Bond Barclay PLC 0% ( US06746XZK26 ) in USD

Barclay PLC

100 % ▼

United Kingdom

US06746XZK26 ( in USD )

22/12/2023 - Bond has expired

Prospectus brochure of the bond Barclays PLC US06746XZK26 in USD 0%, expired

1 000 USD

1 078 000 USD

06746XZK2

N/A

Barclays PLC is a British multinational banking and financial services corporation headquartered in London, offering a wide range of services including personal and corporate banking, investment banking, and wealth management.

A recent financial event involves the full repayment of a specific bond issuance, identified by ISIN US06746XZK26 and CUSIP 06746XZK2, which was issued by Barclays PLC, a prominent global financial institution headquartered in London, United Kingdom, an entity that stands as one of the world's largest and most established universal banks, operating across diverse sectors including retail banking, wholesale banking, corporate and investment banking, and wealth management, and maintaining a significant international footprint while providing a comprehensive range of financial services to individuals, corporations, and institutions worldwide, with this particular U.S. Dollar-denominated obligation, issued from the United Kingdom and possessing a total issue size of 1,078,000 along with a minimum purchase increment set at 1,000, having featured a notable 0% interest rate and a stated payment frequency of 2?characteristics that, while suggesting either a zero-coupon structure or a bond that had concluded its coupon payments prior to principal redemption, ultimately culminated in its successful maturity on December 22, 2023, at which point it was fully repaid at its 100% market price, signifying that bondholders received the full principal amount?and with Moody's having assigned an 'NR' (Not Rated) designation to this security, thereby marking a routine yet critical fulfillment of financial commitments within the fixed-income markets by a globally recognized issuer.

424B2 1 a18-41544_18424b2.htm 424B2 -12 LN14 [BARC-AMERICAS.FID1014679]

Pricing Supplement dated December 19, 2018
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated March 30, 2018, the Prospectus Supplement dated July 18, 2016 and the Index Supplement dated July 18, 2016)
Registration No. 333212571

$ 1 ,0 7 8 ,0 0 0
N ot e s due De c e m be r 2 2 , 2 0 2 3
Link e d t o t he Le a st Pe rform ing of
t he S& P 5 0 0 ® I nde x a nd t he Russe ll 2 0 0 0 ® I nde x
Globa l M e dium -T e rm N ot e s , Se rie s A

Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.

Issuer:
Barclays Bank PLC
Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
Initial Valuation Date:
December 19, 2018
Issue Date:
December 24, 2018
Final Valuation Date:*
December 19, 2023
Maturity Date:*
December 22, 2023
Reference Assets:
The S&P 500 Index (the "S&P 500 Index") and the Russell 2000® Index (the "Russell 2000 Index"), as set forth in the following table:

Reference Asset
Bloomberg Ticker
Initial Value

S&P 500 Index
SPX <Index>
2,506.96

Russell 2000 Index
RTY <Index>
1,349.23

The S&P 500 Index and the Russell 2000 Index are each referred to herein as a "Reference Asset" and, collectively, as the "Reference
Assets."
Payment at Maturity:
If you hold the Notes to maturity, you will receive on the Maturity Date a cash payment per $1,000 principal amount Note that you hold
determined as follows:
If the Reference Asset Return of the Least Performing Reference Asset is greater than or equal to 0.00%, you will receive an
amount per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 × lesser of (a) Reference Asset Return of the Least Performing Reference Asset × Upside Leverage Factor and
(b) Maximum Return]
If the Reference Asset Return is 29.33% or more, you will receive a payment at maturity of $1,440.00 per $1,000 principal amount Note
that you hold.
If the Reference Asset Return of the Least Performing Reference Asset is less than 0.00% but greater than or equal to -5.00%,
you will receive an amount per $1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 × Reference Asset Return of the Least Performing Reference Asset]
If the Reference Asset Return of the Least Performing Reference Asset is less than -5.00%, you will receive a payment per
$1,000 principal amount Note equal to the Minimum Payment at Maturity
If the Reference Asset Return of the Least Performing Reference Asset is less than 0.00%, you may lose up to 5.00% of the principal
amount of your Notes at maturity.
Any payment on the Notes is not guaranteed by any third party and is subject to both the creditworthiness of the Issuer and to the
exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. If Barclays Bank PLC were to default on its payment
obligations or become subject to the exercise of any U.K. Bail-in Power (or any other resolution measure) by the relevant U.K.
resolution authority, you might not receive any amounts owed to you under the Notes. See "Consent to U.K. Bail-in Power" and
"Selected Risk Considerations" in this pricing supplement and "Risk Factors" in the accompanying prospectus supplement for more
information.
Consent to U.K. Bail-in
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by
Power:
acquiring the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K.
Bail-in Power by the relevant U.K. resolution authority. See "Consent to U.K. Bail-in Power" on page PS2 of this pricing supplement.

