Bond Barclay PLC 1.7% ( US06739GCR83 ) in USD

Barclay PLC

100 % ▼

United Kingdom

US06739GCR83 ( in USD )

1.7% per year ( payment 2 times a year)

11/05/2022 - Bond has expired

Prospectus brochure of the bond Barclays PLC US06739GCR83 in USD 1.7%, expired

200 000 USD

1 750 000 000 USD

06739GCR8

A ( Upper medium grade - Investment-grade )

A1 ( Upper medium grade - Investment-grade )

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 US06739GCR83, pays a coupon of 1.7% per year.
The coupons are paid 2 times per year and the Bond maturity is 11/05/2022

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06739GCR83, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06739GCR83, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-232144
Prospectus Supplement to Prospectus dated August 1, 2019

$1,750,000,000 1.700% Fixed Rate Senior Notes due 2022

Barclays Bank PLC

We, Barclays Bank PLC (the "Issuer"), are issuing $1,750,000,000 aggregate principal amount of 1.700% Fixed Rate Senior Notes due 2022 (the "notes").
From (and including) the Issue Date (as defined below), interest will accrue on the notes at a rate of 1.700% per annum. Interest will be payable semi-annually in arrear on May 12 and November 12 in each year,
commencing on November 12, 2020.
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations ranking pari passu without any preference among themselves. In the event of our winding-up or administration, 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 then outstanding, in whole but not in part, on April 12, 2022 (one month prior to the Maturity Date (as defined below)) at an amount equal to 100% of their principal
amount together with accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) such redemption date, on the terms described in this prospectus supplement under "Description
of Senior Notes--Optional Redemption." We may also, at our option, at any time, redeem the notes, in whole but not in part, at an amount equal to 100% of the principal amount of the notes being redeemed together with
accrued but unpaid interest, if any, on the principal amount of the notes to be redeemed to (but excluding) the redemption date, upon the occurrence of certain events related to taxation on the terms described in this prospectus
supplement under "Description of Senior Notes--Tax Redemption. " Any redemption or repurchase of the notes is subject to the provisions described in this prospectus supplement under "Description of Senior Notes--Notice
of Redemption."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbol "BCS22A".
MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET--Solely for the purposes of the manufacturer's product approval process, the
target market assessment in respect of the notes has led to the conclusion that: (i) the target market for the notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as
amended, "MiFID II"); and (ii) all channels for distribution of the notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the notes (a
"Distributor") should take into consideration the manufacturer's target market assessment; however, a Distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect
of the notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
IMPORTANT--PRIIPs REGULATION / PROHIBITION OF SALES TO EEA AND U.K. RETAIL INVESTORS. The notes are not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom ("U.K."). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the
"PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the EEA or in the U.K. has been prepared and therefore offering or selling the notes or otherwise
making them available to any retail investor in the EEA or in the U.K. may be unlawful under the PRIIPs Regulation.
Notwithstanding any other agreements, arrangements or understandings between us and any holder or beneficial owner of the notes, by acquiring the notes, each holder and beneficial owner of the
notes acknowledges, accepts, agrees to be bound by, and consents to, the exercise of any U.K. Bail-in Power (as defined in the accompanying prospectus) by the Relevant U.K. Resolution Authority (as defined in
the accompanying prospectus) 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 or beneficial owner of the notes of 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. For more information, see the section entitled "Description of Debt Securities--Agreement with Respect to the Exercise of U.K. Bail-in Power" in the accompanying
prospectus.
By its acquisition of the notes, each holder and beneficial owner 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 the notes. For more information, see the section entitled
"Description of Debt Securities--Agreement with Respect to the Exercise of U.K. Bail-in Power" in the accompanying prospectus.
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 -10 of this prospectus supplement and
risk factors in "Risk Review--Material existing and emerging risks" on pages 28-36 of our Annual Report on Form 20-F for the year ended December 31, 2019, 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 either 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, the Canada Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom, Canada or any other jurisdiction.

Proceeds, before
Price to
Underwriting
expenses, to

Public(1)

Compensation

Barclays

Per note

99.918%

0.200%

99.718%
Total

$1,748,565,000
$
3,500,000
$1,745,065,000
(1) Plus accrued interest, if any, from and including May 12, 2020.
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 May 12, 2020. 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, S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear").

