Obligation Barclay PLC 0% ( US06741VMY55 ) en USD

Barclay PLC

100 % ▼

Royaume-Uni

US06741VMY55 ( en USD )

31/03/2022 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06741VMY55 en USD 0%, échue

1 000 USD

536 000 USD

06741VMY5

N/A

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.

Barclays PLC, une institution financière britannique de premier plan ayant son siège au Royaume-Uni, avait émis une obligation libellée en dollars américains (USD) identifiable par le code ISIN US06741VMY55 et le code CUSIP 06741VMY5, présentant une taille totale d'émission de 536 000 USD et un montant minimal d'achat de 1 000 USD, dont la particularité résidait dans son taux d'intérêt de 0%, la classant comme une obligation à coupon zéro, avec une date de maturité fixée au 31 mars 2022 et une fréquence de paiement des intérêts indiquée à deux fois par an ? une caractéristique à considérer dans le contexte de son coupon nul ? laquelle, au moment de sa maturité, était négociée à 100% de son prix nominal et a été intégralement remboursée, signalant ainsi son achèvement sur le marché.

Pricing Supplement-5y SPX Buffered Digital Plus
424B2 1 d370317d424b2.htm PRICING SUPPLEMENT-5Y SPX BUFFERED DIGITAL PLUS
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered

Maximum Aggregate Offering Price

Amount of Registration Fee(1)
Global Medium-Term Notes, Series A

$536,000

$62.12

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Pricing Supplement dated March 28, 2017
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated July 18, 2016, the Prospectus Supplement dated July 18, 2016
Registration No. 333-212571
and the Index Supplement dated July 18, 2016)

$536,000

Digital Plus Notes due March 31, 2022

Linked to the Performance of S&P 500® Index

Global Medium-Term Notes, Series 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:

March 28, 2017
Issue Date:

March 31, 2017
Final Valuation Date:*

March 28, 2022
Maturity Date:*

March 31, 2022
Reference Asset:

The S&P 500® Index (Bloomberg ticker symbol "SPX <Index>") (the "Index")
Digital Percentage:

26.00%
Buffer Percentage:

15.00%
Maximum Return:

50.00%
Initial Level:

2,358.57, the Closing Level of the Index on the Initial Valuation Date
Final Level:

The Closing Level of the Index on the Final Valuation Date
Payment at Maturity:
If you hold your Notes to maturity, you will receive on the Maturity Date (in each case, subject to our
credit risk) a cash payment per $1,000 principal amount Note that you hold determined as follows:

· If the Index Return is equal to or greater than -15.00%, you will receive a payment per $1,000
principal amount Note calculated as follows, subject to the Maximum Return:

$1,000 + [$1,000 × the greater of (a) Digital Percentage and (b) Index Return]

If the Index Return is 50.00% or more, you will receive a payment at maturity of $1,500.00 per $1,000
principal amount Note that you hold.

· If the Index Return is less than -15.00%, you will receive a payment per $1,000 principal
amount Note calculated as follows:

$1,000 + [$1,000 × (Index Return + Buffer Percentage)]

If the Index Return is less than -15.00%, you will lose 1.00% of the principal amount of your Notes for
every 1.00% that the Index Return falls below -15.00%. You may lose up to 85.00% of the principal
amount of your Notes.

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.
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Pricing Supplement-5y SPX Buffered Digital Plus
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 Power:
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. See "Consent to U.K. Bail-in Power" on page PS-3 of this pricing supplement.
[Terms of the Notes Continue on the Next Page]

Initial Issue Price(1)

Price to Public

Agent's Commission(2)
Proceeds to Barclays Bank PLC
Per Note

$1,000

100%

3.25%

96.75%
Total

$536,000

$536,000

$17,387.50

$518,612.50

(1)
Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $948.60 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 PS-4
of this pricing supplement.
(2)
Barclays Capital Inc. will receive commissions from the Issuer of up to 3.25% of the principal amount of the Notes, or up to $32.50 per
$1,000 principal amount. 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 3.25%. The total agent's commission and total
proceeds to issuer shown above give effect to the actual amount of the variable Agent's commission but do not take into account the payment
by Barclays Capital Inc.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S-7 of the prospectus supplement and "Selected
Risk Considerations" beginning on page PS-8 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 Notes, Continued
Index Return:
The performance of the Index from the Initial Level to the Final Level, calculated as follows:

Final Level Initial Level

Initial Level
Closing Level:
With respect to the Index on any date, the official closing level of the Index published at the regular weekday
close of trading on that date as displayed on Bloomberg Professional® service page "SPX <Index>" or any
successor page on Bloomberg Professional® service or any successor service, as applicable, rounded to two
decimal places
Calculation Agent:
Barclays Bank PLC
CUSIP/ISIN:
06741VMY5 / US06741VMY55

* Subject to postponement in the event of a Market Disruption Event, as described under "Additional Terms of the Notes" in this pricing
supplement

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PS-2
ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES
You should read this pricing supplement together with the prospectus dated July 18, 2016, 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.
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 July 18, 2016:
https://www.sec.gov/Archives/edgar/data/312070/000119312516650074/d219304df3asr.htm

·
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 1-10257. As used in this pricing supplement, the "Company," "we," "us," or "our" refers to Barclays Bank PLC.
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.

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PS-3
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 might 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
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 PS-8 of this pricing supplement.

PS-4
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 are willing to accept the risk that your return on investment will not exceed the Maximum Return

·
You are willing to accept the risk that you may lose up to 85.00% of the principal amount of your Notes

·
You do not anticipate that Index Return will be less than -15.00%

·
You are willing to accept the risks associated with an investment linked to the performance of the Index

·
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 and you are unwilling to accept the risk that you

may lose up to 85.00% of the principal amount of your Notes
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·
You seek uncapped exposure to any positive performance of the Index

·
You anticipate that the Index Return will be less than -15.00%

·
You are unwilling or unable to accept the risks associated with an investment linked to the performance of the Index

·
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

maturity

·
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--
Indices--Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset" and "Terms of the Notes--Payment
Dates" in the accompanying prospectus supplement.
In additions, the Index 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-5
HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY
The following table illustrates the hypothetical total return at maturity on the Notes under various circumstances. The "total return" as used in this
pricing supplement 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 hypothetical total returns set forth below are 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 Level: 100.00*

·
Buffer Percentage: 15.00%

·
Digital Percentage: 26.00%

·
Maximum Return: 50.00%

* The hypothetical Initial Level of 100.00 has been chosen for illustrative purposes only. The Initial Level is as set forth on the cover of this
pricing supplement.