[Terms of the Notes Continue on the Next Page]

Initial Issue Price(1)(2)
Price to Public
(3)
Agent's Commission(3)
Proceeds to Barclays Bank PLC

Per Note
$1,000
100%
4.35%
95.65%

Total
$1,078,000.00
$1,078,000.00
$45,570.50
$1,032,429.50

(1) Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forego some or all selling concessions, fees or commissions, the public
offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $956.50 and $1,000 per Note. Investors that hold their Notes
in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based on the amount of assets held in those
accounts, including the Notes.

(2) Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $944.50 per Note. The estimated value is less than the initial
issue price of the Notes. See "Additional Information Regarding Our Estimated Value of the Notes" on page PS3 of this pricing supplement.

(3) Barclays Capital Inc. will receive commissions from the Issuer of up to 4.35% of the principal amount of the Notes, or up to $43.50 per $1,000 principal amount.
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Barclays Capital Inc. will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers. The per Note
agent's commission and proceeds to Issuer shown above is the minimum amount of proceeds that the Issuer receives per Note, assuming the maximum Agent's
commission per Note of 4.35%. The total agent's commission and total proceeds to issuer shown above give effect to the actual amount of the variable Agent's
commission.

Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S7 of the prospectus supplement and "Selected Risk Considerations"
beginning on page PS7 of this pricing supplement.

We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in
market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement
is being used in a market resale transaction.

The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the
contrary is a criminal offense.

The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of either Barclays PLC or Barclays Bank PLC
and are not covered by the U.K. Financial Services Compensation Scheme or insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency of the United States, the United Kingdom or any other jurisdiction.

Terms of the Notes, Continued

Upside Leverage Factor:
1.50
Maximum Return:
44.00%
Minimum Payment at Maturity:$950.00 per $1,000 principal amount Note
Reference Asset Return:
With respect to each Reference Asset, an amount calculated as follows:
Final Value Initial Value
Initial Value
Least Performing Reference
The Reference Asset with the lowest Reference Asset Return, as calculated in the manner set forth above
Asset:
Initial Value:
With respect to each Reference Asset, the Closing Value on the Initial Valuation Date, as set forth in the table above
Final Value:
With respect to each Reference Asset, the Closing Value on the Final Valuation Date
Closing Value:
The term "Closing Value" means the closing level of the applicable Reference Asset, as further described under "Reference Assets--
Indices--Special Calculation Provisions" in the prospectus supplement, rounded to two decimal places (if applicable)
Calculation Agent:
Barclays Bank PLC
CUSIP / ISIN:
06746XZK2 / US06746XZK26

* Subject to postponement, as described under "Additional Terms of the Notes" in this pricing supplement

ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES

You should read this pricing supplement together with the prospectus dated March 30, 2018, as supplemented by the prospectus supplement dated
July 18, 2016 and the index supplement dated July 18, 2016, relating to our Global Medium-Term Notes, Series A, of which these Notes are a part.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous
oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for
implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters
set forth under "Risk Factors" in the prospectus supplement and "Selected Risk Considerations" in this pricing supplement, as the Notes involve
risks not associated with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before
you invest in the Notes.

When you read the prospectus supplement and the index supplement, note that all references to the prospectus dated July 18, 2016, or to any
sections therein, should refer instead to the accompanying prospectus dated March 30, 2018, or to the corresponding sections of that prospectus.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the
relevant date on the SEC website):

·
Prospectus dated March 30, 2018:

https://www.sec.gov/Archives/edgar/data/312070/000119312518103150/d561709d424b3.htm

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·
Prospectus Supplement dated July 18, 2016:

https://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

·
Index Supplement dated July 18, 2016:

https://www.sec.gov/Archives/edgar/data/312070/000110465916133002/a16-14463_22424b3.htm

Our SEC file number is 110257. As used in this pricing supplement, the "Company," "we," "us," or "our" refers to Barclays Bank PLC.

PS-1

CONSENT TO U.K. BAIL-IN POWER

Notwithstanding any other agreements, arrangements or understandings between us and any holder of the Notes, by acquiring the Notes, each
holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K.
resolution authority.

Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in
which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or
investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the "FSMA") threshold conditions for
authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company
that is a European Economic Area ("EEA") or third country institution or investment firm, that the relevant EEA or third country relevant authority
is satisfied that the resolution conditions are met in the respect of that entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction
or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes; (ii) the conversion of all, or a
portion, of the principal amount of, interest on, or any other amounts payable on, the Notes into shares or other securities or other obligations of
Barclays Bank PLC or another person (and the issue to, or conferral on, the holder of the Notes such shares, securities or obligations); and/or
(iii) the amendment or alteration of the maturity of the Notes, or amendment of the amount of interest or any other amounts due on the Notes, or the
dates on which interest or any other amounts become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power
may be exercised by means of a variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. resolution authority of
such U.K. Bail-in Power. Each holder of the Notes further acknowledges and agrees that the rights of the holders of the Notes are subject to, and
will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the
avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders of the securities may have at law if and to the extent that
any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws applicable in England.

For more information, please see "Selected Risk Considerations--You May Lose Some or All of Your Investment If Any U.K. Bail-in
Power Is Exercised by the Relevant U.K. Resolution Authority" in this pricing supplement as well as "U.K. Bail-in Power," "Risk
Factors--Risks Relating to the Securities Generally--Regulatory action in the event a bank or investment firm in the Group is failing or
likely to fail could materially adversely affect the value of the securities" and "Risk Factors--Risks Relating to the Securities
Generally--Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K.
resolution authority" in the accompanying prospectus supplement.

PS-2

ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES

Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which may or may not
materialize, typically including volatility, interest rates, and our internal funding rates. Our internal funding rates (which are our internally
published borrowing rates based on variables such as market benchmarks, our appetite for borrowing, and our existing obligations coming to
maturity) may vary from the levels at which our benchmark debt securities trade in the secondary market. Our estimated value on the Initial
Valuation Date is based on our internal funding rates. Our estimated value of the Notes may be lower if such valuation were based on the levels at
which our benchmark debt securities trade in the secondary market.

Our estimated value of the Notes on the Initial Valuation Date is less than the initial issue price of the Notes. The difference between the initial
issue price of the Notes and our estimated value of the Notes results from several factors, including any sales commissions to be paid to Barclays
Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated
intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost which
we may incur in hedging our obligations under the Notes, and estimated development and other costs which we may incur in connection with the
Notes.

Our estimated value on the Initial Valuation Date is not a prediction of the price at which the Notes may trade in the secondary market, nor will it
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be the price at which Barclays Capital Inc. may buy or sell the Notes in the secondary market. Subject to normal market and funding conditions,
Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the Notes in the secondary market but it is not obligated to do so.

Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell
the Notes in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any customer
account statements at all, may exceed our estimated value on the Initial Valuation Date for a temporary period expected to be approximately six
months after the Issue Date because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging
our obligations under the Notes and other costs in connection with the Notes which we will no longer expect to incur over the term of the Notes.
We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, which may include
the tenor of the Notes and/or any agreement we may have with the distributors of the Notes. The amount of our estimated costs which we
effectively reimburse to investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such
reimbursement at any time or revise the duration of the reimbursement period after the initial issue date of the Notes based on changes in market
conditions and other factors that cannot be predicted.

We urge you to read the "Selected Risk Considerations" beginning on page PS7 of this pricing supplement.

PS-3

SELECTED PURCHASE CONSIDERATIONS

The Notes are not suitable for all investors. The Notes may be a suitable investment for you if all of the following statements are true:

·
You do not seek an investment that produces periodic interest or coupon payments or other sources of current income.

·
You anticipate that the Reference Asset Return of each Reference Asset will be greater than 0.00%, and you are willing and able to accept

that your return on investment will not exceed the Maximum Return.
·
You are willing and able to accept that, if the Reference Asset Return of the Least Performing Reference Asset is less than 0.00%, you

may lose up to 5.00% of the principal amount of your Notes.
·
You are willing and able to accept the individual market risk of each Reference Asset and understand that any decline in the value of one

Reference Asset will not be offset or mitigated by a lesser decline or any potential increase in the value of any other Reference Asset.
·
You understand and accept the risk that the payment at maturity will be based solely on the Reference Asset Return of the Least

Performing Reference Asset.
·
You understand and are willing and able to accept the risks associated with an investment linked to the performance of the Reference

Assets.
·
You can tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside

fluctuations in the value of the Reference Assets.
·
You do not seek an investment for which there will be an active secondary market, and you are willing and able to hold the Notes to

maturity.
·
You are willing to assume our credit risk for all payments on the Notes.

·
You are willing to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.

The Notes may not be a suitable investment for you if any of the following statements are true:

·
You seek an investment that produces periodic interest or coupon payments or other sources of current income.

·
You seek an investment that provides for the full repayment of principal at maturity.

