a low carbon economy on: –Loans and advances to customers (see Note 13 and the credit risk section of the Risk review). Some climate change risks arise due to the requirements of IFRS 9 and others relate to specific portfolios and sectors: 5 years,For Mortgages in Retail Banking and Commercial Real Estate lending in Corporate & Commercial Banking, the value of property collateral might be affected by physical impacts related to the frequency and scale of extreme weather events, such as flood and subsidence risk, or changing environmental performance standards for property. –For automotive loans in Consumer Finance, the residual value of automotive vehicles might be impacted by diesel obsolescence and the transition to electric vehicles. –For corporate lending in Corporate & Commercial Banking, certain sectors give rise to fossil fuel exposures, such as Oil & Gas, Mining & Extraction and Power Generation. –Goodwill impairment assessment (see Note 20). Estimates underpinning the determination of whether or not goodwill balances are impaired are partly based on forecast business performance beyond the time horizon for management's detailed plans. Future changes to Santander UK's climate change strategy may impact Santander UK's critical judgements and accounting estimates and result in material changes to financial results and the carrying values of certain assets and liabilities in future reporting periods. Recent accounting developments Disclosure of Accounting Policies – Amendments to IAS 1 and IFRS Practice Statement 2 In February 2021, the IASB amended IAS 1 Presentation of Financial Statements to require entities to disclose their material rather than their significant accounting policies. To support this amendment, the IASB also amended IFRS Practice Statement 2 Making Materiality Judgements to provide guidance on how to apply the concept of materiality. The amendments are effective for annual periods beginning on or after 1 January 2023 with earlier application permitted. The amendments have been applied in preparing these financial statements and, consequently, only material accounting policy information is disclosed. Future accounting developments At 31 December 2022, for the Santander UK group, there were no other significant new or revised standards and interpretations, and amendments thereto, which have been issued but which are not yet effective, or which have otherwise not been early adopted where permitted. 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. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 137 Material accounting policy information The following material accounting policies have been applied in preparing these financial statements. For material accounting policies which involve the application of judgements or accounting estimates that are determined to be critical to the preparation of these financial statements see 'Critical judgements and accounting estimates'. Consolidation The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by it and its subsidiaries. The acquisition method of accounting is used to account for the acquisition of subsidiaries which meet the definition of a business. Business combinations between entities under common control (i.e. fellow subsidiaries of Banco Santander SA, the ultimate parent) are outside the scope of IFRS 3 – ‘Business Combinations’, and there is no other guidance for such transactions under IFRS. The Santander UK group elects to account for 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 combination and not restating comparatives. Reorganisations of entities within the Santander UK group are also accounted for at their book values. Credit protection entities established as part of significant risk transfer (SRT) transactions are not consolidated by the Santander UK group in cases where third party investors have the exposure, or rights, to all of the variability of returns from the performance of the entities. Revenue recognition a) Interest income and expense Interest and similar income comprise interest income on financial assets measured at amortised cost, investments in debt instruments measured at FVOCI and interest income on hedging derivatives. Interest expense and similar charges comprises interest expense on financial liabilities measured at amortised cost, and interest expense on hedging derivatives. Interest income on financial assets measured at amortised cost, investments in debt instruments measured at FVOCI and interest expense on financial liabilities other than those at fair value through profit or loss (FVTPL) is determined using the effective interest rate method. Interest income is calculated by applying the effective interest rate to the gross carrying amount of financial assets, except for financial assets that have subsequently become credit-impaired (i.e. Stage 3), for which interest revenue is calculated by applying the effective interest rate to their amortised cost (i.e. net of the ECL provision). For more information on stage allocations of credit risk exposures, see ‘Significant increase in credit risk’ in the ‘Santander UK group level – credit risk management’ section of the Risk review. 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 performed. Most fee and commission income is recognised at a point in time. Certain commitment, upfront and management fees are recognised over time but are not material. 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. For insurance products, fee and commission income consists principally of commissions and profit share arising from the sale of building and contents insurance and life protection insurance. Commissions arising from the sale of buildings and contents insurance are recognised over the period of insurance cover, adjusted to take account of cancelled policies. Profit share income from the sale of buildings and contents insurance which is not subject to any adjustment is recognised when the profit share income is earned. Commissions and profit share arising from the sale of life protection insurance is subject to adjustment for cancellations of policies within 3 years from inception. Fee and commission income which forms an integral part of the effective interest rate of a financial instrument (for example certain loan commitment fees) is recognised as an adjustment to the effective interest rate and recorded in ‘Interest income’. c) Other operating income Other operating income includes all gains and losses from changes in the fair value of financial assets and liabilities held at fair value through profit or loss (comprising financial assets and liabilities held for trading, trading derivatives and other financial assets and liabilities at 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 other operating income. Other operating income also includes income from operating lease assets, and profits and losses arising on the sales of property, plant and equipment and subsidiary undertakings. Defined benefit pension schemes (see 'Critical judgements and accounting estimates') 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. Pension costs are charged to ‘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. 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 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. 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 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 life expectancy, inflation, discount rates, pension increases and earnings growth, based on past 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. 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 subsidiary (including awards granted under the Long-Term Incentive Plan and the Deferred Shares Bonus Plan) to satisfy share options or awards as they vest. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 138 Options granted under the Employee Sharesave scheme and awards granted under the Transformation Incentive Plan 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. 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. Goodwill and other intangible assets (for goodwill see 'Critical judgements and accounting estimates') 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 share of the identifiable net assets of the acquired subsidiary, or business at the date of acquisition. Goodwill on the acquisition of subsidiaries and businesses is included in intangible assets. Goodwill is tested for impairment annually, 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 contractual or other legal rights or if they are capable of being separated or divided from Santander UK and sold, transferred, licensed, rented or exchanged. The value of such intangible assets, where they are available for use, is amortised on a straight-line basis over their useful economic life of three to seven years and the assets are reviewed annually for impairment indicators and tested for impairment where indicators are present. Other intangible assets that are not yet available for use are tested for impairment annually or more frequently when events or changes in circumstances dictate. 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 those products can be measured reliably. These costs include payroll, materials, 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 of maintaining software 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 also includes operating leases where the Santander UK group is the lessor and right-of-use assets where the Santander UK group is the lessee. 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 where the software is an integral part of the related computer hardware (for example 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 Right-of-use assets Shorter of the lease term or the useful life of the underlying asset Operating lease assets - vehicles 2 to 4 years Depreciation is not charged on freehold land and assets under construction. Depreciation of operating lease assets where the Santander UK group is the lessor is described in 'Leases' below. Financial instruments (for impairment of debt instrument financial assets see' Critical judgements and accounting estimates: Credit impairment losses') a) Initial recognition and measurement 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 and measures a financial asset or financial liability at its fair value plus or minus, in the case of a financial asset or financial liability not at FVTPL, transaction costs that are incremental and directly attributable to the acquisition or issue of the financial asset or financial liability. Transaction costs of financial assets and financial liabilities carried at FVTPL are expensed in profit or loss. Immediately after initial recognition, an expected credit loss (ECL) allowance is recognised for financial assets measured at amortised cost and investments in debt instruments measured at FVOCI. 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 marketplace concerned. Regular way purchases of financial assets classified as loans and advances, and issues of equity or financial liabilities measured at amortised cost are recognised on settlement date, being the date when the Santander UK group becomes a party to the contractual terms of the instrument; all other regular way purchases and issues are recognised on trade date. b) Financial assets and liabilities i) Classification and subsequent measurement The Santander UK group classifies its financial assets in the measurement categories of amortised cost, FVOCI and FVTPL. Financial assets and financial liabilities are classified as FVTPL where there is a requirement to do so or where they are otherwise designated at FVTPL on initial recognition. Financial assets and financial liabilities which are required to be held at FVTPL include: –Financial assets and financial liabilities held for trading. –Debt instruments that do not have solely payments of principal and interest (SPPI) characteristics. Otherwise, such instruments are measured at amortised cost or FVOCI, and –Equity instruments that have not been designated as held at FVOCI. 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. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 139 In certain circumstances, other financial assets and financial liabilities are designated at FVTPL where this results in more relevant information. This may arise 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 and liabilities are managed and their performance evaluated on a fair value basis or, in the case of financial liabilities, where it contains one or more embedded derivatives which are not closely related to the host contract. The classification and measurement requirements for financial asset debt and equity instruments and financial liabilities are set out below. Financial assets: debt instruments Debt instruments are those instruments that meet the definition of a financial liability from the issuer’s perspective, such as loans and government and corporate bonds. Classification and subsequent measurement of debt instruments depend on the Santander UK group’s business model for managing the asset, and the cash flow characteristics of the asset. Business model The business model reflects how the Santander UK group manages the assets in order to generate cash flows and, specifically, whether the Santander UK group’s objective is solely to collect the contractual cash flows from the assets or is to collect both the contractual cash flows and cash flows arising from the sale of the assets. If neither of these is applicable, such as where the financial assets are held for trading purposes, then the financial assets are classified as part of an ‘other’ business model and measured at FVTPL. Factors considered in determining the business model for a group of assets include past experience on how the cash flows for these assets were collected, how the assets’ performance is evaluated and reported to key management personnel, and how risks are assessed and managed. SPPI Where the business model is to hold assets to collect contractual cash flows or to collect contractual cash flows and sell, the Santander UK group assesses whether the assets’ cash flows represent SPPI. In making this assessment, the Santander UK group considers whether the contractual cash flows are consistent with a basic lending arrangement (i.e. interest includes only consideration for the time value of money, credit risk, other basic lending risks and a profit margin that is consistent with a basic lending arrangement). Where the contractual terms introduce exposure to risk or volatility that is inconsistent with a basic lending arrangement, the related asset is classified and measured at FVTPL. Financial assets with embedded derivatives are considered in their entirety when determining whether their cash flows are SPPI. Based on these factors, the Santander UK group classifies its debt instruments into one of the following measurement categories: –Amortised cost – Financial assets that are held for collection of contractual cash flows where those cash flows represent SPPI, and that are not designated at FVTPL, are measured at amortised cost. The carrying amount of these assets is adjusted by any ECL recognised and measured as presented in Note 13. Interest income from these financial assets is included in ‘Interest and similar income’ using the effective interest rate method. When estimates of future cash flows are revised, the carrying amount of the respective financial assets or financial liabilities is adjusted to reflect the new estimate discounted using the original effective interest rate. Any changes are recognised in the income statement. –FVOCI – Financial assets that are held for collection of contractual cash flows and for selling the assets, where the assets’ cash flows represent SPPI, and that are not designated at FVTPL, are measured at FVOCI. Movements in the carrying amount are recognised in OCI, except for the recognition of impairment gains or losses, interest revenue and foreign exchange gains and losses on the instrument’s amortised cost which are recognised in profit or loss. When the financial asset is derecognised, the cumulative gain or loss previously recognised in OCI is reclassified from equity to profit or loss and recognised in ‘Other operating income’. Interest income from these financial assets is included in ‘Interest and similar income’ using the effective interest rate method. –FVTPL – Financial assets that do not meet the criteria for amortised cost or FVOCI are measured at FVTPL. A gain or loss on a debt instrument that is subsequently measured at FVTPL, including any debt instruments designated at fair value, is recognised in profit or loss and presented in the income statement in ‘Other operating income’ in the period in which it arises. The Santander UK group reclassifies financial assets when and only when its business model for managing those assets changes. The reclassification takes place from the start of the first reporting period following the change. Such changes are expected to be very infrequent. Financial assets: equity instruments Equity instruments are instruments that meet the definition of equity from the issuer’s perspective, being instruments that do not contain a contractual obligation to pay cash and that evidence a residual interest in the issuer’s net assets. All equity investments are subsequently measured at FVTPL, except where management has elected, at initial recognition, to irrevocably designate an equity investment at FVOCI. When this election is used, fair value gains and losses are recognised in OCI and are not subsequently reclassified to profit or loss, including on disposal. ECLs (and reversal of ECLs) are not reported separately from other changes in fair value. Dividends, when representing a return on such investments, continue to be recognised in profit or loss as other income when the right to receive payments is established. Gains and losses on equity investments at FVTPL are included in ‘Other operating income’ in the income statement. Financial liabilities Financial liabilities are classified as subsequently measured at amortised cost, except for: –Financial liabilities at FVTPL: this classification is applied to derivatives and other financial liabilities designated as such at initial recognition. Gains or losses on financial liabilities designated at FVTPL are presented partially in other comprehensive income (the amount of change in the fair value of the financial liability that is attributable to changes in the credit risk of that liability) and partially in profit or loss (the remaining amount of change in the fair value of the liability) –Financial liabilities arising from the transfer of financial assets which did not qualify for derecognition, whereby a financial liability is recognised for the consideration received for the transfer. In subsequent periods, the Santander UK group recognises any expense incurred on the financial liability, and –Financial guarantee contracts and loan commitments. 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 derivatives. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 140 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 in 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. 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 an offsetting transaction is entered into. ii) Impairment of debt instrument financial assets The Santander UK group assesses on a forward-looking basis the ECL associated with its debt instrument assets carried at amortised cost and FVOCI and with the exposure arising from financial guarantee contracts and loan commitments. The Santander UK group recognises a loss allowance for such losses at each reporting date. The measurement of ECL reflects: –An unbiased and probability-weighted amount that is determined by evaluating a range of possible outcomes. –The time value of money, and –Reasonable and supportable information that is available without undue cost or effort at the reporting date about past events, current conditions and forecasts of future economic conditions. Grouping of instruments for losses measured on a collective basis We typically group instruments and assess them for impairment collectively where they share risk characteristics (as described in the Credit risk section of the Risk review) using one or more statistical models. Where we have used internal capital or similar models as the basis for our ECL models, this typically results in a large number of relatively small homogenous groups which are determined by the permutations of the underlying characteristics in the statistical models. We calculate separate collective provisions for instruments in Stages 1, 2 and 3 where the instrument is not individually assessed, as described below. Individually assessed impairments (IAIs) We assess significant Stage 3 cases individually. We do this for Corporate & Commercial Banking cases, but not for Business Banking cases in Retail Banking which we assess collectively. To calculate the estimated loss, we estimate the future cash flows under several scenarios each of which uses case-specific factors and circumstances. We then probability-weight the net present value of the cash flows under each scenario to arrive at a weighted average provision requirement. We update our assessment process every quarter and more frequently if there are changes in circumstances that might affect the scenarios, cash flows or probabilities we apply. For more on how ECL is calculated, see the Credit risk section of the Risk review. –Write-off For secured loans, a write-off is only made when all collection procedures have been exhausted and the security has been sold and/or a claim made on any mortgage indemnity guarantee or other insurance. In the corporate loan portfolio, there may be occasions where a write-off occurs for other reasons, such as 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 its face value. 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. Where appropriate the debt is passed over to external collection agencies. A past due threshold is applied to unsecured debt where accounts that are 180 days past due are written off unless there is a dispute awaiting resolution. Contact is made with customers with the aim to achieve a realistic and sustainable repayment arrangement. Litigation and/or enforcement of security is usually carried out only when the steps described above have been undertaken without success. All write-offs are assessed / made 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 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 loss allowances. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 141 –Recoveries Recoveries of credit impairment charges are not included in the impairment loss allowance but are taken to income and offset against credit impairment charges. Recoveries of credit impairment charges are classified in the income statement as ‘Credit impairment charges’. iii) Modifications of financial assets The treatment of a renegotiation or modification of the contractual cash flows of a financial asset normally depends upon whether the renegotiation or modification is due to financial difficulties of the borrower or for other commercial reasons. –Contractual modifications due to financial difficulties of the borrower: where the Santander UK group modifies the contractual conditions to enable the borrower to fulfil their payment obligations, the asset is not derecognised. The gross carrying amount of the financial asset is recalculated as the present value of the renegotiated/modified contractual cash flows that are discounted at the financial asset’s original EIR and any gain or loss arising from the modification is recognised in the income statement. –Contractual modifications for other commercial reasons: an assessment is performed to determine whether the terms of the new agreement are substantially different from the terms of the existing agreement, after considering changes in the cash flows arising from the modified terms and the overall instrument risk profile. Where terms are substantially different, such modifications are treated as a new transaction resulting in derecognition of the original financial asset, and the recognition of a ‘new’ financial asset with any difference between the carrying amount of the derecognised asset and the fair value of the new asset is recognised in the income statement as a gain or loss on derecognition. Where terms are not substantially different, the carrying value of the financial asset is adjusted to reflect the present value of modified cash flows discounted at the original EIR with any gain or loss arising from modification recognised immediately in the income statement. Any other contractual modifications, such as where a regulatory authority imposes a change in certain contractual terms or due to legal reasons, are assessed on a case-by-case basis to establish whether or not the financial asset should be derecognised. For IBOR reform see Note 41. iv) Derecognition other than on a modification 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. c) Financial guarantee contracts and loan commitments 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. Such financial guarantees are given to banks, financial institutions and others on behalf of customers to secure loans, overdrafts and other banking facilities. Financial guarantee contracts are initially measured at fair value and subsequently measured at the higher of the amount of the loss allowance, and the premium received on initial recognition less income recognised in accordance with the principles of IFRS 15. Loan commitments are measured as the amount of the loss allowance (determined in accordance with IFRS 9 as described in Credit risk section of the Risk review). The Santander UK group has not provided any commitment to provide loans at a below-market interest rate, or that can be settled net in cash or by delivering or issuing another financial instrument. For financial guarantee contracts and loan commitments, the loss allowance is recognised as a provision and charged to credit impairment charges in the income statement. The loss allowance in respect of revolving facilities is classified in loans and advances to customers to the extent of any drawn balances. The loss allowance in respect of undrawn amounts is classified in provisions. When amounts are drawn, any related loss allowance is transferred from provisions to loans and advances to customers. Derivative financial instruments (derivatives) 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 risk management purposes. Derivatives are classified as held for trading unless they are designated as being in a hedge accounting relationship. The Santander UK group chooses to designate certain derivatives as in a hedging relationship if they meet specific criteria, as further described in ‘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 estimated using valuation techniques, including discounted cash flow and option pricing models. Certain derivatives may be embedded in hybrid contracts. If the hybrid contract contains a host that is a financial asset, then the Santander UK group assesses the entire contract as described in the financial asset section above for classification and measurement purposes. Otherwise, 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. Gains and losses from changes in the fair value of derivatives held for trading are recognised in the income statement and included in Other operating income. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 142 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 and exchange rates. 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 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 other operating income. If the hedge no longer meets the criteria for hedge accounting, changes in the fair value of the hedged item attributable to the hedged risk are no longer recognised in the income statement. For fair value hedges of interest rate risk, the cumulative adjustment that has been made to the carrying amount of the hedged item is amortised to the income statement using the effective interest method over the period to maturity. For portfolio hedged items, the cumulative adjustment is amortised to the income statement using the straight-line method over the period to maturity. b) Cash flow hedge accounting The effective portion of changes in the fair value of qualifying cash flow hedges is recognised in other comprehensive income in the cash flow hedging reserve. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are reclassified to the income statement in the periods in which the hedged item affects profit or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gain or loss existing in equity at that time remains in equity and is recognised in the income statement when the forecast transaction is ultimately recognised in the income statement. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was reported in equity is immediately transferred to the income statement. The Santander UK group is exposed to cash flow interest rate risk on its floating rate assets, foreign currency risk on its fixed rate debt issuances denominated in foreign currency and equity price risk arises from the Santander UK group operating the Employee Sharesave scheme. Cash flow hedging is used to hedge the variability in cash flows arising from these risks. Securitisation transactions The Santander UK group has entered into 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. The Santander UK group has also entered into synthetic securitisation arrangements, as part of significant risk transfer (SRT) transactions to reduce its risk-weighted assets, where undertakings have issued credit-linked notes and deposited the funds raised as collateral for credit protection in respect of 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, or in the case of SRT transactions, collateral deposited. Impairment of non-financial assets (for goodwill see 'Critical judgements and accounting estimates') 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 value 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, are 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 (after making allowance for increases in regulatory capital requirements), 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. For conducting goodwill impairment reviews, cash generating units are the lowest level at which management monitors the return on investment on assets. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 143 Leases (as lessor) Operating lease assets are recorded at cost and the difference between cost and residual value (RV) is depreciated over the life of the asset. Operating lease rental income and depreciation is recognised on a straight-line basis over the life of the asset. After initial recognition, residual values are reviewed regularly, and any changes are recognised prospectively through remaining depreciation charges. 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 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. A provision is recognised to reflect a reduction in any anticipated unguaranteed RV. A provision is also recognised for voluntary termination of the contract by the customer, where appropriate. Income taxes, including deferred taxes The tax expense represents the sum of the income tax currently payable and deferred income tax. 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 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 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. Cash and cash equivalents Following a decision by the IFRS Interpretations Committee in April 2022, Santander UK updated its accounting policy to exclude from cash and cash equivalents Reserves Collateralisation Accounts (RCAs) balances held at the Bank of England relating to Santander UK’s participation in certain payments schemes. Instead, RCAs balances are classified as restricted balances and included within 'change in operating assets' in the cash flow statement. Prior periods have been restated see Note34. 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, reverse repurchase agreements and short-term investments in securities. Balances with central banks represent amounts held at the Bank of England as part of the Santander UK group’s liquidity management activities. It includes certain minimum cash ratio deposits held for regulatory purposes and reserves collateralised accounts in respect of Santander UK’s participation in certain payments schemes which are required to be maintained with the Bank of England and are restricted balances. Provisions and contingent liabilities (see 'Critical judgements and accounting estimates') 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. Customer remediation provisions are made for the estimated cost of making redress payments with respect to the past sales of products, using conclusions such as the number of claims 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. Loan commitments are measured as the amount of the loss allowance, determined in line with IFRS 9 as set out in the Credit risk section of the Risk review. 