Obligation Barclay PLC 3.684% ( US06738EAS46 ) en USD

Barclay PLC

100 % ▼

Royaume-uni

US06738EAS46 ( en USD )

3.684% par an ( paiement semestriel )

09/01/2023 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06738EAS46 en USD 3.684%, échue

200 000 USD

1 500 000 000 USD

06738EAS4

BBB ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

Une obligation émise par Barclays PLC, identifiée par le code ISIN US06738EAS46 et le code CUSIP 06738EAS4, a récemment atteint sa maturité et a été intégralement remboursée. Barclays PLC, un émetteur basé au Royaume-Uni et acteur majeur du secteur bancaire et financier mondial, avait structuré cette émission libellée en USD, qui portait un taux d'intérêt fixe de 3,684%, versé avec une fréquence bimensuelle. L'émission totale représentait un volume de 1 500 000 000 USD, avec une taille minimale à l'achat fixée à 200 000 USD. Son prix de remboursement à maturité, survenu le 9 janvier 2023, s'est établi à 100% de sa valeur nominale, confirmant le remboursement à parité de ce titre. Au moment de l'émission et avant son remboursement, l'instrument bénéficiait d'une notation « BBB » de Standard & Poor's (S&P) et d'une notation « Baa2 » de Moody's, les deux reflétant une qualité de crédit de catégorie investissement.

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Table of Contents
CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities Offered
Offering Price
Fee(1)
$1,500,000,000 3.684% Fixed Rate Senior Notes due 2023

$1,500,000,000
$173,850
$1,250,000,000 4.337% Fixed Rate Senior Notes due 2028

$1,250,000,000
$144,875
$1,500,000,000 4.950% Fixed Rate Senior Notes due 2047

$1,500,000,000
$173,850
$750,000,000 Floating Rate Senior Notes due 2023

$750,000,000
$86,925
Total

$5,000,000,000
$579,500

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-195645
Prospectus Supplement to Prospectus dated May 2, 2014

US$1,500,000,000 3.684% Fixed Rate Senior Notes due 2023
US$1,250,000,000 4.337% Fixed Rate Senior Notes due 2028
US$1,500,000,000 4.950% Fixed Rate Senior Notes due 2047
US$750,000,000 Floating Rate Senior Notes due 2023
Barclays PLC

