Bond Santander UK Holdings 3.373% ( US80281LAH87 ) in USD

Santander UK Holdings

100 % ▼

United Kingdom

US80281LAH87 ( in USD )

3.373% per year ( payment 2 times a year)

05/01/2024 - Bond has expired

Prospectus brochure of the bond Santander UK Group Holdings US80281LAH87 in USD 3.373%, expired

200 000 USD

1 000 000 000 USD

80281LAH8

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

Santander UK Group Holdings PLC is a subsidiary of Banco Santander, S.A., operating as a major retail and commercial bank in the United Kingdom, offering a wide range of financial products and services to personal and corporate customers.

The Bond issued by Santander UK Holdings ( United Kingdom ) , in USD, with the ISIN code US80281LAH87, pays a coupon of 3.373% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/01/2024

The Bond issued by Santander UK Holdings ( United Kingdom ) , in USD, with the ISIN code US80281LAH87, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Santander UK Holdings ( United Kingdom ) , in USD, with the ISIN code US80281LAH87, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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TABLE OF CONTENTS
TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Amount to be
Maximum Offering
Maximum Aggregate
Amount of
Class of Securities Offered

Registered

Price Per Unit

Offering Price
Registration Fee(1)

3.373% Notes due 2024

$1,000,000,000
100.00%

$1,000,000,000
$124,500.00

(1)
The registration fee is calculated in accordance with Rule 457(r) under the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-207355
PROSPECTUS SUPPLEMENT
(To Prospectus dated April 18, 2017)
Santander UK Group Holdings plc
$1,000,000,000 3.373% Fixed Rate/Floating Rate Notes due 2024
We are offering $1,000,000,000 principal amount of 3.373% Fixed Rate/Floating Rate Notes due January 5, 2024, which we refer to as the "notes." From (and including) the issue date
to (but excluding) January 5, 2023, we will pay interest semi-annually at a rate of 3.373% per year each January 5, and July 5, commencing on July 5, 2018. Thereafter, we will pay interest
quarterly at a rate equal to the then-applicable U.S. dollar three-month LIBOR plus 1.080%, on April 5, 2023, July 5, 2023, October 5, 2023 and on the maturity date, commencing on April 5,
2023.
Unless we redeem the notes earlier, the notes will mature on January 5, 2024. There is no sinking fund for the notes.
We may, subject to satisfaction of the Regulatory Redemption Conditions (as defined in "Description of the Notes--Redemption--Definitions"), redeem the notes, at our option, in
whole, but not in part, on January 5, 2023, at a redemption price equal to 100% of the principal amount of the notes, plus accrued and unpaid interest thereon to, but excluding, the redemption
date. See "Description of the Notes--Redemption--Optional Redemption" in this prospectus supplement.
We may also, subject to satisfaction of the Regulatory Redemption Conditions, redeem all but not some of the notes at any time if certain tax and regulatory events described in this
prospectus supplement and the accompanying prospectus occur, at 100% of their principal amount plus accrued interest in the case of such tax events and 100% of their principal amount plus
accrued interest in the case of such regulatory events. See "Description of the Notes--Redemption--Loss Absorption Disqualification Event Call Option" and "Description of the Notes--
Redemption--Tax Redemption" in this prospectus supplement, and "Description of the Debt Securities--Redemption--Senior Debt Securities" in the accompanying prospectus. Any redemption
of the notes is subject to the restrictions described in this prospectus supplement under "Description of the Notes--Redemption."
The notes will be issued in denominations of $200,000 and in multiples of $1,000 in excess thereof. The notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations ranking pari passu, without preference among themselves, with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are
preferred by operation of law.
Notwithstanding any other term of the notes, the indenture or any other agreements, arrangements, or understandings between Santander UK Group Holdings plc (the
"issuer") and any holder of notes, by its acquisition of the notes, each holder of notes (including each holder of a beneficial interest in the notes) acknowledges, accepts, agrees to be
bound by and consents to: (a) the effect of the exercise of the UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) whether or not
imposed with prior notice, that may include and result in any of the following, or some combination thereof: (i) the reduction of all, or a portion, of the Amounts Due (as defined
below); (ii) the conversion of all, or a portion, of the Amounts Due on the notes into shares, other securities or other obligations of the issuer or another person (and the issue to or
conferral on the holders of notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the notes; (iii) the
