Bond Barclay PLC 3.65% ( US06738EAE59 ) in USD

Issuer Barclay PLC
Market price 99.863 %  ▲ 
Country  United Kingdom
ISIN code  US06738EAE59 ( in USD )
Interest rate 3.65% per year ( payment 2 times a year)
Maturity 15/03/2025 - Bond has expired



Prospectus brochure of the bond Barclays PLC US06738EAE59 in USD 3.65%, expired


Minimal amount 200 000 USD
Total amount 2 000 000 000 USD
Cusip 06738EAE5
Standard & Poor's ( S&P ) rating BBB+ ( Lower medium grade - Investment-grade )
Moody's rating Baa1 ( Lower medium grade - Investment-grade )
Detailed description 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.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAE59, pays a coupon of 3.65% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/03/2025

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAE59, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAE59, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







424B2
424B2 1 d886022d424b2.htm 424B2
Table of Contents
CALCULATION OF REGISTRATION FEE


Maximum
Amount of
Title of Each Class of
Aggregate
Registration
Securities Offered

Offering Price
Fee (1)
$1,000,000,000 2.00% Fixed Rate Senior Notes due 2018

$1,000,000,000
$116,200
$2,000,000,000 3.65% Fixed Rate Senior Notes due 2025

$2,000,000,000
$232,400



(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$1,000,000,000 2.00% Fixed Rate Senior Notes due 2018
US$2,000,000,000 3.65% Fixed Rate Senior Notes due 2025
Barclays PLC


We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,000,000,000 aggregate principal amount of 2.00% Fixed Rate Senior Notes due 2018 (the "2018 notes") and $2,000,000,000 aggregate principal
amount of 3.65% Fixed Rate Senior Notes due 2025 (the "2025 notes" and, together with the 2018 notes, the "notes").
From (and including) the date of issuance, interest will accrue on the notes at a rate of 2.00% per annum for the 2018 notes and at a rate of 3.65% for the 2025 notes. Interest will be payable semi-annually in arrear
on March 16 and September 16 in each year, commencing on September 16, 2015.
Each of the 2018 notes and the 2015 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 the 2018 notes and/or the 2025 notes, each in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon the occurrence of certain tax events
described in this prospectus supplement under "Description of the Senior Notes--Tax Redemption ."
We will apply to list the 2018 notes and the 2025 notes on the New York Stock Exchange ("NYSE") under the symbols "BCS18" and "BCS25", respectively.
By its acquisition of the notes, each holder of the notes acknowledges, 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 the cancellation of all, or a portion, of the principal amount of, or interest on, the notes and/or 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, including by means of a variation to the terms of the notes, in each case, 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, so as 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 statutory write-down and/or conversion 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 the European Union
directive 2014/59/EU of the European Parliament and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms of May 15, 2014, as amended
(the "BRRD"), and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009, as amended (the "Banking Act"), or otherwise, pursuant to which obligations of a bank,
banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled 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.
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 -9 of this prospectus supplement and
risk factors in "Risk Review" on pages 84-91 of our Annual Report on Form 20-F for the year ended December 31, 2014, which is 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.

2018 Notes
2018 Notes
2018 Notes Proceeds,
2025 Notes
2025 Notes
2025 Notes Proceeds,
Price to
Underwriting
before expenses, to
Price to
Underwriting
before expenses, to


Public(1)

Compensation
Barclays PLC

Public(1)

Compensation
Barclays PLC

Per note


99.991%

0.225%

99.766%

99.685%

0.45%

99.235%
Total

$999,910,000
$
2,250,000
$
997,660,000
$1,993,700,000
$
9,000,000
$
1,984,700,000
(1) Plus accrued interest, if any, from and including March 16, 2015.
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 March 16, 2015. 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").
http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2
Global Coordinator
Barclays

Academy Securities

ANZ Securities

BMO Capital Markets

Capital One Securities
CastleOak Securities, L.P.