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. Critical judgements and accounting estimates The preparation of Santander UK's consolidated financial statements in accordance with IFRS requires management to make judgements, estimates and assumptions in applying the accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Due to the inherent uncertainty in making estimates, actual results reported in future periods may be based on 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. There has been no change in the inherent sensitivity of the areas of judgement in the period. Management have considered the impact of developments in principal risks and uncertainties, as set out in the Risk review, on critical judgements and accounting estimates. The significant judgements, apart from those involving estimation, made by management in applying Santander UK's accounting policies in these financial statements (key judgements) and the key sources of estimation uncertainty that may have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year (key estimates), which together are considered critical to Santander UK's results and financial position, are as follows: a) Credit impairment charges The application of the ECL impairment methodology for calculating credit impairment allowances is highly susceptible to change from period to period. The methodology requires management to make judgmental assumptions in determining the estimates. Any significant difference between the estimated amounts and actual amounts could have a material impact on the future financial results and financial condition. The impact of the cost of living crisis has increased the uncertainty around ECL impairment calculations and has required management to make additional judgements and accounting estimates that affect the amount of assets and liabilities at the reporting date and the amount of income and expenses in the reporting period. The key additional judgements due to the impact of the cost of living crisis mainly reflect the increased uncertainty around forward-looking economic data and the need for additional judgemental adjustments. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 144 Key judgements –Determining an appropriate definition of default –Establishing the criteria for a significant increase in credit risk (SICR) and, for corporate borrowers, internal credit risk rating –Determining the need for any judgemental adjustments –Determining the need to assess corporate Stage 3 exposures individually Key estimates –Forward-looking multiple economic scenario assumptions –Probability weights assigned to multiple economic scenarios For more on each of these key judgements and estimates, see 'Critical judgements and accounting estimates applied in calculating ECL' in the ‘Credit risk – credit risk management’ section of the Risk review. Sensitivity of ECL allowance For detailed disclosures, see 'Sensitivity of ECL allowance' in the ‘Credit risk – credit risk management’ section of the Risk review. b) Provisions and contingent liabilities Key judgements –Determining whether a present obligation exists –Determining the likely outcome of future legal decisions Key estimates –Probability, timing, nature and amount of any outflows that may arise from past events Included in Litigation and other regulatory provisions in Note 29 are amounts in respect of management’s best estimates of liability relating to a legal dispute regarding allocation of responsibility for a specific PPI portfolio of complaints, and Plevin related litigation. Note 31 provides disclosure relating to ongoing factual issues and reviews that could impact the timing and amount of any outflows. Note 31 includes disclosure relating to an investigation in relation to the historical involvement of Santander UK plc, Santander Financial Services plc and Cater Allen International Limited (all subsidiaries of Santander UK Group Holdings plc) in German dividend tax arbitrage transactions. These judgements are based on the specific facts available and often require specialist professional advice. There can be a wide range of possible outcomes and uncertainties, particularly in relation to legal actions, and regulatory and consumer credit matters. As a result, it is often not possible to make reliable estimates of the likelihood and amount of any potential outflows, or to calculate any resulting sensitivities. For more on these key judgements and estimates, see Notes 29 and 31. c) Defined benefit pension schemes The Santander UK group operates a number of defined benefit pension schemes as described in Note 30 and estimates their position as described in the accounting policy ‘Pensions and other post retirement benefits’. Key judgements –Setting the criteria for constructing the corporate bond yield curve used to determine the discount rate –Determining the methodology for setting the inflation assumption Key estimates –Discount rate applied to future cash flows –Rate of price inflation –Expected lifetime of the schemes' members –Valuation of pension fund assets whose values are not based on market observable data For more on each of these key judgements and estimates, see Note 30. Sensitivity of defined benefit pension scheme estimates For detailed disclosures, see ‘Actuarial assumption sensitivities’ in Note 30. The Scheme is invested in certain assets whose values are not based on market observable data, such as investments in private equity funds and property. Due diligence has been conducted to ensure the values obtained in respect of these assets are appropriate and represent fair value. Given the nature of these investments, we are unable to prepare sensitivities on how their values could vary as market conditions or other variables change. d) Goodwill The carrying amount of goodwill is based on the application of judgements including the basis of goodwill impairment calculation assumptions. Santander UK undertakes an annual assessment to evaluate whether the carrying amount of goodwill is impaired, carrying out this assessment more frequently if reviews identify indicators of impairment or when events or changes in circumstances dictate. Key judgements: –Determining the basis of goodwill impairment testing methodology, including the need for planning assumptions and internal capital allocations Key estimates: –Forecast cash flows for cash generating units, including estimated allocations of regulatory capital –Growth rate beyond initial cash flow projections –Discount rates which factor in risk-free rates and applicable risk premiums All of these variables are subject to fluctuations in external market rates and economic conditions beyond management’s control For more on each of these key judgements and estimates, see Note 20. Sensitivity of goodwill For detailed disclosures, see ‘Sensitivities of key assumptions in calculating VIU’ in Note 20. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 145 2. SEGMENTS Santander UK’s principal activity is financial services, mainly in the UK. The business is managed and reported on the basis of four segments, which are strategic business units that offer different products and services, have different customers and require different technology and marketing strategies. –Retail Banking consists of two business units, Homes and Everyday Banking. Homes provides prime UK mortgage lending to owner occupiers and buy-to-let landlords with small portfolios. Everyday Banking provides banking services and unsecured lending to individuals and small businesses as well alongside wealth management for high-net-worth clients. –Consumer Finance provides prime auto consumer financing for individuals, businesses, and automotive distribution networks. –Corporate & Commercial Banking provides banking products and services to SMEs, mid-sized and larger corporates, typically with annual turnovers of between £2m and £500m as well as to Local Authorities and Housing Associations. –Corporate Centre provides treasury services for asset and liability management of our balance sheet, as well as management of non-core and legacy portfolios. Retail Banking delivers products through our omni-channel presence comprising branches, ATMs, telephony, digital and intermediary channels. Consumer Finance business is primarily introduced by car dealerships acting as our intermediary along with a small amount of new business introduced via digital channels. Corporate and Commercial Banking expertise is provided by relationship managers, product specialists and through digital and telephony channels, and cover clients' needs both in the UK and overseas. In addition, Corporate and Investment Banking (CIB) provided services to corporate clients with an annual turnover of £500m and above. Santander UK transferred a significant part of the CIB business to the London branch of Banco Santander SA under a part VII banking business transfer scheme which completed on 11 October 2021. The residual parts of the business were wound down or transferred to other segments. In December 2022, we transferred £1.5bn (2021: £2.3bn; 2020: £3.2bn) of social housing loans, and £0.4bn of non-core Liabilities (2021: £0.9bn; 2020: £nil) to our CCB segment from Corporate Centre to reflect the way these assets are managed, and restated comparatives accordingly. This resulted in an increase in profit before tax in CCB of £2.9m (2021: decrease of £2.7m; 2020: decrease of £6.3m) and an equal but opposite impact in Corporate Centre. The segmental data is prepared on a statutory basis of accounting, in line with the accounting policies set out in Note 1. Transactions between segments are on normal commercial terms and conditions. Internal charges and internal UK transfer pricing adjustments are reflected in the results of each segment. Revenue sharing agreements are used to allocate external customer revenues to a 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 Santander UK’s cost of wholesale funding. Interest income and interest expense have not been reported separately. The majority of segment revenues are interest income in nature and net interest income is relied on primarily to assess segment performance and to make decisions on the allocation of segment resources. Results by segment For the years ended 31 December Retail Banking Consumer Finance Corporate & Commercial Banking Corporate Centre Total 2022 £m £m £m £m £m Net interest income / (expense) 3,671 180 580 (6) 4,425 Non-interest income / (expense) 209 195 146 (19) 531 Total operating income 3,880 375 726 (25) 4,956 Operating expenses before credit impairment (charges)/write-backs, provisions and charges (1,682) (144) (342) (175) (2,343) Credit impairment (charges)/write-backs (262) (27) (31) — (320) Provisions for other liabilities and charges (394) (6) (8) (11) (419) Total operating credit impairment (charges)/write-backs, provisions and charges (656) (33) (39) (11) (739) Profit/(loss) from continuing operations before tax 1,542 198 345 (211) 1,874 Revenue from external customers 4,109 513 732 (398) 4,956 Inter-segment revenue (229) (138) (6) 373 — Total operating income 3,880 375 726 (25) 4,956 Revenue from external customers includes the following fee and commission income:(1) –Current account and debit card fees 502 — 60 — 562 –Insurance, protection and investments 78 — — — 78 –Credit cards 95 — — — 95 –Non-banking and other fees(2) 2 20 77 5 104 Total fee and commission income 677 20 137 5 839 Fee and commission expense (478) (5) (18) (8) (509) Net fee and commission income/(expense) 199 15 119 (3) 330 Customer loans 191,836 5,384 18,518 — 215,738 Total assets(3) 200,872 10,371 18,518 55,452 285,213 Of which assets held for sale — — — 49 49 Customer deposits 161,748 — 24,798 3,365 189,911 Total liabilities 161,821 1,223 24,473 83,289 270,806 Average number of full-time equivalent staff 15,212 531 2,336 44 18,123 (1)The disaggregation of fees and commission income as shown above is not included in reports provided to the chief operating decision maker but is provided to show the split by reportable segments. (2)Non-banking and other fees include mortgages (except mortgage account fees), consumer finance, commitment commission, asset finance, invoice finance and trade finance. (3)Includes customer loans, net of credit impairment charge allowances. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 146 Retail Banking Consumer Finance Corporate & Commercial Banking Corporate & Investment Banking Corporate Centre Total 2021 £m £m £m £m £m £m Net interest income/(expense) 3,356 233 397 — (37) 3,949 Non-interest income 205 178 112 — 55 550 Total operating income 3,561 411 509 — 18 4,499 Operating expenses before credit impairment (charges)/write-backs, provisions and charges (1,701) (163) (365) — (281) (2,510) Credit impairment (charges)/write-backs 98 33 90 — 12 233 Provisions for other liabilities and charges (185) 4 (34) — (162) (377) Total operating credit impairment (charges)/write-backs, provisions and charges (87) 37 56 — (150) (144) Profit/(loss) from continuing operations before tax 1,773 285 200 — (413) 1,845 Revenue from external customers 4,010 489 619 — (619) 4,499 Inter-segment revenue (449) (78) (110) — 637 — Total operating income/(expense) 3,561 411 509 — 18 4,499 Revenue from external customers includes the following fee and commission income:(1) –Current account and debit card fees 428 — 50 — — 478 –Insurance, protection and investments 67 — — — — 67 –Credit cards 73 — — — — 73 –Non-banking and other fees(2) 2 10 62 — 5 79 Total fee and commission income 570 10 112 — 5 697 Fee and commission expense (380) — (22) — (9) (411) Net fee and commission income 190 10 90 — (4) 286 Customer loans 183,023 4,984 19,281 — — 207,288 Total assets(3) 190,629 8,873 19,281 — 68,315 287,098 Customer deposits 156,991 — 26,466 — 2,758 186,215 Total liabilities 157,622 1,173 26,513 — 85,688 270,996 Average number of full-time equivalent staff 16,149 670 2,281 528 76 19,704 2020 Net interest income 2,753 264 355 — 16 3,388 Non-interest income 245 127 96 — (4) 464 Total operating income 2,998 391 451 — 12 3,852 Operating expenses before credit impairment (charges)/write-backs, provisions and charges (1,792) (166) (324) — (108) (2,390) Credit impairment (charges)/write-backs (264) (44) (294) — (36) (638) Provisions for other liabilities and charges (157) (8) (6) — (93) (264) Total operating credit impairment (charges)/write-backs, provisions and charges (421) (52) (300) — (129) (902) Profit/(loss) from continuing operations before tax 785 173 (173) (225) 560 Revenue from external customers 3,669 501 608 — (926) 3,852 Inter-segment revenue (671) (110) (157) — 938 — Total operating income 2,998 391 451 — 12 3,852 Revenue from external customers includes the following fee and commission income:(1) –Current account and debit card fees 442 — 42 — — 484 –Insurance, protection and investments 65 — — — — 65 –Credit card fees 66 — — — — 66 –Non-banking and other fees(2) 3 10 50 — 2 65 Total fee and commission income 576 10 92 — 2 680 Fee and commission expense (335) — (22) — (4) (361) Net fee and commission income 241 10 70 — (2) 319 Customer loans 175,380 8,025 20,822 2,784 0 207,011 Total assets(3) 183,154 11,143 20,820 2,784 74,431 292,332 Customer deposits 152,167 — 24,985 6,506 2,049 185,707 Total liabilities 152,687 2,397 25,011 6,517 89,784 276,396 Average number of full-time equivalent staff 18,198 640 2,405 716 39 21,998 (1)The disaggregation of fees and commission income as shown above is not included in reports provided to the chief operating decision maker but is provided to show the split by reportable segments. (2)Non-banking and other fees include mortgages (except mortgage account fees), consumer finance, commitment commission, asset finance, invoice finance and trade finance. (3)Includes customer loans, net of credit impairment charge allowances. (4)CIB results presented as discontinued operations. See Note42. The main differences between Customer loans and Loans and advances to customers (Note 13) are balances in Corporate Centre held for liquidity purposes. The main differences between Customer deposits and Deposits by customers (Note 23) are equity-linked deposits and intercompany deposits. Geographical information is not provided, as substantially all of Santander UK’s activities are in the UK. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 147 3. NET INTEREST INCOME Group 2022 2021 2020 £m £m £m Interest and similar income: Loans and advances to customers 5,774 4,619 4,745 Loans and advances to banks 618 52 49 Reverse repurchase agreements – non trading 149 35 118 Other 167 56 119 Total interest and similar income(1) 6,708 4,762 5,031 Interest expense and similar charges: Deposits by customers (905) (430) (1,011) Deposits by banks (496) (25) (28) Repurchase agreements – non trading (120) (3) (43) Debt securities in issue (650) (252) (440) Subordinated liabilities (108) (92) (111) Other (4) (11) (10) Total interest expense and similar charges(2) (2,283) (813) (1,643) Net interest income 4,425 3,949 3,388 (1)Includes £87m (2021: £22m, 2020: £38m) of interest income on financial assets at FVOCI. (2)Includes £6m (2021: £317m, 2020: £451m) of interest expense on derivatives hedging debt issuances and £3m (2021: £3m, 2020, £3m) of interest expense on lease liabilities. 4. NET FEE AND COMMISSION INCOME Group 2022 2021 2020 £m £m £m Fee and commission income: Current account and debit card fees 562 478 484 Insurance, protection and investments 78 67 65 Credit cards 95 73 66 Non-banking and other fees(1) 104 79 65 Total fee and commission income 839 697 680 Total fee and commission expense (509) (411) (361) Net fee and commission income 330 286 319 (1) Non-banking and other fees include mortgages (except mortgage account fees), consumer finance, commitment commission, asset finance, invoice finance and trade finance. 5. OTHER OPERATING INCOME Group 2022 2021 2020 £m £m £m Net gains/(losses) on financial instruments designated at fair value through profit or loss 62 (24) (77) Net (losses)/gains on financial instruments mandatorily at fair value through profit or loss (75) (2) 46 Hedge ineffectiveness 29 13 20 Net profit on sale of financial assets at fair value through other comprehensive income — 6 17 Income from operating lease assets 129 136 126 Other 56 135 13 201 264 145 Assets and liabilities held at FVTPL, including derivatives, are mainly used to provide customers with risk management solutions, and to manage and hedge the Santander UK group’s own risks, and do not give rise to significant overall net gains/(losses) in the income statement. 'Net gains on financial instruments mandatorily at FVTPL' includes fair value gains of £14m (2021: losses of £15m, 2020: gains of £89m) 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, the results of which are also included in this line item and amounted to losses of £14m (2021: gains of £15m, 2020: losses of £88m). As a result, the net fair value movements recognised on the equity index-linked deposits and the related economic hedges were net gains of £nil (2021: £nil, 2020: £1m). Exchange rate differences recognised in the Consolidated Income Statement on items not at FVTPL were £2,163m expense (2021: £242m income, 2020: £751m expense) and are presented in the line ‘Other'. These are principally offset by related releases from the cash flow hedge reserve of £2,129m income (2021: £358m expense, 2020: £809m income) as set out in the Consolidated Statement of Comprehensive Income, which are also presented in 'Other’. Exchange rate differences on items measured at FVTPL are included in the line items relating to changes in fair value. In 2022, the Santander UK group repurchased certain debt securities and subordinated liabilities as part of ongoing liability management exercises, resulting in a loss of £5m (2021 loss of £1m, 2020: loss of £24m). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 148 In 2022, other includes £7m of losses on the sale of property under our transformation programme. In 2021, other includes £73m of property gains from the sale of our London head office and branch properties. 6. OPERATING EXPENSES BEFORE CREDIT IMPAIRMENT CHARGES, PROVISIONS AND CHARGES For the years ended 31 December Group Company 2022 2021 2020 2022 2021 2020 £m £m £m £m £m £m Staff costs: Wages and salaries 745 745 788 683 577 601 Performance-related payments 170 183 97 160 159 80 Social security costs 112 112 101 102 89 80 Pensions costs: – defined contribution plans 60 64 66 54 49 50 –defined benefit plans 28 38 38 25 29 26 Other share-based payments — — — — — — Other personnel costs 44 41 33 42 38 30 1,159 1,183 1,123 1,066 941 867 Other administration expenses 888 826 706 882 977 880 Depreciation, amortisation and impairment 296 501 561 219 373 453 Total 2,343 2,510 2,390 2,167 2,291 2,200 Staff costs ’Performance-related payments’ include bonuses paid in cash and share awards granted under the arrangements described in Note 36. Included in this are equity- settled share-based payments, none of which related to option-based schemes. These are disclosed in the table below as ‘Shares awards’. Performance-related payments above include amounts related to deferred performance awards as follows: Costs recognised in 2022 Costs expected to be recognised in 2023 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 £m £m £m £m £m £m Cash 3 5 8 6 8 14 Shares 3 5 8 6 8 14 6 10 16 12 16 28 The following table shows the amount of bonus awarded to employees for the performance year 2022. In the case of deferred cash and shares awards, the final amount paid to an employee is influenced by forfeiture provisions and any performance conditions to which the awards are subject. The deferred shares award amount is based on the fair value of the awards at the date of grant. Expenses charged in the year Expenses deferred to future periods Total 2022 2021 2022 2021 2022 2021 £m £m £m £m £m £m Cash award – not deferred 145 156 — — 145 156 –deferred 8 8 14 15 22 23 Shares award – not deferred 9 11 — — 9 11 –deferred 8 8 14 14 22 22 Total discretionary bonus 170 183 28 29 198 212 '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. For more, see Note 36. The average number of full-time equivalent staff was 18,123 (2021: 19,704, 2020: 21,998). For the Company, the average number of full-time equivalent staff was 16,830 (2021: 15,188, 2020: 16,530). Depreciation, amortisation and impairment In 2022, depreciation, amortisation and impairment included depreciation of £73m (2021: £81m, 2020: £92m) on operating lease assets (where the Santander UK group is the lessor) with a carrying amount of £577m at 31 December 2022 (2021: £595m, 2020: £542m). It also included depreciation of £19m (2021: £19m, 2020: £58m) on right-of-use assets with a carrying amount of £112m at 31 December 2022 (2021: £117m, 2020: £100m). 'Other administration expenses' includes £21m (2021: £23m, 2020: £10m) related to short-term leases. In 2022, 'Depreciation, amortisation and impairment' included an impairment charge of £10m (2021: £88m, 2020: £nil) associated with branch and head office site closures as part of the transformation programme. For more, see Note 21. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 149 For the Company, in 2022 impairment associated with branch and head office site closures as part of the transformation programme was £10m (2021: £63m, 2020: £nil). 7. AUDIT AND OTHER SERVICES Group 2022 2021 2020 £m £m £m Audit fees: Fees payable to the Company’s auditor and its associates for the audit of the Santander UK group’s annual accounts 11.8 11.2 10.0 Fees payable to the Company’s auditor and its associates for other services to the Santander UK group: – Audit of the Santander UK group's subsidiaries 0.7 0.9 1.4 Total audit fees(1) 12.5 12.1 11.4 Non-audit fees: Audit-related assurance services 0.6 0.8 0.8 Other assurance services 0.3 0.1 0.3 Other non-audit services — 0.2 — Total non-audit fees 0.9 1.1 1.1 (1) 2022 audit fees included £0.6m (2021: £1.2m, 2020: £0.8m) which related to the prior year. Audit-related assurance services mainly comprised services performed in connection with review of the financial information of the Company and reporting to the Company's UK regulators. Other assurance services mainly comprised services performed in support of various debt issuance programmes. Of the total non-audit fees, £0.2m (2021: £0.4m, 2020: £0.4m) accords with the definition of 'Audit Fees' per US Securities and Exchange Commission (SEC) guidance, £0.7m (2021: £0.7m, 2020: £0.7m) accords with the definition of 'Audit related fees' per that guidance and £0.0m (2021: £0.0m, 2020: £0.0m) accords with the definition of 'All other fees' per that guidance. In 2022, the Company’s auditors earned no fees (2021: £27,000, 2020: £24,000 fees) payable by entities outside the Santander UK group for the review of the financial position of corporate and other borrowers. In 2022, the Company's auditors earned £1.6m (2021: £1.4m, 2020: £1.5m), in relation to incremental work undertaken in support of the audit of Banco Santander SA. 8. CREDIT IMPAIRMENT CHARGES AND PROVISIONS For the years ended 31 December Group 2022 2021 2020 £m £m £m Credit impairment charges/(write-backs): Loans and advances to customers 248 (186) 665 Recoveries of loans and advances, net of collection costs 36 (17) (24) Off-balance sheet credit exposures (See Note 29) 36 (30) (3) 320 (233) 638 Provisions for other liabilities and charges (excluding off-balance sheet credit exposures) (See Note 29) 422 386 258 (Releases)/Provisions for residual value and voluntary termination (3) (9) 6 419 377 264 739 144 902 In 2022, 2021 and 2020 there were no material credit impairment charges on loans and advances to banks, non-trading reverse repurchase agreements, other financial assets at amortised cost and financial assets at FVOCI. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 150 9. TAXATION Group 2022 2021 2020 £m £m £m Current tax: UK corporation tax on profit for the year 526 401 107 Adjustments in respect of prior years (81) (24) (24) Total current tax 445 377 83 Deferred tax: (Credit)/Charge for the year (29) 100 34 Adjustments in respect of prior years 64 15 4 Total deferred tax 35 115 38 Tax on profit from continuing operations 480 492 121 The standard rate of UK corporation tax was 27% for banking entities and 19% for non-banking entities (2021: 27% for banking entities and 19% for non-banking entities; 2020: 27% for banking entities and 19% for non-banking entities). Tax for other jurisdictions is calculated at the rates prevailing in those jurisdictions. The Santander UK group’s effective tax rate for 2022 was 25.6% (2021: 26.7%, 2020: 21.6%). The tax on profit from continuing operations before tax differs from the theoretical amount that would arise using the basic corporation tax rate as follows: For the years ended 31 December Group 2022 2021 2020 £m £m £m Profit from continuing operations before tax 1,874 1,845 560 Tax calculated at a tax rate of 19% (2021: 19%, 2020: 19%) 356 351 106 Bank surcharge on profits 121 104 27 Non-deductible preference dividends paid 9 9 8 Non-deductible UK Bank Levy 13 14 19 Non-deductible conduct remediation, fines and penalties 48 6 (4) Other non-deductible costs and non-taxable income 29 37 25 Effect of change in tax rate on deferred tax provision (29) 9 6 Tax relief on dividends in respect of other equity instruments (40) (40) (40) Adjustment to prior year provisions (27) 2 (26) Tax on profit from continuing operations 480 492 121 The UK government announced in its budget on 3 March 2021 that it would increase the main rate of corporation tax by 6% to 25% with effect from 1 April 2023. This change was substantively enacted on 24 May 2021 and, as a result, the effect has been reflected in the closing deferred tax position included in these financial statements. The comparative 2020 results reflected an increase in tax rates by 2% following an announcement in the 2020 budget to reverse a previously planned rate reduction from April 2020. A reduction in the Bank Surcharge rate from 8% to 3% was announced in October 2021 to be effective from 1 April 2023. This change in rate was substantively enacted on 2 February 2022 and as a result, the effects of this change have been reflected in the closing balance sheet position for deferred tax. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 151 Current tax assets and liabilities Movements in current tax assets and liabilities during the year were as follows: Group Company 2022 2021 2022 2021 £m £m £m £m Assets 347 264 445 354 Liabilities — — — — At 1 January 347 264 445 354 Income statement charge (including discontinued operations) (445) (389) (243) (269) Other comprehensive income credit 159 33 — — Corporate income tax paid 405 427 353 360 Other movements 12 12 2 — 478 347 557 445 Assets 478 347 557 445 Liabilities — — — — At 31 December 478 347 557 445 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, the effects of movements in deferred tax, adjustments to prior period current tax provisions and current tax recognised directly in other comprehensive income. Santander UK proactively engages with HM Revenue & Customs to resolve tax matters relating to prior years. The accounting policy for recognising provisions for such matters are described in Note 1. It is not expected that there will be any material movement in such provisions within the next 12 months. Deferred tax The table below shows the deferred tax assets and liabilities including the movement in the deferred tax account during the year. Deferred tax balances are presented in the balance sheet after offsetting assets and liabilities where the Santander UK group and Company has the legal right to offset and intends to settle on a net basis. Group Fair value of financial instruments Pension remeasurement Cash flow hedges Fair value reserve Tax losses carried forward Accelerated tax depreciation Other temporary differences Total £m £m £m £m £m £m £m £m At 1 January 2022 (123) (508) (7) (12) 8 68 (5) (579) Income statement (charge)/credit 150 (49) — — (7) (33) (96) (35) Transfers/reclassifications — — 2 — (1) — (1) — Credited/(charged) to other comprehensive income — 267 310 11 — — (9) 579 At 31 December 2022 27 (290) 305 (1) — 35 (111) (35) At 1 January 2021 (65) (26) (99) (11) 15 38 37 (111) Income statement (charge)/credit (58) (67) — — (7) 40 (23) (115) Transfers/reclassifications — 4 (16) 1 — (10) (19) (40) Credited/(charged) to other comprehensive income — (419) 108 (2) — — — (313) At 31 December 2021 (123) (508) (7) (12) 8 68 (5) (579) Company Fair value of financial instruments Pension remeasurement Cash flow hedges Fair value reserve Tax losses carried forward Accelerated tax depreciation Other temporary differences Total £m £m £m £m £m £m £m £m At 1 January 2022 (121) (509) (5) (12) 5 45 (1) (598) Income statement (charge)/credit 184 (48) — — (5) (15) (25) 91 Transfers/reclassifications — — — — — — 1 1 Credited/(charged) to other comprehensive income — 267 313 11 — — (9) 582 At 31 December 2022 63 (290) 308 (1) — 30 (34) 76 At 1 January 2021 (101) (24) (99) (11) 12 11 (3) (215) Income statement (charge)/credit (20) (66) — — (7) 34 1 (58) Transfers/reclassifications — — — 1 — — 1 2 Credited/(charged) to other comprehensive income — (419) 94 (2) — — — (327) At 31 December 2021 (121) (509) (5) (12) 5 45 (1) (598) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 152 The deferred tax assets and liabilities above have been recognised in both the Company 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 three-year plan (described in Note 20) would not cause a reduction in the deferred tax assets recognised. At 31 December 2022, both the Santander UK group and the Company had a recognised deferred tax asset in respect of UK capital losses carried forward of £nil (2021: £5m ) included within tax losses carried forward. There are £nil unrecognised deferred tax assets on capital losses carried forward (2021: £nil). 