cancellation of the notes; (iv) the amendment or alteration of the maturity of the notes or amendment of the amount of interest payable on the notes, or the date on which the
interest becomes payable, including by suspending payment for a temporary period; and (b) the variation of the terms of the notes, if necessary, to give effect to the exercise of the
UK bail-in power by the relevant UK resolution authority.
For these purposes, "Amounts Due" are the principal amount of, and accrued but unpaid interest, including any Additional Amounts due on, the notes. References to
principal and interest will include payments of principal and interest that have become due and payable but which have not been paid, prior to the exercise of any UK bail-in power
by the relevant UK resolution authority.
As used in this prospectus supplement, the "UK bail-in power" is any write-down, conversion, transfer, modification, or suspension power existing from time to time under,
and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom, relating to the transposition of Directive 2014/59/EU establishing a
framework for the recovery and resolution of credit institutions and investment firms as amended from time to time ("BRRD"), including but not limited to the UK Banking Act
2009, as the same may be amended from time to time, including by the Financial Services (Banking Reform) Act 2013, and the instruments, rules and standards created thereunder,
pursuant to which: (i) any obligation of a regulated entity (as defined below) (or other affiliate of such regulated entity) can be reduced, cancelled, modified, or converted into shares,
other securities, or other obligations of such regulated entity or any other person (or suspended for a temporary period); and (ii) any right in a contract governing an obligation of a
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regulated entity may be deemed to have been exercised.
A reference to a "regulated entity" is to any BRRD undertaking as such term is defined under the PRA Rulebook promulgated by the United Kingdom Prudential
Regulation Authority, as amended from time to time, which includes, certain credit institutions, investment firms, and certain of their parent or holding companies and a reference to
the "relevant UK resolution authority" is to the Bank of England or any other authority with the ability to exercise a UK bail-in power.
By its acquisition of the notes, each holder of the notes (including each holder of a beneficial interest in the notes), to the extent permitted by the Trust Indenture Act of
1939, will waive any and all claims, in law and/or in equity, against the trustee for, agree not to initiate a suit against the trustee in respect of, and agree that the trustee will not be
liable for, any action that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the UK bail-in power by the relevant UK resolution authority
with respect to the notes.
We intend to apply to list the notes on the New York Stock Exchange or another recognized securities exchange; however, there can be no assurance that the notes will be so listed by
the time the notes are delivered to purchasers or that the listing will be granted.
See "Risk Factors" beginning on page S-7 of this prospectus supplement and beginning on page 12 of the accompanying prospectus to read about factors you should consider
before investing in the notes.
Neither the Securities and Exchange Commission (the "Commission") nor any state securities commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus to which it relates is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured by the FDIC or any other governmental agency or instrumentality of the
United States, the United Kingdom or any other jurisdiction.

Proceeds (before

Price to Public
Underwriting Discount
expenses) to issuer

Per note

100.00%

0.30%

99.70%

Total

$1,000,000,000

$3,000,000

$997,000,000

Interest on the notes will accrue from the date of issuance, which is expected to be January 5, 2018.
We may use this prospectus supplement and the accompanying prospectus in the initial sale of the notes. In addition, Santander Investment Securities Inc. or another of our affiliates
may use this prospectus supplement and the accompanying prospectus in a market-making transaction in any of these notes after their initial sale. In connection with any use of this prospectus
supplement and the accompanying prospectus by Santander Investment Securities Inc. or another of our affiliates, unless we or our agent informs the purchaser otherwise in the confirmation of
sale, you may assume this prospectus supplement and the accompanying prospectus are being used in a market-making transaction.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company, or "DTC," for the accounts of its
participants, including Clearstream Banking, société anonyme, or "Clearstream," and Euroclear Bank S.A./N.V., or "Euroclear," on or about January 5, 2018.
Joint Book-Running Managers
Credit Suisse