Global Coordinator
Barclays
Senior Co-Managers

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CIBC Capital Markets

RBC Capital Markets

SEB
Wells Fargo Securities
Co-Managers

Multi-Bank Securities, Inc.

PNC Capital Markets LLC

Ramirez & Co., Inc.

US Bancorp
Prospectus Supplement dated May 5, 2020
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

Page Number
FORWARD-LOOKING STATEMENTS

S-1
INCORPORATION OF DOCUMENTS BY REFERENCE

S-3
CERTAIN DEFINITIONS

S-4
SUMMARY

S-5
RISK FACTORS

S-10
USE OF PROCEEDS

S-18
DESCRIPTION OF SENIOR NOTES

S-19
U.S. FEDERAL INCOME TAX CONSIDERATIONS

S-25
UNITED KINGDOM TAX CONSIDERATIONS

S-26
UNDERWRITING

S-27
VALIDITY OF NOTES

S-31
PROSPECTUS

FORWARD-LOOKING STATEMENTS
1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
2
THE BARCLAYS BANK GROUP
3
USE OF PROCEEDS
3
DESCRIPTION OF DEBT SECURITIES
4
DESCRIPTION OF WARRANTS
23
GLOBAL SECURITIES
35
CLEARANCE AND SETTLEMENT
36
DESCRIPTION OF PREFERENCE SHARES
43
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
49
DESCRIPTION OF SHARE CAPITAL
55
TAX CONSIDERATIONS
57
EMPLOYEE RETIREMENT INCOME SECURITY ACT
76
PLAN OF DISTRIBUTION (CONFLICTS OF INTEREST)
78
SERVICE OF PROCESS AND ENFORCEMENT OF LIABILITIES
81
WHERE YOU CAN FIND MORE INFORMATION
82
FURTHER INFORMATION
82
VALIDITY OF SECURITIES
82
EXPERTS
82
EXPENSES OF ISSUANCE AND DISTRIBUTION
84

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 and Barclays Bank (as defined below). We caution readers that no forward-looking
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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 or relating to the Group's and Barclays Bank's future financial position, income growth, assets, impairment
charges, provisions, business strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend payout ratios and expected
payment strategies), projected levels of growth in the banking and financial markets, projected costs or savings, any commitments and targets, estimates of
capital expenditures, plans and objectives for future operations, projected employee numbers, International Financial Reporting Standards impacts 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. The forward-looking statements speak only as at the date on which they are made and such statements may be affected by changes in
legislation, the development of standards and interpretations under International Financial Reporting Standards including 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 applicable to past, current and
future periods; the U.K., the United States, Eurozone and global macroeconomic and business conditions; the effects of any 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, including Barclays Bank or any
securities issued by such entities; direct and indirect impacts of the coronavirus (COVID-19) pandemic; instability as a result of the exit by the U.K. from
the European Union (the "EU") and the disruption that may subsequently result in the U.K. and globally; and the success of future acquisitions, disposals
and other strategic transactions. A number of these influences and factors are beyond the Group's and Barclays Bank's control. As a result, the Group's and
Barclays Bank's actual financial position, future results, dividend payments, capital and leverage or other regulatory ratios or other financial and
non-financial metrics or performance measures may differ materially from the statements or guidance set forth in the Group's and Barclays Bank's
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 U.S. Securities Exchange
Commission (the "SEC"), including in our Annual Report on Form 20-F for the fiscal year ended December 31, 2019, filed with the SEC on February 13,
2020 (the "2019 Form 20-F"), 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 PRA (as
defined below), the Financial Conduct Authority (the "FCA"), the London Stock Exchange plc (the "LSE"), the SEC or applicable laws and regulations of
any relevant jurisdiction (including, without limitation, the U.K. and the U.S.), in relation to
disclosure and ongoing information, Barclays Bank expressly disclaims any obligation or undertaking to release publicly, update or revise any forward-
looking statements contained in this prospectus supplement or in the

S-1
Table of Contents
documents incorporated by reference herein to reflect any change in Barclays Bank's expectations with regard thereto or any new information, future
events, change in events, conditions or circumstances, or otherwise, on which any such statement is based. The reader should, however, consult any
additional disclosures that Barclays Bank has made or may make in documents it has published or may publish via the Regulatory News Service of the
LSE and/or has 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. 333-232144) 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
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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 2019 Form 20-F for a discussion of our audited results of operations and financial condition as of, and for the year ended, December
31, 2019, and our Current Report on Form 6-K filed on February 13, 2020 (Film No. 20608656), 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:

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

otherwise;

·
"Barclays Bank Group" refers to Barclays Bank PLC (or any successor entity) and its consolidated subsidiaries, unless the context requires

otherwise;

·
"BRRD" refers to the EU 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 or replaced from time to time (including as amended by
Directive (EU) 2019/879 of the European Parliament and of the Council of May 20, 2019) or similar laws in the United Kingdom;

·
"CRD" means the legislative package consisting of the Capital Requirements Directive and the CRD Regulation;

·
"Capital Requirements Directive" means Directive 2013/36/EU on access to the activity of credit institutions and the prudential supervision of

credit institutions and investment firms, as amended or replaced from time to time (including as amended by Directive (EU) 2019/878 of the
European Parliament and of the Council of May 20, 2019) or similar laws in the United Kingdom;

·
"CRD Regulation" means Regulation (EU) No. 575/2013 on prudential requirements for credit institutions and investment firms of the
European Parliament and of the Council of June 26, 2013, as amended or replaced from time to time (including as amended by Regulation

(EU) 2019/876 of the European Parliament and of the Council of May 20, 2019, to the extent then in application) or similar laws in the
United Kingdom;

·
"The Depository Trust Company" or "DTC" shall include any successor clearing system;

·
"Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries, unless the context requires otherwise;

·
"PRA" means the Prudential Regulation Authority of the United Kingdom or such other governmental authority in the United Kingdom (or if

Barclays Bank becomes domiciled in a jurisdiction other than the United Kingdom, such other jurisdiction) having primary responsibility for
the prudential supervision of Barclays Bank; and

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

S-4
Table of Contents
SUMMARY
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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 Bank PLC

Barclays is a British universal bank with a diversified and connected portfolio of businesses,
serving retail and wholesale customers and clients globally. The Group's businesses include
consumer banking and payments operations around the world, as well as a top-tier, full
service, global consumer and investment bank. The Group operates as two divisions--the
Barclays UK division ("Barclays UK") and the Barclays International division ("Barclays

International"). These are housed in two banking subsidiaries--Barclays UK sits within
Barclays Bank UK PLC and Barclays International sits within the Issuer--which are
supported by Barclays Execution Services Limited. Barclays Execution Services Limited is
the Group-wide service company providing technology, operations and functional services to
businesses across the Group.

Barclays PLC is the ultimate holding company of the Group.

The Issuer's principal activity is to offer products and services designed for larger corporate,

wholesale and international banking clients.

The Securities We Are Offering
We are offering $1,750,000,000 aggregate principal amount of 1.700% Fixed Rate Senior
Notes due 2022.

Issue Date
May 12, 2020 (the "Issue Date").

Maturity Date
We will repay the notes at 100% of their principal amount plus accrued interest on May 12,
2022 (the "Maturity Date").

Interest Rate
The notes will bear interest at a rate of 1.700% per annum.

Interest Payment Dates
Every May 12 and November 12 in each year, commencing on November 12, 2020 and
ending on the Maturity Date (the "Interest Payment Dates" and each an "Interest Payment
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.

S-5
Table of Contents
Regular Record Dates
The close of business on 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

Payment at Maturity or upon Redemption
If the Maturity Date or date of redemption or repayment is not a Business Day, the payment
of interest and principal and/or any amount payable upon redemption or repayment of the
notes will be made on the next succeeding Business Day, but interest on that payment will
not accrue during the period from and after such Maturity Date or date of redemption or
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repayment. If the notes are redeemed, unless we default on payment of the redemption price,
interest will cease to accrue on the redemption date on the notes called for redemption.

Ranking
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations
ranking pari passu without any preference among themselves. In the event of our winding-up
or administration, 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.

Pursuant to the UK Banks and Building Societies (Priorities on Insolvency) Order 2018, the
notes will constitute ordinary non-preferential debt of the Issuer and will rank in priority to
secondary non-preferential debts and tertiary non-preferential debts. The terms "ordinary

non-preferential debt", "secondary-non preferential debt" and "tertiary non-preferential
debt" shall have the meanings given to each of them in such Order and any other law or
regulation applicable to the Issuer which is amended by such Order, as each may be amended
or replaced from time to time.