Final Level

Index Return

Payment at Maturity**

Total Return on Notes
170.00

70.00%

$1,500.00

50.00%
160.00

60.00%

$1,500.00

50.00%
150.00

50.00%

$1,500.00

50.00%
140.00

40.00%

$1,400.00

40.00%
130.00

30.00%

$1,300.00

30.00%
126.00

26.00%

$1,260.00

26.00%
120.00

20.00%

$1,260.00

26.00%
110.00

10.00%

$1,260.00

26.00%
100.00

0.00%

$1,260.00

26.00%
90.00

-10.00%

$1,260.00

26.00%
85.00

-15.00%

$1,260.00

26.00%
80.00

-20.00%

$950.00

-5.00%
70.00

-30.00%

$850.00

-15.00%
60.00

-40.00%

$750.00

-25.00%
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50.00

-50.00%

$650.00

-35.00%
40.00

-60.00%

$550.00

-45.00%
30.00

-70.00%

$450.00

-55.00%
20.00

-80.00%

$350.00

-65.00%
10.00

-90.00%

$250.00

-75.00%
0.00

-100.00%

$150.00

-85.00%

**
Per $1,000 principal amount Note
The following examples illustrate how the total returns set forth in the table above are calculated:
Example 1: The level of the Index increases from an Initial Level of 100.00 to a Final Level of 110.00.
Because the Index Return is greater than -15.00% and less than the Digital Percentage, you will receive a payment at maturity of $1,260.00 per
$1,000 principal amount Note that you hold, calculated as follows:
$1,000 + [$1,000 × greater of (a) Digital Percentage and (b) Index Return]
$1,000 + [$1,000 × 26.00%] = $1,260.00
The total return on investment of the Notes is 26.00%.
Example 2: The level of the Index increases from an Initial Level of 100.00 to a Final Level of 140.00.
Because the Index Return is greater than the Digital Percentage and less than the Maximum Return, you will receive a payment at maturity of
$1,400.00 per $1,000 principal amount Note that you hold, calculated as follows:
$1,000 + [$1,000 × greater of (a) Digital Percentage and (b) Index Return]
$1,000 + [$1,000 × 40.00%] = $1,400.00
The total return on investment of the Notes is 40.00%.
Example 3: The level of the Index decreases from an Initial Level of 100.00 to a Final Level of 90.00.
Because the Index Return is greater than -15.00% and less than the Digital Percentage, you will receive a payment at maturity of $1,260.00 per
$1,000 principal amount Note that you hold, calculated as follows:
$1,000 + [$1,000 × greater of (a) Digital Percentage and (b) Index Return]
$1,000 + [$1,000 × 26.00%] = $1,260.00
The total return on investment of the Notes is 26.00%.

PS-6
Example 4: The level of the Index decreases from an Initial Level of 100.00 to a Final Level of 60.00.
Because the Index Return is less than -15.00%, you will receive a payment at maturity of $750.00 per $1,000 principal amount Note that you hold,
calculated as follows:
$1,000 + [$1,000 × (Index Return + Buffer Percentage)]
$1,000 + [$1,000 × (-40.00% + 15.00%)] = $750.00
The total return on investment of the Notes is -25.00%.
Example 5: The level of the Index increases from an Initial Level of 100.00 to a Final Level of 170.00.
Because the Index Return is greater than the Maximum Return, you will receive a payment at maturity of $1,500.00 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 50.00%.

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PS-7
SELECTED RISK CONSIDERATIONS
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Index or its 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:

·
Your Investment in the Notes May Result in a Significant Loss--The Notes do not guarantee any return of principal. The Notes provide
for limited protection (subject to our credit risk) at maturity and only to the extent afforded by the Buffer Percentage. If the Index Return is
negative, the payment at maturity of the Notes will depend on whether and the extent to which the Index Return is less than 15.00%. If the
Index Return is less than 15.00%, you will lose 1.00% of the principal amount of your Notes for every 1.00% that the Index Return falls
below 15.00%. You may lose up to 85.00% of the principal amount of your Notes.

·
Potential Return Limited to the Maximum Return--If the Index Return is positive, 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 $1,500.00 per $1,000 principal amount Note that you hold. You will not benefit
from any appreciation of the Index beyond the Maximum Return, which may be significant.

·
The Payment at Maturity of Your Notes is Not Based on the Level of the Index at Any Time Other than the Closing Level on the
Final Valuation Date--The Final Level and the Index Return will be based solely on the Closing Level of the Index on the Final Valuation
Date. Therefore, if the level of the Index drops precipitously on the Final Valuation Date, the payment at maturity that you will receive for
your Notes may be significantly less than it would otherwise have been had such payment been linked to the level of the Index 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. 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.

·
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.

·
No Interest or Dividend Payments or Voting Rights--As a holder of the Notes, you will not receive interest payments, and you will not
have voting rights or rights to receive cash dividends or other distributions or other rights that holders of securities underlying the Index
would have.

·
Historical Performance of the Index Should Not Be Taken as Any Indication of the Future Performance of the Index Over the Term
of the Notes--The level of the Index has fluctuated in the past and may, in the future, experience significant fluctuations. The historical
performance of the Index is not an indication of the future performance of the Index over the term of the Notes. Therefore, the performance of
the Index over the term of the Notes may bear no relation or resemblance to the historical performance of the Index.

·
The Estimated Value of Your Notes is Lower Than the Initial Issue Price of Your Notes--The estimated value of your Notes on the
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Pricing Supplement-5y SPX Buffered Digital Plus
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.

PS-8
·
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.

·
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 Maybe 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)
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.
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 Index or its 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.
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Pricing Supplement-5y SPX Buffered Digital Plus
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 Index 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 Index 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.

PS-9
·
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.