J.P. Morgan
Morgan Stanley
Santander
January 2, 2018
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
S-1

SUMMARY
S-2

RISK FACTORS
S-7

USE OF PROCEEDS
S-10

CAPITALIZATION
S-11

DESCRIPTION OF THE NOTES
S-14

TAX CONSIDERATIONS
S-22

UNDERWRITING
S-23

CONFLICTS OF INTEREST
S-24
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VALIDITY OF NOTES
S-32

EXPERTS
S-32
Base Prospectus

ABOUT THIS PROSPECTUS
5

LIMITATIONS ON ENFORCEMENT OF U.S. LAWS
6

WHERE YOU CAN OBTAIN MORE INFORMATION
6

FORWARD-LOOKING STATEMENTS MAY NOT BE ACCURATE
7

DESCRIPTION OF THE ISSUER
10

RISK FACTORS
12

USE OF PROCEEDS
16

DESCRIPTION OF THE DEBT SECURITIES
17

DESCRIPTION OF THE CAPITAL SECURITIES
36

CERTAIN TAX CONSIDERATIONS
51

PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
57

LEGAL OPINIONS
60

EXPERTS
60
i
Table of Contents
MiFID II product governance / Professional investors and ECPs only target market
Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the notes has led to the
conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the notes (a "distributor") should take into consideration the manufacturers' target market assessment;
however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the "Insurance
Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Directive. Consequently no key information document required by Regulation (EU) No 1286/2014 (the
"PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or selling the notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation. The
expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU), and includes any relevant
implementing measure in any Member State.
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying prospectus
and in any related free-writing prospectus we prepare or authorize. We have not, and the underwriters have not, authorized anyone to give you any other
information, and we and the underwriters take no responsibility for any other information that others may give you. This prospectus supplement and the
accompanying prospectus do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the notes to which they relate or
an offer to sell or the solicitation of an offer to buy such notes by any person in any circumstances in which such offer or solicitation is unlawful.
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Neither the delivery of this prospectus supplement and the accompanying prospectus nor any sale made hereunder shall, under any circumstances, create
any implication that there has been no change in our affairs since the date of this prospectus supplement or that the information contained in this
prospectus supplement and the accompanying prospectus is correct as of any time subsequent to its date.
The distribution or possession of this prospectus supplement and the accompanying prospectus in or from certain jurisdictions may be restricted by
law. You should inform yourself about and observe any such restrictions, and neither we nor any of the underwriters accepts any liability in relation to
any such restrictions. See "Underwriting."
ii
Table of Contents
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We file reports and other information with the Commission. The Commission allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference
is considered to be part of this prospectus supplement and the accompanying prospectus. Certain later information that we file with the Commission will
automatically update and supersede this information and any information so updated and superseded shall not be deemed, except as so updated or
superseded, to constitute part of the registration statement or this prospectus supplement. We incorporate by reference the following documents:
·
our annual report on Form 20-F for the year ended December 31, 2016, filed with the Commission on March 1, 2017 (SEC File
No. 001-37595) (the "Annual Report on Form 20-F"),
·
our report on Form 6-K furnished on April 28, 2017 (SEC File No. 001-37595),
·
our report on Form 6-K furnished on May 22, 2017 (SEC File No. 001-37595),
·
our report on Form 6-K furnished on August 1, 2017 (SEC File No. 001-37595),
·
our report on Form 6-K furnished on September 18, 2017 (SEC File No. 001-37595) (the "Half Year Report on Form 6-K"),
·
our report on Form 6-K furnished on October 26, 2017 (SEC File No. 001-37595),
·
any future filings on Form 20-F made with the Commission under the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), after the date of this prospectus supplement and prior to the termination of the offering of the securities offered by this prospectus
supplement, and
·
any future reports on Form 6-K that we furnish to the Commission after the date of this prospectus supplement and prior to the
termination of the offering of securities offered by this prospectus supplement that are identified in such reports as being incorporated by
reference in this prospectus supplement but only to the extent identified in such reports.
You may read and copy any materials we file at the Commission's Public Reference Room at 100 F Street, N.E., Washington D.C. 20549. Please
call the Commission at (800) SEC-0330 for further information about the Public Reference Room. Our filings with the Commission are also available at
http://sec.gov. In addition, you may request a copy of these documents at no cost to you, by writing to or telephoning us at the following address:
Secretariat, Santander UK Group Holdings plc, 2 Triton Square, Regent's Place, London NW1 3AN, England, telephone: +44 870 607 6000. Website:
http://www.santander.co.uk/uk/about-santander-uk/investor-relations. The information on, or that can be accessed through, our website is not part of
this prospectus supplement or the accompanying prospectus.
S-1
Table of Contents
SUMMARY
This summary highlights selected information from this prospectus supplement, the accompanying prospectus and the documents incorporated by
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reference and does not contain all of the information that may be important to you. You should carefully read this entire prospectus supplement, the
accompanying prospectus and the documents incorporated by reference. As used in this prospectus supplement, the terms "we," "our" and "us" refer to
Santander UK Group Holdings plc and its consolidated subsidiaries unless the context requires otherwise.
The Offering
Notes

