Bond Barclay PLC 3.2% ( US06738EAQ89 ) in USD

Issuer Barclay PLC
Market price 100 %  ▼ 
Country  United Kingdom
ISIN code  US06738EAQ89 ( in USD )
Interest rate 3.2% per year ( payment 2 times a year)
Maturity 10/08/2021 - Bond has expired



Prospectus brochure of the bond Barclays PLC US06738EAQ89 in USD 3.2%, expired


Minimal amount 200 000 USD
Total amount 1 350 000 000 USD
Cusip 06738EAQ8
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( 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 US06738EAQ89, pays a coupon of 3.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/08/2021

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAQ89, was rated Baa2 ( 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 US06738EAQ89, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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Table of Contents
CALCULATION OF REGISTRATION FEE


Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price Registration Fee (1))
$1,350,000,000 3.20% Fixed Rate Senior Notes due 2021
$1,350,000,000
$135,945
$650,000,000 Floating Rate Senior Notes due 2021

$650,000,000
$65,455


(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$1,350,000,000 3.20% Fixed Rate Senior Notes due 2021
US$650,000,000 Floating Rate Senior Notes due 2021
Barclays PLC


We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,350,000,000 aggregate principal amount of 3.20% Fixed Rate Senior Notes due 2021 (the "fixed rate notes") and $650,000,000 aggregate principal
amount of Floating Rate Senior Notes due 2021 (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 3.20% per annum 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 2.11% per annum. For the fixed rate notes, interest will be payable semi-annually in arrear on February 10 and August 10 in each year, commencing on
February 10, 2017 and for the floating rate notes, interest will be payable quarterly in arrear, on February 10, May 10, August 10 and November 10 in each year, commencing on November 10, 2016.
Each of the fixed rate notes and the floating rate 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 fixed rate notes and/or the floating rate 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 Senior Notes--Tax Redemption ."
We will apply to list the fixed rate notes and the floating rate notes on the New York Stock Exchange ("NYSE") under the symbols "BCS21B" and "BCS21A," respectively.
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.
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 -11 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 U.K. 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 fixed rate note


99.936%

0.325%

99.611%
Total for fixed rate notes

$
1,349,136,000
$
4,387,500
$ 1,344,748,500
Per floating rate note


100%

0.325%

99.675%
Total for floating rate notes

$
650,000,000
$
2,112,500
$
647,887,500
(1) Plus accrued interest, if any, from and including August 10, 2016.
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 August 10, 2016. 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
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Bank S.A./N.V. ("Euroclear").
Global Coordinator
Barclays

CastleOak Securities,
ABN AMRO
BBVA
Blaylock Beal Van, LLC
BMO Capital Markets




L.P.
MultiBank Securities,
PNC Capital Markets
MFR Securities, Inc.
Mizuho Securities
MUFG



Inc.

LLC
Société Générale
Regions Securities LLC
Scotiabank
SMBC Nikko
Corporate & Investment
TD Securities



Bank


US Bancorp

Wells Fargo Securities

Prospectus Supplement dated August 3, 2016
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT



Page
Forward-Looking Statements
S-1
Incorporation of Documents by Reference
S-2
Certain Definitions
S-2
Summary
S-4
Risk Factors
S-11
Use of Proceeds
S-17
Description of Senior Notes
S-18
U.S. Federal Income Tax Considerations
S-24
United Kingdom Tax Considerations
S-25
Other Tax Considerations
S-29
Underwriting
S-30
Validity of Notes
S-33
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
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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 U.K. 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 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 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
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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) and July 29, 2016 (Film No. 161793151) (the "July 29 6-K"), 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);


·
"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;

S-2
Table of Contents

·
"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-3
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.
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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 and 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 Corporate & 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
Corporate & 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.

The Securities We Are Offering
We are offering $1,350,000,000 aggregate principal amount of 3.20% Fixed Rate Senior
Notes due 2021 and $650,000,000 aggregate principal amount of Floating Rate Senior
Notes due 2021

Issue Date
August 10, 2016
Terms Specific to the Fixed Rate Notes:

Fixed Rate Maturity Date
We will repay the fixed rate notes at 100% of their principal amount plus accrued
interest on August 10, 2021.

