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FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Report of Foreign Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

For the month of January, 2016

Commission File Number: 001-12518

Banco Santander, S.A.

(Exact name of registrant as specified in its charter)

Ciudad Grupo Santander

28660 Boadilla del Monte (Madrid) Spain

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F   x             Form 40-F  ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):

Yes  ¨            No   x

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):

Yes  ¨            No   x

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Banco Santander, S.A.

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		Item 1

PRESS RELEASE

2015 RESULTS

Banco Santander delivers on its targets and earns EUR 5.966 million (+3%), with strong underlying performance of 13% based on increasing customer satisfaction and loyalty

Comunicación Externa.		1
Ciudad Grupo Santander Edificio Arrecife Pl. 2
28660 Boadilla del Monte (Madrid) Telf.: 34 91 289 52 11
email:[email protected]

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Madrid, 27 January 2016. Banco Santander registered attributable profit in 2015 of EUR 5,966 million, a 3% increase compared to 2014. Underlying profit, which does not include the effect of non-recurring results, grew an additional ten points, by 13%, and reached EUR 6,566 million.

In a year marked by a complex international economic scenario, with record low interest rates in currencies key to the Group such as the euro, pound and dollar, Banco Santander maintained positive performance. Lending increased 6% and customer funds rose 7% resulting in commercial revenues growing 8% and underlying profit, 13%.

Growth in business and results allow the bank to distribute a dividend per share of EUR 0.20, of which EUR 0.16 is in cash, 79% more than 2014. Dividend yield at current share prices is around 5%. Furthermore, the bank fulfills its commitment to increase tangible net asset value per share (TNAV), which increased by 3% since the close of 2014, to EUR 4.12.

These figures mean the bank is on track to achieve the targets announced by Santander’s management team at the September 2015 Investor Day. Key goals were set to reach a core capital ratio above 11% and ordinary RoTE of 13% by the end of 2018. Today, core capital is above 10% and ordinary RoTE is 11%.

Improved performance in revenue and business was backed by progress achieved in the Group’s commercial transformation supported by technological improvements and digitalization. Thus, the number of loyal customers grew 10%, to 13.8 million, with notable increases in Mexico (+14%) and the UK (+11%).

Digital customers increased 17%, to 16.6 million, so that 31% of the Group’s total customers can be considered digitally active. Mobile users that use the bank’s app an average of 13 times per month increased 50%, to 6.9 million. The volume of digital transactions rose 58%.

Comunicación Externa.		2
Ciudad Grupo Santander Edificio Arrecife Pl. 2
28660 Boadilla del Monte (Madrid) Telf.: 34 91 289 52 11
email:[email protected]

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Results

2015 results show sustained and higher quality growth, since underlying revenues contributed greater growth. Total revenues grew 6%, backed by commercial revenues (net interest income plus fees), that increased nearly 8%, while gains on financial transactions, which are more volatile due to its reliance on market performance, dropped 16%.

In 2015 the Group achieved record levels in net interest income, which amounted to EUR 32,189 million, and total revenue (gross income), which came in at EUR 45,272 million. These amounts exceed by almost 300 million those registered in 2012, when the last record was set.

Commercial revenues grew 0.2 point more than costs without the exchange rate effect and grew by exactly the same in euros. Costs rose 7%, to EUR 21,571 million, but would be practically flat without the inflation effect and with the same perimeter. The efficiency plan the bank is implementing allows it to absorb the increased costs due to regulatory requirements and the Group’s commercial transformation.

The performance of revenue and costs mentioned takes net margin to 23,702 million, an increase of 5%, and the efficiency ratio to 47.6%, one of lowest ratios among international banks.

Loan loss provisions continued to drop and are now at EUR 10,108 million, 4% less than those made in 2014. At the same time, the bank has assigned to different provisions EUR 1,118 million in non-recurrent results obtained in the year, of which EUR 835 million are from the reversal of tax provisions in Brazil and 283 million from Banco Internacional do Funchal (Banif). Moreover, an additional EUR 600 million fund has been established to cover potential claims from the commercialization of payment protection insurance in the UK. Without the positive and negative non-recurrent items, underlying profit for Banco Santander in 2015 reached 6,566 million, with growth of 13%.