$1,000,000,000 principal amount of notes.
Issuer

Santander UK Group Holdings plc.
Maturity date

The notes will mature on January 5, 2024.
Interest rate

From (and including) the issue date to (but excluding) January 5, 2023 (the
"Fixed Rate Period") the notes will bear interest at a rate of 3.373% per year
(the "Fixed Rate").

From (and including) January 5, 2023 to (but excluding) the maturity date,
(the "Floating Rate Period"), the notes will bear interest at a rate equal to the
then-applicable U.S. dollar three-month LIBOR plus 1.080% per year (the
"Floating Rate").
Interest payment dates

Fixed Rate Period:

During the Fixed Rate Period, interest will be payable on the notes semi-
annually each January 5 and July 5, commencing on July 5, 2018 (each, a
"fixed rate period interest payment date").

If a fixed rate period interest payment date or redemption date, as the case
may be, for the notes would fall on a Saturday, Sunday, a legal holiday or a
day on which banking institutions in the City of New York or London,
England are authorized or required by law, regulation or executive order to
close, then the fixed rate period interest payment date or redemption date, as
the case may be, will be postponed to the next succeeding business day, but
no additional interest shall accrue and be paid unless we fail to make
payment on such next succeeding business day.

Floating Rate Period:

During the Floating Rate Period, interest will be payable on the notes
quarterly on April 5, 2023, July 5, 2023, October 5, 2023 and on the maturity
date (each a "floating rate period interest payment date").
S-2
Table of Contents

If a floating rate period interest payment date, other than the maturity date or
a redemption date, for the notes would fall on a day that is not a business day,
such floating rate period interest payment date will be postponed to the next
succeeding business day and interest thereon will continue to accrue to but
excluding such succeeding business day, except that if that business day falls
in the next succeeding calendar month, the floating rate period interest
payment date will be the immediately preceding business day and interest
shall accrue to but excluding such preceding business day. If the maturity
date or a redemption date would fall on a day that is not a business day, the
payment of interest and principal will be made on the next succeeding
business day, but no additional interest shall accrue and be paid unless we
fail to make payment on such next succeeding business day.
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Interest reset date

The Floating Rate will be initially set on January 5, 2023 and will be reset
quarterly on April 5, 2023, July 5, 2023, and October 5, 2023. If any interest
reset date would fall on a day that is not a business day, the interest reset date
will be postponed to the next succeeding business day, except that if that
business day falls in the next succeeding calendar month, the interest reset
date will be the immediately preceding business day. "Business day" means
any day, other than a Saturday or Sunday, that is neither a legal holiday nor a
day on which banking institutions in the City of New York or London,
England are authorized or required by law, regulation or executive order to
close.
Regular record dates for interest

The fifteenth calendar day (whether or not a business day) preceding the
related interest payment date.
Calculation of interest

The Fixed Rate will be calculated on the basis of a 360-day year consisting of
twelve 30-day months.