CIBC

Drexel Hamilton

Fifth Third Securities
Lebenthal Capital Markets
Mizuho Securities
National Bank of Abu Dhabi
PNC Capital Markets LLC
Scotiabank


P.J.S.C.


SMBC Nikko
TD Securities
The Williams Capital Group,
US Bancorp
Wells Fargo Securities


L.P.


Prospectus Supplement dated March 9, 2015
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT



Page
Forward-Looking Statements
S-1
Incorporation of Documents by Reference
S-2
Summary
S-3
Risk Factors
S-9
Use of Proceeds
S-16
Description of Senior Notes
S-17
U.S. Federal Income Tax Considerations
S-22
Underwriting
S-23
Validity of Notes
S-26
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 certain of our plans and current goals and expectations relating to our future
financial condition and performance. We caution readers that no forward-looking statement is a guarantee of future performance and that actual
http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2
results 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 regarding our future financial position, income growth,
assets, impairment charges and provisions, business strategy, capital, leverage and other regulatory ratios, payment of dividends (including
dividend pay-out ratios), projected levels of growth in the banking and financial markets, projected costs or savings, original and revised
commitments and targets in connection with the Transform Programme and the Group Strategy Update, 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, 2014, filed with the U.S.
Securities and Exchange Commission (the "SEC") on March 3, 2015 (the "2014 Form 20-F")), 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, 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 (as defined below)) 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 Barclays PLC or its subsidiaries; the
potential for one or more countries exiting the Eurozone; the impact of European Union and U.S. sanctions on Russia; the implementation of the
Transform 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, and expectations 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 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 2014 Form 20-F, which is 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 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-1
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 2014 Form 20-F, which is incorporated by reference into this prospectus supplement, for a discussion
of our audited results of operations and financial condition as of and for the year ended December 31, 2014.
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
http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2
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).
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);


· "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;


· "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-2
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, whose principal activities
are in financial services. The Group is engaged in personal banking, credit cards,
corporate and investment banking, and wealth and investment management with an
extensive international presence in Europe, the Americas, Africa and Asia.

The Securities We Are Offering
We are offering $1,000,000,000 aggregate principal amount of 2.00% Fixed Rate Senior
Notes due 2018 and $2,000,000,000 aggregate principal amount of 3.65% Fixed Rate
Senior Notes due 2025.

Issue Date
March 16, 2015
Terms specific to the 2.00% Fixed Rate Senior Notes due 2018

Maturity Date
We will repay the 2018 notes at 100% of their principal amount plus accrued interest on
March 16, 2018.

http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2
Interest Rate
The 2018 notes will bear interest at a rate of 2.00% per annum.

CUSIP
06738E AF2

ISIN
US06738EAF25

Common Code
120417495

Listing and Trading
We will apply to list the 2018 notes on the NYSE under the symbol "BCS18"
Terms specific to the 3.65% Fixed Rate Senior Notes due 2025

Maturity Date
We will repay the 2025 notes at 100% of their principal amount plus accrued interest on
March 16, 2025.

Interest Rate
The 2025 notes will bear interest at a rate of 3.65% per annum.

CUSIP
06738E AE5

ISIN
US06738EAE59


S-3
Table of Contents
Common Code
120416944

Listing and Trading
We will apply to list the 2025 notes on the NYSE under the symbol "BCS25"
The following terms apply to both the 2018 notes and the 2025 notes:

Interest Payment Dates
Every March 16 and September 16 in each year, commencing on September 16, 2015
and ending on the relevant Maturity Date; provided that if any Interest Payment Date
would fall on a day that is not a Business Day (as defined below), the 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 Interest Payment
Date. If the relevant Maturity Date would fall on a day that is not a Business Day, the
payment of interest and principal 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.

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

Day Count
30/360, Following, Unadjusted

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 its
http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2
right to participate in the assets of any of its subsidiaries (including those of Barclays
Bank) upon the liquidation of such subsidiaries may be subject to prior claims of some
of such subsidiary's creditors and preference shareholders."