10. DIVIDENDS ON ORDINARY SHARES Dividends on ordinary shares declared and paid in the year were as follows: Group and Company Group and Company 2022 2021 2020 2022 2021 2020 Pence per share Pence per share Pence per share £m £m £m In respect of current year – first interim 1.25 0.90 0.42 389 281 129 – second interim 2.01 3.47 — 625 1,077 — 3.26 4.37 0.42 1,014 1,358 129 In 2022 an interim dividend of £1,014m (2021: £1,358m, 2020: £129m) was paid on the Company's ordinary shares in issue, £300m of which was a special dividend. These were paid following review and approval by the Board in line with our dividend policy. 11. DERIVATIVE FINANCIAL INSTRUMENTS a) Use of derivatives Santander UK undertakes derivative activities primarily to provide customers with risk management solutions and to manage and hedge its own risks. These 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 transactions used to achieve this where necessary. When entering into derivatives, Santander UK employs the same credit risk management procedures to assess and approve potential credit exposures that are used for traditional lending. For information on how Santander UK is managing the transition to alternative benchmark interest rates, see Note 41. b) Analysis of derivatives The table below includes the notional amounts of transactions outstanding at the balance sheet date; they do not represent actual exposures. Group 2022 2021 Fair value Fair value Notional amount Assets Liabilities Notional amount Assets Liabilities £m £m £m £m £m £m Derivatives held for trading: Exchange rate contracts 14,006 315 281 11,036 159 168 Interest rate contracts 31,135 465 754 25,148 463 485 Equity and credit contracts 902 130 25 1,056 161 54 Total derivatives held for trading 46,043 910 1,060 37,240 783 707 Derivatives held for hedging Designated as fair value hedges: Exchange rate contracts 538 12 4 590 39 — Interest rate contracts 77,748 1,777 403 80,514 904 737 78,286 1,789 407 81,104 943 737 Designated as cash flow hedges: Exchange rate contracts 26,035 1,717 186 22,239 996 338 Interest rate contracts 26,108 164 1,471 21,466 180 216 52,143 1,881 1,657 43,705 1,176 554 Total derivatives held for hedging 130,429 3,670 2,064 124,809 2,119 1,291 Derivative netting(1) — (2,173) (2,173) — (1,221) (1,221) Total derivatives 176,472 2,407 951 162,049 1,681 777 (1)Derivative netting excludes the effect of cash collateral, which is offset against the gross derivative position. The amount of cash collateral received that had been offset against the gross derivative assets was £1,368m (2021: £189m) and the amount of cash collateral paid that had been offset against the gross derivative liabilities was £70m (2021: £202m). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 153 Company 2022 2021 Fair value Fair value Notional amount Assets Liabilities Notional amount Assets Liabilities £m £m £m £m £m £m Derivatives held for trading: Exchange rate contracts 30,287 850 413 22,664 461 536 Interest rate contracts 64,211 466 2,161 52,083 997 789 Equity and credit contracts 902 130 25 1,056 161 54 Total derivatives held for trading 95,400 1,446 2,599 75,803 1,619 1,379 Derivatives held for hedging Designated as fair value hedges: Exchange rate contracts 271 1 4 230 7 — Interest rate contracts 75,962 1,742 380 78,732 596 728 76,233 1,743 384 78,962 603 728 Designated as cash flow hedges: Exchange rate contracts 17,611 1,413 167 15,733 731 157 Interest rate contracts 19,192 164 1,047 16,874 143 199 36,803 1,577 1,214 32,607 874 356 Total derivatives held for hedging 113,036 3,320 1,598 111,569 1,477 1,084 Derivative netting(1) (2,173) (2,173) (1,221) (1,221) Total derivatives 208,436 2,593 2,024 187,372 1,875 1,242 (1)Derivative netting excludes the effect of cash collateral, which is offset against the gross derivative position. The amount of cash collateral received that had been offset against the gross derivative assets was £1,368m (2021: £189m) and the amount of cash collateral paid that had been offset against the gross derivative liabilities was £70m (2021: £202m). For information about the impact of netting arrangements on derivative assets and liabilities in the table above, see Note 40. The table below analyses the notional and fair values of derivatives by trading and settlement method. Notional Traded over the counter Asset Liability Settled by central counterparties Not settled by central counterparties Total Traded over the counter Traded over the counter 2022 £m £m £m £m £m Exchange rate contracts — 40,579 40,579 2,044 471 Interest rate contracts 124,638 10,353 134,991 233 455 Equity and credit contracts — 902 902 130 25 124,638 51,834 176,472 2,407 951 2021 Exchange rate contracts — 33,865 33,865 1,194 507 Interest rate contracts 117,559 9,569 127,128 326 216 Equity and credit contracts — 1,056 1,056 161 54 117,559 44,490 162,049 1,681 777 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 154 c) Analysis of derivatives designated as hedges Santander UK applies hedge accounting on both a fair value and cash flow basis depending on the nature of the underlying exposure. We establish the hedge ratio by matching the notional of the derivative with the underlying position being hedged. Only the designated risk is hedged and therefore other risks, such as credit risk are managed but not hedged. For interest rate hedges, the designated hedged risk is determined with reference to the underlying benchmark rate. Fair value hedges Portfolio hedges of interest rate risk Santander UK holds portfolios of fixed rate assets and liabilities which expose it to changes in fair value due to movements in market interest rates. We manage these exposures by entering into interest rate swaps. Each portfolio contains assets or liabilities that are similar in nature and share the risk exposure that is designated as being hedged. The interest rate risk component is the change in fair value of fixed rate instruments for changes in the designated benchmark rate. Such changes are usually the largest component of the overall change in fair value. Separate hedges are maintained for each underlying currency. Effectiveness is assessed by comparing changes in fair value of the hedged item attributable to changes in the designated benchmark interest rate, with changes in the fair value of the interest rate swaps. Micro hedges of interest rate risk and foreign currency risk Santander UK accesses international markets to obtain funding, issuing fixed rate debt in its functional currency and other currencies. We are therefore exposed to changes in fair value due to changes in market interest rates and/or foreign exchange rates, principally in USD and EUR, which we mitigate through the use of receive fixed/pay floating rate interest rate swaps and/or receive fixed/pay floating rate cross currency swaps. The interest rate risk component is the change in fair value of the fixed rate debt due to changes in the benchmark rate. The foreign exchange component is the change in the fair value of the fixed rate debt issuance due to changes in foreign exchange rates prevailing from the time of execution. Effectiveness is assessed by using linear regression techniques to compare changes in the fair value of the debt caused by changes in the benchmark interest rate and foreign exchange rates, with changes in the fair value of the interest rate swaps and/or cross currency swaps. Cash flow hedges Hedges of interest rate risk Santander UK manages its exposure to the variability in cash flows of floating rate assets and liabilities attributable to movements in market interest rates by entering into interest rate swaps. The interest rate risk component is determined with reference to the underlying benchmark rate attributable to the floating rates asset or liability. Designated benchmark rates referenced are currently SONIA or BoE base rate. Effectiveness is assessed by comparing changes in the fair value of the interest rate swap with changes in the fair value of the hedged item attributable to the hedged risk, applying a hypothetical derivative method using linear regression techniques. Hedges of foreign currency risk As Santander UK obtains funding in international markets, we assume significant foreign currency risk exposure, mainly in USD and EUR. In addition, Santander UK also holds debt securities for liquidity purposes which assumes foreign currency exposure, principally in JPY. Santander UK manages the exposures to the variability in cash flows of foreign currency denominated assets and liabilities to movements in foreign exchange rates by entering into either foreign exchange contracts (spot, forward and swaps) or cross currency swaps. These instruments are entered into to match the cash flow profile and maturity of the estimated interest and principal repayments of the hedged item. The foreign currency risk component is the change in cash flows of the foreign currency debt arising from changes in the relevant foreign currency forward exchange rate. Such changes constitute a significant component of the overall changes in cash flows of the instrument. Effectiveness is assessed by comparing changes in the fair value of the foreign exchange contracts (spot, forward and swaps) or cross currency swaps with changes in the fair value of the hedged debt attributable to the hedged risk applying a hypothetical derivative method using linear regression techniques. IBOR Reform Note 41 includes details of the notional value of hedging instruments by benchmark interest rate impacted by IBOR reform and the notional amounts of assets, liabilities and off-balance sheet commitments affected by IBOR reform that have yet to transition to an alternative benchmark interest rate. Possible sources of hedge ineffectiveness For both fair value and cash flow hedges, hedge ineffectiveness can arise from hedging derivatives with a non-zero fair value at the date of initial designation. In addition, for: Fair value hedges Hedge ineffectiveness can also arise due to differences in discounting between the hedged item and the hedging instrument as cash collateralised swaps discount using Overnight Indexed Swaps discount curves not applied to the hedged item; and where counterparty credit risk impacts the fair value of the derivative but not the hedged item. For portfolio hedges of interest rate risk, it can also arise due to differences in the expected and actual volume of prepayments. Cash flow hedges Hedge ineffectiveness can also arise due to differences in the timing of cash flows between the hedged item and the hedging instrument. For micro hedges of interest rate risk, it can also arise due to differences in the basis of cash flows between the hedged item and the hedging instrument. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 155 Maturity profile and average price/rate of hedging instruments The following table sets out the maturity profile and average price/rate of the hedging instruments used in the Santander UK group’s hedging strategies: Group 2022 Hedging Instruments ≤1 month >1 and ≤3 months >3 and ≤12 months >1 and ≤5 years >5 years Total Fair value hedges: Interest rate risk Interest rate contracts - Nominal amount (£m) 2,210 4,468 21,678 45,314 3,808 77,478 Average fixed interest rate - GBP 2.58% 0.88% 0.56% 2.07% 3.78% Average fixed interest rate - EUR 1.77% 1.60% 0.77% 0.28% 3.09% Average fixed interest rate - USD 1.35% 3.47% 3.51% 2.00% 4.92% Interest rate/FX risk Exchange rate contracts - Nominal amount (£m) — — 66 465 7 538 Interest rate contracts - Nominal amount (£m) — — — 263 7 270 Average GBP - EUR exchange rate — — 1.20 1.16 1.10 Average GBP - USD exchange rate — — — 1.19 — Average fixed interest rate - EUR — — 3.42% 2.06% — Average fixed interest rate - USD — — — 4.63% — Cash flow hedges: Interest rate risk Interest rate contracts – Nominal amount (£m) 1,042 2,191 1,940 13,197 1,076 19,446 Average fixed interest rate - GBP 1.77% 2.29% 1.98% 2.35% 1.84% FX risk Exchange rate contracts - Nominal amount (£m) 2,301 3,135 2,381 10,606 1,163 19,586 Interest rate contracts - Nominal amount (£m) 415 — — 2,325 997 3,737 Average GBP - JPY exchange rate — 157.45 160.04 — — Average GBP - CHF exchange rate — 1.13 — — — Average GBP - EUR exchange rate — — 1.12 1.18 1.17 Average GBP - USD exchange rate 1.22 1.25 1.17 1.31 1.39 Interest rate/FX risk Exchange rate contracts - Nominal amount (£m) — — 1,173 4,626 650 6,449 Interest rate contracts - Nominal amount (£m) — — 585 2,132 208 2,925 Average GBP - EUR exchange rate 1.19 1.21 1.20 Average GBP - USD exchange rate 1.60 1.50 1.54 Average fixed interest rate – GBP — — 3.27% 2.58% 4.59% 2021 Fair value hedges: Interest rate risk Interest rate contracts- Nominal amount (£m) 3,121 6,223 21,442 44,507 4,991 80,284 Average fixed interest rate - GBP 0.59% 0.42% 0.09% 0.88% 3.13% Average fixed interest rate - EUR 0.51% 1.74% 1.08% 0.81% 2.61% Average fixed interest rate - USD 1.91% 0.96% 1.44% 2.76% 4.05% Interest rate/FX risk Exchange rate contracts - Nominal amount (£m) — — 107 381 102 590 Interest rate contracts - Nominal amount (£m) — — — 193 37 230 Average GBP - EUR exchange rate — — 1.21 1.16 1.17 Average fixed interest rate - EUR — — 3.29% 2.03% 2.62% Cash flow hedges: Interest rate risk Interest rate contracts - Nominal amount (£m) 1,010 481 871 7,669 5,137 15,168 Average fixed interest rate - GBP 1.97% 0.44% 0.08% 1.39% 0.97% FX risk Exchange rate contracts - Nominal amount (£m) 2,703 936 2,057 6,715 2,124 14,535 Interest rate contracts - Nominal amount (£m) — — — 2,438 887 3,325 Average GBP - JPY exchange rate — 142.91 148.86 — — Average GBP - EUR exchange rate 1.17 — 1.18 1.16 1.17 Average GBP - USD exchange rate 1.34 1.34 1.33 1.34 1.39 Interest rate/FX risk Exchange rate contracts - Nominal amount (£m) 620 — 840 4,765 1,479 7,704 Interest rate contracts - Nominal amount (£m) — — 0 2,049 924 2,973 Average GBP - EUR exchange rate 1.28 — 1.39 1.20 1.20 Average GBP - USD exchange rate — — — 1.61 1.38 Average fixed interest rate - GBP 2.26% — 1.17% 2.72% 3.41% Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 156 Company 2022 Hedging Instruments ≤1 month >1 month and ≤3 months >3 and ≤12 months >1 and ≤5 years >5 years Total Fair value hedges: Interest rate risk Interest rate contracts – Nominal amount (£m) 2,210 4,468 21,678 44,330 3,005 75,691 Average fixed interest rate – GBP 2.58% 0.88% 0.56% 1.98% 3.38% Average fixed interest rate – EUR 1.77% 1.60% 0.77% 0.28% 0.75% Average fixed interest rate – USD 1.35% 3.47% 3.51% 2.00% 4.92% Interest rate/FX risk Exchange rate contracts – Nominal amount (£m) — — — 264 7 271 Interest rate contracts – Nominal amount (£m) — — — 264 7 271 Average GBP - EUR exchange rate — — — 1.14 1.10 Average GBP - USD exchange rate — — — 1.19 — Average fixed interest rate – EUR — — — 0.46% — Average fixed interest rate – USD — — — 4.63% — Cash flow hedges: Interest rate risk Interest rate contracts – Nominal amount (£m) 1,042 1,236 1,061 9,002 1,076 13,417 Average fixed interest rate - GBP 1.77% 3.31% 2.09% 2.53% 1.84% FX risk Exchange rate contracts – Nominal amount (£m) 2,301 2,102 1,506 6,229 1,163 13,301 Interest rate contracts – Nominal amount (£m) 415 — — 2,325 997 3,737 Average GBP - JPY exchange rate — 157.45 160.04 — — Average GBP - CHF exchange rate — 1.13 — — — Average GBP - EUR exchange rate — — 1.14 1.19 1.17 Average GBP - USD exchange rate 1.22 1.19 1.17 1.32 1.39 Interest rate/FX risk Exchange rate contracts – Nominal amount (£m) — — 1,173 2,805 332 4,310 Interest rate contracts – Nominal amount (£m) — — 585 1,245 208 2,038 Average GBP - EUR exchange rate — — 1.19 1.37 — Average GBP - USD exchange rate — — 1.60 1.50 1.54 Average fixed interest rate – GBP — — 3.24% 2.70% 4.50% 2021 Fair value hedges: Interest rate risk Interest rate contracts – Nominal amount (£m) 3,121 6,223 21,442 43,523 4,193 78,502 Average fixed interest rate – GBP 0.59% 0.42% 0.09% 0.75% 2.72% Average fixed interest rate – EUR 0.51% 1.74% 1.08% 0.81% 0.48% Average fixed interest rate – USD 1.91% 0.96% 1.44% 2.76% 4.05% Interest rate/FX risk Exchange rate contracts – Nominal amount (£m) — — — 193 37 230 Interest rate contracts – Nominal amount (£m) — — — 193 37 230 Average GBP - EUR exchange rate — — — 1.14 1.13 Average fixed interest rate - EUR — — — 0.36% — Cash flow hedges: Interest rate risk Interest rate contracts – Nominal amount (£m) 1,010 481 871 4,978 4,076 11,416 Average fixed interest rate - GBP 1.97% 0.44% 0.08% 1.40% 0.87% FX risk Exchange rate contracts – Nominal amount (£m) 2,703 936 2,057 4,126 1,073 10,895 Interest rate contracts – Nominal amount (£m) — — — 2,438 887 3,325 Average GBP - JPY exchange rate — 142.91 148.86 — — Average GBP - EUR exchange rate 1.17 — 1.18 1.20 1.17 Average GBP - USD exchange rate 1.34 1.34 1.33 1.35 1.39 Interest rate/FX risk Exchange rate contracts – Nominal amount (£m) 620 — — 3,103 1,115 4,838 Interest rate contracts – Nominal amount (£m) — — — 1,209 924 2,133 Average GBP - EUR exchange rate 1.28 — — 1.24 — Average GBP - USD exchange rate — — — 1.61 1.38 Average fixed interest rate – GBP 1.92% — — 2.90% 3.05% Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 157 Net gains or losses arising from fair value and cash flow hedges included in other operating income Group Company 2022 2021 2020 2022 2021 2020 £m £m £m £m £m £m Fair value hedging: Gains/(losses) on hedging instruments 2,381 852 (299) 2,685 1,064 (324) (Losses)/gains on hedged items attributable to hedged risks (2,316) (800) 365 (2,626) (1,033) 356 Fair value hedging ineffectiveness 65 52 66 59 31 32 Cash flow hedging ineffectiveness (36) (39) (46) (34) (29) 14 29 13 20 25 2 46 Hedge ineffectiveness can be analysed by risk category as follows: Group 2022 2021 2020 Change in FV of hedging instruments Change in FV of hedged items Recognised in income statement Change in FV of hedging instruments Change in FV of hedged items Recognised in income statement Change in FV of hedging instruments Change in FV of hedged items Recognised in income statement £m £m £m £m £m £m £m £m £m Fair value hedges: Interest rate risk 2,392 (2,333) 59 874 (834) 40 (358) 385 27 Interest rate/FX risk (11) 17 6 (22) 34 12 59 (20) 39 2,381 (2,316) 65 852 (800) 52 (299) 365 66 Group Hedging Instruments Income statement line item affected by reclassification Change in FV Recognised in OCI Recognised in Income Statement Reclassified from reserves to income £m £m £m £m Cash flow hedges: 2022 Interest rate risk Net interest income (1,161) 1,160 (1) (96) FX risk Net interest income/other operating income 1,604 (1,604) — 1,692 Interest rate/FX risk Net interest income/other operating income (54) 19 (35) 533 389 (425) (36) 2,129 2021 Interest rate risk Net interest income (317) 305 (12) 73 FX risk Net interest income/other operating income (54) 54 — (158) Interest rate/FX risk Net interest income/other operating income (541) 514 (27) (273) (912) 873 (39) (358) 2020 Interest rate risk Net interest income 185 (179) 6 33 FX risk Net interest income/other operating income (42) 38 (4) 2 Interest rate/FX risk Net interest income/other operating income 782 (830) (48) 773 925 (971) (46) 808 Company 2022 2021 2020 Change in FV of hedging instruments Change in FV of hedged items Recognised in income statement Change in FV of hedging instruments Change in FV of hedged items Recognised in income statement Change in FV of hedging instruments Change in FV of hedged items Recognised in income statement £m £m £m £m £m £m £m £m £m Fair value hedges: Interest rate risk 2,676 (2,622) 54 1,043 (1,019) 24 (368) 396 28 Interest rate/FX risk 9 (4) 5 21 (14) 7 44 (40) 4 2,685 (2,626) 59 1,064 (1,033) 31 (324) 356 32 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 158 Company Hedging Instruments Income statement line item affected by reclassification Change in FV Recognised in OCI Recognised in Income Statement Reclassified from reserves to income £m £m £m £m Cash flow hedges: 2022 Interest rate risk Net interest income (782) 782 — (77) FX risk Net interest income/other operating income 1,295 (1,299) (4) 1,366 Equity risk Operating expenses — — — Interest rate/FX risk Net interest income/other operating income 67 (97) (30) 442 580 (614) (34) 1,731 2021 Interest rate risk Net interest income (214) 210 (4) 44 FX risk Net interest income/other operating income 73 (76) (3) 45 Equity risk Operating expenses — — — — Interest rate/FX risk Net interest income/other operating income (190) 168 (22) (38) (331) 302 (29) 51 2020 Interest rate risk Net interest income 81 (78) 3 9 FX risk Net interest income/other operating income (94) 87 (7) (91) Equity risk Operating expenses — — — — Interest rate/FX risk Net interest income/other operating income 452 (434) 18 331 439 (425) 14 249 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 159 In 2022, cash flow hedge accounting of £0m (2021: £14m) had to cease due to the hedged cash flows no longer being expected to occur. The following table provides a reconciliation by risk category of components of equity and analysis of OCI items (before tax) resulting from hedge accounting. Group Company 2022 2021 2022 2021 £m £m £m £m Balance at 1 January 129 644 15 368 Effective portion of changes in fair value: – Interest rate risk (1,160) (305) (782) (210) – Foreign currency risk 1,604 (54) 1,299 76 – Equity risk — — — – Interest rate/foreign currency risk (19) (514) 97 (168) 425 (873) 614 (302) Income statement transfers: – Interest rate risk 96 (73) 77 (44) – Foreign currency risk (1,692) 158 (1,366) (45) – Equity risk — — – Interest rate/foreign currency risk (533) 273 (442) 38 (2,129) 358 (1,731) (51) Balance at 31 December (1,575) 129 (1,102) 15 Hedged exposures Santander UK hedges its exposures to various risks, including interest rate risk and foreign currency risk, as set out in the following table. Group 2022 2021 Accumulated amount of FV hedge adjustments Change in value to calculate hedge ineffective ness Accumulated amount of FV hedge adjustments Change in value to calculate hedge ineffective ness Carrying value Hedged item Portfolio hedge of interest rate risks Of which Discontinued hedges Carrying value Hedged item Portfolio hedge of interest rate risks Of which Discontinued hedges £m £m £m £m £m £m £m £m £m £m Fair value hedges Interest rate risk: Loans and advances to customers 60,783 — (2,640) (653) (2,707) 58,455 — 80 491 (1,092) Other financial assets at amortised cost 156 — (12) 2 (14) 160 — 2 3 (12) Reverse repurchase agreements – non trading 4,045 — (5) (1) — 9,570 — (5) — (6) Other financial assets at FVOCI 2,325 (200) — 35 (227) 3,728 23 — 47 (112) Deposits by customers (1,739) 24 5 — 33 (1,665) (46) — (44) 104 Deposits by banks — — — — — — — — — — Debt securities in issue (4,735) 321 (94) (172) 528 (2,567) (140) (114) (185) 235 Subordinated liabilities (250) (27) (6) (63) 54 (293) (75) (8) (70) 49 Interest rate/FX risk: Other financial assets at FVOCI 237 (21) — 1 (9) 227 — — 1 (20) Debt securities in issue (290) (18) — (37) 27 (423) (55) — (47) 55 Subordinated liabilities 1 1 — 1 (1) 2 2 — 2 (1) 60,533 80 (2,752) (887) (2,316) 67,194 (291) (45) 198 (800) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 160 Group 2022 2021 Change in value to calculate hedge ineffectiveness Cash flow hedge reserve Balances on cash flow hedge reserve for discontinued hedges Change in value to calculate hedge ineffectiveness Cash flow hedge reserve Balances on cash flow hedge reserve for discontinued hedges Hedged item balance sheet line item £m £m £m £m £m £m Cash flow hedges: Interest rate risk: Loans and advances to customers 935 (1,010) (1) 235 (135) (2) Cash and balances at central banks 233 (274) (106) 71 (79) — Reverse repurchase agreements - non trading — — — — — — Deposits by banks (8) 7 — (1) 1 — Debt securities in issue — — — — — — Repurchase agreements - non trading — — — — — — FX risk: Other financial assets at FVOCI — (6) — (195) (1) — Not applicable – highly probable forecast transactions (349) 2 — 149 1 — Deposits by customers (167) (2) — 9 9 10 Deposits by banks — — — — — — Debt securities in issue (1,051) (17) (2) 85 57 (4) Repurchase agreements - non trading (37) — — 6 — — Equity risk: Other liabilities — — — — — — Interest rate/FX risk: Debt securities in issue/loans and advances to customers 56 (170) (3) 410 105 (4) Deposits by customers — (74) — 93 38 — Subordinated liabilities/loans and advances to customers (37) (31) 77 11 133 80 (425) (1,575) (35) 873 129 80 Company 2022 2021 Accumulated amount of FV hedge adjustments Change in value to calculate hedge ineffective ness Accumulated amount of FV hedge adjustments Change in value to calculate hedge ineffective ness Carrying value Hedged item Portfolio hedge of interest rate risks Of which Discontinued hedges Carrying value Hedged item Portfolio hedge of interest rate risks Of which Discontinued hedges £m £m £m £m £m £m £m £m £m £m Fair value hedges Interest rate risk: Loans and advances to customers 60,783 — (2,915) (928) (2,707) 58,456 — (280) 131 (1,084) Other financial assets at amortised cost 156 — (12) 2 (14) 160 — 2 3 (12) Reverse repurchase agreements – non trading 4,045 — (5) (1) — 9,570 — (5) — (6) Other financial assets at FVOCI 2,325 (200) — 35 (227) 3,728 23 — 47 (112) Deposits by customers (3,029) 77 5 (22) 133 (1,665) (45) — (44) 98 Deposits by banks — — — — — — — — — — Debt securities in issue (1,722) 128 — — 145 (584) (16) — — 54 Subordinated liabilities (207) 15 — (13) 48 (252) (34) — (20) 43 Interest rate/FX risk: Loans and advances to customers — — — — — — — — — — Other financial assets at FVOCI 237 (21) — 1 (9) 227 — — 1 (20) Debt securities in issue — — — — — — — — — 1 Subordinated liabilities (46) (46) — (46) 5 (45) (45) — (45) 5 62,542 (47) (2,927) (972) (2,626) 69,595 (117) (283) 73 (1,033) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 161 Company 2022 2021 Change in value to calculate hedge ineffectiveness Cash flow hedge reserve Balances on cash flow hedge reserve for discontinued hedges Change in value to calculate hedge ineffectiveness Cash flow hedge reserve Balances on cash flow hedge reserve for discontinued hedges Hedged item balance sheet line item £m £m £m £m £m £m Cash flow hedges: Interest rate risk: Loans and advances to customers 557 (630) (1) 140 (116) (2) Cash and balances at central banks 233 (274) (107) 71 (80) — Reverse repurchase agreements - non trading — — — — — — Deposits by banks (8) 7 — (1) 1 — Deposits by customers — — — — — — Debt securities in issue — — — — — — Repurchase agreements - non trading — — — — — — FX risk: Other financial assets at FVOCI — (6) — (195) (1) — Not applicable – highly probable forecast transactions (349) 2 — 148 1 — Deposits by banks — — — — — — Deposits by customers (166) (2) — 10 10 10 Debt securities in issue (747) (10) — (45) 42 — Repurchase agreements - non trading (37) — — 6 — — Equity risk: Other liabilities — — — — — — Interest rate/FX risk: Debt securities in issue/loans and advances to customers (53) (60) (11) 73 12 (20) Deposits by customers (6) (76) (5) 94 35 (11) Subordinated liabilities/loans and advances to customers (38) (53) 60 1 111 65 (614) (1,102) (64) 302 15 42 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 162 12. OTHER FINANCIAL ASSETS AT FAIR VALUE THROUGH PROFIT OR LOSS Group Company 2022 2021 2022 2021 £m £m £m £m Loans and advances to customers: Loans to housing associations 4 12 4 12 Other loans 41 62 41 61 45 74 45 73 Debt securities 84 111 14 21 129 185 59 94 For the Santander UK group, other financial assets at FVTPL comprised £16m (2021: £12m) of financial assets designated at FVTPL and £113m (2021: £173m) of financial assets mandatorily held at FVTPL. For the Company, other financial assets at FVTPL comprised £16m (2021: £12m) of financial assets designated at FVTPL and £43m (2021: £82m) of financial assets mandatorily held at FVTPL. Loans and advances to customers principally represented other loans, being a portfolio of roll-up mortgages. These are managed, and have 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 FVTPL. The net loss in the year attributable to changes in credit risk for loans and advances at FVTPL was £1m (2021: £nil, 2020: £nil). The cumulative net loss attributable to changes in credit risk for loans and advances at FVTPL at 31 December 2022 was £3m (2021: £2m). 13. LOANS AND ADVANCES TO CUSTOMERS Group Company 2022 2021 2022 2021 £m £m £m £m Loans secured on residential properties 184,317 174,712 184,317 174,712 Corporate loans 19,057 19,282 18,525 19,053 Finance leases 4,645 3,916 — — Other unsecured loans 7,742 9,404 7,447 8,408 Accrued interest and other adjustments 688 452 687 452 Amounts due from fellow Banco Santander subsidiaries and joint ventures 4,220 3,175 69 96 Amounts due from Santander UK Group Holdings plc — 6 — 6 Amounts due from subsidiaries — — 25,089 21,100 Loans and advances to customers 220,669 210,947 236,134 223,827 Credit impairment loss allowances on loans and advances to customers (931) (828) (1,063) (966) Residual value and voluntary termination provisions on finance leases (22) (25) — — Net loans and advances to customers 219,716 210,094 235,071 222,861 For movements in expected credit losses, see the 'Movement in total exposures and the corresponding ECL' table in the Santander UK group level - Credit risk review section of the Risk review. Finance lease and hire purchase contract receivables may be analysed as follows: Group 2022 2021 Gross investment Unearned finance income Net investment Gross investment Unearned finance income Net investment £m £m £m £m £m £m No later than one year 1,493 (182) 1,311 1,906 (5) 1,901 Later than one year and not later than two years 1,367 (168) 1,199 1,324 (200) 1,124 Later than two years and not later than three years 1,190 (147) 1,043 771 (141) 630 Later than three years and not later than four years 1,044 (129) 915 343 (82) 261 Later than four years and not later than five years 143 (18) 125 38 (38) — Later than five years 59 (7) 52 — — — 5,296 (651) 4,645 4,382 (466) 3,916 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 163 At 31 December 2022 and 2021, 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 for its corporate customers. Included in the carrying value of net investment in finance leases and hire purchase contracts is £1,761m (2021: £1,510m) of unguaranteed RV at the end of the current lease terms, which is expected to be recovered through re-payment, re-financing or sale. Contingent rent income of £nil (2021: £nil, 2020: £nil) was earned in the year, which was classified in ‘Interest and similar income’. Finance income on the net investment in finance leases was £230m (2021: £243m, 2020: £308m). 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 mortgage-backed or other asset-backed securities issued by the Santander UK group. For more, see Note 14. At 31 December 2022 and 2021, the Santander UK group had contracted with lessees for the following future undiscounted minimum lease payments receivable under operating leases. Group Company 2022 2021 2022 2021 £m £m £m £m No later than one year 31 31 30 30 Later than one year and not later than two years 27 27 26 26 Later than two years and not later than three years 22 21 22 21 Later than three years and not later than four years 13 15 12 14 Later than four years and not later than five years 11 11 10 10 Later than five years 21 28 15 21 125 133 115 122 14. SECURITISATIONS AND COVERED BONDS The information in this Note relates to securitisations and covered bonds for consolidated structured entities, used to obtain funding or collateral. It excludes structured entities relating to credit protection transactions. 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, and secured against, a pool of the Santander UK group’s mortgage loans transferred to 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 use as collateral for raising funds via third party bilateral secured funding transactions or for liquidity purposes in the future. 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. Loans and advances to customers include portfolios of residential mortgage loans, and receivables derived from credit agreements with retail customers for the purchases of financed vehicles, which are subject to non-recourse finance arrangements. These loans and receivables have been purchased by, or assigned to, structured entities or Abbey Covered Bonds LLP, and have been funded primarily through the issue of mortgage-backed securities, other asset-backed securities or covered bonds. No gain or loss has been recognised as a result of these sales. The structured entities and Abbey Covered Bonds LLP are consolidated as subsidiary undertakings. The Company and its subsidiaries do not own directly, or indirectly, any of the share capital of any of the structured entities. a) Securitisations i) Master trust structures The Santander UK group makes use of master trust structures, whereby a pool of residential mortgage loans 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. 