The Floating Rate will be calculated on the basis of a 360-day year and the
actual number of days elapsed.
Interest determination date

The calculation agent will determine the Floating Rate by reference to U.S.
dollar three-month LIBOR on the second London banking day preceding
January 5, 2023 and the interest rate for each succeeding interest reset date by
reference to U.S. dollar three-month LIBOR on the second London banking
day preceding the applicable interest reset date.
Optional redemption

We may, subject to satisfaction of the Regulatory Redemption Conditions (as
defined in "Description of the Notes--Redemption--Definitions"), redeem
the notes, at our option, in whole, but not in part, on January 5, 2023, at a
redemption price equal to 100% of the principal amount of the notes, plus
accrued and unpaid interest thereon to, but excluding, the redemption date.
See "Description of the Notes--Optional Redemption" in this prospectus
supplement.
S-3
Table of Contents
Redemption pursuant to a Loss

We may, subject to satisfaction of the Regulatory Redemption Conditions,
Absorption Disqualification Event or
redeem all but not some of the notes upon the occurrence of a Loss
Tax Event
Absorption Disqualification Event or a Tax Event. See "Description of the
Notes--Redemption" in this prospectus supplement In the case of a Loss
Absorption Disqualification Event, the redemption price will be equal to
100% of the principal amount plus any accrued and unpaid interest to, but
excluding, the date of redemption. In the case of a Tax Event, the redemption
price will be equal to 100% of the principal amount plus any accrued and
unpaid interest to, but excluding, the date of redemption. Any redemption of
the notes is subject to the restrictions described under "Description of the
Notes--Redemption" in this prospectus supplement.
Defaults and Events of Default

The only events of default under the terms of the notes are (i) the making or
entry of any order by an English court which is not successfully appealed
within 30 days after the date such order was made or entered for our winding
up or (ii) the valid adoption by our shareholders of any effective resolution for
our winding up (in either case, other than in connection with a scheme of
amalgamation or reconstruction not involving bankruptcy or insolvency),
following which the trustee may and, if so requested by the holders of not less
than 25% in principal amount of the outstanding notes, will, declare the
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principal amount of the notes together with accrued interest, if any, due and
payable immediately.

It will be a default in relation to the notes if (i) we fail to pay any installment
of interest upon any notes and such default continues for 14 days or (ii) we
fail to pay the principal of (or premium, if any, on) the notes upon maturity
and such failure continues for 14 days. If a default occurs, the trustee may
institute proceedings in England (but not elsewhere) for our winding up, and
the trustee may not, upon the occurrence of a default on the notes, accelerate
the maturity of, or any other payment with respect to, the notes (except in a
winding up as provided in the preceding paragraph).

See "Description of the Notes--Events of Default and Defaults; Limitation of
Remedies" in this prospectus supplement.
CUSIP / ISIN

80281L AH8 / US80281LAH87
Denominations

The notes will be issued only in book-entry form, in minimum
denominations of $200,000 and integral multiples of $1,000 in excess thereof.
Ranking

The notes will constitute our direct, unconditional, unsecured and
unsubordinated obligations ranking pari passu, without preference among
themselves, with all our other outstanding unsecured and unsubordinated
obligations, present and future, except such obligations as are preferred by
operation of law.
S-4
Table of Contents
Payment of additional amounts

Subject to certain exceptions, if we are required to withhold or deduct any
amount for or on account of any U.K. withholding tax from any payment
made on the notes, we will pay additional amounts on those payments so that
the amount received by holders of the notes will equal the amount that would
have been received if no such taxes had been applicable. See "Description of
the Debt Securities--Additional Amounts--Senior Debt Securities" and
"Description of the Debt Securities--Covenants" in the accompanying
prospectus.
Repayment

