Bond Barclay PLC 0% ( US06747A8624 ) in USD

Barclay PLC

100 % ▲

United Kingdom

US06747A8624 ( in USD )

05/05/2026

Prospectus brochure of the bond Barclays PLC US06747A8624 en USD 0%, maturity 05/05/2026

1 000 USD

2 628 000 USD

06747A862

N/A

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 US06747A8624, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 05/05/2026

The Bond issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06747A8624, was rated A1 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

424B2 1 dp106234_424b2-2266ms.htm FORM 424B2
April 2019
Registration Statement No. 333-212571
Pricing Supplement dated April 30, 2019
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026
Unlike conventional debt securities, the notes will pay no interest. Instead, if the final underlier value is greater than the initial
underlier value, at maturity investors will receive the stated principal amount plus a supplemental redemption amount equal to
110% of the appreciation of the underlier, subject to the maximum payment at maturity. However, if the final underlier value is less
than or equal to the initial underlier value, at maturity investors will receive only the stated principal amount and will receive no
supplemental redemption amount. The notes are for investors who are concerned about principal risk but seek an equity-index-
based return, and who are willing and able to forgo current income and upside above the maximum payment at maturity in
exchange for the repayment of principal at maturity plus the potential to receive a supplemental redemption amount, if any. T he
not e s a re unse c ure d a nd unsubordina t e d de bt obliga t ions of Ba rc la ys Ba nk PLC. Any pa ym e nt on t he not e s,
inc luding a ny re pa ym e nt of princ ipa l, is subje c t t o t he c re dit w ort hine ss of Ba rc la ys Ba nk PLC a nd is not
gua ra nt e e d by a ny t hird pa rt y. I f Ba rc la ys Ba nk PLC w e re t o de fa ult on it s pa ym e nt obliga t ions or be c om e
subje c t t o t he e x e rc ise of a ny U .K . Ba il-in Pow e r (a s de sc ribe d on pa ge 4 of t his doc um e nt ) by t he re le va nt
U .K . re solut ion a ut horit y, you m ight not re c e ive a ny a m ount s ow e d t o you unde r t he not e s. Se e "Risk
Fa c t ors" a nd "Conse nt t o U .K . Ba il-in Pow e r" in t his doc um e nt a nd "Risk Fa c t ors" in t he a c c om pa nying
prospe c t us supple m e nt .
FI N AL T ERM S
I ssue r:
Barclays Bank PLC
Re fe re nc e a sse t * :
S&P 500® Index (Bloomberg ticker symbol "SPX<Index>") (the "underlier")
Aggre ga t e princ ipa l
$2,628,300
a m ount :
St a t e d princ ipa l
$10 per note
a m ount :
I nit ia l issue pric e :
$10 per note (see "Commissions and initial issue price" below)
Pric ing da t e :
April 30, 2019
Origina l issue da t e :
May 3, 2019
V a lua t ion da t e :
April 30, 2026
M a t urit y da t e :
May 5, 2026
I nt e re st :
None
Pa ym e nt a t m a t urit y: You will receive on the maturity date a cash payment per note determined as follows:
· If the final underlier value is greater than the initial underlier value:
the lesser of (a) $10 + supplemental redemption amount and (b) maximum payment at maturity
· If the final underlier value is less than or equal to the initial underlier value:
$10
In no event will the payment at maturity be less than the stated principal amount or greater than
the maximum payment at maturity. Any payment on the notes, including any repayment of
principal, is not guaranteed by any third party and is subject to (a) the creditworthiness of
Barclays Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power by the relevant U.K.
resolution authority.
U .K . Ba il-in Pow e r
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC
a c k now le dgm e nt :
and any holder of the notes, by acquiring the notes, each holder of the notes acknowledges, accepts,
agrees to be bound by and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K.
resolution authority. See "Consent to U.K. Bail-in Power" on page 4 of this document.
M a x im um pa ym e nt a t $17.50 per note (175.00% of the stated principal amount).
m a t urit y:
Supple m e nt a l
(i) $10 times (ii) the underlier return times (iii) the participation rate, provided that the supplemental
re de m pt ion a m ount : redemption amount will not be less than $0 and will be limited by the maximum payment at maturity.
Pa rt ic ipa t ion ra t e :
110%
U nde rlie r re t urn:
(final underlier value initial underlier value) / initial underlier value
I nit ia l unde rlie r
2,945.83, which is the closing level of the underlier on the pricing date
va lue :
Fina l unde rlie r va lue : The closing level of the underlier on the valuation date
Closing le ve l* :
Closing level has the meaning set forth under "Reference Assets--Indices--Special Calculation
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