Optional Redemption
Subject to the provisions described under " --Notice of Redemption" below, we may redeem,
at our option, in whole but not in part, the notes then outstanding on April 12, 2022 (one
month prior to the Maturity Date), at an amount equal to 100% of their principal amount
together with accrued but unpaid interest, if any, on the principal amount of the notes to be
redeemed to (but excluding) such redemption date.

Unless we default on payment of the redemption price, interest will cease to accrue on the

redemption date on the notes called for redemption.

S-6
Table of Contents
Tax Redemption
We may also, at our option, at any time, redeem the notes, in whole but not in part, if (A) we
are required to issue definitive certificated notes in the events described under the section
entitled "Global Securities--Special Situations When a Global Security Will Be Terminated"
in the accompanying prospectus and, as a result, we are or would be required to pay
Additional Amounts (as defined below); or (B) we determine that a Tax Event (as defined
below) occurred, on the terms and subject to the conditions set forth below under
"Description of Senior Notes Tax Redemption" Any redemption of notes pursuant to the
provisions described herein under " --Tax Redemption" will also be subject to the provisions
described under " --Notice of Redemption" below.

Subsequent Repurchases
We or any member of the Group may purchase or otherwise acquire any outstanding notes at
any price in the open market or otherwise.

Agreement with Respect to the Exercise of U.K.
Notwithstanding any other agreements, arrangements, or understandings between us and any
Bail-in Power
holder or beneficial owner of the notes, by acquiring the notes, each holder and beneficial
owner of the notes acknowledges, accepts, agrees to be bound by, and consents to, the
exercise of any U.K. Bail-in Power by the Relevant U.K. Resolution Authority 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 or beneficial owner of the notes
of 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. For more information, see the section entitled "Description of Debt Securities
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--Agreement with Respect to the Exercise of U.K. Bail-in Power" in the accompanying
prospectus.

No 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.

S-7
Table of Contents
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, Denominations, Settlement andWe will issue the notes in fully registered form in denominations of $200,000 and integral
Clearance
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 definitive certificated notes except in limited circumstances that we explain

under "Global 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., the Sole Structuring Adviser and Sole Bookrunner is an affiliate of the
Issuer and, as such, is deemed to have 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.

CUSIP
06739G CR8

ISIN
US06739GCR83

Common Code
217272211

Listing and Trading
We will apply to list the notes on the NYSE under the symbol "BCS22A".

Trustee and Paying Agent
The Bank of New York Mellon, 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 May 12, 2020.

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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. There is no
limitation on the amount of notes or other debt securities that we may issue under the
Indenture.

Use of Proceeds
We intend to use the proceeds of the offering for general corporate purposes of the Issuer
and its subsidiaries and/or the Group.

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

Risk Factors
Investing in the notes offered under this prospectus supplement involves risk. For a
discussion of certain risks that should be considered in connection with an investment in the
notes, see "Risk Factors" beginning on page S-10 of this prospectus supplement and "Risk
Review--Material existing and emerging risks" on pages 28-36 of the 2019 Form 20-F.

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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 and our 2019 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 and you should evaluate (either alone or with the help of a
financial adviser) possible scenarios for economic interest rate and other factors that may affect an investment in the notes and your ability to bear the loss
of all or a portion of your investment. 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.
Capitalized terms used in this section but not otherwise defined are defined in "Description of Senior Notes" below.
Risks relating to the Issuer
Risks relating to business conditions, general economy and geopolitical issues
The Group's operations are subject to potentially unfavourable global and local economic and market conditions, as well as geopolitical
developments, which may have a material effect on the Group's business, results of operations, financial condition and prospects.
A deterioration in global or local economic and market conditions may lead to (among other things): (i) deteriorating business, consumer or
investor confidence and lower levels of fixed asset investment and productivity growth, which in turn may lead to lower client activity, including lower
demand for borrowing from creditworthy customers; (ii) higher default rates, delinquencies, write-offs and impairment charges as borrowers struggle with
the burden of additional debt; (iii) subdued asset prices and payment patterns, including the value of any collateral held by the Group; (iv) mark-to-market
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losses in trading portfolios resulting from changes in factors such as credit ratings, share prices and solvency of counterparties; and (v) revisions to
calculated expected credit losses ("ECLs") leading to increases in impairment allowances. In addition, the Group's ability to borrow from other financial
institutions or raise funding from external investors may be affected by deteriorating economic conditions and market disruption.
Geopolitical events may lead to further financial instability and affect economic growth. In particular:

·
In the U.K., the decision to leave the EU may give rise to further economic and political consequences including for investment and market

confidence in the U.K. and the remainder of EU.