·
You anticipate that the Reference Asset Return of the Least Performing Reference Asset will be less than 0.00%, and/or you are unwilling

or unable to accept the risk that, if it is, you may lose up to 5.00% of the principal amount of your Notes.
·
You seek uncapped exposure to any positive performance of the Reference Assets.

·
You are unwilling or unable to accept the risk that the negative performance of only one Reference Asset may cause you to earn no

positive return or to suffer a loss of principal at maturity, regardless of the performance of the other Reference Asset.
·
You are unwilling or unable to accept the individual market risk of each Reference Asset and/or do not understand that any decline in the

value of one Reference Asset will not be offset or mitigated by a lesser decline or any potential increase in the value of any other
Reference Asset.
·
You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the performance of the

Reference Assets.
·
You cannot tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside

fluctuations in the value of the Reference Assets.
·
You seek an investment for which there will be an active secondary market, and/or you are unwilling or unable to hold the Notes to

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maturity.
·
You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and

credit ratings.
·
You are unwilling or unable to assume our credit risk for all payments on the Notes.

·
You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.

You must rely on your own evaluation of the merits of an investment in the Notes. You should reach a decision whether to invest in the Notes
after carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives and the specific information set out
in this pricing supplement, the prospectus supplement, the prospectus and the index supplement. Neither the Issuer nor Barclays Capital Inc. makes
any recommendation as to the suitability of the Notes for investment.

ADDITIONAL TERMS OF THE NOTES

The Final Valuation Date and the Maturity Date are subject to postponement in certain circumstances, as described under "Reference Assets--
Least or Best Performing Reference Asset--Scheduled Trading Days and Market Disruption Events for Securities Linked to the Reference Asset
with the Lowest or Highest Return in a Group of Two or More Equity Securities, Exchange-Traded Funds and/or Indices of Equity Securities" and
"Terms of the Notes--Payment Dates" in the accompanying prospectus supplement.

In addition, the Reference Assets and the Notes are subject to adjustment by the Calculation Agent under certain circumstances, as described under
"Reference Assets--Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in the accompanying prospectus
supplement.

PS-4

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY

The following examples demonstrate the hypothetical payment at maturity under various circumstances. The "total return" as used in these
examples is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount Note to
$1,000. The examples set forth below are purely hypothetical and are provided for illustrative purposes only and may not be the actual total returns
applicable to a purchaser of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The
hypothetical examples below do not take into account any tax consequences from investing in the Notes and make the following key assumptions:

Hypothetical Initial Value of each Reference Asset: 100.00*

*
The hypothetical Initial Value of 100.00 for each Reference Asset have been chosen for illustrative purposes only. The actual Initial Value for

each Reference Asset is as set forth on the cover of this pricing supplement.

Final Value

Reference Asset Return

Reference Asset Return
S&P 500
Russell 2000
S&P 500
Russell 2000
Payment at
Total Return on

of the Least Performing
Index
Index
Index
Index
Maturity**
Notes
Reference Asset
150.00
190.00

50.00%
90.00%

50.00%
$1,440.00
44.00%
145.00
140.00

45.00%
40.00%

40.00%
$1,440.00
44.00%
130.00
150.00

30.00%
50.00%

30.00%
$1,440.00
44.00%
125.00
129.33

25.00%
29.33%

29.33%
$1,440.00
44.00%
120.00
130.00

20.00%
30.00%

20.00%
$1,300.00
30.00%
140.00
110.00

40.00%
10.00%

10.00%
$1,150.00
15.00%
105.00
110.00

5.00%
10.00%

5.00%
$1,075.00
7.50%
110.00
100.00

10.00%
0.00%

0.00%
$1,000.00
0.00%
105.00
97.50

5.00%
-2.50%

-2.50%
$975.00
-2.50%
95.00
105.00

-5.00%
5.00%

-5.00%
$950.00
-5.00%
90.00
102.50

-10.00%
2.50%

-10.00%
$950.00
-5.00%
80.00
120.00

-20.00%
20.00%

-20.00%
$950.00
-5.00%
95.00
70.00

-5.00%
-30.00%

-30.00%
$950.00
-5.00%
60.00
103.00

-40.00%
3.00%

-40.00%
$950.00
-5.00%
50.00
140.00

-50.00%
40.00%

-50.00%
$950.00
-5.00%
40.00
135.00

-60.00%
35.00%

-60.00%
$950.00
-5.00%
40.00
30.00

-60.00%
-70.00%

-70.00%
$950.00
-5.00%
40.00
20.00

-60.00%
-80.00%

-80.00%
$950.00
-5.00%
10.00
95.00

-90.00%
-5.00%

-90.00%
$950.00
-5.00%
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102.00
0.00

2.00%
-100.00%

-100.00%
$950.00
-5.00%

** per $1,000 principal amount Note

The following examples illustrate how the payments at maturity set forth in the table above are calculated:

Example 1: The Final Value of the S&P 500 Index is 140.00 and the Final Value of the Russell 2000 Index is 110.00.