We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,500,000,000 aggregate principal amount of 3.684% Fixed Rate Senior Notes due 2023 (the "2023 notes"), $1,250,000,000 aggregate principal amount
of 4.337% Fixed Rate Senior Notes due 2028 (the "2028 notes"), $1,500,000,000 aggregate principal amount of 4.950% Fixed Rate Senior Notes due 2047 (the "2047 notes", and together with the 2023 notes and
the 2028 notes, the "fixed rate notes") and $750,000,000 aggregate principal amount of Floating Rate Senior Notes due 2023 (the "floating rate notes" and together with the fixed rate notes, the "notes").
From (and including) the date of issuance, interest will accrue on the fixed rate notes at a rate of 3.684% per annum for the 2023 notes, 4.337% per annum for the 2028 notes and 4.950% per annum for the 2047
notes and on the floating rate notes at a floating rate equal to the three-month U.S. dollar London Interbank Offered Rate ("LIBOR"), reset quarterly, plus 1.625% per annum. For the fixed rate notes, interest will
be payable semi-annually in arrear on January 10 and July 10 in each year, commencing on July 10, 2017 and for the floating rate notes, interest will be payable quarterly in arrear, on January 10, April 10, July 10
and October 10 in each year, commencing on April 10, 2017.
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations and will at all times rank pari passu among themselves. In the event of a winding-up or administration of the Issuer, the
notes will rank pari passu with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations as are preferred by operation of law.
We may, at our option, redeem (i) the 2023 notes, the 2028 notes and/or the 2047 notes pursuant to the relevant Make-Whole Redemption, at any time on or after July 10, 2017 but except for January 10, 2022 and
January 8, 2027 for the 2023 notes and 2028 notes, respectively, and/or (ii) the 2023 notes, the 2028 notes and/or the floating rate notes pursuant to the relevant Par Redemption, on January 10, 2022, for the 2023
notes and the floating rate notes and January 8, 2027 for the 2028 notes, on the terms and subject to the provisions set forth in this prospectus supplement under "Description of Senior Notes--Optional
Redemption." We may also, at our option, redeem the notes, upon the occurrence of certain tax events on the terms described in this prospectus supplement under "Description of Senior Notes--Tax Redemption ."
Any redemption or repurchase of the notes is subject to the provisions described under "Description of Senior Notes--Condition to Redemption and Repurchase ."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbols "BCS23A" for the 2023 notes, "BCS28" for the 2028 notes, "BCS47" for the 2047 notes and "BCS23" for the
floating rate notes.
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 (as defined herein) by the relevant U.K. resolution authority (as defined herein) that may result in (i) the reduction or cancellation of
all, or a portion, of the principal amount of, or interest on, the notes; (ii) the conversion of all, or a portion, of the principal amount of, or interest on, the notes into shares or other securities or other
obligations of the Issuer 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 due on the notes, or the dates on which interest becomes 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 these purposes, a "U.K. Bail-in Power" is any write-down, conversion, transfer, modification and/or suspension power existing from time to time under any laws, regulations, rules or requirements
relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and applicable in the United Kingdom to the
Issuer or other members of the Group (as defined herein), including but not limited to any such laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of
any applicable European Union directive or regulation of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment
firms, and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as the same has been or may be amended from time to time (whether pursuant to the U.K. Financial
Services (Banking Reform) Act 2013 (the "Banking Reform Act 2013"), secondary legislation or otherwise, the "Banking Act"), pursuant to which obligations of a bank, banking group company,
credit institution or investment firm or any of its affiliates can be reduced, cancelled, amended, transferred and/or converted into shares or other securities or obligations of the obligor or any other
person (and a reference to the "relevant U.K. resolution authority" is to any authority with the ability to exercise a U.K. Bail-in Power).
By its acquisition of the notes, each holder of the notes, to the extent permitted by the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), also waives any and all claims against
the Trustee (as defined herein) for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall 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 such notes.
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Investing in the notes involves risks. We encourage you to read and carefully consider this document in its entirety, in particular the risk factors beginning on page S -16 of this prospectus supplement and
risk factors in "Risk Review" on pages 86-93 of our Annual Report on Form 20-F for the year ended December 31, 2015 and the description of the risks relating to an exit of the United Kingdom from the
European Union set out in the section entitled "Risk management and principal risks" on page 30 of the July 29 6-K (as defined below), which are incorporated by reference herein, and the other
information included and incorporated by reference in this prospectus supplement and the accompanying prospectus, for a discussion of the factors you should carefully consider before deciding to invest in
the notes.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the notes or determined that this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal offense.
The notes are not deposit liabilities of Barclays PLC or Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance
Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.

Proceeds, before
Underwriting
expenses, to

Price to Public(1)

Compensation

Barclays PLC
Per 2023 note

100%

0.325%

99.675%
Total

$1,500,000,000
$ 4,875,000
$1,495,125,000
Per 2028 note

100%

0.450%

99.550%
Total

$1,250,000,000
$ 5,625,000
$1,244,375,000
Per 2047 note

99.907%

0.875%

99.032%
Total

$1,498,605,000
$13,125,000
$1,485,480,000
Per floating rate note

100%

0.325%

99.675%
Total

$ 750,000,000
$ 2,437,500
$ 747,562,500

(1)
Plus accrued interest, if any, from and including January 10, 2017.
Table of Contents
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC"), on or about January 10, 2017. Beneficial interests in the notes
will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear
Bank S.A./N.V. ("Euroclear").
Global Coordinator
Barclays

BNY Mellon
CastleOak
Academy
BB&T Capital
BMO Capital
Capital
Capital One
Securities,
Securities, Inc. ANZ Securities
Markets

BBVA

Markets
BNP PARIBAS
Markets, LLC
Securities

L.P.
Commonwealth
Lebenthal
CIBC Capital
Bank of
Drexel
Great Pacific
Capital
Markets

Australia

Credit Suisse

Hamilton

Securities

ING
Markets
Mischler
Regions
Loop Capital
Financial
Mizuho
Multi-Bank
PNC Capital
Ramirez & Co.,
RBC Capital
Securities
Markets

Group, Inc.

Securities

Securities, Inc
Markets LLC
Inc.

Markets

LLC
Scotiabank
Standard
SunTrust
Telsey
The Williams
Wells
Chartered
Robinson
Advisory
Capital Group,
Fargo
SEB

SMBC Nikko

Bank

Humphrey

TD Securities
Group

L.P.