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 or further advance, if a securitised loan is in arrears for over two months or if a securitised loan does not comply with regulatory requirements. ii) Other securitisation structures The Santander UK group also makes use of auto loan securitisations, whereby a pool of auto loans originated by a member of the Santander UK group is sold to a special purpose vehicle by the asset originator. The special purpose vehicle funds the purchase of the auto loans by issuing asset-backed securities to third-party investors. A proportion of the securities are also retained by members of the Santander UK group. Members of the Santander UK group also receive payments from the special purpose vehicle in respect of fees for administering the auto loans, and payment of deferred consideration for the sale of the auto loans. The seller has no right or obligation to repurchase any securitised loan, except if certain representations and warranties given by the seller at the time of transfer are breached and, in certain cases, if there has been a subsequent variation in the terms of the underlying auto loan not permitted under the sale agreement. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 164 b) Covered bonds Santander UK plc also issues covered bonds, which are its direct, unsecured and unconditional obligation. The covered bonds benefit from a guarantee from Abbey Covered Bonds LLP. Santander UK plc 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 Santander UK plc. c) Analysis of securitisations and covered bonds The Santander UK group’s principal securitisation programmes and covered bond programme, together with the balances of the advances subject to securitisation (or for the covered bond programme assigned) and the carrying value of the notes in issue at 31 December 2022 and 2021 are listed below. Gross assets External notes in issue Notes issued to Santander UK plc/subsidiaries as collateral 2022 2021 2022 2021 2022 2021 £m £m £m £m £m £m Mortgage-backed master trust structures: - Holmes 1,646 2,294 790 430 176 183 - Fosse 2,028 2,154 100 288 1,365 1,402 3,674 4,448 890 718 1,541 1,585 Other asset-backed securitisation structures: - Motor 6 38 7 41 — — Total securitisation programmes 3,680 4,486 897 759 1,541 1,585 Covered bond programmes –Euro 35bn Global Covered Bond Programme 21,304 15,713 15,205 12,760 — — Total securitisation and covered bond programmes 24,984 20,199 16,102 13,519 1,541 1,585 The following table sets out the internal and external issuances and redemptions in 2022 and 2021 for each securitisation and covered bond programme. Internal issuances External issuances Internal redemptions External redemptions 2022 2021 2022 2021 2022 2021 2022 2021 £bn £bn £bn £bn £bn £bn £bn £bn Mortgage-backed master trust structures: –Holmes — — 0.6 — 0.1 0.2 0.2 0.4 –Fosse — — — — — — 0.2 — –Langton — — — — — 2.4 — — Other asset-backed securitisation structures: –Motor — — — — — 0.1 — 0.1 –Auto ABS UK Loans — — 0.1 0.1 Covered bond programme — — 4.2 — 0.1 — 1.7 6.5 — — 4.8 — 0.2 2.8 2.1 7.1 In 2021 all the remaining Langton bonds were redeemed and all the remaining associated mortgages were repurchased by Santander UK plc. There was no gain or loss on redemption. Redemptions for Auto ABS UK Loans, which were held in PSA Finance UK Limited (PSA), are included up to 30 July 2021, the date on which the Santander UK group sold its entire shareholding in PSA. Holmes Funding Ltd has a beneficial interest of £0.8bn (2021: £0.5bn) in the residential mortgage loans held by Holmes Trustees Ltd. The remaining share of the beneficial interest in residential mortgage loans held by Holmes Trustees Ltd belongs to Santander UK plc. Fosse Funding (No.1) Ltd has a beneficial interest of £1.5bn (2021: £1.6bn) in the residential mortgage loans held by Fosse Trustee (UK) Ltd. The remaining share of the beneficial interest in residential mortgage loans held by Fosse Trustee (UK) Ltd belongs to Santander UK plc. The Holmes securitisation companies have cash deposits of £112m (2021: £60m), which have been accumulated to finance the redemption of a number of securities issued by the Holmes securitisation companies. The share of Holmes Funding Ltd in the trust assets is therefore reduced by this amount. The Fosse securitisation companies have cash deposits of £108m (2021: £185m), which have been accumulated to finance the redemption of a number of securities issued by Fosse securitisation companies. The share of Fosse Funding (No.1) Ltd’s beneficial interest in the assets held by Fosse Trustee (UK) Ltd is therefore reduced by this amount. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 165 15. 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 those financial assets. Transferred 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 a result of these sale and repurchase and securities lending 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 or credit agreements 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 (the servicing fee in respect of which is dependent on the amount or timing of the cash flows collected from, or the non-performance of, 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 2022 2021 Assets Liabilities Assets Liabilities Nature of transaction £m £m £m £m Sale and repurchase agreements 120 (128) 171 (172) Securities lending agreements 2,871 (2,509) 1,892 (1,742) Securitisations (See Notes 14 and 26) 3,680 (897) 4,486 (759) 6,671 (3,534) 6,549 (2,673) Company 2022 2021 Assets Liabilities Assets Liabilities Nature of transaction £m £m £m £m Sale and repurchase agreements 133 (141) 171 (172) Securities lending agreements 1,971 (2,008) 1,253 (1,242) 2,104 (2,149) 1,424 (1,414) 16. REVERSE REPURCHASE AGREEMENTS – NON TRADING Group Company 2022 2021 2022 2021 £m £m £m £m Agreements with banks 885 447 885 447 Agreements with customers 6,463 12,236 6,463 12,236 7,348 12,683 7,348 12,683 17. OTHER FINANCIAL ASSETS AT AMORTISED COST Group Company 2022 2021 2022 2021 £m £m £m £m Asset backed securities 94 443 1,645 2,027 Debt securities 62 63 62 63 0 156 506 1,707 2,090 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. The Company’s asset backed securities include investments in debt securities issued by Santander UK structured entities. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 166 18. FINANCIAL ASSETS AT FAIR VALUE THROUGH OTHER COMPREHENSIVE INCOME Group Company 2022 2021 2022 2021 £m £m £m £m Debt securities 6,024 5,833 6,024 5,833 Loans and advances to customers — 18 — — 6,024 5,851 6,024 5,833 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. 19. INTERESTS IN OTHER ENTITIES Group Company 2022 2021 2022 2021 £m £m £m £m Subsidiaries — — 1,232 1,247 Joint Ventures 252 201 — — 0 252 201 1,232 1,247 The Santander UK group consists of a parent company, Santander UK plc, incorporated and domiciled in the UK and a number of subsidiaries and joint ventures held directly and indirectly by it. Details of subsidiaries and joint ventures 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 100% of the issued ordinary share capital of its principal subsidiaries. All companies operate principally in their country of incorporation or registration. The movement in the Company’s interests in subsidiaries was as follows: Company Cost Impairment Carrying amount £m £m £m At 1 January 2022 1,249 (2) 1,247 Additions — — — Reversal (15) — (15) Dissolution/disposal — — — At 31 December 2022 1,234 (2) 1,232 At 1 January 2021 1,249 (2) 1,247 At 31 December 2021 1,249 (2) 1,247 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 167 Interests in consolidated structured entities Structured entities are formed by Santander UK to accomplish specific and well-defined objectives. Santander UK consolidated these structured entities when the substance of the relationship indicates control, as described in Note 1. In addition to the structured entities disclosed in Note14 which are used for securitisation and covered bond programmes, the only other structured entities consolidated by Santander UK are described below. All the external assets and liabilities in these entities are included in the financial statements and ion relevant notes. Other than as set out below, no significant judgements were required with respect to control or significant influence. Motor Securities 2018-1 Designated Activity Company (Motor 2018) Motor 2018 is a credit protection entity, and a Designated Activity Company limited by shares, incorporated in Ireland. It has issued a series of credit linked notes varying in seniority which reference portfolios of Santander UK group loans. Concurrently, these entity sells credit protection to Santander UK in respect of the referenced loans and, in return for a fee, is liable to make protection payments to Santander UK upon the occurrence of a credit event in relation to any of the referenced loans. Motor 2018 is consolidated as Santander UK holds a variable interest by retaining the junior tranche of notes issued by the entity. b) Interests in joint ventures Santander UK does not have any individually material interests in joint ventures. In 2022, Santander UK’s share in the profit after tax of its joint ventures was £36m (2021: £22m) before elimination of transactions between Santander UK and the joint ventures. At 31 December 2022, the carrying amount of Santander UK’s interest was £252m (2021: £201m). At 31 December 2022 and 2021, 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 structured entity when it facilitates the establishment of the structured entity. 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 (the Fund) The Fund is a common investment fund that was established to hold the assets of the Santander (UK) Group Pension Scheme. The Fund is not consolidated by Santander UK, but its assets of £8,646m (2021: £14,100m) are accounted for as part of the defined benefit assets and obligations recognised on Santander UK’s balance sheet. For more on the Fund, see Note 30. As the Fund holds the assets of the pension scheme, it is outside the scope of IFRS 10. Santander UK’s maximum exposure to loss is the carrying amount of the assets held. ii) Credit protection entities Santander UK has established four (2021: three) unconsolidated credit protection entities, which are Designated Activity Companies limited by shares, incorporated in Ireland. Each entity has issued a series of credit linked notes varying in seniority which reference portfolios of Santander UK group loans. Concurrently, these entities sell credit protection to Santander UK in respect of the referenced loans and, in return for a fee, are liable to make protection payments to Santander UK upon the occurrence of a credit event in relation to any of the referenced loans. Senior credit linked notes, which amounted to £180m (2021: £1,184m), are issued to, and held by, Santander UK. Junior credit linked notes, which amounted to £465m (2021: £619m), are all held by third party investors and suffer losses incurred in the referenced portfolios after any tranche of risk that has been assumed by Santander UK. Funds raised by the sale of the credit linked notes are deposited with Santander UK as collateral for the credit protection. The senior credit linked notes, along with the deposits and associated guarantees, are presented on a net basis, to reflect a legal right of set-off between the principal amounts of senior notes and the cash deposits. Deposits and associated guarantees in respect of the junior credit linked notes are included in ‘Deposits by customers’ (see Note 23). The entities are not consolidated by Santander UK because the third-party investors have the exposure, or rights, to all of the variability of returns from the performance of the entities. No assets are transferred to, or income received from, these entities. Since the credit linked notes (including those held by Santander UK) are fully cash collateralised, Santander UK’s maximum exposure to loss is equal to any unamortised fees paid to the 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 consist of holdings of mortgage and other asset backed securities issued by entities that were established and/or sponsored by other unrelated financial institutions. These securities comprise the asset backed securities included in Note 17. 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. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 168 20. INTANGIBLE ASSETS a) Goodwill Group Company Cost Accumulated impairment Carrying amount Cost Accumulated impairment Carrying amount £m £m £m £m £m £m At 31 December 2021 and 1 January 2022 1,269 (66) 1,203 1,194 — 1,194 Movement in the period — (4) (4) — (4) (4) At 31 December 2022 1,269 (70) 1,199 1,194 (4) 1,190 Impairment of goodwill In 2022 and 2021, no significant impairment of goodwill was recognised. Goodwill is tested for impairment annually at 31 December, with a review for impairment indicators at 30 June. Goodwill is tested for impairment if reviews identify an impairment indicator or when events or changes in circumstances dictate. The annual review identified that the risks of Covid-19 have reduced significantly; however rising inflation, exacerbated by the conflict in Ukraine, places increasing uncertainty on the UK economic trajectory, and its potential impact on the carrying value of goodwill as impairment indicators for all cash-generating units (CGUs). As a result, management updated the impairment test at 31 December 2022 for all CGUs. Basis of the recoverable amount The recoverable amount of all CGUs was determined based on its value in use (VIU) methodology at each testing date. For each CGU, the VIU is calculated by discounting management’s cash flow projections for the CGU. The cash flow projections also take account of increased internal capital allocations needed to achieve internal and regulatory capital targets including the leverage ratio. The key assumptions used in the VIU calculation for each CGU are set out below. The Retail Banking segment consists of the Private Banking CGU and the rest of Retail Banking, known as the Personal Financial Services CGU. Carrying amount of Goodwill by CGU and key assumptions in the VIU calculation Goodwill Discount rate Growth rate beyond initial cash flow projections 2022 2021 2022 2021 2022 2021 CGU £m £m % % % % Personal Financial Services 1,169 1,169 16.6 13.6 1.6 1.6 Private Banking 30 30 15.3 16.3 1.6 1.6 Other — 4 13.6 1.6 1,199 1,203 The CGUs do not carry on their balance sheets any other intangible assets with indefinite useful lives. Management’s judgement in estimating the cash flows of a CGU The cash flow projections for the purpose of impairment testing for each CGU are derived from the latest 3-year plan presented to the Board. The Board challenges and endorses management’s planning assumptions in light of internal capital allocations needed to support Santander UK’s strategy, current market conditions and the macroeconomic outlook. For the goodwill impairment tests conducted at 31 December 2022, the determination of the carrying amount of the Personal Financial Services CGU was based on an allocation of regulatory capital and management’s cash flow projections until the end of 2025. The assumptions included in the cash flow projections reflect an allocation to the cost of capital to support future growth, as well as the expected impact of recent events in the UK economic environment on the financial outlook within which the CGUs operate. The cash flow projections are supported by Santander UK’s base case economic scenario. For more on the base case economic scenario, including our forecasting approach and the assumptions in place at 31 December 2022, see the Credit risk – Santander UK group level section of the Risk review. The cash flow projections take into account the likely impact of recent changes to the BoE Bank Rate, inflation and also consider the impact of future climate change. Cash flow projections for the purpose of impairment testing do not take account of any adverse outcomes arising from contingent liabilities (see Note 31), whose existence will be confirmed by uncertain future events or where any obligation is not probable or otherwise cannot be measured reliably, nor do they take account of the benefits arising from Santander UK’s transformation plans that had not yet been implemented or committed at 31 December 2022. Discount rate The rate used to discount the cash flows is based on the cost of equity assigned to each CGU, which is derived using a capital asset pricing model (CAPM) and calculated on a post-tax basis. The CAPM depends on a number of inputs reflecting financial and economic variables, including the risk-free rate and a premium to reflect the inherent risk of the business being evaluated. These variables are based on the market’s assessment of the economic variables and management’s judgement. The inputs to the CAPM are observable on a post-tax basis. In determining the discount rate, management have identified the cost of equity associated with market participants that closely resemble our CGUs and adjusted them for tax to arrive at the pre-tax equivalent rate. The Private Banking CGU has a different discount rate compared to the Personal Financial Services CGU because different market participants closely resemble each CGU. Growth rate beyond initial cash flow projections The growth rate for periods beyond the initial cash flow projections is used to extrapolate the cash flows in perpetuity because of the long-term perspective of CGUs. In line with the accounting requirements, management uses the UK Government’s official estimate of UK long-term average GDP growth rate, as this is lower than management's estimate of the long-term average growth rate of the business. The estimated UK long-term average GDP growth rate has regard to the long-term impact of inherent uncertainties, such as Brexit, climate change and higher living costs, driven by high inflation and rising interest rates. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 169 Goodwill arising on the acquisition of Personal Financial Services and Private Banking The VIU of each CGU remains higher than the carrying value of the related goodwill. The VIU review at 31 December 2022 did not indicate the need for an impairment in the Company’s goodwill balances. Management considered the level of headroom and the uncertainty relating to the respective estimates of the VIU for those CGUs but determined that there was a sufficient basis to conclude that no impairment was required. Sensitivities of key assumptions in calculating the value in use At 31 December 2022 and 31 December 2021, the VIU of the Personal Financial Services CGU was sensitive to reasonably possible changes in the key assumptions supporting the recoverable amount. The table below presents a summary of the key assumptions underlying the most sensitive inputs to the model for the Personal Financial Services CGU, the key risks associated with each and details of a reasonably possible change in assumptions, such as a decrease in mortgage new business. The sensitivity analysis presented below has been prepared on the basis that a change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. However, due to the interrelationships between some of the assumptions, a change in one of the assumptions might impact one or more of the other assumptions and could result in a larger or smaller overall impact. The VIU calculation is not sensitive overall to the UK long-term average GDP growth rate assumption given the amount of headroom as the increased profit after tax generated by growth of the business is mostly offset by the need to retain more profit to meet increased regulatory capital requirements driven by the growth in assets. No reasonably possible change in the growth rate assumption would have resulted in an impairment. Reasonably possible changes in key assumptions CGU Input Key assumptions Associated risks Reasonably possible change Personal Financial Services Cash flow projections –BoE Bank Rate –UK house price growth –UK mortgage loan market growth –UK unemployment rate –Position in the market –Regulatory capital levels. –Uncertain market outlook –Higher interest rate environment impact on customer affordability –Customer remediation and regulatory action outcomes –Uncertain regulatory capital requirements. –Cash flow projections decrease by 5% (2021: 5%). Discount rate –Discount rate used is a reasonable estimate of a suitable market rate for the profile of the business. –Market rates of interest rise. –Discount rate increases by 100 basis points (2021: 100 basis points). At 31 December 2022 and 31 December 2021, a reasonably possible change in the key assumptions in relation to the VIU calculation for the goodwill balance in the Personal Financial Services CGU would have resulted in a reduction in headroom as follows. Reduction in headroom 2022 2021 CGU Reasonably possible change £m £m Personal Financial Services Cash flow projections decrease by 5% (2021: 5%) (538) (455) Discount rate increases by 100 basis points (2021: 100 basis points) (887) (943) Sensitivity of Value in use changes to current assumptions to achieve nil headroom Although there was no impairment of goodwill relating to the Personal Financial Services CGU or the Private Banking CGU at 31 December 2022, the test for the Personal Financial Services CGU remains sensitive to some of the assumptions used, as described above. In addition, the changes in assumptions detailed below for the discount rate and cash flow projections would eliminate the current headroom. As a result, there is a risk of impairment in the future should business performance or economic factors diverge from forecasts. In 2022, there was an increase in headroom arising from an increase in profitability and cash flows forecast as interest rates have risen, alongside a reduction in the required leverage capital requirement, which was partially offset by an increase in the discount rate. The sensitivity analysis presented below has been prepared on the basis that a change in each key assumption would not have a consequential impact on other assumptions used in the impairment review. However, due to the interrelationships between some of the assumptions, a change in one of the assumptions might impact one or more of the other assumptions and could result in a larger or smaller overall impact. 2022 Carrying value Value in use Headroom Increase in discount rate Decrease in cash flows CGU £m £m £m bps % Personal Financial Services 8,860 10,752 1,892 239 18 2021 Personal Financial Services 8,433 9,100 667 68 7 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 170 b) Other intangibles Group Company Cost Accumulated amortisation/ impairment Carrying amount Cost Accumulated amortisation/ impairment Carrying amount £m £m £m £m £m £m At 1 January 2022 1,334 (992) 342 1,373 (1,043) 330 Additions 112 — 112 109 — 109 Disposals (185) 185 — (173) 173 — Charge — (100) (100) — (97) (97) Impairment — (3) (3) — (3) (3) At 31 December 2022 1,261 (910) 351 1,309 (970) 339 At 1 January 2021 1,304 (861) 443 1,343 (922) 421 Additions 84 — 84 84 — 84 Disposals (54) 53 (1) (54) 53 (1) Charge — (158) (158) — (154) (154) Impairment — (26) (26) — (20) (20) At 31 December 2021 1,334 (992) 342 1,373 (1,043) 330 Other intangibles which consist of computer software, include computer software under development of £149m (2021: £83m), of which £33m is internally generated (2021: £31m). For the Company, all computer software is externally generated. The impairment charge of £3m (2021: £26m) relates to computer software no longer expected to yield future economic benefits as it has become obsolete. 21. PROPERTY, PLANT AND EQUIPMENT Group Property Office fixtures and equipment Computer software Operating lease assets Right-of-use assets Total(1) £m £m £m £m £m £m Cost: At 1 January 2022 978 1,049 434 755 254 3,470 Additions 61 86 — 185 38 370 Reclassification to assets held for sale (98) (13) — — — (111) Disposals (52) (299) (362) (218) (25) (956) At 31 December 2022 889 823 72 722 267 2,773 Accumulated depreciation: At 1 January 2022 334 857 434 160 137 1,922 Charge for the year(2) 18 68 1 73 19 179 Impairment during the year 8 2 — — — 10 Reclassification to assets held for sale (49) (13) — — — (62) Disposals (41) (296) (363) (88) (1) (789) At 31 December 2022 270 618 72 145 155 1,260 Carrying amount 619 205 — 577 112 1,513 Cost: At 1 January 2021 1,272 1,375 436 720 218 4,021 Additions 126 26 — 284 65 501 Disposals (420) (352) (2) (249) (29) (1,052) At 31 December 2021 978 1,049 434 755 254 3,470 Accumulated depreciation: At 1 January 2021 489 1,068 434 178 118 2,287 Charge for the year(2) 32 86 1 81 19 219 Impairment during the year 46 28 — — 23 97 Disposals (233) (325) (1) (99) (23) (681) At 31 December 2021 334 857 434 160 137 1,922 Carrying amount 644 192 — 595 117 1,548 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 171 Company Property Office fixtures and equipment Computer software Right-of-use assets Total(1) £m £m £m £m £m Cost: At 1 January 2022 923 1,023 424 239 2,609 Additions 61 86 — 36 183 Reclassification to assets held for sale (98) (13) — — (111) Disposals (52) (296) (363) (23) (734) At 31 December 2022 834 800 61 252 1,947 Accumulated depreciation: At 1 January 2022 287 831 423 133 1,674 Charge for the year(2) 18 68 1 18 105 Impairment during the year 8 2 — — 10 Reclassification to assets held for sale (49) (13) — — (62) Disposals (41) (294) (363) — (698) At 31 December 2022 223 594 61 151 1,029 Carrying amount 611 206 — 101 918 Cost: At 1 January 2021 1,032 1,324 425 198 2,979 Additions 125 27 (1) 65 216 Disposals (234) (328) — (24) (586) At 31 December 2021 923 1,023 424 239 2,609 Accumulated depreciation: At 1 January 2021 441 1,018 423 115 1,997 Charge for the year(2) 23 87 1 18 129 Impairment during the year 21 28 — 23 72 Disposals (198) (302) (1) (23) (524) At 31 December 2021 287 831 423 133 1,674 Carrying amount 636 192 1 106 935 (1)Includes assets under construction of £204m (2021: £106m) and investment properties of £17m (2021: £17m). (2)Following a review of the estimated useful lives of property the charge for the year includes accelerated property depreciation of £nil (2021: £9m). In 2021, we sold our current head office site in Triton Square, London to a wholly-owned subsidiary of Banco Santander SA. Property, office fixtures and equipment and right-of-use assets were impaired in the period as a result of our multi-year transformation project. The impairment relates to leasehold properties within the scope of our branch network restructuring programme and head office sites which are either closing or consolidating. As part of our plan to be the best bank to work for in the UK, we are building a new head office in Milton Keynes to meet the flexible needs of a modern workforce. It represents a planned investment of more than £200m, funded from existing resources. Site works began in Q1 2020 with practical completion expected in April 2023. Expenditure at 31 December 2022 was approximately £204m. 22. OTHER FINANCIAL LIABILITIES AT FAIR VALUE THROUGH PROFIT OR LOSS Group Company 2022 2021 2022 2021 £m £m £m £m US$30bn Euro Medium Term Note Programme 3 5 3 5 Structured Notes Programmes 375 413 375 413 Eurobonds 102 142 102 142 Structured deposits 321 223 321 223 Collateral and associated financial guarantees 2 20 2 21 803 803 803 804 For the Santander UK group and the Company, all (2021: all) of the other financial liabilities at FVTPL were designated as such. Collateral and associated financial guarantees in the table above represent collateral received, together with associated credit protection guarantees, in respect of the proceeds of the retained senior tranches of credit linked notes described in Note 19. 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 during the year attributable to changes in the Santander UK group’s own credit risk on the above securities was £25m (2021: £12m loss, 2020: £3m loss). The cumulative net gain attributable to changes in the Santander UK group’s own credit risk on the above securities at 31 December 2022 was £15m (2021: £10m loss, 2020: £3m loss). At 31 December 2022, the amount that would be required to be contractually paid at maturity of the securities above was £138m higher (2021: £nil) higher than the carrying value. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 172 23. DEPOSITS BY CUSTOMERS Group Company 2022 2021 2022 2021 £m £m £m £m Demand and time deposits(1) 189,587 185,843 184,244 181,282 Amounts due to other Santander UK Group Holdings plc subsidiaries 67 59 19,890 17,628 Amounts due to Santander UK Group Holdings plc(2) 4,759 5,874 4,759 5,874 Amounts due to fellow Banco Santander subsidiaries and joint ventures 1,155 1,150 201 250 195,568 192,926 209,094 205,034 (1)Includes equity index-linked deposits of £408m (2021: £549m). The capital amount guaranteed/protected and the amount of return guaranteed in respect of the equity index-linked deposits were £408m and £2m (2021: £549m and £2m) respectively. (2)Includes downstreamed funding from our immediate parent company Santander UK Group Holdings plc. 24. DEPOSITS BY BANKS Group Company 2022 2021 2022 2021 £m £m £m £m Items in the course of transmission 701 414 694 413 Deposits held as collateral 1,741 931 1,741 810 Other deposits(1) 26,082 32,507 26,076 32,491 Amounts due to Santander UK subsidiaries 1 3 5,673 5,131 28,525 33,855 34,184 38,845 (1)Includes drawdown from the TFSME of £25.0bn (2021: £31.9bn). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 173 25. REPURCHASE AGREEMENTS – NON TRADING Group Company 2022 2021 2022 2021 £m £m £m £m Agreements with banks(1) 50 43 50 43 Agreements with customers(1) 7,932 11,675 7,932 11,675 7,982 11,718 7,982 11,718 (1) In 2022, an administrative error was identified where some repurchase agreements had been incorrectly classified as 'agreements with banks, rather than 'agreements with customers'. As a result, the balance for 2021 has been restated to reclassify £4,102m from 'agreements with banks' to 'agreements with customers'. 26. DEBT SECURITIES IN ISSUE Group Company 2022 2021 2022 2021 £m £m £m £m Medium-term notes: – US$30bn Euro Medium Term Note Programme 739 1,405 739 1,405 – Euro 30bn Euro Medium Term Note Programme 3,211 1,261 3,202 1,261 - US SEC-registered Debt Programme - Santander UK plc 6,694 4,185 6,707 4,195 10,644 6,851 10,648 6,861 Euro 35bn Global Covered Bond Programme 15,205 12,760 15,348 12,602 US$20bn Commercial Paper Programmes 1,851 2,704 1,851 2,704 Certificates of deposit 2,874 2,387 2,874 2,387 Credit linked notes 60 59 — — Securitisation programmes 897 759 — — 31,531 25,520 30,721 24,554 27. SUBORDINATED LIABILITIES Group Company 2022 2021 2022 2021 £m £m £m £m £325m Sterling preference shares 344 344 344 344 Undated subordinated liabilities 219 240 220 243 Dated subordinated liabilities 1,769 1,644 1,772 1,646 2,332 2,228 2,336 2,233 In 2022, the Santander UK group repurchased certain debt securities and subordinated liabilities as part of ongoing liability management exercises, resulting in a loss of £5m (2021: a loss of £1m). 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 amongst each of the subordinated liabilities upon a winding up of the issuer is specified in their respective terms and conditions. In 2022 and 2021, the Santander UK group had no defaults of principal, interest or other breaches with respect to its subordinated 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. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 174 Undated subordinated liabilities Group Company 2022 2021 2022 2021 First call date £m £m £m £m 10.0625% Exchangeable capital securities n/a 205 205 205 205 7.125% 30 Year Step-up perpetual callable subordinated notes 2030 14 35 15 38 219 240 220 243 In common with other debt securities issued by Santander UK group companies and notwithstanding the issuer’s first call dates in the table above, in the event of certain tax changes affecting the treatment of payments of interest on subordinated liabilities in the UK, the 7.125% 30 Year Step-up perpetual callable subordinated notes are redeemable at any time, and the 10.0625% Exchangeable capital securities are redeemable on any interest payment date – each in whole at the option of Santander UK plc, at their principal amount together with any accrued interest. The 10.0625% Exchangeable 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, on the business day immediately following any interest payment date. Dated subordinated liabilities Group Company 2022 2021 2022 2021 Maturity £m £m £m £m 5% Subordinated notes (US$1,500m) 2023 591 548 591 547 4.75% Subordinated notes (US$1,000m) 2025 608 541 608 541 7.95% Subordinated notes (US$1,000m) 2029 207 221 207 221 6.50% Subordinated notes 2030 22 28 24 30 5.875%Subordinated notes 2031 7 9 8 10 5.625%Subordinated notes (US$500m) 2045 334 297 334 297 1,769 1,644 1,772 1,646 The dated subordinated liabilities are redeemable in whole at the option of Santander UK plc 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. 