Tax Redemption
We may, at our option, at any time, redeem the 2018 notes and/or the 2025 notes, each
in whole but not in part, if we determine that as a result of a change in, or amendment to,
the laws or regulations of a taxing jurisdiction, including any treaty to which the relevant
taxing jurisdiction is a party, or a change in an official application or interpretation of
those laws or regulations on or after the issue date of the notes, including a decision of
any court or tribunal which becomes effective on or after the issue date of the notes (and,
in the case of a successor entity, which becomes effective on or after the date of that
entity's assumption of our obligations):

(a)
we will or would be required to pay holders Debt Security Additional Amounts (as

defined in the accompanying prospectus);


S-4
Table of Contents
(b)
we would not be entitled to claim a deduction in respect of any payments in

computing our taxation liabilities or the amount of the deduction would be
materially reduced; or

(c)
we would not, as a result of the notes being in issue, be able to have losses or
deductions set against the profits or gains, or profits or gains offset by the losses or
deductions, of companies with which we are or would otherwise be so grouped for

applicable United Kingdom tax purposes (whether under the group relief system
current as at the date of issue of the notes or any similar system or systems having
like effect as may from time to time exist),

(each such change in tax law or regulation or the official application or interpretation
thereof, a "Tax Event"), at a price equal to 100% of their principal amount, together
with any accrued but unpaid interest to (but excluding) the date fixed for redemption;

provided that in the case of each Tax Event, the consequences of the Tax Event cannot
be avoided by us taking reasonable measures available to us. Any redemption as a result
of a Tax Event will also be subject to the provisions described under "Notice of
Redemption" below.

Notice of Redemption
Any redemption of the notes shall be subject to our giving not less than thirty (30)
days', nor more than sixty (60) days', prior notice to the holders of such notes via DTC
or the relevant clearing system(s) (or, if the notes are held in definitive form, to the
holders at their addresses shown on the register for the notes) (such notice being
irrevocable except in the limited circumstances described in the following paragraph)
specifying our election to redeem the notes and the date fixed for such redemption.
Notice by DTC to participating institutions and by these participants to street name
holders of beneficial interests in the relevant notes will be made according to
arrangements among them and may be subject to statutory or regulatory requirements.

If the Issuer has elected to redeem the notes but prior to the payment of the redemption
amount with respect to such redemption the relevant U.K. resolution authority exercises

its U.K. Bail-in Power in respect of the notes, the relevant redemption notice shall be
automatically rescinded and shall be of no force and effect, and no payment of the
redemption amount will be due and payable.

Subsequent Repurchases
The Issuer or any member of the Group may purchase or otherwise acquire any of the
outstanding notes at any price in the open market or otherwise in accordance with
http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2
applicable law and regulations.

U.K. Bail-in Power Acknowledgement
In accordance with the PRA rules made pursuant to the BRRD and the Banking Act, the
terms of the notes include the following two paragraphs:


S-5
Table of Contents
By its acquisition of the notes, each holder of the notes acknowledges, agrees to be
bound by, and consents to the exercise of, any U.K. Bail-in Power (as defined below)
by the relevant U.K. resolution authority (as defined below) that may result in the
cancellation of all, or a portion, of the principal amount of, or interest on, the notes
and/or 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,
including by means of a variation to the terms of the notes, in each case, 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, so as 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 statutory write-down and/or
conversion 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 above), including but not limited to any such laws, regulations, rules or

requirements that are implemented, adopted or enacted within the context of the BRRD
and/or within the context of a U.K. resolution regime under the U.K. Banking Act 2009,
as amended, or otherwise, pursuant to which obligations of a bank, banking group
company, credit institution or investment firm or any of its affiliates can be reduced,
cancelled 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).

Under the terms of the notes, which will be issued under the Senior Debt Securities
Indenture between the Issuer and The Bank of New York Mellon acting through its
London Branch, as trustee (the "Trustee"), dated as of November 10, 2014 (the

"Indenture"), the exercise of the U.K. Bail-in Power by the relevant U.K. resolution
authority with respect to the notes will not be an Event of Default (as defined in the
Indenture).