Because the Russell 2000 Index has the lowest Reference Asset Return, the Russell 2000 Index is the Least Performing Reference Asset. Because
the Reference Asset Return of the Least Performing Reference Asset is less than 29.33%, you will receive a payment at maturity of $1,150.00 per
$1,000 principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × Reference Asset Return of the Least Performing Reference Asset × Upside Leverage Factor]
$1,000 + [$1,000 × 10.00% × 1.50] = $1,150.00

The total return on investment of the Notes is 15.00%.

Example 2: The Final Value of the S&P 500 Index is 145.00 and the Final Value of the Russell 2000 Index is 140.00.

Because the Russell 2000 Index has the lowest Reference Asset Return, the Russell 2000 Index is the Least Performing Reference Asset. Because
the Reference Asset Return of the Least Performing Reference Asset is greater than or equal to 29.33%, you will receive a payment at maturity of
$1,440.00 per $1,000 principal amount Note that you hold, the maximum possible payment on the Notes.

The total return on investment of the Notes is 44.00%.

PS-5

Example 3: The Final Value of the S&P 500 Index is 105.00 and the Final Value of the Russell 2000 Index is 97.50.

Because the Russell 2000 Index has the lowest Reference Asset Return, the Russell 2000 Index is the Least Performing Reference Asset. Because
the Reference Asset Return of the Least Performing Reference Asset is less than 0.00% but is greater than -5.00%, you will receive a payment at
maturity of $975.00 per $1,000 principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × Reference Asset Return of the Least Performing Reference Asset]
$1,000 + [$1,000 × -2.50%] = $975.00

The total return on investment of the Notes is -2.50%.

Example 4: The Final Value of the S&P 500 Index is 80.00 and the Final Value of the Russell 2000 Index is 120.00.

Because the S&P 500 Index has the lowest Reference Asset Return, the S&P 500 Index is the Least Performing Reference Asset. Because the Final
Value of the Least Performing Reference Asset is less than or equal to -5.00%, you will receive a payment at maturity of $950.00 per $1,000
principal amount Note that you hold, which is the Minimum Payment and Maturity.

The total return on investment of the Notes is -5.00%, which reflects the Minimum Payment at Maturity.

Example 5: The Final Value of the S&P 500 Index is 40.00 and the Final Value of the Russell 2000 Index is 30.00.

Because the Russell 2000 Index has the lowest Reference Asset Return, the Russell 2000 Index is the Least Performing Reference Asset. Because
the Final Value of the Least Performing Reference Asset is less than or equal to -5.00%, you will receive a payment at maturity of $950.00 per
$1,000 principal amount Note that you hold, which is the Minimum Payment at Maturity.

The total return on investment of the Notes is -5.00%, which reflects the Minimum Payment at Maturity.

PS-6

SELECTED RISK CONSIDERATIONS

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Indices or their
components. These risks are explained in more detail in the "Risk Factors" section of the prospectus supplement, including the risk factors
discussed under the following headings of the prospectus supplement:

·
"Risk Factors--Risks Relating to the Securities Generally"; and

·
"Risk Factors--Additional Risks Relating to Securities with Reference Assets That Are Equity Securities, Indices of Equity Securities or

Exchange-Traded Funds that Hold Equity Securities."

In addition to the risks described above, you should consider the following:
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·
You May Lose up to 5.00% of the Principal Amount of Your Notes--The Notes differ from ordinary debt securities in that the Issuer will

not necessarily repay the full principal amount of the Notes at maturity. If the Reference Asset Return of the Least Performing Reference Asset
is less than 0.00%, you will lose 1.00% of the principal amount of your Notes for every 1.00% that the Reference Asset Return of the Least
Performing Reference Asset falls below 0.00%, subject to the Minimum Payment at Maturity of $950.00 per $1,000 principal amount Note.
You may lose up to 5.00% of the principal amount of your Notes. Any payment on the Notes, including the repayment of principal, is subject
to the credit risk of Barclays Bank PLC.

·
You Are Exposed to the Market Risk of Each Reference Asset--Your return on the Notes is not linked to a basket consisting of the

Reference Assets. Rather, it will be contingent upon the independent performance of each Reference Asset. Unlike an instrument with a return
linked to a basket of underlying assets in which risk is mitigated and diversified among all the components of the basket, you will be exposed
to the risks related to each Reference Asset. Poor performance by any Reference Asset over the term of the Notes may negatively affect your
return and will not be offset or mitigated by any increases or lesser declines in the value of any other Reference Asset. To receive a positive
return on your Notes at maturity, the Final Value of each Reference Asset must be greater than 0.00%. Accordingly, your investment is
subject to the market risk of each Reference Asset.