US Bancorp Securities

Prospectus Supplement dated January 3, 2017
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page
Forward-Looking Statements
S-1
Incorporation of Documents by Reference
S-3
Certain Definitions
S-3
Summary
S-5
Risk Factors
S-16
Use of Proceeds
S-22
Description of Senior Notes
S-23
U.S. Federal Income Tax Considerations
S-33
United Kingdom Tax Considerations
S-34
Other Tax Considerations
S-38
Underwriting
S-39
Validity of Notes
S-44
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PROSPECTUS

Forward-Looking Statements
1
Incorporation of Certain Documents by Reference
2
The Barclays Group
2
Use of Proceeds
3
Description of Debt Securities
4
Description of Contingent Convertible Securities
19
Description of Ordinary Shares
30
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities
32
Clearance and Settlement
35
Tax Considerations
40
Plan of Distribution
57
Service of Process and Enforcement of Liabilities
61
Where You Can Find More Information
61
Further Information
61
Validity of Securities
61
Experts
62
Expenses of Issuance and Distribution
63
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain certain forward-looking statements within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the U.S. Securities
Act of 1933, as amended (the "Securities Act"), with respect to the Group (as defined below). We caution readers that no forward-looking
statement is a guarantee of future performance and that actual results or other financial condition or performance measures could differ materially
from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only
to historical or current facts. Forward-looking statements sometimes use words such as "may," "will," "seek," "continue," "aim," "anticipate,"
"target," "projected," "expect," "estimate," "intend," "plan," "goal," "believe," "achieve" or other words of similar meaning. Examples of
forward-looking statements include, among others, statements or guidance regarding our future financial position, income growth, assets,
impairment charges, provisions, notable items, business strategy, capital, leverage and other regulatory ratios, payment of dividends (including
dividend pay-out ratios and expected payment strategies), projected levels of growth in the banking and financial markets, projected costs or
savings, original and revised commitments and targets in connection with the strategic cost programme and the strategy update (the "Group
Strategy Update") described in our Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 1,
2016 (Film No. 161472066) (the "March 1 6-K"), run-down of assets and businesses within Barclays Non-Core (as such unit is described in our
Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on March 1, 2016 (the "2015 Form 20-F")), sell
down of the Group's interest in Barclays Africa Group Limited, estimates of capital expenditures and plans and objectives for future operations,
projected employee numbers and other statements that are not historical fact.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. These may
be affected by changes in legislation, the development of standards and interpretations under International Financial Reporting Standards ("IFRS"),
evolving practices with regard to the interpretation and application of accounting and regulatory standards, the outcome of current and future legal
proceedings and regulatory investigations, future levels of conduct provisions, future levels of notable items, the policies and actions of
governmental and regulatory authorities, geopolitical risks and the impact of competition. In addition, factors including (but not limited to) the
following may have an effect: capital, leverage and other regulatory rules (including with regard to the future structure of the Group) applicable to
past, current and future periods; U.K., United States, Africa, Eurozone and global macroeconomic and business conditions; the effects of continued
volatility in credit markets; market-related risks such as changes in interest rates and foreign exchange rates; effects of changes in valuation of
credit market exposures; changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of any entities within the
Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; the implications of the results of the
June 23, 2016 referendum in the United Kingdom and the disruption that may result in the United Kingdom and globally from the withdrawal of
the United Kingdom from the European Union; the implementation of the strategic cost programme; and the success of future acquisitions,
disposals and other strategic transactions. A number of these influences and factors are beyond our control. As a result, our actual future results,
dividend payments and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set forth in such forward-
looking statements. The list above is not exhaustive and there are other factors that may cause our actual results to differ materially from the
forward-looking statements contained in this prospectus supplement and the documents incorporated by reference herein. You are also advised to
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read carefully the risk factors set out in the section entitled "Risk Factors" in this prospectus supplement and in our filings with the SEC including
in the 2015 Form 20-F and the July 29 6-K (as defined below), which are available on the SEC's website at http://www.sec.gov for a discussion of
certain factors that should be considered when deciding what action to take in relation to the notes.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of the date they are made
and it should not be assumed that they have been revised or updated in the light

S-1
Table of Contents
of new information or future events. Except as required by the Prudential Regulation Authority, the Financial Conduct Authority (the "FCA"),
London Stock Exchange plc, the SEC or applicable U.S. or other law, we expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement contained in this prospectus supplement or the documents incorporated by reference herein
to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is
based. The reader should, however, consult any additional disclosures that we have made or may make in documents we have filed or may file
with the SEC.

