Bond Barclay PLC 0% ( US06738EAR62 ) in USD

Issuer Barclay PLC
Market price 100 %  ⇌ 
Country  United Kingdom
ISIN code  US06738EAR62 ( in USD )
Interest rate 0%
Maturity 10/08/2021 - Bond has expired



Prospectus brochure of the bond Barclays PLC US06738EAR62 in USD 0%, expired


Minimal amount 200 000 USD
Total amount 1 000 000 000 USD
Cusip 06738EAR6
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 US06738EAR62, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 10/08/2021







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CALCULATION OF REGISTRATION FEE





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

Offering Price
Fee (1))
$350,000,000 Floating Rate Senior Notes due 2021

$350,000,000
$35,245





(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$350,000,000 Floating Rate Senior Notes due 2021
Barclays PLC


On August 10, 2016, Barclays PLC (the "Issuer" or "Barclays") issued $650,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021 (the "original
notes"). The notes offered under this prospectus supplement (the "reopened notes") will have the same terms (other than the price to public and issue date), form part of
the same series and trade freely with the original notes. The original notes and the reopened notes are referred to together as the "notes."
From (and including) August 10, 2016, interest will accrue on the 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. 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.
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations and will at all times rank pari passu among themselves. In the event of a
winding-up or administration of the Issuer, the notes will rank pari passu with all our other outstanding unsecured and unsubordinated obligations, present and future,
except such obligations as are preferred by operation of law.
We may, at our option, redeem the notes, 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 reopened notes on the New York Stock Exchange ("NYSE") under the symbol "BCS21A."
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-12 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.
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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(2)
Per note


101.00%

0.325%

100.675%
Total

$ 353,500,000
$ 1,137,500
$352,731,113.19

(1) Plus accrued interest from and including August 10, 2016 up to but excluding the date of delivery, which is expected to be August 23, 2016, in the aggregate amount
of $368,613.19 and plus additional interest, if any, from and including August 23, 2016 if delivery occurs after that date.
(2) Total includes accrued interest from and including August 10, 2016 up to but excluding the date of delivery, which is expected to be August 23, 2016, in the
aggregate amount of $368,613.19.
The underwriter expects to deliver the reopened notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC"), on or about
August 23, 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 Bank S.A./N.V. ("Euroclear").
Global Coordinator
Barclays
Prospectus Supplement dated August 16, 2016
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT



Page
Forward-Looking Statements
S-1
Incorporation of Documents by Reference
S-3
Certain Definitions
S-4
Summary
S-5
Risk Factors
S-12
Use of Proceeds
S-18
Description of Senior Notes
S-19
U.S. Federal Income Tax Considerations
S-26
United Kingdom Tax Considerations
S-27
Other Tax Considerations
S-31
Underwriting
S-32
Validity of Notes
S-35
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
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Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities
32
Clearance and Settlement
35
Tax Considerations
40
Plan of Distribution
57
Service of Process and Enforcement of Liabilities
61
Where You Can Find More Information
61
Further Information
61
Validity of Securities
61
Experts
62
Expenses of Issuance and Distribution
63
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein contain certain forward-looking statements within the
meaning of Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the U.S. Securities
Act of 1933, as amended (the "Securities Act"), with respect to the Group (as defined below). We caution readers that no forward-looking
statement is a guarantee of future performance and that actual results or other financial condition or performance measures could differ materially
from those contained in the forward-looking statements. These forward-looking statements can be identified by the fact that they do not relate only
to historical or current facts. Forward-looking statements sometimes use words such as "may," "will," "seek," "continue," "aim," "anticipate,"
"target," "projected," "expect," "estimate," "intend," "plan," "goal," "believe," "achieve" or other words of similar meaning. Examples of
forward-looking statements include, among others, statements or guidance regarding our future financial position, income growth, assets,
impairment charges, provisions, notable items, business strategy, capital, leverage and other regulatory ratios, payment of dividends (including
dividend pay-out ratios and expected payment strategies), projected levels of growth in the banking and financial markets, projected costs or
savings, original and revised commitments and targets in connection with the strategic cost programme and the strategy update (the "Group
Strategy Update") described in our Current Report on Form 6-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 1,
2016 (Film No. 161472066) (the "March 1 6-K"), run-down of assets and businesses within Barclays Non-Core (as such unit is described in our
Annual Report on Form 20-F for the fiscal year ended December 31, 2015, filed with the SEC on March 1, 2016 (the "2015 Form 20-F")), sell
down of the Group's interest in Barclays Africa Group Limited, estimates of capital expenditures and plans and objectives for future operations,
projected employee numbers and other statements that are not historical fact.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. These may
be affected by changes in legislation, the development of standards and interpretations under International Financial Reporting Standards ("IFRS"),
evolving practices with regard to the interpretation and application of accounting and regulatory standards, the outcome of current and future legal
proceedings and regulatory investigations, future levels of conduct provisions, future levels of notable items, the policies and actions of
governmental and regulatory authorities, geopolitical risks and the impact of competition. In addition, factors including (but not limited to) the
following may have an effect: capital, leverage and other regulatory rules (including with regard to the future structure of the Group) applicable to
past, current and future periods; U.K., United States, Africa, Eurozone and global macroeconomic and business conditions; the effects of continued
volatility in credit markets; market-related risks such as changes in interest rates and foreign exchange rates; effects of changes in valuation of
credit market exposures; changes in valuation of issued securities; volatility in capital markets; changes in credit ratings of any entities within the
Group or any securities issued by such entities; the potential for one or more countries exiting the Eurozone; the implications of the results of the
June 23, 2016 referendum in the United Kingdom and the disruption that may result in the United Kingdom and globally from the withdrawal of
the United Kingdom from the European Union; the implementation of the strategic cost programme; and the success of future acquisitions,
disposals and other strategic transactions. A number of these influences and factors are beyond our control. As a result, our actual future results,
dividend payments and capital and leverage ratios may differ materially from the plans, goals, expectations and guidance set forth in such forward-
looking statements. The list above is not exhaustive and there are other factors that may cause our actual results to differ materially from the
forward-looking statements contained in this prospectus supplement and the documents incorporated by reference herein. You are also advised to
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
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S-1
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of new information or future events. Except as required by the Prudential Regulation Authority, the Financial Conduct Authority (the "FCA"),
London Stock Exchange plc, the SEC or applicable U.S. or other law, we expressly disclaim any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statement contained in this prospectus supplement or the documents incorporated by reference herein
to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is
based. The reader should, however, consult any additional disclosures that we have made or may make in documents we have filed or may file
with the SEC.