Provisions" in the prospectus supplement.
Addit iona l t e rm s:
Terms used in this document, but not defined herein, will have the meanings ascribed to them in the
prospectus supplement.
CU SI P / I SI N :
06747A862 / US06747A8624
List ing:
The notes will not be listed on any securities exchange.
Se le c t e d de a le r:
Morgan Stanley Wealth Management ("MSWM")
Com m issions a nd init ia l issue
I nit ia l issue
Pric e t o public (1)
Age nt 's
Proc e e ds t o issue r
pric e :
pric e (1)
c om m issions
Pe r not e
$10
$10
$0.30 (2)
$9.65
$0.05(3)
T ot a l
$2,628,300.00
$2,628,300.00
$91,990.50
$2,536,309.50
(1 ) Our e st im a t e d va lue of t he not e s on t he pric ing da t e , ba se d on our int e rna l pric ing m ode ls, is $ 9 .3 5 7
pe r not e . T he e st im a t e d va lue is le ss t ha n t he init ia l issue pric e of t he not e s. Se e "Addit iona l
I nform a t ion Re ga rding Our Est im a t e d V a lue of t he N ot e s" on pa ge 3 of t his doc um e nt .
(2 ) M orga n St a nle y We a lt h M a na ge m e nt a nd it s fina nc ia l a dvisors w ill c olle c t ive ly re c e ive from t he a ge nt ,
Ba rc la ys Ca pit a l I nc ., a fix e d sa le s c om m ission of $ 0 .3 0 for e a c h not e t he y se ll. Se e "Supple m e nt a l Pla n
of Dist ribut ion" in t his doc um e nt .
(3 ) Re fle c t s a st ruc t uring fe e pa ya ble t o M orga n St a nle y We a lt h M a na ge m e nt by t he a ge nt or it s a ffilia t e s of
$ 0 .0 5 for e a c h not e .
* If the underlier is discontinued or if the sponsor of the underlier fails to publish the underlier, the calculation agent may select a
successor underlier or, if no successor underlier is available, will calculate the value to be used as the closing level of the
underlier. In addition, the calculation agent will calculate the value to be used as the closing level of the underlier in the event of
certain changes in or modifications to the underlier. For more information, see "Reference Assets--Indices--Adjustments Relating
to Securities with an Index as a Reference Asset" in the accompanying prospectus supplement.
The valuation date may be postponed if the valuation date is not a scheduled trading day or if a market disruption event occurs
on the valuation date as described under "Reference Assets--Indices--Market Disruption Events for Securities with an Index of
Equity Securities as a Reference Asset" in the accompanying prospectus supplement. In addition, the maturity date will be
postponed if that day is not a business day or if the valuation date is postponed as described under "Terms of the Notes--Payment
Dates" in the accompanying prospectus supplement.
One or more of our affiliates may purchase up to 15% of the aggregate principal amount of the notes and hold such notes for
investment for a period of at least 30 days. Accordingly, the total principal amount of the notes may include a portion that was not
purchased by investors on the original issue date. Any unsold portion held by our affiliate(s) may affect the supply of notes
available for secondary trading and, therefore, could adversely affect the price of the notes in the secondary market. Circumstances
may occur in which our interests or those of our affiliates could be in conflict with your interests.
I nve st ing in t he not e s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l de bt se c urit ie s. Se e
"Risk Fa c t ors" be ginning on pa ge 1 0 of t his doc um e nt a nd on pa ge S -7 of t he prospe c t us supple m e nt . Y ou
should re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us, prospe c t us supple m e nt a nd inde x
supple m e nt , e a c h of w hic h c a n be a c c e sse d via t he hype rlink s be low be fore you m a k e a n inve st m e nt
de c ision.
T he not e s w ill not be list e d on a ny U .S. se c urit ie s e x c ha nge or quot a t ion syst e m . N e it he r t he U .S.
Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or
disa pprove d of t he not e s or de t e rm ine d t ha t t his doc um e nt is t rut hful or c om ple t e . Any re pre se nt a t ion t o
t he c ont ra ry is a c rim ina l offe nse .
We m a y use t his doc um e nt in t he init ia l sa le of t he not e s. I n a ddit ion, Ba rc la ys Ca pit a l I nc . or a not he r of our
a ffilia t e s m a y use t his doc um e nt in m a rk e t re sa le t ra nsa c t ions in a ny of t he not e s a ft e r t he ir init ia l sa le .
U nle ss w e or our a ge nt inform s you ot he rw ise in t he c onfirm a t ion of sa le , t his doc um e nt is be ing use d in a
m a rk e t re sa le t ra nsa c t ion.
T he not e s c onst it ut e our unse c ure d a nd unsubordina t e d obliga t ions. T he not e s a re not de posit lia bilit ie s of
Ba rc la ys Ba nk PLC a nd a re not c ove re d by t he U .K . Fina nc ia l Se rvic e s Com pe nsa t ion Sc he m e or insure d by
t he U .S. Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or de posit insura nc e
a ge nc y of t he U nit e d St a t e s, t he U nit e d K ingdom or a ny ot he r jurisdic t ion.
Prospe c t us da t e d M a rc h 3 0 , 2 0 1 8
Prospe c t us Supple m e nt da t e d
I nde x Supple m e nt da t e d J uly 1 8 ,
J uly 1 8 , 2 0 1 6
2 0 1 6