S-2
Table of Contents
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-195645) we have filed with the SEC under the
Securities Act. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and
regulations. You should review the information in and exhibits to the registration statement for further information on us and the notes. Statements
in this prospectus supplement concerning any document we have filed or will file as an exhibit to the registration statement or that we have
otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to these filings. You should
review the complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means that we can disclose important
information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus
supplement is an important part of this prospectus supplement. For information on the documents we incorporate by reference in this prospectus
supplement and the accompanying prospectus, we refer you to "Incorporation of Certain Documents by Reference" on page 2 of the accompanying
prospectus. In particular, we refer you to the 2015 Form 20-F for a discussion of our audited results of operations and financial condition as of, and
for the year ended, December 31, 2015, the March 1 6-K and our Current Reports on Form 6-K filed on April 15, 2016 (Film No. 161573112),
April 27, 2016 (Film No. 161594235), July 29, 2016 (Film No. 161793151) (the "July 29 6-K"), October 27, 2016 (Film No. 161954896) (the
"October 27 6-K") and December 23, 2016 (Film No. 162068109), which are incorporated by reference into this prospectus supplement.
In addition to the documents listed in the accompanying prospectus and the documents incorporated by reference since the date of the
accompanying prospectus, we incorporate by reference in this prospectus supplement and the accompanying prospectus any future documents we
may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of this prospectus supplement until the offering
contemplated in this prospectus supplement is completed. Reports on Form 6-K we may furnish to the SEC after the date of this prospectus
supplement (or portions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly states that
it is (or such portions are) incorporated by reference in this prospectus supplement.
We will provide to you, upon your written or oral request, without charge, a copy of any or all of the documents referred to above or in the
accompanying prospectus which we have incorporated in this prospectus supplement by reference. You should direct your requests to Barclays
Treasury, Barclays PLC, 1 Churchill Place, London E14 5HP, United Kingdom (telephone: 011-44-20-7116-1000).
CERTAIN DEFINITIONS
For purposes of this prospectus supplement:

·
"we," "us," "our," "Barclays" and the "Issuer" refer to Barclays PLC (or any successor entity), unless the context requires otherwise;

·
"Barclays Bank" refers to Barclays Bank PLC (or any successor entity);
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·
"Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries;

·
"PRA" shall mean the Prudential Regulation Authority of the United Kingdom or such other governmental authority in the United

Kingdom (or if Barclays PLC becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having
primary responsibility for the prudential supervision of Barclays PLC;

·
"Capital Regulations" means, at any time, the laws, regulations, requirements, standards, guidelines and policies relating to capital

adequacy and/or minimum requirement for own funds and eligible

S-3
Table of Contents
liabilities and/or loss absorbing capacity of credit institutions of either (i) the PRA and/or (ii) any other national or European authority,

in each case then in effect in the United Kingdom (or in such other jurisdiction in which we may be organized or domiciled) and
applicable to the Group including, as at the date hereof, CRD IV and related technical standards;

·
"CRD IV" consists of Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of credit

institutions and investment firms, as the same may be amended or replaced from time to time and the CRD IV Regulation;

·
"CRD IV Regulation" means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms of

the European Parliament and of the Council of June 26, 2013, as the same may be amended or replaced from time to time; and

·
"US$," "$" and "U.S. dollars" shall refer to the lawful currency for the time being of the United States; and

·
"Moody's" refers to Moody's Investors Service Ltd., "Standard & Poor's" refers to Standard & Poor's Credit Market Services Europe

Limited, and "Fitch" refers to Fitch Ratings Limited.