For more information, see "Description of Senior Notes--Agreement with Respect to the

Exercise of U.K. Bail-in Power" below.

Repayment of Principal and Payment of Interest
No repayment of the principal amount of the notes or payment of interest on the notes
After Exercise of U.K. Bail-In Power
shall become due and payable after the exercise of any U.K. Bail-in Power by the
relevant U.K. resolution authority unless such repayment or payment would be permitted
to be made by the Issuer under the laws and regulations of the United Kingdom and the
European Union applicable to the Issuer.


S-6
Table of Contents
http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2
Business Day
Any weekday, other than one on which banking institutions are authorized or obligated
by law or executive order to close in London, England or in the City of New York,
United States.

Book-Entry Issuance, Settlement and Clearance
We will issue the notes in fully registered form in denominations of $200,000 and
integral multiples of $1,000 in excess thereof. Each of the 2018 notes and the 2025 notes
will be represented by one or more global securities registered in the name of a nominee
of DTC. You will hold beneficial interests in the notes through DTC and its direct and
indirect participants, including Euroclear and Clearstream Luxembourg, and DTC and its
direct and indirect participants will record your beneficial interest on their books. We
will not issue certificated notes except in limited circumstances that we explain under
"Description of Certain Provisions Relating to Debt Securities and Contingent
Convertible Securities--Special Situations When a Global Security Will Be Terminated"
in the accompanying prospectus. Settlement of the notes will occur through DTC in
same day funds. For information on DTC's book-entry system, see "Clearance and
Settlement--The Clearing Systems--DTC" in the accompanying prospectus.

Conflicts of Interest
Barclays Capital Inc. is an affiliate of the Issuer and, as such, has a "conflict of interest"
in this offering within the meaning of Financial Industry Regulatory Authority
("FINRA") Rule 5121 (or any successor rule thereto) ("Rule 5121"). Consequently, this
offering is being conducted in compliance with the provisions of Rule 5121. Barclays
Capital Inc. is not permitted to sell notes in this offering to an account over which it
exercises discretionary authority without the prior specific written approval of the
account holder.

Trustee and Paying Agent
The Bank of New York Mellon acting through its London Branch, One Canada Square,
London E14 5AL, United Kingdom, will act as the trustee and initial paying agent for
the notes.

Timing and Delivery
We currently expect delivery of the notes to occur on March 16, 2015.

Further Issues
We may, without the consent of the holders of the notes, issue additional 2018 notes
and/or 2025 notes having the same ranking and same interest rate, Maturity Date,
redemption terms and other terms as the 2018 notes and the 2025 notes, respectively,
described in this prospectus supplement except for the price to the public and issue date.
Any such additional notes, together with the 2018 notes and/or the 2025 notes,
respectively, offered by this prospectus supplement, will constitute a single series of
such securities under the indenture relating to the notes. There is no limitation on the
amount of notes or other debt securities that we may issue under the Indenture.

Use of Proceeds
The net proceeds of the offerings will be used for general corporate purposes of the
Issuer and its subsidiaries and/or the Group. It is the


S-7
Table of Contents
Issuer's intention to on-lend the net proceeds of the offerings to Barclays Bank initially

in the form of senior loans. The Issuer retains the discretion to restructure any loan
made with the net proceeds at any time.

Governing Law
The Indenture and the notes are governed by, and construed in accordance with, the laws
of the State of New York.