·
Taxes--The U.S. federal income tax treatment of the Notes is uncertain and the Internal Revenue Service could assert that the Notes should
be taxed in a manner that is different than described below. As discussed further in the accompanying prospectus supplement, the Internal
Revenue Service issued a notice in 2007 indicating that it and the Treasury Department are actively considering whether, among other issues,
you should be required to accrue interest over the term of an instrument such as the Notes and whether all or part of the gain you may
recognize upon the sale or maturity of an instrument such as the Notes should be treated as ordinary income. Similarly, the Internal Revenue
Service and the Treasury Department have current projects open with regard to the tax treatment of pre-paid forward contracts and contingent
notional principal contracts. While it is impossible to anticipate how any ultimate guidance would affect the tax treatment of instruments such
as the Notes (and while any such guidance may be issued on a prospective basis only), such guidance could be applied retroactively and could
in any case require you to accrue income over the term of an instrument such as the Notes even though you will not receive any payments
with respect to the Notes until maturity. The outcome of this process is uncertain. You should consult your tax advisor as to the possible
alternative treatments in respect of the Notes.

· 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:

·
the level of the Index and the market price of the Index components;

·
expected volatility of the Index and the Index components;

·
the time to maturity of the Notes;

·
the dividend rate on the Index components;

·
interest and yield rates in the market generally;

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

·
supply and demand for the Notes; and

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

PS-10
INFORMATION REGARDING THE INDEX
The Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information
about the Index, the index sponsor and license agreement between the index sponsor and the Issuer, please see "Indices--The S&P U.S. Indices"
beginning on page IS-48 of the accompanying index supplement.
Historical Performance of the Index
The table below shows the high, low and final Closing Level of the Index for each of the periods noted below. The graph below graph sets forth the
historical performance of the Index based on daily Closing Levels from January 1, 2012 through March 28, 2017. We obtained the Closing Levels
listed in the table below and shown in the graph below from Bloomberg, L.P. We have not independently verified the accuracy or completeness of
the information obtained from Bloomberg, L.P.

Quarterly
Quarterly
Quarterly
Period/Quarter Ended

High

Low

Close

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Pricing Supplement-5y SPX Buffered Digital Plus
March 31, 2012
1,416.51 1,277.06 1,408.47
June 30, 2012
1,419.04 1,278.04 1,362.16
September 30, 2012
1,465.77 1,334.76 1,440.67
December 31, 2012
1,461.40 1,353.33 1,426.19
March 31, 2013
1,569.19 1,457.15 1,569.19
June 30, 2013
1,669.16 1,541.61 1,606.28
September 30, 2013
1,725.52 1,614.08 1,681.55
December 31, 2013
1,848.36 1,655.45 1,848.36
March 31, 2014
1,878.04 1,741.89 1,872.34
June 30, 2014
1,962.87 1,815.69 1,960.23
September 30, 2014
2,011.36 1,909.57 1,972.29
December 31, 2014
2,090.57 1,862.49 2,058.90
March 31, 2015
2,117.39 1,992.67 2,067.89
June 30, 2015
2,130.82 2,057.64 2,063.11
September 30, 2015
2,128.28 1,867.61 1,920.03
December 31, 2015
2,109.79 1,923.82 2,043.94
March 31, 2016
2,063.95 1,829.08 2,059.74
June 30, 2016
2,119.12 2,000.54 2,098.86
September 30, 2016
2,190.15 2,088.55 2,168.27
December 31, 2016
2,271.72 2,085.18 2,238.83
March 28, 2017*
2,953.96 2,257.83 2,358.57

* For the period beginning on January 1, 2017 and ending on March 28, 2017
Historical Performance of the S&P 500® Index

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

PS-11
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The material tax consequences of your investment in the Notes are summarized below. The discussion below supplements the discussion under
"Material U.S. Federal Income Tax Consequences" in the accompanying prospectus supplement. Except as noted under "Non-U.S. Holders"
below, this section applies to you only if you are a U.S. holder (as defined in the accompanying prospectus supplement) and you hold your Notes
as capital assets for tax purposes and does not apply to you if you are a member of a class of holders subject to special rules or are otherwise
excluded from the discussion in the prospectus supplement (for example, if you did not purchase your Notes in the initial issuance of the Notes).
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Document Outline

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