28. OTHER LIABILITIES Group Company 2022 2021 2022 2021 £m £m £m £m Lease liabilities 125 132 115 122 Other(1) 2,456 1,935 2,281 1,816 2,581 2,067 2,396 1,938 (1) For more information on amounts restated see Note 44. 29. PROVISIONS Group Customer remediation Litigation and other regulatory Bank Levy Property ECL on undrawn facilities and guarantees Restructuring Other Total £m £m £m £m £m £m £m £m At 1 January 2022 44 166 1 74 38 28 13 364 Additional provisions (See Note 8) 77 137 47 — 36 23 196 516 Provisions released (See Note 8) (18) (18) (4) (7) — — (11) (58) Utilisation and other (13) (149) (59) (20) — (30) (191) (462) Recharge(1) — — 18 — — — — 18 At 31 December 2022 90 136 3 47 74 21 7 378 (1) Recharge in respect of the UK Bank Levy paid on behalf of other UK entities in the Banco Santander group Provisions expected to be settled within no more than 12 months after 31 December 2022 were £130m (2021: £180m). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 175 Company Customer remediation Litigation and other regulatory Bank Levy Property ECL on undrawn facilities and guarantees Restructuring Other Total £m £m £m £m £m £m £m £m At 1 January 2022 44 166 1 74 38 28 13 364 Additional provisions (See Note 8) 77 137 44 — 36 23 192 509 Provisions released (See Note 8) (18) (18) (4) (7) — — (7) (54) Utilisation and other (13) (149) (58) (20) — (30) (193) (463) Recharge(1) — — 18 — — — — 18 At 31 December 2022 90 136 1 47 74 21 5 374 (1) Recharge in respect of the UK Bank Levy paid on behalf of other UK entities in the Banco Santander group Provisions expected to be settled by the Company within no more than 12 months after 31 December 2022 were £130m (2021: £180m). a) Customer remediation Provisions of £77m were recognised in 2022 for two customer remediation exercises relating to our historical mortgage book. Most of the provision relates to the proposed refund of early repayment charges paid by a specific group of customers who historically switched mortgage products The provision remains subject to change as additional data becomes available and remediation boundaries are finalised. At 31 December 2022 there was no customer remediation provision (2021: £6m) for a systems-related historical issue identified by Santander UK, relating to compliance with certain requirements of the Consumer Credit Act (CCA). The remediation is now complete with all customers having been contacted. b) Litigation and other regulatory Litigation and other regulatory provisions principally comprised amounts in respect of litigation and other regulatory charges, operational loss and operational risk provisions, and related expenses. A number of uncertainties exist with respect to these provisions given the uncertainties inherent in litigation and other regulatory matters, that affect the amount and timing of any potential outflows with respect to which provisions have been established. These provisions are reviewed at least quarterly. The majority of the 2022 charge is the settlement of a financial penalty of £108m with the FCA for shortcomings in our anti-money laundering controls. Although the deadline for bringing PPI complaints has passed, customers can still commence Plevin related litigation. Amounts include a provision of £24m for the best estimate of any obligation to pay compensation in respect of current stock and estimated future claims. There are ongoing factual issues to be resolved regarding such litigation which may have legal consequences including the volume and quality of future litigation claims. As a result, the extent of the potential liability and amount of any compensation to be paid remains uncertain. The balance also included an amount in respect of our best estimate of the liability relating to a legal dispute regarding allocation of responsibility for a specific PPI portfolio of complaints, further described in Note 31. No further information on the best estimate is provided on the basis that it would be seriously prejudicial. c) Bank Levy A rate of 0.10% applied for 2022 (2021: 0.10%). d) Property Property provisions include leasehold vacant property provisions, dilapidation provisions for leased properties within the scope of IFRS 16 and decommissioning and disposal costs relating to vacant freehold properties. Leasehold vacant property provisions are made by reference to an estimate of any expected sub-let income, compared to the head rent, and the possibility of disposing of Santander UK’s interest in the lease, taking into account conditions in the property market. e) ECL on undrawn facilities and guarantees Provisions include expected credit losses relating to guarantees given to third parties and undrawn loan commitments. f) Restructuring Restructuring provisions relate to severance costs associated with transformation and organisational changes. The provision includes a charge of £19m as part of our multi-year transformation programme to improve future returns, focused on simplifying, digitising and automating the bank. g) Other Other provisions do not fit into any of the other categories, such as some categories of operational losses, including fraud losses. In 2022, Other provisions included charges for operational risk provisions of £186m, including fraud losses of £153m. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 176 30. RETIREMENT BENEFIT PLANS The amounts recognised in the balance sheet were as follows: Group Company 2022 2021 2022 2021 £m £m £m £m Assets/(liabilities) Funded defined benefit pension scheme - surplus 1,050 1,572 1,050 1,572 Unfunded pension and post-retirement medical benefits (25) (37) (25) (37) Total net assets 1,025 1,535 1,025 1,535 Remeasurement losses/(gains) recognised in other comprehensive income in the year were as follows: Group 2022 2021 2020 £m £m £m Pension remeasurement 722 (1,264) 505 a) Defined contribution pension plans The majority of employees are members of a defined contribution Master Trust, LifeSight. This is the plan into which eligible employees are enrolled automatically. The assets of LifeSight are held in separate trustee-administered funds. Funds arising from Additional Voluntary Contributions (AVCs) are largely held within the main defined benefit scheme operated by the Santander UK group. An expense of £60m (2021: £64m) was recognised for defined contribution plans in the period and is included in staff costs within operating expenses (see Note 6). b) Defined benefit pension schemes The Santander UK group operates a number of defined benefit pension schemes. The main scheme is the Santander (UK) Group Pension Scheme (the Scheme). It comprises seven legally segregated sections. The Scheme covers 10% (2021: 11%) of the Santander UK group’s current employees and is a funded defined benefit scheme which is closed to new members. The corporate trustee of the Scheme is Santander (UK) Group Pension Scheme Trustees Limited (the Trustee), a private limited company incorporated in 1996 and a wholly owned subsidiary of Santander UK Group Holdings plc. The principal duty of the Trustee is to act in the best interests of the members of the Scheme. The Trustee board comprises six (2021:five) Directors selected by Santander UK Group Holdings plc, plus four (2021: five) member-nominated Directors selected from eligible members who apply for the role. 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 Trustee to a common investment fund, managed by Santander (CF Trustee) Limited, a private limited company owned by ten Trustee directors, who are the same as the directors of the Trustee. The 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 Scheme. Ultimate responsibility for investment policy and strategy rests with the Trustee of the Scheme who is required under the Pensions Act 2004 to prepare a statement of investment principles. The defined benefit pension schemes expose the Santander UK group to risks such as investment risk, interest rate risk, longevity risk and inflation risk. The Santander UK group does not hold any insurance policies over the defined benefit pension schemes and has not entered into any significant transactions with them. Formal actuarial 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 Scheme 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 latest formal actuarial valuation for the Scheme at 31 March 2022 was finalised in November 2022, with an overall scheme deficit of £183m. The next scheduled triennial funding valuation will be at 31 March 2025. Any funding surpluses can be recovered by Santander UK plc from the Scheme through refunds as the Scheme is run off over time or could be used to pay for the cost of benefits which are accruing. The main differences between the assumptions used for assessing the defined benefit liabilities for the funding valuation and those used for IAS 19 are that the financial and demographic assumptions used for the funding valuation are generally more prudent than those used for the IAS 19 valuation. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 177 The total amount charged to the income statement was as follows: Group 2022 2021 2020 £m £m £m Net interest income (30) (5) (10) Current service cost 30 38 36 Past service and GMP costs — — 1 Past service curtailment costs 0 5 — Administration costs 9 8 8 9 46 35 The amounts recognised in other comprehensive income were as follows: Group 2022 2021 2020 £m £m £m Return on plan assets (excluding amounts included in net interest expense) 5,527 (454) (1,328) Actuarial (gains)/losses arising from changes in demographic assumptions (122) (17) 34 Actuarial (gains)/losses arising from experience adjustments 481 (19) (141) Actuarial (gains)/losses arising from changes in financial assumptions (5,164) (774) 1,940 Pension remeasurement 722 (1,264) 505 Movements in the present value of defined benefit scheme obligations were as follows: Group Company 2022 2021 2022 2021 £m £m £m £m At 1 January (12,878) (13,887) (12,878) (13,843) Current service cost paid by Santander UK plc (29) (29) (29) (29) Current service cost paid by subsidiaries (1) (9) (1) (9) Current service cost paid by fellow Banco Santander subsidiaries — — — — Interest cost (241) (188) (241) (187) Employer salary sacrifice contributions (2) (9) (2) (9) Past service cost — — — — Past service curtailment costs — (5) — (5) GMP equalisation cost — — — — Remeasurement due to actuarial movements arising from: –Changes in demographic assumptions 122 17 122 17 – Experience adjustments (481) 19 (481) 19 –Changes in financial assumptions 5,164 774 5,164 771 Benefits paid 413 398 413 397 Derecognition of pension scheme liabilities arising from the sale of PSA — 41 — — At 31 December (7,933) (12,878) (7,933) (12,878) Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 178 Movements in the fair value of the schemes’ assets were as follows: Group Company 2022 2021 2022 2021 £m £m £m £m At 1 January 14,413 13,979 14,413 13,921 Interest income 271 193 271 193 Contributions paid by employer and scheme members 223 246 223 246 Contributions paid by fellow Banco Santander subsidiaries — — — — Administration costs paid (9) (8) (9) (8) Return on plan assets (excluding amounts included in net interest expense) (5,527) 454 (5,527) 458 Benefits paid (413) (398) (413) (397) Derecognition of pension scheme assets arising from the sale of PSA — (53) — — At 31 December 8,958 14,413 8,958 14,413 The composition and fair value of the schemes’ assets by category was: Group Quoted prices in active markets Prices not quoted in active markets Total Valuation 2022 £m % £m % £m % technique Overseas equities 0 0 1,172 13 1,172 13 A,C Corporate bonds 1,991 22 244 3 2,235 25 A,C Government fixed interest bonds 1,138 13 — — 1,138 13 A Government index-linked bonds 5,525 62 — — 5,525 62 A Property — — 1,202 13 1,202 13 B Derivatives — — (78) (1) (78) (1) A Cash — — 1,340 15 1,340 15 A Repurchase agreements(1) — — (4,312) (48) (4,312) (48) A Infrastructure — — 426 5 426 5 B,C Annuities — — 293 3 293 3 D Longevity swap — (12) 0 (12) 0 D Other — — 29 0 29 0 C 8,654 97 304 3 8,958 100 2021 UK equities 38 0 — — 38 0 A Overseas equities 1,401 10 1,065 7 2,466 17 A,C Corporate bonds 1,607 11 312 2 1,919 13 A,C Government fixed interest bonds 2,788 19 — — 2,788 19 A Government index-linked bonds 9,159 64 — — 9,159 64 A Property — — 1,409 10 1,409 10 B Derivatives — — (83) (1) (83) (1) A Cash — — 2,290 16 2,290 16 A Repurchase agreements(1) — — (6,582) (45) (6,582) (45) A Infrastructure — — 390 3 390 3 B,C Annuities — — 291 2 291 2 D Longevity swap — — (8) 0 (8) 0 D Other — — 336 2 336 2 C 14,993 104 (580) (4) 14,413 100 (1)Sale and repurchase agreements net of purchase and resale agreements. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 179 Company Quoted prices in active markets Prices not quoted in active markets Total Valuation 2022 £m % £m % £m % technique UK equities — — — — — — A Overseas equities — — 1,172 13 1,172 13 A,C Corporate bonds 1,991 22 244 3 2,235 25 A,C Government fixed interest bonds 1,138 13 — — 1,138 13 A Government index-linked bonds 5,525 62 — — 5,525 62 A Property — — 1,202 13 1,202 13 B Derivatives — — (78) (1) (78) (1) A Cash — — 1,340 15 1,340 15 A Repurchase agreements(1) — — (4,312) (48) (4,312) (48) A Infrastructure — — 426 5 426 5 B,C Annuities — — 293 3 293 3 D Longevity swap — — (12) — (12) — D Other — — 29 — 29 — C 8,654 97 304 3 8,958 100 2021 UK equities 38 — — — 38 — A Overseas equities 1,401 10 1,065 7 2,466 17 A,C Corporate bonds 1,607 11 312 2 1,919 13 A,C Government fixed interest bonds 2,788 19 — — 2,788 19 A Government index linked bonds 9,159 64 — — 9,159 64 A Property — — 1,409 10 1,409 10 B Derivatives — — (83) (1) (83) (1) A Cash — — 2,290 16 2,290 16 A Repurchase agreements(1) — — (6,582) (45) (6,582) (45) A Infrastructure — — 390 3 390 3 B,C Annuities — — 291 2 291 2 D Longevity swap — — (8) — (8) — D Other — — 336 2 336 2 C 14,993 104 (580) (4) 14,413 100 (1)Sale and repurchase agreements net of purchase and resale agreements Valuation techniques The main methods for measuring the fair value of the Scheme’s assets at 31 December 2022 and 2021 are set out below. A.The asset valuation is provided by the asset manager. The valuation is based on observable market data, and where relevant is typically based on bid price values, or the single price if only one price is available. B.The underlying asset valuations are prepared by an independent expert, adjusted for any cash movements where necessary since the latest valuation. C.Assets are valued by reference to the latest manager statements provided by the managers, adjusted for any cash movements since the latest valuation. D.Assets relating to insured liabilities are valued by the actuaries based on our year-end accounting assumptions. The ‘Other’ category includes hedge fund investments. A number of insurance transactions have been entered into that have been included in the asset valuation under annuities and Longevity swap. The transactions were as follows:. –In May 2020 a pensioner buy-in was entered into by the Trustee. This transaction insured 100% of the SMA section pensioner liabilities and 50% of the SPI section pensioner liabilities based on membership in the Scheme at 31 December 2018. In March 2021, the Trustee entered into a longevity swap. Approximately 85% of pensioner liabilities were covered by the longevity swap at inception, excluding pensioners in the SMA and SPI sections. In 2022, a pensioner buy-in was entered into by the Trustee covering pensioners in the SMA and SPI sections who were uninsured at 30 June 2021. In July 2022, the Trustee entered into a second longevity swap, extending the insurance over uninsured pensioners in the same membership groups covered by the first swap transacted in March 2021, based on membership in the Scheme at 31 December 2021. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 180 At 31 December 2022, as highlighted above, the Scheme was invested in certain assets whose values are not based on market observable data, such as the investments in unquoted equities and bonds, as well as property, infrastructure and hedge funds. The valuation of these assets relies on unobservable data as these assets do not have a readily available quoted price in an active market. A large proportion of the property is directly held and valued using a bespoke valuation method taking both the nature of the properties and the tenancy schedules as inputs to derive the fair value. Where there is a time lag between the net asset value and the balance sheet date, management adjusts the value of the assets for any cash movements. Due diligence has been conducted to ensure the values obtained in respect of these assets are appropriate and represent fair value. Given the nature of these investments, we are unable to prepare sensitivities on how their values could vary as market conditions or other variables change. A strategy is in place to manage interest rate and inflation risk relating to the liabilities. The Scheme prior to 31 December 2022 invested in equities and had an equity collar in place to manage equity risk. The Scheme also hedges a proportion of its foreign exchange exposure to manage currency risk. At 31 December 2022 the equity collar had a notional value of £3m (2021: £1,259m) and the currency forwards had a notional value of £985m (2021: £2,296m). Significant asset de- risking took place in 2022, with the Scheme divesting entirely from listed equities, as well as its multi-asset funds. Significant investments were made in quoted corporate bonds over the year, largely funded from these sales. The sale proceeds also went to de-leveraging the asset portfolio. The Trustee has established the Sustainability Committee which is responsible for overseeing the Scheme’s policies, regulatory obligations and priorities in respect of climate change and wider Environmental, Social and Governance (ESG) related matters. This includes the monitoring of climate change related risks and opportunities, scenario analysis and monitoring of investments from an ESG perspective. 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 2022 and 2021. 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 Santander UK group's employee pension funds recognise the magnitude of the challenges that climate and energy transition pose to governments, companies and civil society. They are also aware of their impact on the ability to comply with their fiduciary duty providing long-term risk-adjusted returns to their members. They have committed to a target of net zero by 2050, showing their full support for the Santander UK group's vision, commitment to sustainability and climate change. Funding In November 2022, in compliance with the Pensions Act 2004, the Trustee and the Santander UK group agreed to a new recovery plan in respect of the Scheme and a schedule of contributions following the finalisation of the 31 March 2022 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 agreement in place at the time, the Santander UK group contributed £218m in 2022 (2021: £241m) to the Scheme, of which £178m (2021: £194m) was in respect of agreed deficit repair contributions. The agreed schedule of the Santander UK group’s contributions to the Scheme covers the period up to 31 March 2026 and comprises of contingent contributions which become due if the funding position of any section falls behind the agreed plan. The Santander UK group also meets Scheme administration expenses. The funding valuation is used to judge the amount of cash contributions the Santander UK group needs to put into the pension scheme. It will always be different to the IAS 19 accounting deficit, which is an accounting rule concerning employee benefits and shown on the balance sheet of our financial statements. Actuarial assumptions The principal actuarial assumptions used for the Scheme were: Group 2022 2021 2020 % % % To determine benefit obligations(1): –Discount rate for scheme liabilities 4.9 1.9 1.3 –General price inflation 3.1 3.4 3.0 –General salary increase 1.0 1.0 1.0 –Expected rate of pension increase 3.0 3.2 2.9 Years Years Years Longevity at 60 for current pensioners, on the valuation date: –Males 27.4 27.5 27.5 –Females 30.1 30.1 30.0 Longevity at 60 for future pensioners currently aged 40, on the valuation date: –Males 28.9 29.0 29.0 –Females 31.6 31.6 31.5 (1) The discount rate and inflation related assumptions set out in the table above reflect the assumptions calculated based on the Scheme’s duration and cash flow profile as a whole. The actual assumptions used were determined for each section independently based on each section’s duration and cash flow profile. Discount rate for scheme liabilities The rate used to discount the retirement benefit obligation for accounting purposes is based on the annual yield at the balance sheet date of high-quality corporate bonds on that date. 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. In 2022, management updated the model used to construct the curve following a review of the Scheme's IAS 19 assumptions. The model which we use to construct the curve uses corporate bond data but excludes convertible bonds, asset-backed bonds and government related bonds. The curve is then constructed from this data by extrapolating the spot rates from 30 years to 50 years by holding the spread above nominal gilt spot rates constant. From 50 years onwards, it is assumed that spot rates remain constant. When considering an appropriate assumption, we project forward the expected cash flows of each section of the Scheme and adopt a single equivalent cash flow weighted discount rate for each section, subject to management judgement. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 181 General price inflation Consistent with our discount rate methodology, we set the inflation assumption using the expected cash flows for each section of the Scheme, fitting them to an inflation curve to give a weighted average inflation assumption. We then deduct an inflation risk premium to reflect the compensation holders of fixed rate instruments expect to receive for taking on the inflation risk. This premium is subject to a cap, to better reflect management’s view of inflation expectations. In 2022, management refined the general price inflation assumption following a review of the Scheme’s IAS 19 assumptions, to reflect a different data set and different methodology used to construct the curve. General salary increase From 1 March 2015, a cap on pensionable pay increases of 1% each year was applied to staff in the Scheme. Expected rate of pension increase The pension increase assumption methodology uses a stochastic model, which is calibrated to consider both the observed historical volatility term structure and derivative pricing. The model allows for the likelihood that high or low inflation in one-year feeds into inflation remaining high or low in the next year. Mortality assumptions The mortality assumptions are based on an independent analysis of the Scheme’s actual mortality experience, carried out as part of the triennial actuarial valuation, together with recent evidence from the Continuous Mortality Investigation. An allowance is then made for expected future improvements to life expectancy based on the Continuous Mortality Investigation Tables. Following this review the S3 Medium all pensioner mortality table was adopted with appropriate adjustments to reflect the actual mortality experience. For future improvements, at 31 December 2022 the CMI 2021 projection model was adopted, with model parameters selected having had regard to the Scheme’s membership profile with an initial addition to improvements of 0.25%per annum, together with a long-term rate of future improvements to life expectancy of 1.25% for male and female members. No weight was placed on the 2020 data in the model, reflecting the uncertainty regarding whether, and how much, 2020 mortality data reflects likely future experience. A modest weight of 10% was placed on the 2021 data in the model, reflecting the likelihood of sustained indirect impacts of the pandemic. Both the mortality table and the projection model are published by the Continuous Mortality Investigation. In 2022, the methodology for setting the demographic assumptions was changed to better represent current expectations, following a review carried out by the Trustee as part of the 2022 triennial valuation. These reviews resulted in changes in the assumptions for family statistics, early retirement and the withdrawal assumption. 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. Change in pension obligation at year end from (Decrease)/increase 2022 2021 2022 2021 Assumption £m £m Discount rate 50 bps increase 25 bps increase (501) (571) General price inflation 50 bps increase 25 bps increase 374 392 Mortality Each additional year of longevity Each additional year of longevity 203 478 The 50bps sensitivity to the inflation assumption includes the corresponding impact of changes in future pension increase assumptions before and after retirement. The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the changes in assumptions would occur in isolation of one another as some of the assumptions may be correlated. Furthermore, in presenting the sensitivity analysis, 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 method used to calculate the defined benefit obligation recognised in the balance sheet. There were no changes 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 2023 416 2024 360 2025 382 2026 404 2027 425 Five years ending 2032 2,325 The average duration of the defined benefit obligation at 31 December 2022 was 14.2 years (2021: 18.3 years). Emerging risks Actions taken in 2022 to reduce asset risk, in line with the agreements already in place with the Trustee, served to improve the Scheme’s resilience to market volatility. In 2022, the risks considered in relation to Covid-19 related mainly to the suitability of our long-term mortality assumption for our IAS 19 and funding valuations. The focus in 2022 shifted to the risks arising from the conflict in Ukraine, rising interest rates, the 2022 actuarial valuation, together with market volatility driven by the UK political landscape. The Santander UK group has collaborated with the Trustee to identify and monitor such risks and ensure they were adequately managed. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 182 31. CONTINGENT LIABILITIES AND COMMITMENTS Group Company 2022 2021 2022 2021 £m £m £m £m Guarantees given to subsidiaries — — 5,361 4,564 Guarantees given to third parties 448 363 448 363 Formal standby facilities, credit lines and other commitments 31,388 37,346 31,030 36,973 31,836 37,709 36,839 41,900 At 31 December 2022, the Santander UK group had credit impairment loss provisions relating to guarantees given to third parties and undrawn loan commitments. See Note 29 for more details. Where the items set out below can be reliably estimated, they are disclosed in the table above. Guarantees given to subsidiaries Santander UK plc has agreed to guarantee the payment of any obligations or liabilities (whether actual or contingent, or for the payment of any amount or delivery of any property) incurred by Cater Allen Limited (whether as principal or surety) to any person on or before 31 December 2023 under or in respect of any dealing, transaction or engagement whatsoever, including without prejudice to the generality of the foregoing, subject to specific exceptions set out in the deed poll guarantee. Santander UK plc has also undertaken, for the purposes of section 479C of the Companies Act 2006 (the Act), the guarantee of the payment of all outstanding liabilities to which certain direct or indirect subsidiaries were subject at 31 December 2022, until they are satisfied in full, in order to allow those subsidiaries to benefit from the audit exemption provided for by Section 479A of the Act for the year ended 31 December 2022. The subsidiaries benefiting from this guarantee are listed in the Shareholder information section of this Annual Report. Capital support arrangements At 31 December 2022, Santander UK plc, Cater Allen Limited, Santander ISA Managers Limited and certain other non-regulated subsidiaries of Santander UK plc were party to a capital support deed entered into on 17 December 2021 and effective from 1 January 2022 (the RFB Sub-Group Capital Support Deed). These parties were permitted by the PRA to form a core UK group as defined in the PRA Rulebook, a permission which expires on 31 December 2024. Exposures of each of the regulated entities to other members of the core UK group are exempt from large exposure limits that would otherwise apply and these exposures are risk- weighted at 0%. Where applicable this permission also provides for intra-group exposures to be excluded from the leverage exposure measure. The purpose of the RFB Sub-Group 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 breached or was at risk of breaching its capital resources or risk concentrations requirements. Liquidity support arrangements Under the PRA’s liquidity rules, Santander UK plc and its subsidiary Cater Allen Limited form the RFB Domestic Liquidity Sub-group (the RFB DoLSub), which allows the entities to collectively meet regulatory requirements for the purpose of managing liquidity risk. Each member of the RFB DoLSub will support the other by transferring surplus liquidity in times of stress. 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 Ongoing assessments are made to ensure that 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. Corporate facilities can comprise standby and revolving facilities which are subject to ongoing compliance with covenants and may require the provision of agreed security. 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 certain claims against it. The FSCS is funded by levies on the industry and recoveries and borrowings where appropriate. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 183 Loan representations and warranties In connection with the securitisations and covered bond transactions described in Note 14, 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 securitisations or the covered bond programmes included in Note 14, or if such representations and warranties prove to be materially untrue 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 securitisations and covered bond programmes are collateralised by prime residential mortgage loans. Santander UK plc is principally a retail prime lender and has no appetite or product offering for any type of sub-prime business. In addition, Santander UK plc’s credit policy explicitly prohibits such lending. Similarly, under the auto loan securitisations in Note 14, 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 programmes, 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. Other legal actions and regulatory matters Santander UK engages in discussion, and co-operates, with the FCA, PRA, CMA and other regulators and government agencies in various jurisdictions in their supervision and review of Santander UK including reviews exercised under statutory powers, regarding its interaction with past and present customers, both as part of general thematic work and in relation to specific products, services and activities. 