Comunicación Externa.		3
Ciudad Grupo Santander Edificio Arrecife Pl. 2
28660 Boadilla del Monte (Madrid) Telf.: 34 91 289 52 11
email:[email protected]

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Europe accounted for 56% of profit and the Americas 44%. By countries, the largest contribution to profit was made by the United Kingdom, with 23%, followed by Brazil (19%), Spain (12%), the United States (8%), Mexico (7%), Chile (5%), Portugal, Argentina and Poland (4% each). Santander Consumer Finance, which carries out its activity in more than ten European countries, especially in Germany, Spain and the Nordic countries, contributed 11% of profit, after earning 938 million, with growth of 18%.

Business

Banco Santander closed 2015 with total assets of EUR 1,340,260 million, 6% more than 2014. Loan volume rose to EUR 805.395 million, 6% more than the prior year. Banco Santander’s total customer funds reached EUR 774,819 million, with growth of 7%. Customer deposits grew almost 6% and mutual funds, 14%.

Spain. The total loan portfolio stood at EUR 157,161 million, with a decrease of 3% from the close of 2014. This fall is greatly affected by a 22% drop in financing to the public sector, while financing to SMEs and companies grew 1%. New production continued to register strong growth, with mortgage volume increasing 25%, consumer lending, 33% and credit to SMEs and independent professionals, 18%.

Comunicación Externa.		4
Ciudad Grupo Santander Edificio Arrecife Pl. 2
28660 Boadilla del Monte (Madrid) Telf.: 34 91 289 52 11
email:[email protected]

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Santander Spain’s customer funds totaled EUR 219,263 million between deposits and mutual funds, with growth of 1%. Low interest rates and the appeal of the 1|2|3 account meant a 20% drop in term deposits, while demand deposits increased 9% and mutual funds, 11%. Remuneration on deposits decreased 0.43 point and the cost of credit, 0.47 point.

However, the most important development is that Santander recovered leadership in client satisfaction in Spain, to which the 1|2|3 strategy no doubt contributed. There are currently 860,000 1|2|3 accounts in Spain, of which 50,000 are SMEs. The strategy means that 237,000 clients have moved their payroll account to Santander from other financial institutions. 1|2|3 accounts are being opened at a rate of more than 100,000 per month and the goal is to end 2016 with two million accounts.

United Kingdom. The loan portfolio stood at EUR 277,718 at the close of 2015, with growth of 5% for the year, an 11% increase when converted to euros due to the appreciation of the pound. This performance is backed by financing to companies, which grew 10%; the mortgage business, up 2% and consumer and auto finance, which increased 42% in part due to the integration of PSA in the UK in February.

The volume of deposits and mutual funds in the United Kingdom reached EUR 231,960 million and grew for the year 6% in pounds and 13% in euros. The 1|2|3 strategy has attracted 4.6 million clients in less than three years.

This strategy has been key to growth in the business and Santander UK has consistently gained market share in recent years; increased net interest income, which has risen 22% in two years despite the low interest rate environment, and has improved client loyalty 63%.

Comunicación Externa.		5
Ciudad Grupo Santander Edificio Arrecife Pl. 2
28660 Boadilla del Monte (Madrid) Telf.: 34 91 289 52 11
email:[email protected]

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Brazil. The loan portfolio reached EUR 63,636 million, with growth of 9% in local currency. The real’s 25% depreciation in one year turns the increase in activity to a 19% drop with the conversion from reais to euros. 2015 activity reflects the change in the mix that began three years ago, with a decline in consumer finance, down 7%, and an increase in financing to companies and households. Financing to large corporates grew 14%, to mid-sized corporates, 11%, and to SMEs, 4%. Mortgages to retail customers grew 21%

As for customer funds, Brazil’s total deposits and mutual funds were EUR 76,751 million, representing growth of 12% without the exchange rate effect, which becomes a decrease of 16% in euros. Total deposits remained stable and funds grew 24%.

Santander Brasil moved forward in its transformation process and set up a new commercial platform in 2015 which enables simplification and digitization of processes, resulting in improved customer experience.

As for the rest of the Group’s main countries, the United States grew 7% in credit year-on-year and 10% in customer funds; Mexico, 19% in credit and 9% in funds; Chile, 11% and 9%, respectively; Portugal improved 1% in credit and 4% in funds (excluding Banif); Poland increased credit 11% and funds 4%; and Argentina increased its loan portfolio 52% and client funds 60% (variations that are affected by strong inflation).

Lastly, Santander Consumer Finance, which groups the consumer finance business in continental Europe, grew deposits 6% and credit to customers 21%, which was boosted by the agreement with French group PSA.