S-2
Table of Contents
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-195645) we have filed with the SEC under the
Securities Act. This prospectus supplement omits some information contained in the registration statement in accordance with SEC rules and
regulations. You should review the information in and exhibits to the registration statement for further information on us and the notes. Statements
in this prospectus supplement concerning any document we have filed or will file as an exhibit to the registration statement or that we have
otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by reference to these filings. You should
review the complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which means that we can disclose important
information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus
supplement is an important part of this prospectus supplement. For information on the documents we incorporate by reference in this prospectus
supplement and the accompanying prospectus, we refer you to "Incorporation of Certain Documents by Reference" on page 2 of the accompanying
prospectus. In particular, we refer you to the 2015 Form 20-F for a discussion of our audited results of operations and financial condition as of, and
for the year ended, December 31, 2015, the March 1 6-K and our Current Reports on Form 6-K filed on April 15, 2016 (Film No. 161573112),
April 27, 2016 (Film No. 161594235) 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).

S-3
Table of Contents
CERTAIN DEFINITIONS
For purposes of this prospectus supplement:


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


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

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

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


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

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

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

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

The Issuer
Barclays PLC


Barclays PLC is the ultimate holding company of the Group which is a transatlantic
consumer, corporate and investment bank offering products and services across personal,
corporate and investment banking, credit cards and wealth 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 an additional $350,000,000 aggregate principal amount of Floating Rate
Senior Notes due 2021. The reopened notes offered under this prospectus supplement will
have the same terms (other than the price to public and issue date), form part of the same
series and trade freely with the original notes issued on August 10, 2016

Issue Date
Original notes: August 10, 2016

Reopened notes: August 23, 2016

Maturity Date
We will repay the 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.
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S-5
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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 Maturity Date; provided that if any Interest Payment
Date (other than the Maturity 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, except that if that Business Day falls in the next succeeding calendar month,
the Interest Payment Date will be the immediately preceding Business Day. 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 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) an Interest Payment Date and ending on (but
excluding) the next succeeding 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.

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

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(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 underwriter), as selected and identified by us, to provide its
offered quotation (expressed as a percentage per annum) for deposits in U.S. dollars
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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 underwriter) 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.

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

In addition, see "Risk Factors--The Issuer is a holding company, which means that the
Issuer's right to participate in the assets of any of its subsidiaries (including those of
Barclays Bank) upon the liquidation of such subsidiaries, and the extent to which the

Issuer suffers losses if it or any of its subsidiaries (including Barclays Bank) are subject to
bank resolution proceedings, may depend, amongst other things, upon the degree to which
the Issuer's loans to and investments in such subsidiaries are subordinated."

Tax Redemption
We may, at our option, at any time, redeem the 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,

S-7
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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 August 10, 2016, including a

decision of any court or tribunal which becomes effective on or after August 10, 2016 (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 August 10, 2016 or any similar system or systems having like effect as
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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.

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 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.

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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 within the context of any applicable
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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 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 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 relevant notes will not be an Event of Default (as defined in the Indenture).

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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 shall
After Exercise of U.K. Bail-In Power
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. The 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.

Listing and Trading
We will apply to list the reopened notes on the NYSE under the symbol "BCS21A".

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 reopened notes to occur on August 23, 2016.

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Further Issues
We may, without the consent of the holders of the notes, issue additional notes having the
same ranking and same interest rate, maturity date, redemption terms and other terms as the
notes described in this prospectus supplement except for the price to the public and issue
date. Any such additional notes, together with the notes 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 proceeds of the offering will be used for general corporate purposes of the Issuer and
its subsidiaries and/or the Group. It is the Issuer's intention to on-lend the proceeds of the
offering initially to Barclays Bank in the form of a senior loan. The Issuer retains the
discretion to restructure any loan made with the 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.

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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 2015 Form 20-F, the July 29 6-K 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 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.
The Issuer is a holding company that currently has no significant assets other than its loans to, and investments in, Barclays Bank, which
means that if Barclays Bank is liquidated, the Issuer's right to participate in the assets of Barclays Bank will depend upon the ranking of the
Issuer's claims against Barclays Bank according to the ordinary hierarchy of claims in insolvency. So, for example, insofar as the Issuer is a holder
of ordinary shares in Barclays Bank, the Issuer's recovery in the liquidation of Barclays Bank will be subject to the prior claims of Barclays Bank's
third party creditors and preference shareholders. To the extent the Issuer holds other claims against Barclays Bank that are recognized to rank pari
passu with any third party creditors' or preference shareholders' claims, such claims of the Issuer should in liquidation be treated pari passu with
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