The notes will not be subject to repayment at the option of the holder prior to
maturity.
Agreement with respect to the exercise
By its acquisition of the notes, each holder of notes (including each holder of
of UK bail-in power
a beneficial interest in the notes) acknowledges, accepts, agrees to be bound
by and consents to the exercise of the UK bail-in power by the relevant UK
resolution authority. See "Description of the Debt Securities--Agreement
with Respect to the Exercise of UK Bail-in Power" in the accompanying
prospectus.
Repayment of Amounts Due after

No Amounts Due on the notes will become due and payable or be paid after
exercise of UK bail-in power
the exercise of any UK bail-in power by the relevant UK resolution authority
if and to the extent such Amounts Due have been reduced, converted,
cancelled, amended or altered as a result of such exercise.
Sinking fund

None.
Book-entry issuance, settlement and

We will issue the notes as global notes in book-entry form registered in the
clearance
name of DTC or its nominee. The sale of the notes will settle in immediately
available funds through DTC. Investors may hold interests in a global note
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through organizations that participate, directly or indirectly, in the DTC
system. Those organizations will include Clearstream and Euroclear in
Europe.
Governing law

The notes and the indenture will be governed by the laws of the State of New
York.
Conflicts of interest

Santander Investment Securities Inc. is an affiliate of the issuer and, as such,
the offering is being conducted in compliance with Rule 5121 of the Financial
Industry Regulatory Authority ("FINRA") addressing "conflicts of interest"
as defined in that rule. See "Underwriting--Conflicts of Interest" in this
prospectus supplement.
S-5
Table of Contents
Further issuances

We may, without the consent of the holders of the notes, issue additional
notes having the same ranking and same interest rate, maturity date,
redemption terms and other terms as the notes described in this prospectus
supplement except for the price to the public and issue date; provided
however that such additional notes shall be issued under a separate CUSIP,
Common Code and/or ISIN number unless the additional notes are issued
pursuant to a "qualified reopening" of the notes offered by this prospectus
supplement, are otherwise treated as part of the same "issue" of debt
instruments as the notes offered by this prospectus supplement, or the notes
offered in this prospectus supplement and the additional notes are issued with
no more than a de minimis amount of original issue discount, in each case for
U.S. federal income tax purposes. See "Description of the Notes--Further
Issuances" in this prospectus supplement.
Listing

We intend to apply to list the notes on the New York Stock Exchange or
another recognized securities exchange; however, there can be no assurance
that the notes will be so listed by the time the notes are delivered to
purchasers or that the listing will be granted.
Use of proceeds

We intend to use the net proceeds from the sale of the notes for our general
corporate purposes.
Calculation agent, paying agent and