http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2

S-8
Table of Contents
RISK FACTORS
You should carefully consider the risks described below and all of the information contained and incorporated by reference in this document
before you decide whether to acquire the notes.
Acquiring the notes offered under this prospectus supplement involves significant risks. You should reach your own investment decision only
after consultation with your own financial, legal and tax advisers (as you deem appropriate) about risks associated with an investment in the notes
and the suitability of investing in the notes in light of the particular characteristics and terms of the notes and of your particular financial
circumstances. As part of making an investment decision, you should make sure you thoroughly understand the notes' terms, such as the agreement
by you to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. You should also carefully consider the risk
factors and the other information contained in this prospectus supplement, our 2014 Form 20-F and the other information included and
incorporated by reference in this prospectus supplement or the accompanying prospectus before deciding to invest in the notes. If any of the risks
described herein (including the risks described in the documents incorporated by reference in this prospectus supplement or the accompanying
prospectus) materializes, our business, financial condition and results of operations could suffer, the notes could be subject to the U.K. Bail-in
Power, and the trading price and liquidity of the notes could decline, in which case you could lose some or all of the value of your investment.
We may redeem the notes at our option in certain situations.
We may, at our option, at any time, redeem the notes, in whole but not in part, at a price equal to 100% of their principal amount, together
with any accrued but unpaid interest to (but excluding) the date fixed for redemption, if a Tax Event has occurred, as more particularly described
below under "Description of Senior Notes--Tax Redemption ." If we redeem the notes, you may not be able to reinvest the redemption proceeds in
securities offering a comparable yield. Furthermore, you have no right to require us to redeem the notes.
The Issuer is a holding company, which means that its right to participate in the assets of any of its subsidiaries (including those of Barclays
Bank) upon the liquidation of such subsidiaries may be subject to prior claims of some of such subsidiary's creditors and preference
shareholders.
The Issuer is a holding company that currently has no significant assets other than its loans to, and investments in, Barclays Bank. As a
holder of ordinary shares in Barclays Bank (or any of its subsidiaries), the Issuer's right to participate in the assets of Barclays Bank (or any other
subsidiary) if such subsidiary is liquidated will be subject to the prior claims of such subsidiary's creditors and preference shareholders, except
where the Issuer is a creditor with claims that are recognized to be ranked ahead of or pari passu with such claims of other of the subsidiary's
creditors and/or preference shareholders against such subsidiary. For example, the Issuer has in the past made, and may continue to make, loans to
Barclays Bank with the net proceeds received from the Issuer's issuance of senior debt instruments. Such loans to Barclays Bank by the Issuer
have a legal ranking in the insolvency of Barclays Bank that corresponds to the legal ranking of such senior debt instruments in the insolvency of
the Issuer. However, the Issuer retains its absolute discretion to restructure such loans to and any other investments in Barclays Bank at any time
and for any purpose including, without limitation, in order to provide different amounts or types of capital or funding to Barclays Bank or other
Group subsidiaries, as part of wider changes made to the Group's corporate structure for the purposes of structural reform, or otherwise as part of
meeting regulatory requirements, such as the implementation of minimum requirement for own funds and eligible liabilities ("MREL") in respect
of Barclays Bank or other Group subsidiaries. A restructuring of a loan or investment made by the Issuer in a Group subsidiary (including a loan
initially made with the proceeds of senior debt issuances by the Issuer) could include changes to any or all features of such loan or investment,
including its legal or regulatory form and how it would rank in the insolvency hierarchy as a claim in the liquidation or administration of the
subsidiary. Given that in a resolution, the relevant U.K. resolution authority is expected to follow the insolvency hierarchy when exercising
resolution powers, such as the bail-in tool, a change in the legal

S-9
Table of Contents
ranking of the loan or investment would also impact its treatment in resolution. Any restructuring of the Issuer's loans to and investments in
Barclays Bank or other Group subsidiaries may be implemented by the Issuer without prior notification to, or consent of, holders of the notes.
For the reasons described above, if Barclays Bank or any of the Issuer's other subsidiaries were to be wound up, liquidated or dissolved,
http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