The rate of NPLs, stood at 4.36% for the entire Group, with a decrease of 0.83 point for the year. NPLs fell in all markets except Brazil, which accounts for 8% of lending in the Group. The decrease in core markets is significant, the United Kingdom, Spain and Santander Consumer Finance, which represent, respectively, 36%, 20% and 9% of loans to customers. SCF registered the largest decrease, 1.4 points, to 3.4%; followed by Spain, with a drop of

Comunicación Externa.		6
Ciudad Grupo Santander Edificio Arrecife Pl. 2
28660 Boadilla del Monte (Madrid) Telf.: 34 91 289 52 11
email:[email protected]

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0.85 point, to 6.53%, and the United Kingdom, which registered a decrease of 0.27 point, to 1.52%. Brazil grew 0.93 point for the year, to 5.98%. Nonetheless, Santander Brasil showed better performance than the industry in NPLs, thanks to the portfolio management carried out in recent years.

At year end, the Group had a volume of NPLs and doubtful loans of EUR 37,094 million, EUR 4,615 million less than at the close of 2014, for which it has EUR 27,121 million in provisions. This means that 73% of NPLs are provisioned, six points more than a year ago.

Capital

With regards to capital ratios, at the beginning of the year the bank carried out a rights issue of EUR 7,500 million via an accelerated bookbuilding offer to institutional investors. At the close of the fiscal year, Banco Santander’s total eligible equity stood at EUR 84,346 million, and risk weighted assets were EUR 585,609 million. As a result, Santander has a CET1 capital ratio of 12.55%, 2.8 points more than the minimum required by the European Central Bank for 2016, which is 9.75%.

The CET1 fully loaded capital ratio, which assumes capital requirements that will be in force as of 1 January 2019, is 10.05%, 0.4 point more than one year ago. Reaching this capital ratio places the bank closer to its goal of exceeding 11% by 2018.

Comunicación Externa.		7
Ciudad Grupo Santander Edificio Arrecife Pl. 2
28660 Boadilla del Monte (Madrid) Telf.: 34 91 289 52 11
email:[email protected]

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Along with the rights issue, the bank’s board of directors announced its new dividend policy against fiscal year 2015, which consists of the payment of four dividends for EUR 0.05 per share, of which three will be paid in cash (August 2015, February and May, 2016) and one in shares or cash (October-November, 2015), per the shareholders choice.

Banco Santander has a market capitalization of more than EUR 60,000 million, making it the first bank in the euro zone. Santander has 3,573,277 shareholders and 193,863 employees serving over 117 million customers through 13,030 branches.

Más información en: www.santander.com

Comunicación Externa.		8
Ciudad Grupo Santander Edificio Arrecife Pl. 2
28660 Boadilla del Monte (Madrid) Telf.: 34 91 289 52 11
email:[email protected]

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KEY CONSOLIDATED DATA 

Variations w/o exchange rate:

Quarterly: Net interest income: +0.8%; Gross income: -1.7%; Pre-provision profit: -6.1%; Attributable profit: -10.5%

Year-on-year: Net interest income: +8.0%; Gross income: +5.6%; Pre-provision profit: +4.4%; Attributable profit: +9,4%

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Item 2

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Best bank for our employees				Best bank for our customers
Attract, engage and retain the best talent, capable of providing the best service to our customers and guarantee the business success and sustainability.				Build long-term customer relationships providing simple and tailor-made solutions. a fair and equal treatment and excellent service in our branches and digital channels, in order to enhance their satisfaction and engagement with the Bank.
Best bank for communities				Best bank for our shareholders
Conduct our banking activity contributing to the economic and social progress of the communities in which we operate, in a responsible and sustainable way, and particularly committed to the field of higher education,				Generate an attractive and sustainable return for our shareholders based on a business model with a high degree of recurring revenues, prudent risks, efficient, with disciplined use of capital and financial strength.

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KEY CONSOLIDATED DATA

Variations w/o exchange rate:

Quarterly: Net interest income: +0.8%; Gross income: -1.7%; Pre-provision profit: -6.1%; Attributable profit: -10.5%

Year-on-year: Net interest income: +8.0%; Gross income: +5.6%; Pre-provision profit: +4.4%; Attributable profit: +9,4%

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Underlying income statement € million

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Underlying quarterly income statement

€ million