trustee
Wells Fargo Bank, National Association.
Recent Developments
On January 2, 2018, our wholly-owned subsidiary, Santander UK plc, agreed to issue $500,000,000 2.500% Notes due 2021, which it expects to
deliver to purchasers on or about January 5, 2018. The estimated net proceeds from the sale of the notes are approximately $497,997,894 (after
deducting underwriting discounts and expenses).
S-6
Table of Contents
RISK FACTORS
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The Annual Report on Form 20-F and the Half Year Report on Form 6-K, each of which is incorporated by reference in this prospectus supplement
and the accompanying prospectus, include, beginning on page 309 of the Annual Report on Form 20-F and beginning on page 59 of the Half Year
Report on Form 6-K, extensive risk factors relating to our business. You should carefully consider those risks, the risks relating to the notes described
below and the risks described in the accompanying prospectus beginning on page 12, as well as the other information included or incorporated by
reference into this prospectus supplement and the accompanying prospectus, before making a decision to invest in the notes.
Risks Relating to the Notes
The interest rate on the notes will reset on January 5, 2023.
The interest rate on the notes will initially be 3.373% per annum from (and including) the issue date to (but excluding) January 5, 2023. Thereafter,
however, the interest rate will be reset on each interest reset date such that the applicable per annum interest rate will be equal to the sum of 1.080% and
LIBOR on the applicable interest determination date. As a result, the interest rate following January 5, 2023 may be less than the initial interest rate
and/or the interest rate that applies immediately prior to the relevant interest reset date, which would affect the amount of any interest payments under
the notes and, by extension, could affect their market value.
From January 5, 2023, the notes will bear interest based on LIBOR, which may no longer be produced beyond 2021, which could have adverse
consequences to holders of the notes.
From January 5, 2023, the notes will bear interest at a variable rate based on the London Interbank Offered Rate ("LIBOR"). LIBOR is a
benchmark rate produced by the ICE Benchmark Administration ("IBAM") that is designed to provide an indication of the average rate at which a
LIBOR contributor bank can obtain unsecured funding in the London interbank market for a given period, in a given currency. It is a "polled" rate,
meaning that a panel of representative banks submits rates which are then combined to produce the LIBOR rate for the applicable period with respect to
the applicable currency.
The UK's Financial Conduct Authority, or FCA, which regulates LIBOR, stated on July 27, 2017, that following 2021 it will no longer encourage
panel banks to contribute to LIBOR, as it has done to date. While such action by the FCA would not prohibit IBAM from continuing to produce
LIBOR, it is possible that panel banks will no longer make submissions to IBAM to support the production of LIBOR after 2021 in the absence of
encouragement from the FCA. On November 24, 2017, the FCA confirmed that all 20 of the panel banks have agreed to support the LIBOR benchmark
until 2021. Societe Generale will cease submissions to the US Dollar panel and Credit Agricole Corporate and Investment Bank will cease submissions
to the Japanese Yen panel. Both banks will continue to submit to all other panels to which they currently contribute. The FCA has stated that it does not
expect to see any further changes to the LIBOR panels until the end of 2021. In addition, on November 29, 2017, the Bank of England and the FCA
announced that, from January 2018, its Working Group on Sterling Risk-Free Rates will be mandated with implementing a broad-based transition to
the Sterling Overnight Index Average ("SONIA") over the next four years across sterling bond, loan and derivative markets, so that SONIA is
established as the primary sterling interest rate benchmark by the end of 2021. The potential transition from LIBOR to SONIA or the elimination of the
LIBOR benchmark, or changes in the manner of administration of such benchmark, could require an adjustment to the terms of the notes, or result in
other consequences. At this time, it is not possible to predict the effect of any such changes, any transition to SONIA or establishment of alternative
reference rates or any other reforms to LIBOR and the methodology used to produce it that may be implemented in the United
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Kingdom or elsewhere. In addition, the risk that it becomes unlawful or impermissible (for regulatory reasons) for either the calculation agent or the
issuer to determine or use LIBOR cannot be excluded. Uncertainty regarding the future of or changes to LIBOR or the unavailability of LIBOR could
have a material adverse effect upon the value of, return on and trading in debt securities bearing interest at a rate based on LIBOR and other LIBOR
linked securities.
In addition, in the event that LIBOR ceases to exist, or cannot be used, prior to the maturity of the notes, the method of calculation and rate of
interest payable on the notes may change. See "Description of the Notes--Interest Payments--Floating Rate Period" in this prospectus supplement. Any
such change could result in adverse U.S. federal income tax consequences for holders of the notes. If a published LIBOR rate is unavailable after
2021 and banks are unwilling or unable to provide quotations for the calculation of LIBOR, the rate of interest on the debt securities may