CUSIP
06738E AQ8

ISIN
US06738EAQ89

Common Code
147170882

Fixed Interest Rate
The fixed rate notes will bear interest at a rate of 3.20% per annum.

Fixed Rate Interest Payment Dates
Every February 10 and August 10 in each year, commencing on February 10, 2017 and
ending on the Fixed Rate Maturity Date; 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. If the 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 Fixed Rate Maturity Date.


S-4
Table of Contents
Regular Record Dates
The Business Day immediately preceding each Fixed Rate Interest Payment Date (or, if
the notes are held in definitive form, the 15th Business Day preceding each Fixed Rate
Interest Payment Date).
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Day Count
30/360, Following, Unadjusted
Terms Specific to the Floating Rate Notes:

Floating Rate Maturity Date
We will repay the fixed rate notes at 100% of their principal amount plus accrued
interest on August 10, 2021.

CUSIP
06738E AR6

ISIN
US06738EAR62

Common Code
147173156

Floating Interest Rate
The initial Floating Interest Rate for the first Interest Period will be equal to the LIBOR,
as determined on August 8, 2016, plus 2.11% per annum. Thereafter, the Floating
Interest Rate for any Interest Period will be LIBOR, as determined on the applicable
Interest Determination Date, plus 2.11% per annum. The Floating Interest Rate will be
reset quarterly on each Interest Reset Date.

Floating Rate Interest Payment Dates
Every February 10, May 10, August 10 and November 10 in each year, commencing on
November 10, 2016 and ending on the Floating Rate Maturity Date; provided that if any
Floating Rate Interest Payment Date (other than the Floating Rate Maturity Date) would
fall on a day that is not a Business Day (as defined below), 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. If the Floating Rate
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 Floating Rate Maturity
Date.

Interest Reset Dates
Every February 10, May 10, August 10 and November 10 in each year, commencing on
November 10, 2016; provided that the Floating Interest Rate in effect from (and
including) August 10, 2016 to (but excluding) the first Interest Reset Date will be the
initial Floating Interest Rate. If any Interest Reset Date falls 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.

Interest Periods
The period beginning on (and including) a Floating Rate Interest Payment Date and
ending on (but excluding) the next succeeding Floating Rate Interest Payment Date;
provided that the first Interest Period will begin on August 10, 2016 and will end on (but
exclude) November 10, 2016.

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 August 8, 2016) 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.


S-5
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Table of Contents
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
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; and

(2)
With respect to an Interest Determination Date on which no rate appears on
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 us,
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 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 us 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.


S-6
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The following terms apply to both the fixed rate notes and the floating rate notes:

Ranking
Each of the fixed rate notes and the floating rate 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."

Tax Redemption
We may, at our option, at any time, redeem the fixed rate notes and/or the floating rate
notes, 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 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 below);

(b)
we would not be entitled to claim a deduction in respect of any payment in respect

of the notes in computing our taxation liabilities or the value of such 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 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. Before we give a notice of redemption as a

result of a Tax Event, we shall be required to deliver to the Trustee a written legal
opinion of independent counsel of recognized standing, chosen by us, confirming that
we are entitled to exercise our right of redemption. Any redemption as a result of a Tax
Event will also be subject to the provisions described under "Notice of Redemption"
below.


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Notice of Redemption
Any redemption of the fixed rate notes and/or the floating rate notes shall be subject to
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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 fixed rate notes and/or
the floating rate 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 fixed rate notes and/or the floating rate 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
relevant 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
applicable law and regulations.

U.K. Bail-in Power Acknowledgement
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 below) by the relevant U.K. resolution authority (as defined below) 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 above), including but not limited to any such laws, regulations,
rules or requirements that are implemented, adopted or enacted


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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.
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resolution regime under 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).

Under the terms of each of the fixed rate notes and the floating rate notes, each of 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 relevant 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.

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 fixed rate notes and the
floating rate 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").


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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.

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