·
A significant proportion of the Group's portfolio is located in the United States, including a major credit card portfolio and a range of

corporate and investment banking exposures. The possibility of significant continued changes in United States policy in certain sectors
(including trade, healthcare and commodities), may have an impact on the Group's associated portfolios. Stress in the United States

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economy, weakening gross domestic product ("GDP") and the associated exchange rate fluctuations, heightened trade tensions (such as the

current dispute between the United States and China), an unexpected rise in unemployment and/or an increase in interest rates could lead to
increased levels of impairment, resulting in a negative impact on the Group's profitability.

·
Global GDP growth weakened in 2019, as elevated policy uncertainty weighed on manufacturing activity and investment. As a result, a
number of central banks, most notably the Federal Reserve and European Central Bank, pursued monetary easing. Whilst the direct and
indirect impact of the COVID-19 pandemic remains uncertain, a number of central banks and governments have announced financial
stimulus packages in anticipation of a very significant negative impact on GDP during 2020. Concerns remain as to whether these policy

tools will counter anticipated macro-economic risks and a prolongation of the outbreak could significantly adversely affect economic growth,
affect specific industries or countries or affect the Group's employees and business operations in affected countries. In addition, an escalation
in geopolitical tensions, increased use of protectionist measures or a disorderly withdrawal from the EU may negatively impact the Group's
business in the affected regions.

·
In China the pace of credit growth remains a concern, given the high level of leverage and despite government and regulatory action. A
stronger than expected slowdown could result if authorities fail to appropriately manage growth during the transition from manufacturing

towards services and the end of the investment and credit-led boom. Deterioration in emerging markets could affect the Group if it results in
higher impairment charges via sovereign or counterparty defaults.
Risks relating to the impact of COVID-19
The COVID-19 pandemic has had, and continues to have, a material impact on businesses around the world and the economic environments
in which they operate. There are a number of factors associated with the pandemic and its impact on global economies that could have a material adverse
effect on (among other things) the profitability, capital and liquidity of financial institutions such as Barclays Bank PLC.
The COVID-19 pandemic has caused disruption to the Barclays Bank Group's customers, suppliers and staff globally. A number of
jurisdictions in which the Barclays Bank Group operates have implemented severe restrictions on the movement of their respective populations, with a
resultant significant impact on economic activity in those jurisdictions. These restrictions are being determined by the governments of individual
jurisdictions (including through the implementation of emergency powers) and impacts (including the timing of implementation and any subsequent lifting
of restrictions) may vary from jurisdiction to jurisdiction. It remains unclear how this will evolve through 2020 and the Barclays Bank Group continues to
monitor the situation closely. However, despite the COVID-19 contingency plans established by the Barclays Bank Group, its ability to conduct business
may be adversely affected by disruptions to its infrastructure, business processes and technology services, resulting from the unavailability of staff due to
illness or the failure of third parties to supply services. This may cause significant customer detriment, costs to reimburse losses incurred by the Barclays
Bank Group's customers, and reputational damage.
In many of the jurisdictions in which the Barclays Bank Group operates, schemes have been initiated by central banks and national
governments to provide financial support to parts of the economy most impacted by the COVID-19 pandemic. The details of how these schemes will
operate, the impact on the Barclays Bank Group's customers and therefore the impact on the Barclays Bank Group remain uncertain at this stage. However,
certain actions (such as the introduction of mortgage payment holidays or the cancellation of fees associated with certain products) may negatively impact
the effective interest rate earned on certain of the Barclays Bank Group's portfolios and lower fee income being earned on certain products. Lower interest
rates globally will negatively impact net interest income earned on certain of the Barclays Bank Group's portfolios. Both of these factors may in turn
negatively impact the Barclays Bank Group's profitability. Furthermore, the introduction of, and participation in, central-bank supported loan schemes and
other financing schemes introduced as a result of the COVID-19 pandemic may negatively impact the Barclays Bank Group's risk weighted assets
("RWAs"), level of impairment and, in turn, capital position.