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, in addition to legal and regulatory reviews, challenges and tax or enforcement investigations or proceedings in various jurisdictions. All such matters are assessed periodically to determine the likelihood of Santander UK incurring a liability. In those instances where it is concluded that it is not yet probable that a quantifiable payment will be made, for example because the facts are unclear or further time is required to fully assess the merits of the case or to reasonably quantify the expected payment, no provision is made. In addition, where it is not currently practicable to estimate the possible financial effect of these matters, no provision is made. FCA civil regulatory investigation into Santander UK plc financial crime systems, processes and controls, and compliance with the Money Laundering Regulations 2007 In December 2022, we paid a £108m financial penalty to settle the FCA's enforcement investigation into the anti-money laundering systems and controls in our Business Banking division in the period between 31 December 2012 and 18 October 2017. The settlement concluded the FCA's investigation. Payment Protection Insurance In relation to a specific PPI portfolio of complaints, a legal dispute regarding allocation of liability is in its early stages. The dispute relates to the liability for PPI mis- selling complaints relating to pre-2005 PPI policies underwritten by AXA France IARD and AXA France Vie (together, AXA France - previously Financial Insurance Company Ltd and Financial Assurance Company Ltd respectively) and involves Santander Cards UK Limited (a former GE Capital Corporation entity and distributor of pre-2005 PPI known as GE Capital Bank Limited which was acquired by Banco Santander SA in 2008 and subsequently transferred to Santander UK plc) and a Banco Santander SA subsidiary Santander Insurance Services UK Limited (together the Santander Entities). During the relevant period, AXA France were owned by Genworth Financial International Holdings, Inc (Genworth). In September 2015, AXA SA acquired AXA France from Genworth. In July 2017, the Santander Entities notified AXA France that they did not accept liability for losses on PPI policies relating to the relevant period. Santander UK plc entered into a Complaints Handling Agreement (CHA) with AXA France pursuant to which it agreed to handle complaints on their behalf, and AXA France agreed to pay redress assessed to be due to relevant policyholders on a without prejudice basis. A standstill agreement was entered into between the Santander Entities and AXA France as a condition of the CHA. In July 2020, Genworth announced that it had agreed to pay AXA SA circa £624m in respect of PPI mis-selling losses in settlement of the related dispute concerning obligations under the sale and purchase agreement pursuant to which Genworth sold AXA France to AXA SA. The CHA between Santander UK plc and AXA France terminated on 26 December 2020. On 30 December 2020, AXA France provided written notice to the Santander Entities to terminate the standstill agreement. During 2021, AXA France commenced litigation against the Santander Entities seeking recovery of £636m and any further losses relating to pre-2005 PPI. Judgment in respect of the Santander Entities application for AXA France’s claim to be struck out/summarily dismissed, was handed down by the Commercial Court on 12 July 2022. In summary, the Commercial Court upheld a significant part of the Santander Entities’ strike-out application, striking out AXA France’s claim for contribution against Santander for alleged losses and requiring AXA France to re-plead a significant portion of its other pleadings. AXA France updated the amount of losses claimed from £636m to £670m in their Amended Particulars of Claim dated 21 October 2022. Overall, the dispute remains at an early stage and there are ongoing factual issues to be 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 outcome or the timing of the resolution of the matter. The litigation and other regulatory provision in Note 29 includes our best estimate of the Santander Entities’ liability to the specific portfolio. Further information has not been provided on the basis that it would be seriously prejudicial to the Santander Entities’ interests in connection with the dispute. In addition, and in relation to PPI more generally the PPI provision includes an amount relating to legal claims challenging the FCA’s industry guidance on the treatment of Plevin / recurring non-disclosure assessments. This provision is based on current stock levels, future projected claims, and average redress. There remains a risk that volumes received in future may be higher than forecast. The provision in Note 29 includes our best estimate of Santander UK’s liability for the specific issue. The actual cost of customer compensation could differ from the amount provided. It is not currently practicable to provide an estimate of the risk and amount of any further financial impact. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 184 German dividend tax arbitrage transactions In June 2018 the Cologne Criminal Prosecution Office and the German Federal Tax Office commenced an investigation in relation to the historical involvement of Santander UK plc, Santander Financial Services plc and Cater Allen International Limited (all subsidiaries of Santander UK Group Holdings plc) in German dividend tax arbitrage transactions (known as cum/ex transactions). These transactions allegedly exploited a loophole of a specific German settlement mechanism through short-selling and complex derivative structuring which resulted in the German government either refunding withholding tax where such tax had not been paid or refunding it more than once. The German authorities are investigating numerous institutions and individuals in connection with alleged transactions and practices which may be found to be illegal under German law. During 2022 we continued to cooperate with the German authorities and, with the assistance of external experts, to progress an internal investigation into the matters in question. From Santander UK plc’s perspective, the investigation is focused principally on the period 2009-2011 and remains on-going. There remain factual issues to be resolved which may have legal consequences including potentially material financial penalties. These issues create uncertainties which mean that it is difficult to predict the resolution of the matter including timing or the significance of the possible impact. These uncertainties mean it is not currently possible to make a reliable assessment of the size of any related potential liability. Any potential losses, claims or expenses suffered or incurred by Santander Financial Services plc in respect of these matters have been fully indemnified by Santander UK plc, as part of the ring-fencing transfer scheme between Santander UK plc, Santander Financial Services plc and Banco Santander SA. Taxation The Santander UK group engages in discussion, and co-operates, with HM Revenue & Customs (HMRC) 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. Certain leases in which the Santander UK group is or was the lessor have been under review by HMRC in connection with claims for tax allowances. Under the terms of the lease agreements, the Santander UK group is fully indemnified in all material respects by the respective lessees for any liability arising from the disallowance of tax allowances plus accrued interest. During 2021, an outline agreement in principle in respect of a number of these lease arrangements was reached directly between the lessee and HMRC. This agreement was executed in April 2022, resulting in a final payment by the lessee to HMRC and the conclusion of HMRC’s review. There is no financial impact for the Santander UK group. 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. 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). Following ring-fencing, all Visa stock is now held by Santander Equity Investments Limited (SEIL), outside the ring-fenced bank. In addition, 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. Whilst Santander UK's liability under this indemnity is capped at €39.85m, Visa Inc. may have recourse to a general indemnity in place under Visa Europe Operating Regulations for damages not satisfied through the above mechanism. At this stage, it is unclear whether the litigation will give rise to more than €1bn of losses relating to UK&I MIFs which means it is difficult to predict the resolution of the matter including the timing or the significance of the possible impact. As part of the sale of subsidiaries, businesses and other entities, and as is normal in such circumstances, Santander UK plc (and/or, where relevant, its subsidiaries) 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 35. Other off-balance sheet commitments The Santander UK group has commitments to lend at fixed interest rates which expose us to interest rate risk. For more, see the Risk review. 32. SHARE CAPITAL Group and Company Ordinary shares of £0.10 each Total Issued and fully paid share capital No. £m £m At 31 December 2021, 1 January 2022 and 31 December 2022 31,051,768,866 3,105 3,105 Group and Company 2022 2021 Share premium £m £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 27. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 185 33. OTHER EQUITY INSTRUMENTS Group and Company Interest rate 2022 2021 % Next call date £m £m £300m Step-up Callable Perpetual Reserve Capital Instruments 7.037 February 2026 — 235 AT1 securities: - £500m Perpetual Capital Securities 6.75 June 2024 496 496 - £750m Perpetual Capital Securities 7.375 June 2022 — 750 - £500m Perpetual Capital Securities 6.30 March 2025 500 500 - £210m Perpetual Capital Securities 4.25 March 2026 210 210 - £750m Perpetual Capital Securities 6.50 June 2027 750 — 1,956 2,191 Step-up Callable Perpetual Reserve Capital Instruments During 2022, the £300m Step-up Callable Perpetual Reserve Capital Instruments were called for value on 14 February 2022 and redeemed at their principal amount. AT1 securities The AT1 securities issued by the Company were subscribed for by its immediate parent company, Santander UK Group Holdings plc. The AT1 securities are perpetual and pay a quarterly distribution. At each distribution payment date, the Company can decide whether to pay the distribution, which is non-cumulative, in whole or in part. The distribution rate resets every five years. The securities will be automatically written down and the investors will lose their entire investment in the securities should the CET1 capital ratio of the Santander UK prudential consolidation group, or the Company (calculated on a solo basis), fall below 7%. All AT1 securities are redeemable at the option of the Company, and only with the consent of the PRA. In June 2022, Santander UK plc purchased and redeemed the £750m 7.375% Perpetual Capital Securities and issued £750m 6.50% Perpetual Capital Securities, which were fully subscribed by the Company’s immediate parent company, Santander UK Group Holdings plc. 34. NOTES TO CASH FLOWS Changes in liabilities arising from financing activities The table below shows the changes in liabilities arising from financing activities. The changes in equity arising from financing activities are set out in the Consolidated Statement of Changes in Equity. Group Balance sheet line item Debt securities in issue Subordinated liabilities Other equity instruments Lease liabilities Dividends paid Total 2022 £m £m £m £m £m £m At 1 January 25,520 2,228 2,191 132 — 30,071 Proceeds from issue of debt securities 4,778 — — — — 4,778 Repayment of debt securities (3,036) — — — — (3,036) Repayment of subordinated liabilities — (40) — — — (40) Issue of other equity instruments — — 750 — — 750 Repurchase of other equity instruments — — (985) — — (985) Principal elements of lease payments — — — (26) — (26) Dividends paid — — — — (1,164) (1,164) Liability-related other changes 3,155 2 — 19 — 3,176 Non-cash changes: – Unrealised foreign exchange 1,554 87 — — — 1,641 – Other changes (440) 55 — — 1,164 779 At 31 December 31,531 2,332 1,956 125 — 35,944 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 186 2021 At 1 January 35,566 2,556 2,191 97 — 40,410 Proceeds from issue of debt securities 2,872 — — — — 2,872 Repayment of debt securities (11,910) — — — — (11,910) Repayment of subordinated liabilities — (4) — — — (4) Issue of other equity instruments(2) — — 210 — — 210 Repurchase of other equity instruments(2) — — (210) — — (210) Principal elements of lease payments — — — (25) — (25) Dividends paid(1) — — — — (1,505) (1,505) Liability-related other changes (447) (4) — 60 — (391) Non-cash changes: – Unrealised foreign exchange (806) 6 — — — (800) – Other changes 245 (326) — — 1,505 1,424 At 31 December 25,520 2,228 2,191 132 — 30,071 2020 At 1 January 41,129 3,528 2,191 137 — 46,985 Proceeds from issue of debt securities 5,602 — — — — 5,602 Repayment of debt securities (11,378) — — — — (11,378) Repayment of subordinated liabilities — (659) — — — (659) Principal elements of lease payments — — — (45) — (45) Dividends paid — — — — (292) (292) Liability-related other changes (250) (10) — 5 — (255) Non-cash changes: – Unrealised foreign exchange 376 22 — — — 398 – Other changes 87 (325) — — 292 54 At 31 December 35,566 2,556 2,191 97 — 40,410 (1) Dividends paid have been restated for 2021 from the £1,494m previously disclosed to £1,505m due to an administrative error. (2) Issue and Repurchase of other equity instruments and Other Equity Instrument Other changes have been restated for 2021 from £450m, £500m and £50m previously disclosed to £210m for both Issue and Repurchase of Other equity instrument and £nil for Other changes due to an administrative error. Company Balance sheet line item Debt securities in issue Subordinated liabilities Other equity instruments Lease liabilities Dividends paid Total 2022 £m £m £m £m £m £m At 1 January 24,554 2,233 2,191 122 — 29,100 Proceeds from issue of debt securities 4,178 — — — — 4,178 Repayment of debt securities (2,596) — — — — (2,596) Proceeds from issue of subordinated liabilities — — — — — — Repayment of subordinated liabilities — (40) — — — (40) Issue of other equity instruments — — 750 — — 750 Repurchase of other equity instruments — — (985) — — (985) Principal elements of lease payments — — — (24) — (24) Dividends paid — — — — (1,164) (1,164) Liability-related other changes 3,155 2 — 17 — 3,174 Non-cash changes: – Unrealised foreign exchange 1,577 87 — — — 1,664 – Other changes (147) 54 — — 1,164 1,071 At 31 December 30,721 2,336 1,956 115 — 35,128 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 187 2021 At 1 January 32,844 2,586 2,191 80 — 37,701 Proceeds from issue of debt securities 2,872 — — — — 2,872 Repayment of debt securities (10,278) — — — — (10,278) Repayment of subordinated liabilities — (4) — — — (4) Issue of other equity instruments — — 210 — — 210 Repurchase of other equity instruments — — (210) — — (210) Principal elements of lease payments — — — (23) — (23) Dividends paid — — — — (1,505) (1,505) Liability-related other changes (508) (4) — 65 — (447) Non-cash changes: –Unrealised foreign exchange (820) 6 — — — (814) –Other changes 444 (351) — — 1,505 1,598 At 31 December 24,554 2,233 2,191 122 — 29,100 2020 At 1 January 36,966 3,563 2,191 119 — 42,839 Proceeds from issue of debt securities 5,600 — — — — 5,600 Repayment of debt securities (10,124) — — — — (10,124) Repayment of subordinated liabilities — (658) — — — (658) Issue of other equity instruments — — — — — — Repurchase of other equity instruments — — — — — — Principal elements of lease payments — — — (43) — (43) Dividends paid — — — — (277) (277) Liability-related other changes (73) (10) — 4 — (79) Non-cash changes: – Unrealised foreign exchange 396 22 — — — 418 – Other changes 79 (331) — — 277 25 At 31 December 32,844 2,586 2,191 80 — 37,701 (1) Dividends paid have been restated for 2021 from the £1,489m previously disclosed to £1,505m due to an administrative error. Footnotes to the consolidated cash flow statement Net cash flows from operating activities includes interest received of £6,508m (2021: £4,806m, 2020: £5,139m), interest paid of £2,089m (2021: £1,064m, 2020: £1,857m) and dividends received of £nil (2021: £nil, 2020: £nil). Total cash outflow for leases was £28m (2021: £28m, 2020: £48m). Restatements in the consolidated cash flow statement The presentation of the consolidated cash flow statement has changed to present 'profit before tax' within cash flows from operating activities instead of 'profit after tax'. Prior periods have been restated. As a result, for the year ended 31 December 2021 and 31 December 2020, the adjustment for 'corporation tax charge' in 'non-cash items included in profit' within cash flows from operating activities has been decreased by £504m and £134m respectively. Following a decision by the IFRS Interpretations Committee in April 2022, Santander UK updated its accounting policy to exclude from cash and cash equivalents Reserves Collateralisation Accounts (RCAs) balances held at the BoE relating to Santander UK’s participation in certain payments schemes. Instead, RCAs balances are classified as restricted balances and included within 'change in operating assets' in the cash flow statement. Prior periods have been restated. As a result, opening cash and cash equivalents at 1 January 2022 and 1 January 2021 have been restated by £1,580m and £985m respectively. At 31 December 2021, cash and cash equivalents were reduced by £1,580m and restricted balances were increased by £1,580m. At 31 December 2020, cash and cash equivalents were reduced by £985m and restricted balances were increased by £985m. The net change in cash and balances at central banks was restated as a result of a decrease in cash inflows from operating activities of £595m in 2021(2020: increase of £95m). Other matters In addition, in 2021, there was a disposal of non-controlling interests of £181m. Footnotes to the Company cash flow statement Net cash flows from operating activities includes interest received of £6,605m (2021: £4,945m, 2020: £5,313m), interest paid of £2,301m (2021: £1,490m,2020: £2,542m) and dividends received of £548m (2021: £230m, 2020: £nil). Total cash outflow for leases was £26m (2021: £25m, 2020: £46m). Restatements in the Company cash flow statement The presentation of the company cash flow statement has changed to present 'profit before tax' within cash flows from operating activities instead of 'profit after tax'. Prior periods have been restated. As a result, at 31 December 2021 and 31 December 2020, the adjustment for 'corporation tax charge' in 'non-cash items included in profit' within cash flows from operating activities has been decreased by £327m and £117m respectively. Following a decision by the IFRS Interpretations Committee in April 2022, Santander UK updated its accounting policy to exclude from cash and cash equivalents Reserves Collateralisation Accounts (RCAs) balances held at the BoE relating to Santander UK’s participation in certain payments schemes. Instead, RCAs balances are classified as restricted balances and included within 'change in operating assets' in the cash flow statement. Prior periods have been restated. As a result, opening cash and cash equivalents at 1 January 2022 and 1 January 2021 have been restated by £1,580m and £985m respectively. At 31 December 2021, cash and cash equivalents were reduced by £1,580m and restricted balances were increased by £1,580m. At 31 December 2020, cash and cash equivalents were Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 188 reduced by £985m and restricted balances were increased by £985m. The net change in cash and balances at central banks was restated as a result of a decrease in cash inflows from operating activities of £595m in 2021(2020: increase of £95m). 35. ASSETS CHARGED AS SECURITY FOR LIABILITIES AND COLLATERAL ACCEPTED AS SECURITY FOR ASSETS The following transactions are conducted under terms that are usual and customary to collateralised transactions including, where relevant, standard securities lending and repurchase agreements. a) Assets charged as security for liabilities The financial assets below are analysed between those assets accounted for on-balance sheet and off-balance sheet. Group Company 2022 2021 2022 2021 £m £m £m £m On-balance sheet: Cash and balances at central banks 1,330 1,580 1,330 1,580 Loans and advances to banks 130 284 130 284 Loans and advances to customers - securitisations and covered bonds (See Note 14) 24,155 19,432 — — Loans and advances to customers - other 32,001 41,936 32,001 41,936 Other financial assets at amortised cost 48 — 48 — Financial assets at fair value through other comprehensive income 4,365 4,363 4,364 4,363 Total on-balance sheet 62,029 67,595 37,873 48,163 Total off-balance sheet 9,146 14,449 9,171 14,449 The Santander UK group provides assets as collateral in the following areas of the business. Sale and repurchase agreements The Santander UK group also enters into sale and repurchase agreements and similar transactions of debt securities. Upon entering into such transactions, the Santander UK group provides collateral in excess of the borrowed amount. The carrying amount of assets that were so provided at 31 December 2022 was £11,553m (2021: £15,368m), of which £900m (2021: £639m) was classified within ‘Loans and advances to customers – securitisations and covered bonds’ in the table above. Securitisations and covered bonds As described in Note 14, Santander UK plc and certain of its subsidiaries issue securitisations and covered bonds. At 31 December 2022, there were £24,984m (2021: £20,199m) of gross assets in these secured programmes and £829m (2021: £767m) of these related to internally retained issuances that were available for use as collateral for liquidity purposes in the future. At 31 December 2022, a total of £1,725m (2021: £1,855m) of notes issued under securitisation and covered bond programmes had been retained internally, a proportion of which had been used as collateral via third party bilateral secured funding transactions, which totalled £500m at 31 December 2022 (2021: £500m), or for use as collateral for liquidity purposes in the future. 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 £34,861m at 31 December 2022 (2021: £45,936m) 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 2022 £1,506m (2021: £1,947m) of such collateral in the form of cash had been provided by the Santander UK group and is included in the table. b) Collateral accepted as security for assets The collateral held as security for assets, analysed between those liabilities accounted for on balance sheet and off-balance sheet, was: Group Company 2022 2021 2022 2021 £m £m £m £m On-balance sheet: Deposits by banks 1,741 931 1,741 810 Total on-balance sheet 1,741 931 1,741 810 Total off-balance sheet 10,141 17,781 10,166 17,781 Purchase and resale agreements The Santander UK group also enters into purchase and resale agreements and similar transactions of debt securities. Upon entering into such transactions, the Santander UK group receives collateral 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 2022, the fair value of such collateral received was £8,628m (2021: £14,562m). 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 representing contractual commitments to return stock borrowed by the Santander UK group amounted to £1,513m at 31 December 2022 (2021: £3,219m) and are offset by a contractual right to receive stock lent. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 189 Derivatives business In addition to the arrangements described, collateral is also received from counterparties in the normal course of derivative business. At 31 December 2022, £1,741m (2021: £931m) of such collateral in the form of cash had been received by the Santander UK group and is included in the table. Lending activities In addition to the 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. 36. SHARE-BASED COMPENSATION The Santander UK group operates share schemes and arrangements for eligible employees. The main current schemes are the Sharesave Schemes, the Deferred Shares Bonus Plan, the Partnership Shares scheme and the Transformation Incentive Plan. All 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. At 31 December 2022, the carrying amount of liabilities arising from share-based payment transactions, excluding any cash element was £6.6m (2021: £3.7m), of which £0.1m had vested at 31 December 2022 (2021: £0.4m). a) Sharesave Schemes The Santander UK group launched its fifteenth HM Revenue & Customs approved Sharesave invitation under Banco Santander SA sponsorship in September 2022. Sharesave invitations have been offered since 2008 under broadly similar terms. Under the Sharesave Scheme’s HMRC-approved savings limits, eligible employees may enter into contracts to save between £5 and £500 per month. For all schemes, at the end of a fixed term of three or five years after the grant date, the employees can use these savings to buy shares in Banco Santander SA at a discount, calculated in accordance with the rules of the scheme. The option price is calculated as the average middle market quoted price of Banco Santander SA shares over the first three dealing days prior to invitation and discounted by up to 20%. This year a 10% discount was applied. The vesting of awards under the scheme depends on continued employment with the Banco Santander group. Participants in the scheme have six months from the date of vesting to exercise the option. The table below summarises movements in the number of options, and changes in weighted average exercise price over the same period. 2022 2021 Number of options Weighted average exercise price Number of options Weighted average exercise price ‘000 £ ‘000 £ Outstanding at 1 January 25,993 2.25 21,162 2.32 Granted 13,068 1.89 9,414 2.43 Exercised (242) 1.69 (48) 1.86 Forfeited/expired (8,831) 2.59 (4,535) 2.95 Outstanding at 31 December 29,988 2.00 25,993 2.25 Exercisable at 31 December 3,439 3.22 1,321 2.75 The weighted average share price at the date the options were exercised was £2.34 (2021: £2.65). The following table summarises the range of exercise prices and weighted average remaining contractual life of the options at 31 December 2022 and 2021. 2022 2021 Range of exercise prices Weighted average remaining contractual life Weighted average exercise price Weighted average remaining contractual life Weighted average exercise price Years £ Years £ £1 to £2 3 1.79 3 1.65 £2 to £3 2 2.56 3 2.81 £3 to £4 1 3.46 1 3.38 £4 to £5 0 4.02 1 4.02 The fair value of each option at the date of grant is estimated using an analytical model that also reflects the correlation between EUR and GBP. This model uses assumptions on the share price, the EUR/GBP FX rate, the EUR/GBP risk-free interest rate, dividend yields, the expected volatilities of both the underlying shares and EUR/GBP for the expected lives of options granted. The weighted average grant-date fair value of options granted during the year was £0.23 (2021: £0.20). b) Deferred shares bonus plan Deferred bonus awards are designed to align employee performance with shareholder value and encourage increased retention of senior employees. Those employees who are designated as Material Risk Takers receive part of their annual bonus as a deferred award comprising 50% in shares, and 50% in cash. Either 40% (for any variable pay award of less than £500,000) or 60% (for any variable pay award greater than £500,000) is deferred over a four, five or seven year period from the anniversary of the initial award. Deferred bonus awards in shares are subject to an additional one-year retention period from the point of delivery. Any deferred awards are dependent on continued employment and subject to Santander UK's discretion, and the vesting of deferred bonus awards are subject to risk and performance adjustment. c) Partnership Shares scheme A Partnership Shares scheme is operated for eligible employees under the Share Incentive Plan (SIP) umbrella. Participants can choose to invest up to £1,800 per tax year (or no more than 10% of an employee’s salary for the tax year) from pre-tax salary to buy 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 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 190 shares can be released from trust after five years free of income tax and national insurance contributions. 3,974,698 shares were outstanding at 31 December 2022 (2021: 3,618,796 shares). d) Transformation Incentive Plan This is a one-off long-term incentive plan which is designed to recognise the achievement of financial targets and an enhanced customer experience, whilst maintaining appropriate conduct controls and risk management, over the course of our transformation period. Awards under the plan will be assessed over the period 1 January 2021 to 31 December 2023. Awards are granted half in cash and half in share-based units (linked to the Banco Santander SA share price), and will vest in accordance with regulatory requirements. The total value of share-based awards granted in 2022 was £1m and the liability arising from share-based payment transactions, excluding any cash element was £1.8m. 37. 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 (KMP) of the Santander UK group is set out in aggregate below. 2022 2021 2020 Directors’ remuneration £ £ £ Salaries and fees(1) 4,696,699 5,488,388 5,361,444 Performance-related payments(2) 3,701,569 3,431,294 933,703 Other fixed remuneration (allowances and non-cash benefits) 906,201 929,935 1,107,348 Expenses 27,715 17,097 6,772 Total remuneration 9,332,184 9,866,714 7,409,267 Compensation for loss of office(3) 172,856 356,054 — 2022 2021 2020 Directors' and Other Key Management Personnel compensation £ £ £ Short-term employee benefits(2) 22,627,595 20,553,672 16,663,726 Post-employment benefits 1,026,848 988,829 1,821,548 Compensation for loss of office(3) 1,713,256 356,054 263,097 Total compensation 25,367,699 21,898,555 18,748,371 (1)2021 and 2020 salaries and fees have been restated to reflect fees earned in respect of services rendered during the year. Fees of £7,463 have been reallocated from 2021 to 2020. (2)2021 and 2020 Performance related payments have been restated to account for 36% of Directors and selected KMP awards being subject to long-term metrics. Performance against these metrics can decrease the award to 0% and may not increase the award value. Previously, the value of the Variable Pay Plan awards have been disclosed in full which has resulted in an overstatement post the application of performance conditions. The value of the 2021 and 2020 Variable Pay Plan awards subject to long-term performance conditions will be disclosed after the close of the performance period upon vesting. In addition to the remuneration in the table above, no grants of shares in Banco Santander SA were made to Directors and KMPs as part of buy-outs of deferred performance-related payments in connection with previous employment in 2022 (2021: one to a KMP with a value of £107,225, of which £25,413 vested in the year, 2020: one to a Director of £1,293,678 of which £242,605 vested in the year and one to a KMP of £924,133 of which £60,500 vested in the year). A payment of guaranteed variable remuneration of £660,648 was made to a Director in 2022 (2021: £nil, 2020: £nil) part of which was awarded in Banco Santander SA shares. The element of the guaranteed remuneration which vested in respect of 2022 has been disclosed above, 40%, and the remaining 60% will be disclosed upon vesting. (3) Compensation for loss of office of £172,856 was paid in 2022 to two Directors (2021: £356,054 for two Directors, 2020: £nil). Compensation for loss of office was paid to three KMPs in 2022 totalling £1,540,400 (2021: £nil , 2020: one KMP: £263,097). In 2022, the remuneration, excluding pension contributions, of the highest paid Director, was £3,510,441 (2021: £3,740,810, 2020: £2,093,149) of which £1,900,506 (2021: £1,864,320, 2020: £nil) was performance related. In 2022, the accrued defined benefit pension relating to the highest paid director was £nil (2021: £22,119, 2020: £21,309 per annum for a different individual). b) Retirement benefits Defined benefit pension schemes are provided to certain employees. See Note 30 for details of the schemes and the related costs and obligations. One director has a deferred pension benefit accruing under a defined benefit scheme. Ex gratia pensions paid to former Directors of Santander UK plc in 2022, which have been provided for previously, amounted to £379,945 (2021: £370,668; 2020: £366,248). Since the Company became part of the Banco Santander group, the Board has not awarded any new ex-gratia pensions. c) Transactions with Directors, Other Key Management Personnel and each of their connected persons Directors, Other Key Management Personnel (defined as 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 ordinary course of business. 2022 2021 No. £000 No. £000 Secured loans, unsecured loans and overdrafts At 1 January 6 360 12 3,640 Net movements 4 511 (6) (3,280) At 31 December 10 871 6 360 Deposit, bank and instant access accounts and investments At 1 January 21 6,552 23 8,195 Net movements 2 (2,419) (2) (1,643) At 31 December 23 4,133 21 6,552 In 2022 and 2021, no Director held any interest in the shares of any company in the Santander UK group and no Director exercised or was granted any rights to subscribe for shares in any company in the Santander UK group. In addition, in 2022 and 2021, no Directors exercised share options over shares in Banco Santander SA, the ultimate parent company of the Company. Secured 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 in 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 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 191 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 in the Santander UK group. 