·
Potential Return Limited to the Maximum Return--If the Reference Asset Return is greater than 0.00%, you will receive a payment at

maturity of $1,000 per $1,000 principal amount Note that you hold plus an additional payment that will not exceed $1,000 times the
Maximum Return. Accordingly, the maximum payment that you may receive at maturity is $1,440.00 per $1,000 principal amount Note that
you hold, and because the Upside Leverage Factor is equal to 1.50, you will not benefit from any appreciation of the Reference Asset beyond
a Reference Asset Return 29.33%, which may be significant.

·
You Will Not Receive More than the Principal Amount of Your Notes at Maturity Unless the Reference Asset Return of Each

Reference Asset is Greater Than 0.00%; Your Payment at Maturity Will be Calculated Solely Based Upon the Reference Asset Return
of the Least Performing Reference Asset--The payment at maturity will not exceed the principal amount of your Notes unless the
Reference Asset Return of each Reference Asset is greater than 0.00%. Even if the Reference Asset Return of each Reference Asset is greater
than 0.00%, the payment at maturity will nonetheless be calculated solely based upon the Reference Asset Return of the Least Performing
Reference Asset. You will not participate in any appreciation of any other Reference Asset being higher than the Reference Asset Return of the
Least Performing Reference Asset, which may be significant.

Similarly, if each Reference Asset has a Reference Asset Return less than 0.00% Reference Asset Return, any payment at maturity will depend
solely on the Reference Asset Return of the Least Performing Reference Asset.

·
The Payment at Maturity of Your Notes is Based Solely on the Closing Value of the Least Performing Reference Asset on the Final

Valuation Date--The Final Values (and resulting Reference Asset Returns) will be based solely on the Closing Values of the Reference
Assets on the Final Valuation Date. Accordingly, if the value of the Least Performing Reference Asset drops on the Final Valuation Date, the
payment at maturity on the Notes may be significantly less than it would have been had it been linked to the value of such Reference Asset at
any time prior to such drop.

·
Credit of Issuer--The Notes are senior unsecured debt obligations of the issuer, Barclays Bank PLC, and are not, either directly or indirectly,

an obligation of any third party. Any payment to be made on the Notes is subject to the ability of Barclays Bank PLC to satisfy its obligations
as they come due and is not guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may
affect the market value of the Notes, and in the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts
owed to you under the terms of the Notes.

PS-7

·
You May Lose Some or All of Your Investment If Any U.K. Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority--

Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by acquiring
the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by
the relevant U.K. resolution authority as set forth under "Consent to U.K. Bail-in Power" in this pricing supplement. Accordingly, any U.K.
Bail-in Power may be exercised in such a manner as to result in you and other holders of the Notes losing all or a part of the value of your
investment in the Notes or receiving a different security from the Notes, which may be worth significantly less than the Notes and which may
have significantly fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may
exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders of the Notes. The exercise of
any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be a default or an Event of Default (as each
term is defined in the indenture) and 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 U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes. See "Consent to
U.K. Bail-in Power" in this pricing supplement as well as "U.K. Bail-in Power," "Risk Factors--Risks Relating to the Securities Generally--
Regulatory action in the event a bank or investment firm in the Group is failing or likely to fail could materially adversely affect the value of
the securities" and "Risk Factors--Risks Relating to the Securities Generally--Under the terms of the securities, you have agreed to be bound
by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority" in the accompanying prospectus supplement.

·
Owning the Notes is Not the Same as Owning the Securities Composing the Reference Assets--The return on the Notes may not reflect

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the return you would realize if you actually owned the securities composing the Reference Assets. As a holder of the Notes, you will not
receive interest payments, and you will not have voting rights or rights to receive dividends or other distributions or other rights that holders of
the securities underlying the Reference Assets would have.

·
Historical Performance of the Reference Assets Should Not Be Taken as Any Indication of the Future Performance of the Reference

Assets Over the Term of the Notes--The value of each Reference Asset has fluctuated in the past and may, in the future, experience
significant fluctuations. The historical performance of a Reference Asset is not an indication of the future performance of that Reference Asset
over the term of the Notes. The historical correlation between the Reference Assets is not an indication of the future correlation between them
over the term of the Notes. Therefore, the performance of the Reference Assets individually or in comparison to each other over the term of the
Notes may bear no relation or resemblance to the historical performance of the Reference Assets.

