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:

$1,000,000,000

Trade Date:

March 9, 2015

Settlement/Issue Date:

March 16, 2015, which is the fifth Business Day after the Trade Date

Maturity Date:

March 16, 2020

Interest Rate:

2.375% per annum (semi-annual)

Interest Payment Dates:

Every March 16 and September 16 and on the Maturity Date, commencing on September 16, 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 1.375% due February 29, 2020

Benchmark Yield:

1.651%

Spread to Benchmark:

T+77 basis points

Re-offer Yield:

2.421%

Price to Public:

99.785%

Underwriting Discount:

0.350%

All-in Price:

99.435%

Net Proceeds (before expenses):

$994,350,000

All-in Yield:

2.496%

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) recognizes, acknowledges, agrees and consents that the notes will be subject to the exercise of any UK bail-in power (as defined below) by the relevant UK resolution authority (as defined below). Each holder of the notes (including each beneficial owner) also, by its acquisition of the notes, acknowledges, agrees and consents (a) to the exercise of any UK bail-in power by the relevant UK resolution authority in relation to the notes that may result in (i) the cancellation, write-down or reduction of all, or a portion, of the principal amount of, or any other outstanding amounts due under the notes (including any interest which is accrued but unpaid) and/or (ii) any other modification, variation or change of form of the notes and/or (iii) the conversion of all, or a portion, of the principal amount of, or any other outstanding amounts due under the notes (including any interest which is accrued but unpaid) 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 (b) that its rights as a holder 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, variation, change of form or conversion and that it will accept in lieu of the notes any ordinary shares or other instruments of ownership into which the notes may be converted. In addition, by its acquisition of the notes, each holder of the notes (including each beneficial owner) recognizes, acknowledges, agrees and consents that the guarantees of the notes will also be subject to the exercise of any UK bail-in power by the relevant UK resolution authority and recognizes, 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 in the UK under the UK Banking Act 2009, as the same may be amended, re-enacted or replaced from time to time pursuant to which liabilities (including accrued but unpaid interest) of a bank, investment firm and certain banking group companies (including relevant parent undertakings, subsidiaries and/or certain affiliates of banks and investment firms) can be (in part or in full) cancelled, written down, reduced, modified, varied, changed in form, transferred, diluted 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 the Bank of England or any other 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:

Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Santander Investment Securities Inc. and Wells Fargo Securities, LLC

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:

US002799AT16

CUSIP:

002799AT1

Expected Listing:

New York Stock Exchange