424B2
(i) the holders of the notes would have no right to proceed against the assets of Barclays Bank or such other subsidiary, and (ii) the liquidator of
Barclays Bank or such other subsidiary would first apply the assets of Barclays Bank or such other subsidiary to settle the claims of the creditors of
Barclays Bank or such other subsidiary, including holders (which may include the Issuer) of preference shares, Tier 1 capital instruments ranking
ahead of the holders of ordinary shares of Barclays Bank or such other subsidiary and Tier 2 capital instruments of Barclays Bank or such other
subsidiary, before the Issuer, to the extent it is as an ordinary shareholder of Barclays Bank or such other subsidiary, would be entitled to receive
any distributions from Barclays Bank or such other subsidiary.
There is no restriction on the amount or type of further securities or indebtedness that we or our subsidiaries may issue, incur or guarantee.
There is no restriction on the amount or type of further securities or indebtedness that we or our subsidiaries may issue, incur or guarantee, as
the case may be, that rank senior to, or pari passu with, the notes offered hereby. The issue or guaranteeing of any such further securities or
indebtedness may reduce the amount recoverable by holders of the notes on a liquidation or winding-up of Barclays and may limit our ability to
meet our obligations under the notes.
Regulatory action in the event a bank in the Group is failing or likely to fail could materially adversely affect the value of the notes.
The BRRD provides an EU-wide framework for the recovery and resolution of credit institutions and investment firms, their subsidiaries and
certain holding companies. The BRRD requires all European Economic Area ("EEA") member states to provide their relevant resolution authorities
with a set of tools to intervene sufficiently early and quickly in an unsound or failing institution so as to ensure the continuity of the institution's
critical financial and economic functions, while minimizing the impact of an institution's failure on the broader economy and financial system.
In the United Kingdom, the majority of the requirements of the BRRD have been implemented into national law in the Banking Act. The
U.K. implementation of the BRRD included the introduction of the bail-in tool as of January 1, 2015. The PRA has also published rules which
include a requirement for the terms of debt instruments which are issued on or after February 19, 2015, and are not governed by the law of an EEA
jurisdiction (including the notes), to contain a contractual clause whereby holders of debt instruments recognize the applicability of the bail-in
powers to their debt instruments. For more information on the bail-in tool and on the related contractual recognition, see "--The relevant U.K.
resolution authority may exercise the bail-in tool in respect of the Issuer and the notes, which may result in holders of the notes losing some or all
of their investment" and "--Under the terms of the notes, you have agreed to be bound by the exercise of any U.K. Bail-in Power by the relevant
U.K. resolution authority."
The Banking Act confers substantial powers on a number of U.K. authorities designed to enable them to take a range of actions in relation to U.K.
banks and certain of their affiliates in the event a bank in the same group is considered to be failing or likely to fail. The exercise of any of these
actions in relation to the Issuer could materially adversely affect the value of the notes.
Under the Banking Act, substantial powers are granted to the Bank of England (or, in certain circumstances, HM Treasury), in consultation
with the PRA, the FCA and HM Treasury, as appropriate as part of a special resolution regime (the "SRR"). These powers enable the relevant U.K.
resolution authority to implement

S-10
Table of Contents
resolution measures with respect to a U.K. bank and certain of its affiliates (including, for example, the Issuer) (each a "relevant entity") in
circumstances in which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. The stabilization options available
to the relevant U.K. resolution authority under the SRR provide for:


(i)
private sector transfer of all or part of the business of the relevant entity;


(ii)
transfer of all or part of the business of the relevant entity to a "bridge bank" established by the Bank of England;


(iii) transfer to an asset management vehicle;


(iv) the bail-in tool; and


(v)
temporary public ownership (nationalization) of the relevant entity.
Each of these stabilization options is achieved through the exercise of one or more "stabilization powers," which include (i) the power to
make share transfer orders pursuant to which all or some of the securities issued by a U.K. bank may be transferred to a commercial purchaser, a
bridge bank or the U.K. government; (ii) the resolution instrument power which includes the exercise of the bail-in tool; (iii) the power to transfer
all or some of the property, rights and liabilities of a U.K. bank to a commercial purchaser or Bank of England entity; and (iv) the third country
http://www.sec.gov/Archives/edgar/data/312069/000119312515086762/d886022d424b2.htm[3/11/2015 11:58:50 AM]


Document Outline