·
The Notes Are Subject to Risks Associated with Small Capitalization Stocks--The Russell 2000 Index tracks companies that are

considered small-capitalization companies. These companies often have greater stock price volatility, lower trading volume and less liquidity
than large-capitalization companies, and therefore securities linked to the Russell 2000 Index may be more volatile than an investment linked
to an index with component stocks issued by large-capitalization companies. Stock prices of small-capitalization companies are also more
vulnerable than those of large-capitalization companies to adverse business and economic developments. In addition, small-capitalization
companies are typically less stable financially than large-capitalization companies and may depend on a small number of key personnel,
making them more vulnerable to loss of personnel. Small-capitalization companies are often subject to less analyst coverage and may be in
early, and less predictable, periods of their corporate existences. Such companies tend to have smaller revenues, less diverse product lines,
smaller shares of their product or service markets, fewer financial resources and less competitive strengths than large-capitalization companies
and are more susceptible to adverse developments related to their products.

·
The Estimated Value of Your Notes is Lower Than the Initial Issue Price of Your Notes--The estimated value of your Notes on the

Initial Valuation Date is lower than the initial issue price of your Notes. The difference between the initial issue price of your Notes and the
estimated value of the Notes is a result of certain factors, such as any sales commissions to be paid to Barclays Capital Inc. or another affiliate
of ours, any selling concessions, discounts, commissions or fees to be allowed or paid to non-affiliated intermediaries, the estimated profit that
we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost which we may incur in hedging our
obligations under the Notes, and estimated development and other costs which we may incur in connection with the Notes.

·
The Estimated Value of Your Notes Might be Lower if Such Estimated Value Were Based on the Levels at Which Our Debt Securities

Trade in the Secondary Market--The estimated value of your Notes on the Initial Valuation Date is based on a number of variables,
including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt securities trade in the
secondary market. As a result of this difference, the estimated value referenced above might be lower if such estimated value was based on the
levels at which our benchmark debt securities trade in the secondary market.

·
The Estimated Value of the Notes is Based on Our Internal Pricing Models, Which May Prove to be Inaccurate and May be Different

from the Pricing Models of Other Financial Institutions--The estimated value of your Notes on the Initial Valuation Date is based on our
internal pricing models, which take into account a number of variables and are based on a number of subjective assumptions, which may or
may not materialize. These variables and assumptions are not evaluated or verified on an independent basis. Further, our pricing models may
be different from other financial institutions' pricing models and the methodologies used by us to estimate the value of the Notes may not be
consistent with those of other financial institutions which may be purchasers or sellers of Notes in the secondary market. As a result, the
secondary market price of your Notes may be materially different from the estimated value of the Notes determined by reference to our
internal pricing models.

PS-8

·
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, if

any, and Such Secondary Market Prices, If Any, Will Likely be Lower Than the Initial Issue Price of Your Notes and May be Lower
Than the Estimated Value of Your Notes--The estimated value of the Notes will not be a prediction of the prices at which Barclays Capital
Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions (if they are
willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Notes in the secondary market at any
time will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized
trades, and may be substantially less than our estimated value of the Notes. Further, as secondary market prices of your Notes take into
account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs related to the
Notes such as fees, commissions, discounts, and the costs of hedging our obligations under the Notes, secondary market prices of your Notes
will likely be lower than the initial issue price of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or
third parties may be willing to purchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you
paid for your Notes, and any sale prior to the maturity date could result in a substantial loss to you.

·
The Temporary Price at Which We May Initially Buy The Notes in the Secondary Market And the Value We May Initially Use for

Customer Account Statements, If We Provide Any Customer Account Statements At All, May Not Be Indicative of Future Prices of
Your Notes--Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may
initially buy or sell the Notes in the secondary market (if Barclays Capital Inc. makes a market in the Notes, which it is not obligated to do)
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and the value that we may initially use for customer account statements, if we provide any customer account statements at all, may exceed our
estimated value of the Notes on the Initial Valuation Date, as well as the secondary market value of the Notes, for a temporary period after the
initial issue date of the Notes. The price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market and the
value that we may initially use for customer account statements may not be indicative of future prices of your Notes.

·
We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect the Notes in Various

Ways and Create Conflicts of Interest--We and our affiliates play a variety of roles in connection with the issuance of the Notes, as
described below. In performing these roles, our and our affiliates' economic interests are potentially adverse to your interests as an investor in
the Notes.