S-4
Table of Contents
SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in conjunction with, the
remainder of this prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein. You should
base your investment decision on a consideration of this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference therein, as a whole. Words and expressions defined in "Description of Senior Notes" below shall have the same
meanings in this summary.
General

The Issuer
Barclays PLC

Barclays PLC is the ultimate holding company of the Group which is a transatlantic
consumer, corporate and investment bank offering products and services across
personal, corporate and investment banking, credit cards and wealth management, with
a strong presence in our two home markets of the United Kingdom and the United
States. Following the Group Strategy Update, the Group will be focused on two core
divisions Barclays UK and Barclays International. Barclays UK comprises the U.K.

retail banking operations, U.K. consumer credit card business, U.K. wealth management
business and corporate banking for smaller businesses. Barclays International comprises
the corporate banking franchise, the Investment Bank, the U.S. and international cards
business and international wealth management. Assets which do not fit the Group's
strategic objective will continue to be managed in Barclays Non-Core and designated
for exit or run-down over time.
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The Securities We Are Offering
We are offering $1,500,000,000 aggregate principal amount of 3.684% Fixed Rate
Senior Notes due 2023, $1,250,000,000 aggregate principal amount of 4.337% Fixed
Rate Senior Notes due 2028, $1,500,000,000 aggregate principal amount of 4.950%
Fixed Rate Senior Notes due 2047 and $750,000,000 aggregate principal amount of
Floating Rate Senior Notes due 2023

Issue Date
January 10, 2017

Maturity Date
We will repay each series of notes at 100% of their principal amount plus accrued
interest on the "Maturity Date" set forth in the table below:

Title

Maturity Date

2023 notes

January 10, 2023
2028 notes

January 10, 2028
2047 notes

January 10, 2047
Floating rate notes

January 10, 2023

S-5
Table of Contents
Terms Specific to the Fixed Rate Notes:

Fixed Interest Rate
Each of the fixed rate notes will bear interest at the rate per annum set forth in the table
below.

Title

Fixed Interest Rate
2023 notes

3.684%
2028 notes

4.337%
2047 notes

4.950%

Fixed Rate Interest Payment Dates
Every January 10 and July 10 in each year, commencing on July 10, 2017 and ending on
the Maturity Date for such fixed rate notes; provided that if any Fixed Rate Interest
Payment Date would fall on a day that is not a Business Day (as defined below), the
Fixed Rate Interest Payment Date will be postponed to the next succeeding Business
Day, but interest on that payment will not accrue during the period from and after the
scheduled Fixed Rate Interest Payment Date.

Regular Record Dates
The Business Day immediately preceding each Fixed Rate Interest Payment Date (or, if
the fixed rate notes are held in definitive form, the 15th Business Day preceding each
Fixed Rate Interest Payment Date).

Day Count
30/360, Following, Unadjusted
Terms Specific to the Floating Rate Notes:

Floating Interest Rate
The Floating Interest Rate for the first Interest Period will be equal to LIBOR, as
determined on January 6, 2017, plus 1.625% per annum. Thereafter, the Floating Interest
Rate for any Interest Period will be LIBOR, as determined on the applicable Interest
Determination Date, plus 1.625% per annum. The Floating Interest Rate will be reset
quarterly on each Interest Reset Date.
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Floating Rate Interest Payment Dates
Every January 10, April 10, July 10 and October 10 in each year, commencing on April
10, 2017 and ending on the Maturity Date for the floating rate notes. If any Floating
Rate Interest Payment Date, other than the Maturity Date for the floating rate notes,
would fall on a day that is not a Business Day, the Floating Rate Interest Payment Date
will be postponed to the next succeeding Business Day, except that if that Business Day
falls in the next succeeding calendar month, the Floating Rate Interest Payment Date
will be the immediately preceding Business Day.

Interest Reset Dates
Every January 10, April 10, July 10 and October 10 in each year, commencing on April
10, 2017; provided that the Floating Interest Rate in effect from (and including) January
10, 2017 to (but excluding) the first Interest Reset Date will be the initial Floating
Interest Rate. 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.

S-6
Table of Contents
Interest Periods
The period beginning on, and including, a Floating Rate Interest Payment Date and
ending on, but not including, the next succeeding Floating Rate Interest Payment Date;
provided that the first Interest Period will begin on and include January 10, 2017 and
will end on, but not include April 10, 2017.

Interest Determination Dates
The Interest Determination Date for the first Interest Period will be the second London
banking day preceding the Issue Date (which is January 6, 2017) and the Interest
Determination Date for each succeeding Interest Period will be on the second London
banking day preceding the applicable Interest Reset Date. "London banking day" means
any day on which dealings in U.S. dollars are transacted in the London interbank
market.