Ba rc la ys Ca pit a l I nc .

https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026

Additional Terms of the Notes

You should read this document together with the prospectus dated March 30, 2018, as supplemented by the prospectus
supplement dated July 18, 2016 and the index supplement dated July 18, 2016 relating to our Global Medium-Term Notes, Series
A, of which the notes are a part. This document, together with the documents listed below, contains the terms of the notes and
supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative
pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational
materials of ours. You should carefully consider, among other things, the matters set forth in "Risk Factors" in the prospectus
supplement, as the notes involve risks not associated with conventional debt securities. We urge you to consult your investment,
legal, tax, accounting and other advisors before you invest in the notes.

When you read the prospectus supplement and the index supplement, note that all references to the prospectus dated July 18,
2016, or to any sections therein, should refer instead to the accompanying prospectus dated March 30, 2018, or to the
corresponding sections of that prospectus.

You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing
our filings for the relevant date on the SEC website):

Prospectus dated March 30, 2018:
http://www.sec.gov/Archives/edgar/data/312070/000119312518103150/d561709d424b3.htm

Prospectus supplement dated July 18, 2016:
http://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

Index supplement dated July 18, 2016:
http://www.sec.gov/Archives/edgar/data/312070/000110465916133002/a16-14463_22424b3.htm

Our SEC file number is 1-10257 and our Central Index Key, or CIK, on the SEC website is 0000312070. As used in this document,
"we," "us" and "our" refer to Barclays Bank PLC.

In connection with this offering, Morgan Stanley Wealth Management is acting in its capacity as a selected dealer.

April 2019
Page 2

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026

Additional Information Regarding Our Estimated Value of the Notes

Our internal pricing models take into account a number of variables and are based on a number of subjective assumptions, which
may or may not materialize, typically including volatility, interest rates and our internal funding rates. Our internal funding rates
(which are our internally published borrowing rates based on variables, such as market benchmarks, our appetite for borrowing and
our existing obligations coming to maturity) may vary from the levels at which our benchmark debt securities trade in the secondary
market. Our estimated value on the pricing date is based on our internal funding rates. Our estimated value of the notes might be
lower if such valuation were based on the levels at which our benchmark debt securities trade in the secondary market.