In connection with our normal business activities and in connection with hedging our obligations under the Notes, we and our affiliates make
markets in and trade various financial instruments or products for our accounts and for the account of our clients and otherwise provide
investment banking and other financial services with respect to these financial instruments and products. These financial instruments and
products may include securities, derivative instruments or assets that may relate to the Reference Assets or their components. In any such
market making, trading and hedging activity, and other services, we or our affiliates may take positions or take actions that are inconsistent
with, or adverse to, the investment objectives of holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer,
seller or holder of the Notes into account in conducting these activities. Such market making, trading and hedging activity, investment banking
and other financial services may negatively impact the value of the Notes.

In addition, the role played by Barclays Capital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of
Barclays Bank PLC, as issuer of the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial
benefit from the distribution of the Notes. Furthermore, we and our affiliates establish the offering price of the Notes for initial sale to the
public, and the offering price is not based upon any independent verification or valuation.

In addition to the activities described above, we will also act as the Calculation Agent for the Notes. As Calculation Agent, we will determine
any values of the Reference Assets and make any other determinations necessary to calculate any payments on the Notes. In making these
determinations, we may be required to make certain discretionary judgments relating to the Reference Assets and the Notes. In making these
discretionary judgments, our economic interests are potentially adverse to your interests as an investor in the Notes, and any of these
determinations may adversely affect any payments on the Notes.

·
Lack of Liquidity--The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays Bank PLC

intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such secondary market making at any
time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market
for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because
other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to
depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

·
Tax Treatment--As discussed further below under "Tax Considerations" and in the accompanying prospectus supplement, if you are a U.S.

individual or taxable entity, you should be required to accrue interest on a current basis in respect of the Notes over their term based on the
comparable yield for the Notes and pay tax accordingly, even though you will not receive any payments from us until maturity. This
comparable yield is determined solely to calculate the amount on which you will be taxed prior to maturity and is neither a prediction nor a
guarantee of what the actual yield will be.

PS-9

·
Many Economic and Market Factors Will Impact the Value of the Notes--The value of the Notes will be affected by a number of

economic and market factors that interact in complex and unpredictable ways and that may either offset or magnify each other, including:

o
the market prices of, dividend rate on and the expected volatility of the Reference Assets and the components of each Reference

Asset;

o
correlation (or lack of correlation) of the Reference Assets;

o
the time to maturity of the Notes;

o
interest and yield rates in the market generally;

o
a variety of economic, financial, political, regulatory or judicial events;

o
supply and demand for the Notes; and

o
our creditworthiness, including actual or anticipated downgrades in our credit ratings.

PS-10

INFORMATION REGARDING THE REFERENCE ASSETS

S&P 500® Index
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The S&P 500 Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets.

Beginning in June 2016, U.S. common equities listed on Cboe BZX, Cboe BYX, Cboe EDGA or Cboe EDGX were added to the universe of
securities that are eligible for inclusion in the S&P 500 Index and, effective March 10, 2017, the minimum unadjusted company market
capitalization for potential additions to the S&P 500 Index was increased to $6.1 billion from $5.3 billion. As of July 31, 2017, the securities of
companies with multiple share class structures are no longer eligible to be added to the S&P 500 Index, but securities already included in the S&P
500 Index have been grandfathered and are not affected by this change. For more information about the S&P 500 Index, please see "Indices--The
S&P U.S. Indices" in the accompanying index supplement.

Historical Performance of the S&P 500 Index

The graph below sets forth the historical performance of the S&P 500 Index based on the daily Closing Values from January 1, 2013 through
December 19, 2018. We obtained the Closing Values shown in the graph below from Bloomberg Professional® service ("Bloomberg"). We have
not independently verified the accuracy or completeness of the information obtained from Bloomberg.

Historical Performance of the S&P 500® Index

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

PS-11

Russell 2000® Index

The Russell 2000 Index is calculated, maintained and published by FTSE Russell. The Russell 2000 Index measures the capitalization-weighted
price performance of 2,000 small-capitalization stocks and is designed to track the performance of the small capitalization segment of the U.S.
equity market. For more information about the Russell 2000 Index, see "Indices--The Russell Indices" in the accompanying index supplement, as
supplemented by the following updated information. As of August 2017, to be eligible for inclusion in the Russell 2000 Index, each company is
required to have more than 5.00% of its voting rights (aggregated across all of its equity securities) in the hands of unrestricted shareholders.
Companies already included in the Russell 2000 Index have a 5 year grandfathering period to comply or they will be removed from the Russell
2000 Index in September 2022.

Historical Performance of the Russell 2000 Index

The graph below sets forth the historical performance of the Russell 2000 Index based on the daily Closing Values from January 1, 2013 through
December 19, 2018. We obtained the Closing Values shown in the graph below from Bloomberg. We have not independently verified the accuracy
or completeness of the information obtained from Bloomberg.
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