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 in Santander UK group. In 2022, loans were made to six Directors (2021: four Directors), with a principal amount of £540,450 outstanding at 31 December 2022 (2021: £348,306). In 2022, loans were made to four Other Key Management Personnel (2021: two), with a principal amount of £330,972 outstanding at 31 December 2022 (2021: £11,678). In 2022 and 2021, there were no other transactions, arrangements or agreements with Santander UK in which Directors, Other Key Management Personnel or their connected persons had a material interest. In addition, in 2022 and 2021, no Director had a material interest in any contract of significance with Santander UK other than a service contract or appointment letter, as appropriate. 38. 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.aboutsantander.co.uk) or on the Banco Santander corporate website (www.santander.com). b) Transactions with related parties Transactions with related parties during the year and balances outstanding at the year-end: Group Interest, fees and other income received Interest, fees and other expenses paid Amounts owed by related parties Amounts owed to related parties 2022 2021 2020 2022 2021 2020 2022 2021 2022 2021 £m £m £m £m £m £m £m £m £m £m Ultimate parent (710) (164) (119) 47 33 105 1,363 816 (1,673) (1,150) Immediate parent (6) (6) (7) 308 263 316 1 7 (14,390) (10,935) Fellow subsidiaries (69) (57) (58) 177 163 157 108 159 (348) (534) Associates & joint ventures (76) (34) (29) 17 4 — 4,151 3,075 (973) (918) (861) (261) (213) 549 463 578 5,623 4,057 (17,384) (13,537) Company Interest, fees and other income received Interest, fees and other expenses paid Amounts owed by related parties Amounts owed to related parties 2022 2021 2020 2022 2021 2020 2022 2021 2022 2021 £m £m £m £m £m £m £m £m £m £m Ultimate parent (689) (160) (101) 28 34 84 1,351 815 (1,662) (1,150) Immediate parent (6) (6) (7) 308 263 316 1 7 (14,390) (10,935) Subsidiaries (514) (390) (655) 782 820 932 26,731 22,841 (26,592) (23,143) Fellow subsidiaries (67) (55) (49) 172 150 140 108 159 (404) (591) Associates & joint ventures — — — — — — — 1 (19) (18) (1,276) (611) (812) 1,290 1,267 1,472 28,191 23,823 (43,067) (35,837) For more on this, see ‘Balances with other Banco Santander group members’ in the Risk review, Note 13. Loans and advances to customers, Note 23. Deposits by customers and Note 33. Other Equity Instruments. In addition, transactions with pension schemes operated by the Santander UK group are described in Note 30. In November 2022, Santander (UK) Group Pension Scheme Trustees Limited entered into an unsecured committed liquidity facility with Santander UK plc for £600m with a maturity date of 31 December 2024. This facility provides an alternate source of short-term liquidity for day-to-day operational needs. At the balance sheet date, no drawings had been made from this facility and the entire facility remained undrawn. The above transactions were made in the ordinary course of business, on substantially the same terms as for comparable transactions with third party counterparties, and within limits acceptable to the PRA. Such transactions do not involve more than the normal risk of collectability or present any unfavourable features. In 2020, Santander Consumer (UK) plc (SCUK) purchased a 50% share in a new joint venture, Volvo Car Financial Services UK Limited. In 2021, £390m of dealer lending was transferred from SCUK to the new entity. In October 2020, Santander UK plc transferred a portfolio of mortgage assets with a carrying amount of £3,163m to Santander Financial Services plc for a cash consideration of £3,174m, including a purchase price premium of £11m. In 2021, SCUK sold its entire 50% shareholding in PSA Finance UK Limited to PSA Financial Services Spain EFC SA, a joint venture between Santander Consumer Finance SA, a fellow subsidiary of Banco Santander SA, and Banque PSA Finance SA. In 2021, a significant part of the CIB business of Santander UK was transferred to the London branch of Banco Santander SA by way of a Part VII banking business transfer scheme. For more details, see Note 42. In 2021, we sold our current head office site in Triton Square, London to Santander UK Investments, a wholly owned subsidiary of our ultimate parent. Santander UK occupies space within the building and paid fees of £6m (2021: £4m) under an occupational licence arrangement. In May 2022, Santander UK plc transferred a portfolio of mortgage assets with a carrying amount of £624m to Santander Financial Services plc for a cash consideration of £631m, including a purchase price premium of £7m. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 192 39. FINANCIAL INSTRUMENTS a) Fair value measurement and hierarchy (i) Fair value measurement The fair value of 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 has access at that date. The fair value of a liability reflects its non-performance risk. 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. 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. Santander UK 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. (ii) Fair value hierarchy Santander UK 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. Santander UK categorises assets and liabilities measured at fair value within the fair value hierarchy based on the inputs to the valuation techniques as follows: Level 1Unadjusted quoted prices for identical assets or liabilities in an active market that Santander UK can access at the measurement date. Active markets are assessed by reference to average daily trading volumes in absolute terms and, where applicable, by reference to market capitalisation for the instrument. Level 2Quoted 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 3Significant inputs to the pricing or valuation techniques are unobservable. These unobservable inputs reflect the assumptions that market participants would use when pricing assets or liabilities and are considered significant to the overall valuation. 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 at the end of the reporting period. b) Valuation techniques The main valuation techniques employed in internal models to measure the fair value of the financial instruments at 31 December 2022 and 2021 are set out below. In substantially all cases, the principal inputs into these models are derived from observable market data. Santander UK did not make any material changes to the valuation techniques and internal models it used in 2022, 2021 and 2020. A.In the valuation of financial instruments requiring static hedging (for example interest rate, currency derivatives and property derivatives) 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 house price index levels, as well as credit spreads. 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. B.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 the bid-offer spread, foreign currency exchange rates, volatility and correlation between indices. In limited circumstances, other inputs may be used in these models that are based on unobservable market data, such as the Halifax’s UK HPI volatility, HPI forward growth, HPI spot rate, mortality and mean reversion. C.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 unobservable market data, such as HPI volatility, HPI forward growth, HPI spot rate and mortality. D.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 of non-linear instruments, if the portfolio is exposed to credit risk such as credit derivatives, the probability of default is determined using the credit default spread market. 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. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 193 The fair values of the financial instruments arising from Santander UK’s internal models take into account, among other things, contract terms and observable market data, which include such factors as bid-offer spread, interest rates, credit risk, exchange rates, the quoted market price of 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. Santander UK 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. c) 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 with the Risk 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 verification is utilised. In inactive markets, direct observation of a traded price may not be possible. In these circumstances, Santander UK will source alternative market information to validate the financial instrument’s fair value, with greater weight given to information that is considered to be more relevant and reliable. The factors that are considered in this regard include: –The extent to which prices may be expected to represent genuine traded or tradeable prices –The degree of similarity between financial instruments –The degree of consistency between different sources –The process followed by the pricing provider to derive the data –The elapsed time between the date to which the market data relates and the balance sheet date –The manner in which the data was sourced. The source of pricing data is considered as part of the process that determines the classification of the level of a financial instrument. Consideration is given to the quality of the information available that provides the current mark-to-model valuation and estimates of how different these valuations could be on an actual trade, taking into consideration how active the market is. For spot assets that cannot be sold due to illiquidity, forward estimates are discounted to estimate a realisable value over time. Adjustments for illiquid positions are regularly reviewed to reflect changing market conditions. For fair values determined using a valuation model, the control framework may include as applicable, independent development and / or validation of: (i) the logic within the models; (ii) the inputs to those models; and (iii) any adjustments required outside the models. Internal valuation models are validated independently within the Risk Department. A validation report is produced for each model-derived valuation that assesses the mathematical assumptions behind the model, the implementation of the model and its integration within the trading system. d) 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 2022 and 2021, including their levels in the fair value hierarchy - Level 1, Level 2 and Level 3. It does not include fair value information for financial assets and financial liabilities carried at amortised cost if the carrying amount is a reasonable approximation of fair value. Cash and balances at central banks, which consist of demand deposits with the Bank of England, together with cash in tills and ATMs, have been excluded from the table as the carrying amount is deemed an appropriate approximation of fair value. Group 2022 2021 Fair value Carrying Fair value Carrying Level 1 Level 2 Level 3 Fair value value Level 1 Level 2 Level 3 Fair value value £m £m £m £m £m £m £m £m £m £m Assets Loans and advances to customers — — 212,479 212,479 219,716 — — 212,811 212,811 210,094 Loans and advances to banks — 992 — 992 992 — 1,169 — 1,169 1,169 Reverse repurchase agreements - non trading — 7,341 — 7,341 7,348 — 12,453 226 12,679 12,683 Other financial assets at amortised cost 144 — — 144 156 164 348 — 512 506 144 8,333 212,479 220,956 228,212 164 13,970 213,037 227,171 224,452 Liabilities Deposits by customers — 51 195,483 195,534 195,568 — 48 192,898 192,946 192,926 Deposits by banks — 27,979 55 28,034 28,525 — 33,770 85 33,855 33,855 Repurchase agreements - non trading — 7,982 — 7,982 7,982 — 11,718 — 11,718 11,718 Debt securities in issue 2,574 26,349 1,582 30,505 31,531 963 23,926 1,218 26,107 25,520 Subordinated liabilities 19 2,358 224 2,601 2,332 37 2,350 238 2,625 2,228 2,593 64,719 197,344 264,656 265,938 1,000 71,812 194,439 267,251 266,247 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 194 Company 2022 2021 Fair value Carrying Fair value Carrying Level 1 Level 2 Level 3 Fair value value Level 1 Level 2 Level 3 Fair value value £m £m £m £m £m £m £m £m £m £m Assets Loans and advances to customers — — 228,026 228,026 235,071 — — 225,587 225,587 222,861 Loans and advances to banks — 992 — 992 992 — 1,200 — 1,200 1,200 Reverse repurchase agreements - non trading — 7,341 — 7,341 7,348 — 12,453 226 12,679 12,683 Other financial assets at amortised cost 144 1,553 — 1,697 1,707 164 1,931 — 2,095 2,090 144 9,886 228,026 238,056 245,118 164 15,584 225,813 241,561 238,834 Liabilities Deposits by customers — 51 209,009 209,060 209,094 — 48 205,006 205,054 205,034 Deposits by banks — 27,966 5,727 33,693 34,184 — 33,631 5,214 38,845 38,845 Repurchase agreements - non trading — 7,982 — 7,982 7,982 — 11,718 — 11,718 11,718 Debt securities in issue 2,677 25,907 1,473 30,057 30,721 963 23,105 1,218 25,286 24,554 Subordinated liabilities 19 2,362 224 2,605 2,336 37 2,350 238 2,625 2,233 2,696 64,268 216,433 283,397 284,317 1,000 70,852 211,676 283,528 282,384 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 included as a separate line item on the balance sheet. Valuation methodology for financial instruments carried at amortised cost The valuation approach to specific categories of financial instruments is described below. Assets: 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 either current market rates or credit spreads relevant to the specific industry of the borrower. 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 fair value of the mortgage portfolio is calculated by discounting contractual cash flows by different spreads for each LTV Band, after taking account of expected customer prepayment rates. The spread is based on new business interest rates derived from publicly available competitor market information. ii) Corporate loans The determination of the fair values of performing loans is calculated by discounting the contractual cash flows and also deducting other costs relating to expected credit losses, cost of capital, credit risk capital, operational risk capital, cost of funding and operating costs. iii) Other loans These consist of unsecured personal loans, credit cards, overdrafts and consumer (auto) finance. The weighted average lives of these portfolios are typically short and relate to relatively new business. For unsecured personal loans and consumer (auto) finance loans, a small surplus or deficit has been recognised based on the differential between existing portfolio margins and the current contractual interest rates. 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 based on a discounted spread for the term of the loans using valuation technique A as described above. 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. Reverse repurchase agreements - non-trading The fair value of the reverse repurchase agreements - non trading has been estimated using valuation technique A as described above, using a spread appropriate to the underlying collateral. Other financial assets at amortised cost These consist of asset backed securities and debt securities. The asset backed securities can be complex products and in some instances are valued with the assistance of an independent, specialist valuation firm. These fair values are determined using industry-standard valuation techniques, including discounted cash flow models. The inputs to these models used in these valuation techniques include quotes from market makers, prices of similar assets, adjustments for differences in credit spreads, and additional quantitative and qualitative research. The debt security investments consist of a portfolio of government debt securities. The fair value of this portfolio has been determined using quoted market prices. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 195 Liabilities: 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. 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 deposit liabilities has been estimated using valuation technique A as described above. Deposits by banks The fair value of deposits by banks, including repos, has been estimated using valuation technique A as described above, discounted at the appropriate credit spread. Repurchase agreements - non trading The fair value of the repurchase agreements - non trading has been estimated using valuation technique A as described above, discounted at a spread appropriate to the underlying collateral. 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. Where reliable prices are not available, internal models have been used to determine fair values, which take into account, among other things, contract terms and observable market data, which include such factors as interest rates, credit risk and exchange rates. 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. e) Fair values of financial instruments measured at fair value The following tables summarise the fair values of the financial assets and liabilities accounted for at fair value at 31 December 2022 and 31 December 2021, analysed by their levels in the fair value hierarchy - Level 1, Level 2 and Level 3. Group 2022 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Valuation £m £m £m £m £m £m £m £m technique Assets Derivative financial instruments Exchange rate contracts — 2,044 — 2,044 — 1,193 1 1,194 A Interest rate contracts — 2,399 7 2,406 — 1,547 — 1,547 A & C Equity and credit contracts — 100 30 130 — 116 45 161 B & D Netting — (2,173) — (2,173) — (1,221) — (1,221) — 2,370 37 2,407 — 1,635 46 1,681 Other financial assets at FVTPL Loans and advances to customers — — 45 45 — — 74 74 A Debt securities — 12 72 84 — — 111 111 A, B & D — 12 117 129 — — 185 185 Financial assets at FVOCI Debt securities 5,996 28 — 6,024 5,833 — — 5,833 D Loans and advances to customers — — — — — — 18 18 D 5,996 28 — 6,024 5,833 — 18 5,851 Total assets at fair value 5,996 2,410 154 8,560 5,833 1,635 249 7,717 Liabilities Derivative financial instruments Exchange rate contracts — 471 — 471 — 506 — 506 A Interest rate contracts — 2,624 4 2,628 — 1,436 2 1,438 A & C Equity and credit contracts — 17 8 25 — 24 30 54 B & D Netting — (2,173) — (2,173) — (1,221) — (1,221) — 939 12 951 — 745 32 777 Other financial liabilities at FVTPL Debt securities in issue — 477 3 480 — 555 5 560 A Structured deposits — 321 — 321 — 223 — 223 A Collateral and associated financial guarantees — 2 — 2 — 19 1 20 D — 800 3 803 — 797 6 803 Total liabilities at fair value — 1,739 15 1,754 — 1,542 38 1,580 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 196 Company 2022 2021 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Valuation £m £m £m £m £m £m £m £m technique Assets Derivative financial instruments Exchange rate contracts — 2,264 — 2,264 — 1,198 1 1,199 A Interest rate contracts — 2,369 3 2,372 — 1,541 195 1,736 A & C Equity and credit contracts — 100 30 130 — 116 45 161 B & D Netting — (2,173) — (2,173) — (1,221) — (1,221) — 2,560 33 2,593 — 1,634 241 1,875 Other financial assets at FVTPL Loans and advances to customers — — 45 45 — — 73 73 A Debt securities — 12 2 14 — 1 20 21 C — 12 47 59 — 1 93 94 Financial assets at FVOCI Debt securities 5,996 28 — 6,024 5,833 — — 5,833 D Loans and advances to customers — — — — — — — — D 5,996 28 — 6,024 5,833 — — 5,833 Total assets at fair value 5,996 2,600 80 8,676 5,833 1,635 334 7,802 Liabilities Derivative financial instruments Exchange rate contracts — 584 — 584 — 693 — 693 A Interest rate contracts — 2,601 987 3,588 — 1,705 11 1,716 A & C Equity and credit contracts — 17 8 25 — 24 30 54 B Netting — (2,173) — (2,173) — (1,221) — (1,221) B — 1,029 995 2,024 — 1,201 41 1,242 Other financial liabilities at FVTPL Debt securities in issue — 477 3 480 — 556 5 561 A Structured deposits — 321 — 321 — 223 — 223 A Collateral and associated financial guarantees — 2 — 2 — 19 1 20 — 800 3 803 — 798 6 804 Total liabilities at fair value — 1,829 998 2,827 — 1,999 47 2,046 . Transfers between levels of the fair value hierarchy In 2022 there were no significant (2021: no significant) transfers of financial instruments between levels of the fair value hierarchy. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 197 f) Fair value adjustments The internal models incorporate assumptions that Santander UK believes would be made by a market participant to establish fair value. Fair value adjustments are adopted when Santander UK considers that there are additional factors that would be considered by a market participant that are not incorporated in the valuation model. Santander UK 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 fair value adjustments are set out in the following table: 2022 2021 £m £m Risk-related: - Bid-offer and trade specific adjustments (12) (9) - Uncertainty 12 20 - Credit risk adjustment 2 6 - Funding fair value adjustment 1 3 3 20 Day One profit 1 — 4 20 Risk-related adjustments Risk-related adjustments are driven, in part, by the magnitude of Santander UK’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 Portfolios are marked at bid or offer, as appropriate. Valuation models will typically generate mid-market values. The bid-offer adjustment reflects the cost that would be incurred if substantially all residual net portfolio market risks were closed using available hedging instruments or by disposing of or unwinding the position. For debt securities, the bid-offer spread is based on a market price at an individual security level. For other products, the major risk types are identified. For each risk type, the net portfolio risks are first classified into buckets, and then a bid-offer spread is applied to each risk bucket based upon the market bid-offer spread for the relevant hedging instrument. (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, a range of possible values exists that the financial instrument or market parameter may assume, and an adjustment may be needed 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 Santander UK 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 Santander UK may default, and that Santander UK may not pay full market value of the transactions. Santander UK 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. Santander UK 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, Santander UK calculates the DVA by applying the PD of the Santander UK group, to the expected positive exposure of the counterparty to Santander UK and multiplying the result by the LGD. Both calculations are performed over the life of the potential exposure. For most products Santander UK 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. The methodologies do not, in general, account for wrong-way risk. Wrong-way risk arises where the underlying value of the derivative prior to any credit risk adjustment is positively correlated to the probability of default of the counterparty. When there is significant wrong-way risk, a trade-specific approach is applied to reflect the wrong-way risk within the valuation. Exposure to wrong-way risk is limited via internal governance processes and deal pricing. Santander UK considers that an appropriate adjustment to reflect wrong-way risk is £nil (2021: £nil). (iv) Funding fair value adjustment (FFVA) 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. 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. 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 without immediate reversal of deferred Day One profits and losses. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 198 g) 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 further details on the valuation techniques used for each type of instrument. Each instrument is initially valued at transaction price: Balance sheet value Fair value movements recognised in profit/(loss) 2022 2021 2022 2021 2020 Balance sheet line item Category Financial instrument product type £m £m £m £m £m 1. Derivative assets Equity and credit contracts Reversionary property interests 30 45 (8) — 3 2. FVTPL assets Loans and advances to customers Roll-up mortgage portfolio 28 48 (18) (5) 6 3. FVTPL assets Loans and advances to customers Other loans 17 26 (4) (2) 3 4. FVTPL assets Debt securities Reversionary property securities 70 91 — 5 6 5. FVTPL assets Debt securities Credit linked notes 2 20 4 (5) (16) 6. FVOCI assets Loans and advances to customers Other loans — 18 — (3) (4) 7. Derivative liabilities Equity contracts Property options and forwards (8) (30) 4 (1) (3) 8. FVTPL liabilities Financial guarantees Credit protection guarantee — (1) 1 6 16 139 217 (21) (5) 11 Other Level 3 assets 7 1 6 (1) 7 Other Level 3 liabilities (7) (7) (2) 2 (1) Total net assets 139 211 Total income/(expense) (17) (4) 17 Valuation techniques 1. 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 homeowner 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. 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 Markit, which 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. 2. FVTPL assets – Loans and advances to customers – roll-up mortgage portfolio 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 have to make any interest payments during their lifetime in which case 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 equity guarantee’. Santander UK 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, Santander UK uses a probability- weighted set of European option prices (puts) determined using the Black-Scholes model, in which the ‘no negative equity guarantee’ 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 1 above. The other parameters do not have a significant effect on the value of the instruments. 3. FVTPL assets – Loans and advances to customers – other loans These relate to loans to transport and education companies. The fair value of these loans is estimated using the ‘present value’ model based on a credit curve derived from current market spreads. Loan specific credit data is unobservable, so a proxy population is applied based on industry sector and credit rating. 4. FVTPL assets – Debt securities These consist of reversionary property securities and 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 Santander UK’s reversionary interest portfolio underlying the derivatives. The probability weighting used reflects the probability of the homeowner vacating the property through death or moving into care and is calculated from mortality 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 1 above. An adjustment is also made to reflect the specific property risk. Specific property risk is from the difference between the specific properties in the portfolio, and the average price as expressed in the regionally weighted house price index. 5. FVTPL assets – Debt securities (Credit linked notes) These consist of the retained senior tranches of credit linked notes in respect of credit protection vehicles sponsored by Santander UK and are mandatorily held at fair value through profit or loss. These vehicles provide credit protection on reference portfolios of Santander UK group loans with junior notes sold to external investors. The notes retained by Santander UK are classified as level 3 financial instruments as their valuation depends upon unobservable parameters relating to the underlying reference portfolios of loans, including credit spreads, correlations and prepayment speed, which have a significant effect on the overall valuation. For more information, see ‘Credit protection entities’ in Note 19. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 199 6. FVOCI assets – Loans and advances to customers – other loans These relate to shipping loans. The fair value of these loans is estimated using the ‘present value’ model based on a credit curve derived from current market spreads. Loan specific credit data is unobservable, so a proxy population is applied based on industry sector and credit rating. 7. Derivative liabilities – Equity contracts There are three types of derivatives in 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, which is unobservable. 8. FVTPL liabilities – Financial guarantees These relate to credit protection guarantees in respect of the proceeds of the retained senior tranches of credit linked notes described in Instrument 5 above and have been designated at fair value through profit or loss. These instruments are valued using the same unobservable parameters described in Instrument 5 above, such that changes in the valuation of the senior tranches of the credit linked notes are offset by changes in the value of these credit protection guarantees. For more information, see ‘Credit protection entities’ in Note 19. Reconciliation of fair value measurement in Level 3 of the fair value hierarchy The following table sets out the movements in Level 3 financial instruments in 2022 and 2021: Assets Liabilities Derivatives Other financial assets at FVTPL Financial assets at FVOCI Total Derivatives Other financial liabilities at FVTPL Total £m £m £m £m £m £m £m At 1 January 2022 46 185 18 249 (32) (6) (38) Total (losses)/gains recognised: Fair value movements(2) (2) (18) — (20) 2 1 3 Foreign exchange and other movements — — — — — — — Transfers in — — — — (2) — (2) Transfers out — — — — — — — Netting(1) — (8) — (8) — — — Sales — (5) — (5) — — — Settlements (7) (37) (18) (62) 20 2 22 At 31 December 2022 37 117 — 154 (12) (3) (15) Gains/(losses) recognised in profit or loss/other comprehensive income relating to assets and liabilities held at the end of the year(2) (2) (18) — (20) 2 1 3 At 1 January 2021 68 208 21 297 (32) (8) (40) Total gains/(losses) recognised: - Fair value movements (1) (7) (3) (11) — 7 7 Netting(1) — 23 — 23 — (5) (5) Sales — (16) — (16) — — — Settlements (21) (23) — (44) — — — At 31 December 2021 46 185 18 249 (32) (6) (38) Gains/(losses) recognised in profit or loss/other comprehensive income relating to assets and liabilities held at the end of the year (1) (7) (3) (11) — 7 7 (1)This relates to the effect of netting on the fair value of the credit linked notes due to a legal right of set-off between the principal amounts of the senior notes and the associated cash deposits. For more, see ‘ii) Credit protection entities’ in Note 19. (2)Fair value movements relating to derivatives and other financial assets at FVTPL are recognised in other operating income in the income statement. Fair value movements relating to financial assets at FVOCI are recognised in the movement in fair value reserve (debt instruments). Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 200 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. Significant unobservable input Sensitivity Assumption value Favourable changes Unfavourable changes Fair value Range Weighted average Shift 2022 £m Assumption description £m £m 1. Derivative assets – Equity and credit contracts: 30 HPI Forward growth rate -5% to 5% 0.53% 1% 4 (4) – Reversionary property derivatives HPI Spot rate(2) n/a 513 10% 4 (4) 2. FVTPL – Loans and advances to customers: 28 HPI Forward growth rate -5% to 5% 1.39% 1% 1 (1) – Roll-up mortgage portfolio 3. FVTPL – Loans and advances to customers: 17 Credit spreads 0.19% - 2.04% 0.98% 20% — — – Other loans 4. FVTPL – Debt securities: 70 HPI Forward growth rate -5% to 5% 0.53% 1% 1 (1) – Reversionary property securities HPI Spot rate(2) n/a 513 10% 3 (3) 5. FVOCI - Loans and advances to customers: — Credit spreads 0.40% - 0.48% 0.48% 20% — — – Other loans 6. Derivative liabilities – Equity contracts: (8) HPI Forward growth rate -5% to 5% -0.92% 1% 1 (1) – Property options and forwards HPI Spot rate(2) n/a 491 10% 2 (3) 2021 1. Derivative assets – Equity and credit contracts: 45 HPI Forward growth rate 0% - 5% 2.56% 1% 6 (6) – Reversionary property derivatives HPI Spot rate(2) n/a 483 10% 6 (6) 2. FVTPL – Loans and advances to customers: 48 HPI Forward growth rate 0% - 5% 2.68% 1% 2 (2) – Roll-up mortgage portfolio 3. FVTPL – Loans and advances to customers: 26 Credit spreads 0.07% - 1.44% 0.50% 20% — — – Other loans 4. FVTPL – Debt securities: 91 HPI Forward growth rate 0% - 5% 2.56% 1% 1 (1) – Reversionary property securities HPI Spot rate(2) n/a 483 10% 4 (4) 5. FVOCI - Loans and advances to customers:(1) 18 Credit spreads 0.15% - 0.19% 0.04% 20% — — – Other loans 6. Derivative liabilities – Equity contracts: (30) HPI Forward growth rate 0% - 5% 2.39% 1% 2 (2) - Property-related options and forwards HPI Spot rate(2) n/a 469 10% 3 (3) (1)The range of actual assumption values used to calculate the weighted average disclosure. (2)The HPI spot rate in the weighted average column represents the HPI spot rate index level at 31 December 2022 and 2021. No sensitivities are presented for FVTPL assets – Debt securities, Credit Linked Notes (instrument 5) and FVTPL liabilities – financial guarantees (instrument 8), as the terms of these instruments are fully matched. As a result, any changes in the valuation of the credit linked notes would be offset by an equal and opposite change in the valuation of the financial guarantees. