Issuer:

Abbey National Treasury Services plc

Guarantor:

Santander UK plc

Expected Issue Ratings:

A2 (neg) (Moody’s) / A (neg) (S&P) / A (stable) (Fitch)*

Status:

Senior, Unsecured

Offering Format:

SEC-Registered

Form of Notes:

Registered Global Note

Aggregate Principal Amount:

$500,000,000

Trade Date:

September 24, 2014

Settlement/Issue Date:

September 29, 2014, which is the third Business Day after the Trade Date

Maturity Date:

September 29, 2017

Interest Rate:

1.650% per annum (semi annual)

Interest Payment Dates:

Every March 29 and September 29 and on the Maturity Date, commencing on March 29, 2015 and ending on the Maturity Date

Business Day:

Means any day, other than 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.

Business Day Convention:

Following Business Day Convention, unadjusted

Day Count Fraction:

30/360

Benchmark Treasury:

T 1% due September 15, 2017

Benchmark Yield:

1.059%

Spread to Benchmark:

T+62.5bps

Re-offer Yield:

1.684%

Price to Public:

99.901%

Underwriting Discount:

0.20%

All-in Price:

99.701%

Net Proceeds (before expenses):

$498,505,000

All-in Yield:

1.753%

Agreement with Respect to the Exercise of UK Bail-in Power:

By its acquisition of the notes, each holder of the notes (including each beneficial owner) acknowledges, agrees to be bound by and consents to the exercise of any UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) that may result in (i) the cancellation, write-down or reduction of all, or a portion, of the principal amount of, or interest on, the notes (including by way of variation of the notes) and/or (ii) any other modification of the notes and/or (iii) the conversion of all, or a portion, of the principal amount of, or interest on, the notes into our or another person’s shares or other securities or other obligations to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power, and the rights of the holders of the notes will be subject to the provisions of any UK bail-in power which are expressed to implement such a reduction, write-down, cancellation, modification or conversion. In addition, by its acquisition of the notes, each holder of the notes (including each beneficial owner) acknowledges, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority in relation to the guarantees of the notes.

For purposes of the notes, a “UK bail-in power” is any statutory power to effect a cancellation, write-down, reduction, modification and/or conversion of a liability existing from time to time under any laws, regulations, rules or requirements relating to the resolution of credit institutions (and banks), investment firms and certain banking group companies (including relevant parent undertakings, subsidiaries and/or certain affiliates of credit institutions, banks and investment firms), incorporated in the United Kingdom in effect and applicable to the issuer or any member of the Santander UK Group, including but not limited to the UK Banking Act 2009, as the same may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 or otherwise), and any laws, regulations, rules or requirements in the UK which are adopted or enacted in order to implement Directive 2014/59/EU of the European Parliament and of the EU Council of May 15, 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012 (the “RRD”), pursuant to which liabilities of a credit institution (or a bank), investment firm and certain banking group companies (including relevant parent undertakings, subsidiaries and/or certain affiliates of credit institutions, banks and investment firms) can be cancelled, written down, reduced, modified and/or converted into shares or other securities or obligations of the issuer or any other person (and a reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power).

Tax Redemption:

In the event of various tax law changes that require us to pay additional amounts and other limited circumstances as described in the prospectus, we may redeem all but not some of the notes prior to maturity.

Joint Book-Running Managers:

Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities Inc.

Paying Agent and Trustee:

The Bank of New York Mellon

Denominations:

$1,000 and integral multiples of $1,000 in excess thereof

Delivery:

DTC delivery free of payment

ISIN:

US002799AR59

CUSIP:

002799 AR5

Expected Listing:

New York Stock Exchange

Issuer:

Abbey National Treasury Services plc

Guarantor:

Santander UK plc

Expected Issue Ratings:

A2 (neg) (Moody’s) / A (neg) (S&P) / A (stable) (Fitch)*

Status:

Senior, Unsecured

Offering Format:

SEC-Registered

Form of Notes:

Registered Global Note

Aggregate Principal Amount:

$250,000,000

Trade Date:

September 24, 2014

Settlement/Issue Date:

September 29, 2014, which is the third Business Day after the Trade Date

Maturity Date:

September 29, 2017

Interest Rate:

The then-applicable U.S. dollar three-month LIBOR rate plus 0.41%

Interest Payment Dates:

Every March 29, June 29, September 29 and December 29, commencing on December 29, 2014 and ending on the Maturity Date

Interest Reset Dates:

Every March 29, June 29, September 29 and December 29

Business Day:

Means any day, other than 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.

Business Day Convention:

Modified Following Business Day convention

Day Count Fraction:

Actual/360

Price to Public:

100.00%

Underwriting Discount:

0.20%

All-in Price:

99.800%

Net Proceeds (before expenses):

$249,500,000

Agreement with Respect to the Exercise of UK Bail-in Power:

By its acquisition of the notes, each holder of the notes (including each beneficial owner) acknowledges, agrees to be bound by and consents to the exercise of any UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below) that may result in (i) the cancellation, write-down or reduction of all, or a portion, of the principal amount of, or interest on, the notes (including by way of variation of the notes) and/or (ii) any other modification of the notes and/or (iii) the conversion of all, or a portion, of the principal amount of, or interest on, the notes into our or another person’s shares or other securities or other obligations to give effect to the exercise by the relevant UK resolution authority of such UK bail-in power, and the rights of the holders of the notes will be subject to the provisions of any UK bail-in power which are expressed to implement such a reduction, write-down, cancellation, modification or conversion. In addition, by its acquisition of the notes, each holder of the notes (including each beneficial owner) acknowledges, agrees to be bound by and consents to the exercise of any UK bail-in power by the relevant UK resolution authority in relation to the guarantees of the notes.

For purposes of the notes, a “UK bail-in power” is any statutory power to effect a cancellation, write-down, reduction, modification and/or conversion of a liability existing from time to time under any laws, regulations, rules or requirements relating to the resolution of credit institutions (and banks), investment firms and certain banking group companies (including relevant parent undertakings, subsidiaries and/or certain affiliates of credit institutions, banks and investment firms), incorporated in the United Kingdom in effect and applicable to the issuer or any member of the Santander UK Group, including but not limited to the UK Banking Act 2009, as the same may be amended from time to time (whether pursuant to the UK Financial Services (Banking Reform) Act 2013 or otherwise), and any laws, regulations, rules or requirements in the UK which are adopted or enacted in order to implement Directive 2014/59/EU of the European Parliament and of the EU Council of May 15, 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and (EU) No 648/2012 (the “RRD”), pursuant to which liabilities of a credit institution (or a bank), investment firm and certain banking group companies (including relevant parent undertakings, subsidiaries and/or certain affiliates of credit institutions, banks and investment firms) can be cancelled, written down, reduced, modified and/or converted into shares or other securities or obligations of the issuer or any other person (and a reference to the “relevant UK resolution authority” is to any authority with the ability to exercise a UK bail-in power).

Tax Redemption:

In the event of various tax law changes that require us to pay additional amounts and other limited circumstances as described in the prospectus, we may redeem all but not some of the notes prior to maturity.

Joint Book-Running Managers:

Deutsche Bank Securities Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Santander Investment Securities Inc.

Calculation Agent, Paying Agent and Trustee:

The Bank of New York Mellon

Denominations:

$1,000 and integral multiples of $1,000 in excess thereof

Delivery:

DTC delivery free of payment

ISIN:

US002799AS33

CUSIP:

002799 AS3

Expected Listing:

New York Stock Exchange