Regular Record Dates
The Business Day immediately preceding each Floating Rate Interest Payment Date (or,
if the floating rate notes are held in definitive form, the 15th Business Day preceding
each Floating Rate Interest Payment Date).

Day Count
Actual/360, Modified Following, Adjusted

Calculation Agent
The Bank of New York Mellon, acting through its London branch, or its successor
appointed by the Issuer.

Calculation of U.S. Dollar LIBOR
LIBOR will be determined by the Calculation Agent in accordance with the following
provisions:

(1)
With respect to any Interest Determination Date, LIBOR will be the rate
(expressed as a percentage per annum) for deposits in U.S. dollars having a
maturity of three months commencing on the related Interest Reset Date that

appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that Interest
Determination Date. If no such rate appears, then LIBOR, in respect of that Interest
Determination Date, will be determined in accordance with the provisions
described in (2) below.

(2)
With respect to an Interest Determination Date on which no rate appears on
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Reuters Page LIBOR01, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank market
(which may include affiliates of the underwriters), as selected and identified by the
Issuer, to provide its offered quotation (expressed as a percentage per annum) for

deposits in U.S. dollars for the period of three months, commencing on the related
Interest Reset Date, to prime banks in the London interbank market at
approximately 11:00 a.m., London time, on that Interest Determination Date and in
a principal amount that is representative for a single transaction in U.S. dollars in
that market at that time. If at least two quotations are provided, then LIBOR on
that Interest Determination Date will be the arithmetic mean of those

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quotations. If fewer than two quotations are provided, then LIBOR on the Interest
Determination Date will be the arithmetic mean of the rates quoted at
approximately 11:00 a.m., in the City of New York, on the Interest Determination
Date by three major banks in The City of New York (which may include affiliates
of the underwriters) selected and identified by the Issuer for loans in U.S. dollars
to leading European banks, for a period of three months, commencing on the

related Interest Reset Date, and in a principal amount that is representative for a
single transaction in U.S. dollars in that market at that time. If at least two such
rates are so provided, LIBOR on the Interest Determination Date will be the
arithmetic mean of such rates. If fewer than two such rates are so provided, LIBOR
on the Interest Determination Date will be LIBOR in effect with respect to the
immediately preceding Interest Determination Date.

"Reuters Page LIBOR01" means the display that appears on Reuters Page LIBOR01 or

any page as may replace such page on such service (or any successor service) for the
purpose of displaying London interbank offered rates of major banks for U.S. dollars.
The following terms apply to both the fixed rate notes and the floating rate notes:

Payment of Principal
If the Maturity Date or the date of redemption or repayment would fall on a day that is
not a Business Day, the payment of interest and principal and/or any amount payable
upon redemption of the relevant notes will be made on the next succeeding Business
Day, but interest on that payment will not accrue during the period from and after such
Maturity Date or date of redemption or repayment.

Ranking
The notes will constitute our direct, unconditional, unsecured and unsubordinated
obligations and will at all times rank pari passu among themselves. In the event of a
winding-up or administration of the Issuer, the notes will rank pari passu with all our
other outstanding unsecured and unsubordinated obligations, present and future, except
such obligations as are preferred by operation of law.

In addition, see "Risk Factors--The Issuer is a holding company, which means that the
Issuer's right to participate in the assets of any of its subsidiaries (including those of
Barclays Bank) upon the liquidation of such subsidiaries, and the extent to which the
Issuer suffers losses if it or any of its subsidiaries (including Barclays Bank) are subject
to bank resolution proceedings, may depend, amongst other things, upon the degree to
which the Issuer's loans to and investments in such subsidiaries are subordinated."

No Set-off
Subject to applicable law, no holder of notes may exercise, claim or plead any right of
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set-off, compensation or retention in respect of any amount owed to it by the Issuer
arising under, or in connection with, the notes and each holder of notes shall, by virtue
of its holding of

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any notes, be deemed to have waived all such rights of set-off, compensation or
retention. Notwithstanding the above, if any amounts due and payable to any holder of
the notes by the Issuer in respect of, or arising under, the notes are discharged by set-off,
such holder shall, subject to applicable law, immediately pay an amount equal to the
amount of such discharge to the Issuer (or, in the event of its winding-up or

administration, the liquidator or administrator of the Issuer, as the case may be) and,
until such time as payment is made, shall hold an amount equal to such amount in trust
for the Issuer (or the liquidator or administrator of the Issuer, as the case may be) and,
accordingly, any such discharge shall be deemed not to have taken place. By its
acquisition of the notes of any series, each holder agrees to be bound by these provisions
relating to waiver of set-off.