Our estimated value of the notes on the pricing date is less than the initial issue price of the notes. The difference between the
initial issue price of the notes and our estimated value of the notes results from several factors, including any sales commissions to
be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees to be allowed
or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with
structuring the notes, the estimated cost that we may incur in hedging our obligations under the notes, and estimated development
and other costs that we may incur in connection with the notes.

Our estimated value on the pricing date is not a prediction of the price at which the notes may trade in the secondary market, nor
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

will it be the price at which Barclays Capital Inc. may buy or sell the notes in the secondary market. Subject to normal market and
funding conditions, Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the notes in the secondary market
but it is not obligated to do so.

Assuming that all relevant factors remain constant after the pricing date, the price at which Barclays Capital Inc. may initially buy or
sell the notes in the secondary market, if any, and the value that we may initially use for customer account statements, if we
provide any customer account statements at all, may exceed our estimated value on the pricing date for a temporary period
expected to be approximately 40 days after the initial issue date of the notes because, in our discretion, we may elect to effectively
reimburse to investors a portion of the estimated cost of hedging our obligations under the notes and other costs in connection with
the notes that we will no longer expect to incur over the term of the notes. We made such discretionary election and determined
this temporary reimbursement period on the basis of a number of factors, which may include the tenor of the notes and/or any
agreement we may have with the distributors of the notes. The amount of our estimated costs that we effectively reimburse to
investors in this way may not be allocated ratably throughout the reimbursement period, and we may discontinue such
reimbursement at any time or revise the duration of the reimbursement period after the initial issue date of the notes based on
changes in market conditions and other factors that cannot be predicted.

We urge you t o re a d "Risk Fa c t ors" be ginning on pa ge 1 0 of t his doc um e nt .

April 2019
Page 3

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026

Consent to U.K. Bail-in Power

N ot w it hst a nding a ny ot he r a gre e m e nt s, a rra nge m e nt s or unde rst a ndings be t w e e n us a nd a ny holde r of t he
not e s, by a c quiring t he not e s, e a c h holde r of t he not e s a c k now le dge s, a c c e pt s, a gre e s t o be bound by a nd
c onse nt s t o t he e x e rc ise of, a ny U .K . Ba il-in Pow e r by t he re le va nt U .K . re solut ion a ut horit y.

Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in
circumstances in which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions
include that a U.K. bank or investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the
"FSMA") threshold conditions for authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or,
in the case of a U.K. banking group company that is an European Economic Area ("EEA") or third country institution or investment
firm, that the relevant EEA or third country relevant authority is satisfied that the resolution conditions are met in respect of that
entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i)
the reduction or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the notes;
(ii) the conversion of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the notes into
shares or other securities or other obligations of Barclays Bank PLC or another person (and the issue to, or conferral on, the
holder of the notes such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the notes, or
amendment of the amount of interest or any other amounts due on the notes, or the dates on which interest or any other amounts
become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means
of a variation of the terms of the notes solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K.
Bail-in Power. Each holder of the notes further acknowledges and agrees that the rights of the holders of the notes are subject to,
and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution
authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders of the notes may
have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of laws
applicable in England.

For m ore inform a t ion, ple a se se e "Risk Fa c t ors--Y ou m a y lose som e or a ll of your inve st m e nt if a ny U .K .
ba il-in pow e r is e x e rc ise d by t he re le va nt U .K . re solut ion a ut horit y" in t his doc um e nt a s w e ll a s "U .K . Ba il-in
Pow e r," "Risk Fa c t ors--Risk s Re la t ing t o t he Se c urit ie s Ge ne ra lly--Re gula t ory a c t ion in t he e ve nt a ba nk or
inve st m e nt firm in t he Group is fa iling or lik e ly t o fa il c ould m a t e ria lly a dve rse ly a ffe c t t he va lue of t he
se c urit ie s" a nd "Risk Fa c t ors--Risk s Re la t ing t o t he Se c urit ie s Ge ne ra lly--U nde r t he t e rm s of t he
se c urit ie s, you ha ve a gre e d t o be bound by t he e x e rc ise of a ny U .K . Ba il-in Pow e r by t he re le va nt U .K .
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

re solut ion a ut horit y" in t he a c c om pa nying prospe c t us supple m e nt .