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The actions taken by various governments and central banks, in particular in the United Kingdom and the United States, may indicate a view
on the potential severity of any economic downturn and post recovery environment, which from a commercial, regulatory and risk perspective could be
significantly different to past crises and persist for a prolonged period. An immediate financial impact in the first half of 2020 will be higher ECLs driven
by a change in the economic scenarios used to calculate ECLs. The COVID-19 pandemic has led to a weakening in GDP in many of the jurisdictions in
which the Barclays Bank Group operates and higher unemployment in those same jurisdictions. Accordingly, the probability of a more adverse economic
scenario for at least the short term is substantially higher than at December 31, 2019 and GDP and unemployment are two of the factors that affect the
modelling of ECLs by the Group. The economic environment remains uncertain and future impairment charges may be subject to further volatility
(including from changes to macroeconomic variable forecasts) depending on the longevity of the COVID-19 pandemic and related containment measures,
as well as the longer term effectiveness of central bank, government and other support measures. In addition, ECLs may be adversely impacted by increased
levels of default for single name exposures in certain sectors directly impacted by the COVID-19 pandemic (such as the oil and gas, retail, airline, and
hospitality and leisure sectors).
Furthermore, the Barclays Bank Group relies on models to support a broad range of business and risk management activities, including
informing business decisions and strategies, measuring and limiting risk, valuing exposures (including the calculation of impairment), conducting stress
testing and assessing capital adequacy. Models are, by their nature, imperfect and incomplete representations of reality because they rely on assumptions
and inputs, and so they may be subject to errors affecting the accuracy of their outputs and/or misused. This may be exacerbated when dealing with
unprecedented scenarios, such as the COVID-19 pandemic, due to the lack of reliable historical reference points and data. For further details on model risk,
refer to page 42 of Barclays Bank PLC's 2019 20-F.
Should the COVID-19 pandemic continue to cause disruption to economic activity globally through 2020, there could be adverse impacts on
the Barclays Bank Group's other assets such as goodwill and intangibles, and the value of Barclays Bank PLC's investments in subsidiaries. There could
also be further impacts on the Barclays Bank Group's income due to lower lending and transaction volumes due to volatility or weakness in the capital
markets. Other potential risks include credit rating migration which could negatively impact the Barclays Bank Group's RWAs and capital position, and
potential liquidity stress due to (among other things) increased customer drawdowns, notwithstanding the significant initiatives that governments and
central banks have put in place to support funding and liquidity. Furthermore, a significant increase in the utilisation of credit cards by customers could
have a negative impact on the Barclays Bank Group's RWAs and capital position.
Central bank and government actions and support measures taken in response to the COVID-19 pandemic may also create restrictions in
relation to capital. Government restrictions may further limit management's flexibility in managing the business and taking action in relation to capital
distributions and capital allocation. Any and all such events mentioned above could have a material adverse effect on the Barclays Bank Group's business,
financial condition, results of operations, prospects, liquidity, capital position and credit ratings (including potential credit rating agency changes of
outlooks or ratings), as well as on the Barclays Bank Group's customers, employees and suppliers.
Risks relating to the notes
We may redeem the notes at our option in certain situations.
We may, at our option, redeem the notes then outstanding, in whole but not in part, on April 12, 2022 (one month prior to the Maturity
Date), on the terms set forth under "Description of Senior Notes--Optional Redemption ." We may also, at our option, at any time, redeem the notes upon
the occurrence of certain events related to taxation on the terms described below under "Description of Senior Notes--Tax Redemption ." We may choose
to redeem the notes at times when prevailing interest rates may be relatively low or in other

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circumstances favorable to us. In such circumstances an investor may not be able to reinvest the redemption proceeds in a comparable security at an
effective interest rate as high as that of the notes. Furthermore, you will not have the right to require us to redeem the notes and you should not invest in the
notes in the expectation that we would exercise our option to redeem the notes. Any decision by us as to whether we will exercise our option to redeem the
notes will be taken at our absolute discretion with regard to factors such as, but not limited to, the economic impact of exercising such option to redeem
the notes, any tax consequences, the regulatory requirements and the prevailing market conditions. Holders of the notes should be aware that they may be
required to bear the financial risks of an investment in the notes until maturity.
There is no restriction on the amount or type of further securities or indebtedness that we or our subsidiaries may issue, incur or guarantee.
Subject to complying with applicable regulatory requirements in respect of the Group's leverage and capital ratios, 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. The issue or guaranteeing of any such further securities or indebtedness may reduce the amount recoverable by holders of the
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