Optional Redemption
Subject to the provisions described under "--Notice of Redemption" and "--Condition
to Redemption and Repurchase" below, we may redeem, at our option, (A) the 2023
notes, the 2028 notes and/or the 2047 notes at any time outstanding, in whole or, from
time to time, in part, at any time on or after July 10, 2017, (or, if any additional notes of
such series are issued after January 10, 2017, beginning six months after the last issue
date for the additional notes of such series) except for January 10, 2022 and January 8,
2027 for the 2023 notes and 2028 notes, respectively, at an amount equal to the higher
of (i) 100% of the principal amount of the notes to be redeemed and (ii) as determined
by the Determination Agent, the sum of the present values of the remaining scheduled
payments of principal and interest on the notes to be redeemed (not including accrued
and unpaid interest, if any, on the principal amount of the notes) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 30 basis points, together with, in either case of
(i) or (ii) above, accrued and unpaid interest, if any, on the principal amount of the notes
to be redeemed to (but excluding) the redemption date (the "Make-Whole Redemption")
and/or (B) the 2023 notes, the 2028 notes and/or the floating rate notes then outstanding,
in whole but not in part, on January 10, 2022, for the 2023 notes and the floating rate
notes and January 8, 2027, for the 2028 notes, at an amount equal to 100% of their
principal amount together with, accrued and unpaid interest, if any, on the principal
amount of the notes to be redeemed to (but excluding) the respective redemption date
(the "Par Redemption").

"Treasury Rate" means, with respect to any redemption date, the rate per annum equal
to: (1) the yield, under the heading which represents the average for the week
immediately prior to the calculation date, appearing in the most recently published
statistical release designated "H.15", or any successor publication that is published by

the Board of Governors of the Federal Reserve System that establishes yields on actively
traded U.S. Treasury securities adjusted to constant maturity, under the caption
"Treasury Constant Maturities", for the maturity most closely corresponding to the
stated maturity of the notes being

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redeemed (if no maturity is within three months before or after the stated Maturity Date
of the notes to be redeemed, yields for the two published maturities most closely
corresponding to the Comparable Treasury Issue shall be determined and the Treasury
Rate shall be interpolated or extrapolated from such yields on a straight-line basis,
rounding to the nearest month); or (2) if such release (or any successor release) is not
published during the week immediately prior to the calculation date or does not contain

such yields, the rate per annum equal to the semi-annual equivalent yield to maturity of
the Comparable Treasury Issue, calculated using a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date; provided that, if the period from the
redemption date to the Maturity Date is less than one year, the weekly average yield on
actually traded U.S. Treasury securities adjusted to a constant maturity of one year will
be used.

The Treasury Rate shall be calculated by the Determination Agent (as defined below) on

the third Business Day preceding the redemption date.

In determining the Treasury Rate, the below terms will have the following meaning:

"Comparable Treasury Issue" means, with respect to any redemption date, the U.S.
Treasury security selected by the Determination Agent as having an actual or
interpolated maturity comparable with the remaining term of the relevant notes, that

would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate debt securities denominated in U.S. dollars
and of comparable maturity to the remaining term of the relevant notes.

"Comparable Treasury Price" means, with respect to any redemption date, (i) the
arithmetic average of the Reference Treasury Dealer Quotations for such redemption
date (calculated on the third Business Day preceding such redemption date), after
excluding the highest and lowest such Reference Treasury Dealer Quotations, or (ii) if

fewer than five such Reference Treasury Dealer Quotations are received, the arithmetic
average of all such quotations, or (iii) if fewer than two such Reference Treasury Dealer
Quotations are received, then such Reference Treasury Dealer Quotation as quoted in
writing to the Determination Agent by a Reference Treasury Dealer.

"Determination Agent" means an investment bank or financial institution of

international standing selected by the Issuer and which may be an affiliate of the Issuer.

"Reference Treasury Dealer" means each of up to five banks selected by the Issuer

(following, where practicable, consultation with the Determination Agent, if applicable),
or the affiliates of such banks,

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which are (i) primary U.S. government securities dealers, and their respective

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