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 201 h) Maturities of financial 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 Santander UK based on the remaining period to the contractual maturity date at the balance sheet date. Deposits by customers largely consist of retail deposits. This table is not intended to show the liquidity of Santander UK. Group On demand Not later than 3 months Later than 3 months and not later than 1 year Later than 1 year and not later than 5 years Later than 5 years Total 2022 £m £m £m £m £m £m Financial liabilities Derivative financial instruments — 206 120 496 255 1,077 Other financial liabilities at fair value through profit or loss — — 98 443 438 979 Deposits by customers 180,218 3,875 7,077 4,295 335 195,800 Deposits by banks 2,048 1,309 298 26,141 — 29,796 Repurchase agreements – non trading — 7,984 3 — — 7,987 Debt securities in issue — 5,814 1,485 16,672 9,921 33,892 Subordinated liabilities — 35 691 1,149 1,400 3,275 Lease liabilities — — 32 80 26 138 Total financial liabilities 182,266 19,223 9,804 49,276 12,375 272,944 Off-balance sheet commitments given 19,089 787 898 7,508 3,554 31,836 2021 Financial liabilities Derivative financial instruments — 74 58 389 288 809 Other financial liabilities at fair value through profit or loss — 6 8 553 236 803 Deposits by customers 177,926 3,107 4,691 5,750 1,583 193,057 Deposits by banks 1,377 551 41 31,986 — 33,955 Repurchase agreements – non trading — 11,419 299 — — 11,718 Debt securities in issue — 4,993 2,725 11,921 6,552 26,191 Subordinated liabilities — 32 98 1,547 2,020 3,697 Lease liabilities — — 32 78 31 141 Total financial liabilities 179,303 20,182 7,952 52,224 10,710 270,371 Off-balance sheet commitments given 20,519 5,359 5,734 5,523 574 37,709 Company 2022 £m £m £m £m £m £m Financial liabilities Derivative financial instruments — 283 127 488 1,594 2,492 Other financial liabilities at fair value through profit or loss — — 98 443 438 979 Deposits by customers 192,511 5,139 7,114 3,652 941 209,357 Deposits by banks 2,116 6,903 298 26,141 — 35,458 Repurchase agreements – non trading — 7,984 3 — — 7,987 Debt securities in issue — 5,802 1,425 16,660 9,068 32,955 Subordinated liabilities — 35 691 1,149 1,400 3,275 Lease liabilities — — 31 76 19 126 Total financial liabilities 194,627 26,146 9,787 48,609 13,460 292,629 Off-balance sheet commitments given 23,701 788 1,045 7,754 3,551 36,839 2021 Financial liabilities Derivative financial instruments — 100 62 588 552 1,302 Other financial liabilities at fair value through profit or loss — 6 8 553 237 804 Deposits by customers 189,421 3,788 4,471 5,315 2,184 205,179 Deposits by banks 1,109 5,811 41 31,984 — 38,945 Repurchase agreements – non trading — 11,419 299 — — 11,718 Debt securities in issue — 4,974 2,693 11,700 5,800 25,167 Subordinated liabilities — 32 98 1,547 2,020 3,697 Lease liabilities — — 31 76 25 132 Total financial liabilities 190,530 26,130 7,703 51,763 10,818 286,944 Off-balance sheet commitments given 24,352 5,359 5,816 5,855 518 41,900 As the above table is based on contractual maturities, no account is taken of call features related to subordinated liabilities. In addition, the repayment terms of debt securities may be accelerated in line with relevant covenants. Further, no account is taken of the possible early repayment of Santander UK’s mortgage- backed non-recourse finance which is redeemed by Santander UK as funds become available from redemptions of the residential mortgages. Santander UK has no control over the timing and amount of redemptions of residential mortgages. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 202 40. OFFSETTING FINANCIAL ASSETS AND LIABILITIES 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 transactions 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 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 if a counterparty defaults. Santander UK 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 Santander UK’s actual credit exposure. Group Amounts subject to enforceable netting arrangements Assets not subject to enforceable netting arrangements(2) Effects of offsetting on balance sheet Related amounts not offset Gross amounts Amounts offset Net amounts on balance sheet Financial instruments Financial collateral(1) Net amount Balance sheet total(3) 2022 £m £m £m £m £m £m £m £m Assets Derivative financial assets 4,525 (2,173) 2,352 (515) (1,720) 117 55 2,407 Reverse repurchase, securities borrowing & similar agreements: –Amortised cost 8,826 (1,478) 7,348 (9) (7,339) — — 7,348 –Fair value — — — — — — — — Loans and advances to customers and banks⁽⁴⁾ 5,169 (908) 4,261 — — 4,261 216,447 220,708 18,520 (4,559) 13,961 (524) (9,059) 4,378 216,502 230,463 Liabilities Derivative financial liabilities 3,085 (2,173) 912 (515) (115) 282 39 951 Repurchase, securities lending & similar agreements: –Amortised cost 9,460 (1,478) 7,982 (9) (7,973) — — 7,982 –Fair value — — — — — — — — Deposits by customers and banks⁽⁴⁾ 8,077 (908) 7,169 — — 7,169 216,924 224,093 20,622 (4,559) 16,063 (524) (8,088) 7,451 216,963 233,026 2021 Assets Derivative financial assets 2,832 (1,221) 1,611 (754) (693) 164 72 1,683 Reverse repurchase, securities borrowing & similar agreements: –Amortised cost 14,882 (2,199) 12,683 (435) (12,248) — — 12,683 Loans and advances to customers and banks⁽⁴⁾ 4,251 (923) 3,328 — — 3,328 207,935 211,263 21,965 (4,343) 17,622 (1,189) (12,941) 3,492 208,007 225,629 Liabilities Derivative financial liabilities 1,955 (1,221) 734 (754) 59 39 43 777 Repurchase, securities lending & similar agreements: –Amortised cost 13,917 (2,199) 11,718 (435) (11,283) — — 11,718 Deposits by customers and banks⁽⁴⁾ 8,609 (923) 7,686 — — 7,686 219,095 226,781 24,481 (4,343) 20,138 (1,189) (11,224) 7,725 219,138 239,276 (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 which are classified as either and that are subject to netting. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 203 Company Amounts subject to enforceable netting arrangements Assets not subject to enforceable netting arrangements(2) Effects of offsetting on balance sheet Related amounts not offset Gross amounts Amounts offset Net amounts on balance sheet Financial instruments Financial collateral(1) Net amount Balance sheet total(3) 2022 £m £m £m £m £m £m £m £m Assets Derivative financial assets 4,713 (2,173) 2,540 (799) (1,720) 21 53 2,593 Reverse repurchase, securities borrowing & similar agreements: –Amortised cost 8,826 (1,478) 7,348 (9) (7,339) — — 7,348 –Fair value — — — — — — — — Loans and advances to customers and banks (4) 26,313 (908) 25,405 — — 25,405 210,658 236,063 39,852 (4,559) 35,293 (808) (9,059) 25,426 210,711 246,004 Liabilities Derivative financial liabilities 4,158 (2,173) 1,985 (799) (115) 1,071 39 2,024 Repurchase, securities lending & similar agreements: –Amortised cost 9,460 (1,478) 7,982 (9) (7,973) — — 7,982 –Fair value — — — — — — — — Deposits by customers and banks (4) 32,617 (908) 31,709 — — 31,709 211,569 243,278 46,235 (4,559) 41,676 (808) (8,088) 32,780 211,608 253,284 2021 Assets Derivative financial assets 3,025 (1,221) 1,804 (899) (573) 332 72 1,876 Reverse repurchase, securities borrowing & similar agreements: –Amortised cost 14,882 (2,199) 12,683 (435) (12,248) — — 12,683 –Fair value — — — — — — — — Loans and advances to customers and banks(4) 22,479 (923) 21,556 — — 21,556 202,505 224,061 40,386 (4,343) 36,043 (1,334) (12,821) 21,888 202,577 238,620 Liabilities Derivative financial liabilities 2,422 (1,221) 1,201 (899) (127) 175 41 1,242 Repurchase, securities lending & similar agreements: –Amortised cost 13,917 (2,199) 11,718 (435) (11,283) — — 11,718 –Fair value — — — — — — — — Deposits by customers and banks (4) 30,407 (923) 29,484 — — 29,484 214,395 243,879 46,746 (4,343) 42,403 (1,334) (11,410) 29,659 214,436 256,839 (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 which are classified as either and that are subject to netting. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 204 41. INTEREST RATE BENCHMARK REFORM Regulatory announcements In March 2021, the FCA and ICE Benchmark Administration (IBA, the administrator of LIBOR) announced that GBP, Euro, Swiss franc and Japanese yen LIBOR settings, as well as settings for 1-week and 2-month US dollar LIBOR, would cease at the end of 2021, with the remaining US dollar LIBOR settings ceasing at the end of June 2023. To help mitigate the risk of widespread disruption to legacy LIBOR contracts which had not transitioned by the end of 2021, in September 2021 the FCA confirmed its decision to use powers granted under the UK Benchmarks Regulation, to require continued publication using a synthetic methodology for the 1-month, 3- month and 6-month GBP and Japanese yen LIBOR settings until at least the end of 2022. In September 2022, the FCA announced that for synthetic yen LIBOR setting, market participants should be prepared for publication to cease permanently at the end of 2022. The FCA also announced the continued publication of the 1-month and 6-month synthetic GBP LIBOR settings for a further 3 months after the end of 2022 until 31 March 2023 to support any remaining transition efforts. The FCA has no intention to use its powers to compel IBA to continue to publish the 1- and 6- month synthetic GBP LIBOR settings beyond this date and these settings will permanently cease immediately after their final publication on 31 March 2023. In November 2022, the FCA proposed to require the IBA to continue to publish the 1-month, 3-month and 6-month US dollar LIBOR settings under an unrepresentative synthetic methodology until the end of September 2024, after which it is expected to cease permanently. For GBP LIBOR, the FCA announced that they intend to continue to require IBA to publish the 3-month synthetic GBP LIBOR setting until the end of March 2024, after which it will cease permanently. The effect of these announcements and proposals is that the final LIBOR publication would be the end of September 2024: –the 3 synthetic Japanese yen LIBOR settings ceased at end of December 2022 –the 1-month and 6-month synthetic GBP LIBOR settings will cease at the end of March 2023 –the overnight and 12-month USD LIBOR settings will cease at the end of June 2023 –the 3-month synthetic GBP LIBOR setting will cease at the end of March 2024, and –the 1-month, 3-month and 6-month synthetic USD LIBOR settings would cease at the end of September 2024 (proposed). Amendments to accounting standards The IASB amended IFRS 9 ‘Financial Instruments’, IAS 39 ‘Financial Instruments: Recognition and Measurement’ and IFRS 7 ‘Financial Instruments: Disclosures’ in 2019 (the Phase 1 amendments) to provide temporary exceptions to specific hedge accounting requirements because of the uncertainty arising from the reform. The exceptions end at the earlier of when the uncertainty regarding the timing and the amount of interest rate benchmark-based cash flows is no longer present, and discontinuance of the hedge relationship (or reclassification of all amounts from the cash flow hedge reserve). The Phase 1 amendments continue to apply to Santander UK's GBP LIBOR cash flow hedges, for remaining legacy contracts, and USD LIBOR cash flow hedges (but not any using 1-week or 2-month USD LIBOR settings). The IASB made further amendments to various IFRSs (the Phase 2 amendments) in 2020 to address issues that might affect financial reporting during the reform of an interest rate benchmark, including the effects of changes to contractual cash flows or hedging relationships arising from the replacement of an interest rate benchmark with an alternative benchmark rate. The Phase 2 amendments require entities, as a practical expedient, to account for a change in the basis for determining the contractual cash flows by updating the effective interest rate using the guidance in IFRS 9 resulting in no immediate gain or loss being recognised, as long as the change is directly required by IBOR reform and takes place on an economically equivalent basis. The practical expedient was applied to all instruments or contracts that transitioned to alternative benchmark interest rates during 2022 and had no material impact for the Santander UK group. The Phase 2 amendments also provide additional temporary reliefs from applying specific IAS 39 hedge accounting requirements to hedging relationships directly affected by IBOR reform. For GBP LIBOR cash flow hedges of remaining legacy contracts using 1-month and 6-month synthetic settings, the transition to alternative benchmark interest rates will take place no later than March 2023 and, for those using the 3-month synthetic setting, no later than March 2024. For USD LIBOR cash flow hedges, transition will take place no later than June 2023 for those using overnight and 12-month USD LIBOR settings and no later than September 2024 for those using 1-month, 3-month and 6-month synthetic USD LIBOR settings. Managing LIBOR transition During 2021, Santander UK along with its customers and counterparties, agreed the transition to alternative reference rates for the majority of agreements referencing the LIBOR settings that ceased at the end of 2021. During 2022, the LIBOR transition project was closed, and local business areas have continued to work with customers and counterparties to further reduce the number of untransitioned agreements, including those referencing synthetic LIBOR and the continuing USD LIBOR settings. The following tables show the notional amounts of assets, liabilities and off-balance sheet commitments at 31 December 2022 and 31 December 2021 affected by IBOR reform that have yet to transition to an alternative benchmark interest rate. Group 2022 GBP(2) LIBOR USD(2) LIBOR Other(2) Total £m £m £m £m Assets Derivatives(1) — 1,665 — 1,665 Financial assets at amortised cost 76 57 — 133 76 1,722 — 1,798 Liabilities Derivatives(1) 66 1,846 — 1,912 66 1,846 — 1,912 Off-balance sheet commitments given 2 — — 2 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 205 2021 Assets Derivatives(1) — 1,480 — 1,480 Other financial assets at fair value through profit and loss 8 — — 8 Financial assets at amortised cost 1,373 81 1 1,455 1,381 1,561 1 2,943 Liabilities Derivatives(1) 338 1,831 — 2,169 Other financial liabilities at fair value through profit and loss — 5 — 5 Financial liabilities at amortised cost 34 185 — 219 372 2,021 — 2,393 Off-balance sheet commitments given 338 59 — 397 Company 2022 GBP(2) LIBOR USD(2) LIBOR Other(2) Total £m £m £m £m Assets Derivatives(1) — 1,665 — 1,665 Other financial assets at fair value through profit and loss — — — — Financial assets at amortised cost 52 57 — 109 Financial assets at fair value through comprehensive income — — — — 52 1,722 — 1,774 Liabilities Derivatives(1) 66 1,846 — 1,912 Other financial liabilities at fair value through profit and loss — — — — Financial liabilities at amortised cost — — — — 66 1,846 — 1,912 Off-balance sheet commitments given — — — — 2021 GBP(2) LIBOR USD(2) LIBOR Other(2) Total £m £m £m £m Assets Derivatives(1) — 1,480 — 1,480 Other financial assets at fair value through profit and loss 8 — — 8 Financial assets at amortised cost 1,326 81 1 1,408 1,334 1,561 1 2,896 Liabilities Derivatives(1) 338 1,831 — 2,169 Other financial liabilities at fair value through profit and loss — 5 — 5 338 1,836 — 2,174 Off-balance sheet commitments given 333 59 — 392 1.Many of the Santander UK group's derivatives subject to IBOR reform are standard ISDA contracts and are subject to supplementary ISDA fallback provisions which became effective on 25 January 2021. 2. Settings for GBP, JPY & NOK LIBOR & 1-week and 2-month USD LIBOR ceased on 31 December 2021 and for EONIA on 3 January 2022. For certain legacy contracts, while 1-month, 3-month and 6-month settings for JPY LIBOR ceased on 31 December 2022, 1-month and 6-month synthetic GBP LIBOR settings have been extended until the end of March 2023 and until the end of March 2024 for the 3-month synthetic GBP LIBOR setting. Overnight, and 12-month USD LIBOR settings will cease on 30 June 2023. For certain legacy contract, 1-month, 3-month and 6-month synthetic USD LIBOR settings would cease at the end of September 2024. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 206 The following tables show the notional amount of derivatives in hedging relationships directly affected by uncertainties related to IBOR reform. Group 2022 2021 USD LIBOR Total USD LIBOR Total £m £m £m £m Total notional value of hedging instruments –Cash flow hedges 2,906 2,906 2,586 2,586 –Fair value hedges 178 178 160 160 3,084 3,084 2,746 2,746 Maturing after cessation date(1) –Cash flow hedges 2,906 2,906 2,586 2,586 –Fair value hedges 178 178 160 160 3,084 3,084 2,746 2,746 Company 2022 2021 USD LIBOR Total USD LIBOR Total £m £m £m £m Total notional value of hedging instruments: –Cash flow hedges 2,906 2,906 2,586 2,586 –Fair value hedges 178 178 160 160 3,084 3,084 2,746 2,746 Maturing after cessation date(1) –Cash flow hedges 2,906 2,906 2,586 2,586 –Fair value hedges 178 178 160 160 3,084 3,084 2,746 2,746 (1)The 2-month USD LIBOR setting ceased on 31 December 2021. Overnight and 12-month USD LIBOR settings will cease on 30 June 2023. For certain legacy contracts, 1-month, 3-month and 6-month synthetic USD LIBOR settings would cease at the end of September 2024. The Santander UK group’s USD LIBOR cash flow hedges extend beyond the anticipated cessation dates for LIBOR. The Santander UK group expects that USD LIBOR will be replaced by SOFR but there remains uncertainty over the timing and amount of the replacement rate cash flows for USD LIBOR cash flow hedges. Hedging relationships impacted by uncertainty about IBOR reform may experience ineffectiveness due to market participants’ expectations of when the shift from the existing IBOR benchmark rate to an alternative benchmark interest rate will occur or because transition of the hedged item and the hedging instrument could occur at different times. The Santander UK group will cease to apply the assumptions that the hedged benchmark interest rate, the cash flows of the hedged item and/or hedging instrument will not be altered because of IBOR reform when the uncertainty arising from IBOR reform is no longer present. This will require amendment to hedge documentation by the end of the reporting period in which the changes occur. Cumulative changes in the hedged cash flows and the hedging instrument based on new alternative benchmark rates will also be remeasured when IBOR reform uncertainty is removed. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 207 42. DISCONTINUED OPERATIONS AND ASSETS HELD FOR SALE Discontinued operations Transfer of the CIB Business Santander UK plc transferred a significant part of its CIB business to the London branch of Banco Santander SA under a Part VII banking business transfer scheme, which completed on 11 October 2021. The residual parts of the CIB business were wound down or transferred to other segments. For the periods prior to its sale, the CIB business met the requirements for presentation as discontinued operations. The financial performance and cash flow information relating to the discontinued operations were as follows: For the years ended 31 December 2022 2021 2020 £m £m £m Net interest income — 32 55 Net fee and commission income — 35 66 Other operating income — 2 2 Total operating income — 69 123 Operating expenses before credit impairment (charges)/write-backs, provisions and charges — (33) (62) Credit impairment (charges)/write-backs — 11 (7) Provisions for other liabilities and charges — (4) (9) Total operating credit impairment (charges)/write-backs, provisions and charges — 7 (16) Profit from discontinued operations before tax — 43 45 Tax on profit from discontinued operations — (12) (13) Profit from discontinued operations after tax — 31 32 There were no gains or losses recognised on the measurement to fair value less costs to sell or on the disposal of the asset groups constituting the discontinued operations. In 2022, the net cash flows attributable to the operating activities in respect of discontinued operations were £nil outflow (2021: £3,612m outflow, 2020: £1,815m outflow). There were no investing or financing activities in respect of discontinued operations. Assets held for sale Sale of property Management considered the sale of Santander House and Shenley Wood freehold land and buildings, part of an agreement with the developer for the construction of Unity Place, to be highly probable at the balance sheet date. As such, the Santander UK group reclassified these properties, which are included in the Corporate Centre segment and carried at their sales prices, as held for sale. The sale is expected to complete in H2 2023 with no gain or loss. At 31 December 2022, assets held for sale comprised: 2022 2021 £m £m Assets Property, plant and equipment 49 — Total assets held for sale 49 — 43. EVENTS AFTER THE BALANCE SHEET DATE There have been no significant events between 31 December 2022 and the date of approval of these financial statements which would require a change to or additional disclosure in the financial statements. 44. NOTES TO THE BALANCE SHEET Restatement in the consolidated Balance sheet In 2022, the macro hedge of interest rate risk balances increased significantly and are now disclosed separately on the face of the balance sheet rather than being included in Other assets and Other liabilities. Prior periods have been restated accordingly. As a result, at 31 December 2021, £77m (2020: £1,226m) has been reclassified from Other assets into the Macro hedge of interest rate risk asset, and £122m (2020: £188m) has been reclassified from Other liabilities into the Macro hedge of interest rate risk liability. Restatement in the Company Balance Sheet In 2022, the macro hedge of interest rate risk balances increased significantly and are now disclosed separately on the face of the balance sheet rather than being included in Other assets and Other liabilities. Prior periods have been restated accordingly. As a result, at 31 December 2021, £(283)m (2020: £795m) has been reclassified from Other assets into the Macro hedge of interest rate risk asset, and £nil (2020: £10m) has been reclassified from Other liabilities into the Macro hedge of interest rate risk liability. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 208 Shareholder information Contents Subsidiaries and related undertakings 210 Forward-looking statements 212 Glossary 213 Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 209 Subsidiaries and related undertakings (audited) In accordance with Section 409 of the Companies Act 2006, details of the Company’s subsidiaries and related undertakings at 31 December 2022 are set out below. This section forms an integral part of the financial statements. Subsidiaries All subsidiaries are owned 100% and consolidated by Santander UK. Incorporated and registered in England and Wales: Registered office(1) Direct/Indirect ownership Proportion of ownership interest Name of subsidiary % 2 & 3 Triton Limited A Direct Ordinary £1 100 A & L CF June (3) Limited A Indirect Ordinary £1 — A & L CF September (4) Limited A Indirect Ordinary £1 — Abbey National Nominees Limited A Direct Ordinary £1 100 Abbey National Property Investments A Direct Ordinary £1 100 Alliance & Leicester Personal Finance Limited G Direct Ordinary £1 100 Cater Allen Limited A Indirect Ordinary £1 — First National Tricity Finance Limited A Indirect Ordinary £1 — Santander Asset Finance (December) Limited G Indirect Ordinary £1 — Santander Asset Finance plc A Direct Ordinary £0.10 100 Santander Cards Limited A Indirect Ordinary £1 — Santander Cards UK Limited A Direct Ordinary £1 100 Santander Consumer (UK) plc B Direct Ordinary £1 100 Santander Consumer Credit Services Limited A Indirect Ordinary £1 — Santander Estates Limited G Direct Ordinary £1 100 Santander Global Consumer Finance Limited A Indirect Ordinary £0.0001 — Santander Guarantee Company A Direct Ordinary £1 100 Santander Lending Limited A Direct Ordinary £1 100 Santander Private Banking UK Limited A Direct Ordinary £1 100 Santander UK Operations Limited A Direct Ordinary A £1 100 Ordinary B £1 100 Santander UK (Structured Solutions) Limited A Direct Ordinary £0.01 100 Santander UK Technology Limited A Direct Ordinary £1 100 The Alliance & Leicester Corporation Limited A Direct Ordinary £1 100 Time Retail Finance Limited (In liquidation) F Indirect Ordinary £1 — Ordinary £0.0001 (1) Refer to the key at the end of this section for the registered office address. These subsidiaries benefit from an audit exemption according to section 479A of the Companies Act 2006. Incorporated and registered outside England and Wales: Registered office(1) Share class through which ownership is held Proportion of ownership interest Name of subsidiary Santander Cards Ireland Limited I Indirect Ordinary €1 — Ordinary €1.27 Santander ISA Managers Limited H Direct Ordinary £1 100 (1) Refer to the key at the end of this section for the registered office address, including the country. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 210 Other subsidiary undertakings All entities are registered in England and Wales except for Motor Securities 2018-1 Designated Activity Company which is registered in Ireland. 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. Registered Registered Name of entity office(1) Name of entity office(1) Abbey Covered Bonds (Holdings) Limited E Holmes Master Issuer plc A Abbey Covered Bonds (LM) Limited E Holmes Trustees Limited A Abbey Covered Bonds LLP A Langton Securities (2008-1) plc (In Liquidation) D Fosse (Master Issuer) Holdings Limited C MAC No.1 Limited A Fosse Funding (No.1) Limited C Motor 2016-1 Holdings Limited C Fosse Master Issuer plc C Motor 2016-1 plc C Fosse Trustee (UK) Limited A Motor 2017-1 Holdings Limited C Holmes Funding Limited A Motor 2017-1 plc (In Liquidation) D Holmes Holdings Limited A Motor Securities 2018-1 Designated Activity Company K (1) Refer to the key at the end of this section for the registered office address. Related undertakings All of these entities, which are registered in England and Wales, are accounted for by the equity method of accounting, with 50% ownership being held. Registered office(1) Direct/ Indirect ownership Share class through which ownership is held Proportion of ownership interest Name of entity % Hyundai Capital UK Limited J Indirect Ordinary £1 — Volvo Car Financial Services UK Limited L Indirect Ordinary £1 — (1) Refer to the key at the end of this section for the registered office address. Overseas branches The Company has no overseas branches. 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 1 Bartholomew Lane, London EC2V 2AX D 40a Station Road, Upminster, Essex RM14 2TR E Wilmington Trust SP Services (London) Limited, 1 Kings Arms Yard, London EC2R 7AF F Griffins, Tavistock House South, Tavistock Square, London WC1H 9LG G Carlton Park, Narborough, Leicester LE19 0AL H 287 St. Vincent Street, Glasgow, Scotland G2 5NB I 3 Dublin Langdings, Dublin 1, Ireland J London Court, 39 London Road, Reigate RH2 9AQ K 3rd Floor, Flemming Court, Flemming’s Place, Dublin 4, Ireland L Scandinavia House, Norreys Drive, Maidenhead, Berkshire SL6 4FL Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 211 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 in 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 operations, are considered in detail in the Risk review, and include: –the effects of the war in Ukraine –the effects of UK economic conditions and disruptions in the global economy and global financial markets –the effects of the Covid-19 pandemic –the effects of UK economic conditions –the effects of the UK’s withdrawal from the European Union –the effects of climate change –the effects of competition with other financial institutions, including new entrants into the financial services sector –Santander UK’s ability to maintain its competitive position depending, in part, on the success of new products and services it offers its customers and its ability to continue offering products and services from third parties –the extent to which Santander UK’s loan portfolio is subject to prepayment risk –the risk of damage to Santander UK's reputation –the risk that Santander UK may be unable to manage the growth of its operations –the effects of any changes to the reputation of Santander UK or its affiliates the extent to which regulatory capital, liquidity and leverage requirements, and any changes to these requirements may affect Santander UK –liquidity constraints and Santander UK’s ability to access funding on acceptable financial terms –the effects of an adverse movement in external credit ratings assigned to Santander UK or any of its debt securities –the effects of any changes in the pension liabilities and obligations of Santander UK –the effects of fluctuations in interest rates and other market risks –the extent to which Santander UK may be required to record negative changes in positions recorded at fair value for its financial assets due to changes in market conditions –risks arising from the integrity and continued existence of reference rates 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 risk that the value of the collateral, including real estate, securing Santander UK’s loans may not be sufficient and that Santander UK may be unable to realise the full value of the collateral securing its loan portfolio –the effects of the financial services laws, regulations, government oversight, administrative actions and policies and any changes thereto in each location or market in which Santander UK operates –the risk that Santander UK may become subject to the provisions of the Banking Act 2009, including the bail-in and write down powers thereunder –the effects of any failure to comply with anti-money laundering, anti-terrorism, anti-bribery and corruption, sanctions and anti-tax evasion laws and regulations, or the risk of any failure to prevent or detect any illegal or improper activities fully or on a timely basis –the effects of taxation (and any changes to tax), in each location in which Santander UK operates –Santander UK’s exposure to any risk of loss and damage from civil litigation and/or criminal legal and regulatory proceedings –the risk of failing to successfully apply or to improve Santander UK’s credit risk management systems –the risk that Santander UK’s data management policies and processes may not be sufficiently robust –the effect of cyber-crime on Santander UK’s business –the risks arising from any non-compliance with Santander UK’s policies, from any employee misconduct or human error, negligence and deliberate acts of harm or dishonesty, including fraud –the risk of failing to effectively manage changes in 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 and Santander UK’s exposure to risks related to errors in its risk modelling –the risks arising from Santander UK’s reliance on third parties and affiliates for important infrastructure support, products and services –the ability of Santander UK to recruit, retain and develop appropriate senior management and skilled personnel –the effects of any inaccuracy within the judgements and accounting estimates which underpin aspects of the financial statements, and the consequent risk of any material misstatement of Santander UK’s financial results –the effect of any change in accounting standards Please refer to our latest filings with the SEC (including, without limitation, the Risk Factors section in this Annual Report on Form 20-F for the year ended 31 December 2022) 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. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 212 Glossary Our glossary of industry and other main terms is available on our website: www.santander.co.uk/uk/about-santander-uk/investor-relations-glossary. Strategic Report Sustainability and Responsible Banking Financial review Governance Risk review Financial statements Shareholder information Annual Report 2022 Santander UK plc 213
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