remain the rate of interest in effect on the applicable interest determination date.
Early redemption of the notes is at all times at our discretion, and an investor may not be able to reinvest the redemption proceeds at as effective a
rate of return as that in respect of the notes.
The notes may, subject to satisfaction of the Regulatory Redemption Conditions (as defined in "Description of the Notes--Redemption--
Definitions"), be redeemed before the maturity date at our sole discretion pursuant to our optional redemption right, following certain changes or
amendments to tax laws or regulations or following certain regulatory events, each as more particularly described under "Description of the Notes--
Redemption" in this prospectus supplement.
During any period when we may elect to redeem the notes following such events, the market value of the notes generally will not rise substantially
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above the price at which they can be redeemed.
An investor may not be able to reinvest the redemption proceeds at an effective interest rate as high as the interest rate on the notes being redeemed
and may only be able to do so at a significantly lower rate. Potential investors should consider reinvestment risk in light of other investments available
at that time.
With respect to a Loss Absorption Disqualification Event as defined in "Description of the Notes--Redemption--Definitions" in this prospectus
supplement, as the applicable laws, regulations and standards relating to minimum requirements for own funds and eligible liabilities and/or loss
absorbing capacity instruments continue to be implemented in the United Kingdom and may be subject to potential future amendments, the issuer is
currently unable to predict whether the notes are likely to be, fully or partially, excluded from our minimum requirements (either considering the issuer
(either alone or taken together with its subsidiaries)) for (1) own funds and eligible liabilities and/or (2) loss absorbing capacity instruments, in each
case as such minimum requirements are applicable to the issuer and its subsidiaries. If the notes are to be so redeemed or there is a perception that the
notes may be so redeemed, this may impact the market price of the notes. Such legislative and regulatory uncertainty could also affect the value the
notes and therefore affect the trading price of the notes given the extent and impact on the notes that one or more regulatory or legislative changes could
have on the notes.
The notes contain limited defaults and events of default and the remedies available thereunder are limited.
In accordance with the Regulator's requirements for MREL and/or TLAC capital (each as defined in "Description of the Notes--Redemption--
Definitions" in this prospectus supplement), the only events of default under the terms and conditions of the notes are (i) the making or entry of any
order by an English court which is not successfully appealed within 30 days after the date such order was made or entered for our winding up or (ii) the
valid adoption by our shareholders of any effective resolution for our winding up (in either case, other than in connection with a scheme of
amalgamation or reconstruction not involving bankruptcy or insolvency), as more particularly described under
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"Description of the Notes--Events of Default and Defaults; Limitation of Remedies" in this prospectus supplement.
If such an event of default occurs, the trustee may, and, if so requested by the holders of not less than 25% in principal amount of the outstanding
notes, will declare the principal amount together with accrued interest, if any, with respect to the notes due and payable immediately, by a notice in
writing to us (and to the trustee if given by the holder or holders), and upon any such declaration such principal amount (or specified amount) shall
become immediately due and payable.
It will be a default in relation to the notes if (i) we fail to pay any installment of interest upon any notes and such default continues for 14 days or
(ii) we fail to pay the principal of (or premium, if any, on) on the notes upon maturity and such failure continues for 14 days. If a default occurs, the
trustee may institute proceedings in England (but not elsewhere) for our winding up, and the trustee may not, upon the occurrence of a default on the
notes, accelerate the maturity of, or any other payment with respect to, the notes (except in a winding up as provided in the preceding paragraph).
Investors in the notes may not be entitled to receive U.S. dollars in a winding up.
If investors in the notes are entitled to any recovery with respect to the notes in any winding up, they might not be entitled in those proceedings to a
recovery in U.S. dollars and might be entitled only to a recovery in pounds sterling or any other lawful currency of the United Kingdom. In addition,
under current English law, our liability to investors in the notes would have to be converted into pounds sterling or any other lawful currency of the
United Kingdom at a date close to the commencement of proceedings against us and investors in the notes would be exposed to currency fluctuations
between that date and the date you receive proceeds pursuant to such proceedings, if any.
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USE OF PROCEEDS
We estimate the net proceeds from the sale of the notes to be approximately $996,489,562 after deducting underwriting discounts and expenses of
the offering. We intend to use the net proceeds for general corporate purposes.
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