April 2019
Page 4

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026

Investment Summary

M a rk e t -Link e d N ot e s

The Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026, which we refer to as the notes, offer 110%
participation in any positive performance of the underlier, subject to the maximum payment at maturity. The notes provide investors:

an opportunity to gain leveraged exposure for a certain range of positive performance of the underlier

the repayment of principal at maturity

110% participation in any appreciation of the underlier over the term of the notes, subject to the maximum payment at maturity
of $17.50 per note (175.00% of the stated principal amount)

no exposure to any decline of the underlier

If the final underlier value is less than or equal to the initial underlier value, the payment at maturity per note will be the stated
principal amount of $10. Any payment on the notes, including the repayment of principal, is subject to the credit risk of Barclays
Bank PLC and to the exercise of any U.K. Bail-in Power by U.K. resolution authorities.

M a t urit y:
Approximately 7 years
Pa rt ic ipa t ion ra t e :
110%
M a x im um pa ym e nt a t
$17.50 per note (175.00% of the stated principal amount)
m a t urit y:
I nt e re st :
None

Key Investment Rationale

The notes offer leveraged exposure to any positive performance of the underlier, subject to the maximum payment at maturity, and
provide for the repayment of the principal amount at maturity.

The final underlier value is greater than the initial underlier value. In this case, at
maturity, the notes pay the stated principal amount of $10 plus a return equal to
U pside Sc e na rio
110% of the underlier return, subject to the maximum payment at maturity of $17.50
per note (175.00% of the stated principal amount).
Pa r Sc e na rio
The final underlier value is less than or equal to the initial underlier value. In this
case, at maturity, the notes pay the stated principal amount of $10 per note.

April 2019
Page 5

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

Selected Purchase Considerations

The notes are not suitable for all investors. The notes may be a suitable investment for you if all of the following statements are
true:

You do not seek an investment that produces periodic interest or coupon payments or other sources of current income.

You anticipate that the final underlier value will be greater than the initial underlier value, and you are willing and able to
accept the risk that, if it is not, you will not receive a positive return on your initial investment.

You seek an investment that provides for the full repayment of principal at maturity.

You understand and accept that any potential return on the notes is limited by the maximum payment at maturity.

You are willing and able to accept the risks associated with an investment linked to the performance of the underlier, as
explained in more detail in the "Risk Factors" section of this document.

You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of
the securities composing the underlier, nor will you have any voting rights with respect to the securities composing the
underlier.

You do not seek an investment for which there will be an active secondary market and you are willing and able to hold the
notes to maturity.

You are willing and able to assume our credit risk for all payments on the notes.

You are willing and able to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.

The notes may not be a suitable investment for you if any of the following statements are true:

You seek an investment that produces periodic interest or coupon payments or other sources of current income.

You anticipate that the final underlier value will be less than or equal to the initial underlier value, or you are unwilling or
unable to accept the risk that, if it is, you will not receive a positive return on your initial investment.

You seek an investment with uncapped exposure to any positive performance of the underlier.

You are unwilling or unable to accept the risks associated with an investment linked to the performance of the underlier, as
explained in more detail in the "Risk Factors" section of this document.

You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the securities
composing the underlier.

You seek an investment for which there will be an active secondary market and/or you are unwilling or unable to hold the
notes to maturity.

You are unwilling or unable to assume our credit risk for all payments on the notes.

You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.

You must rely on your own evaluation of the merits of an investment in the notes. You should reach a decision whether to
invest in the notes after carefully considering, with your advisors, the suitability of the notes in light of your investment objectives
and the specific information set forth in this document, the prospectus, the prospectus supplement and the index supplement.
Neither the issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the notes for investment.

April 2019
Page 6
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026

How the Notes Work
Pa yoff Dia gra m

The payoff diagram below illustrates the payment at maturity on the notes based on the following terms:

St a t e d princ ipa l a m ount :
$10 per note
Pa rt ic ipa t ion ra t e :
110%
M a x im um pa ym e nt a t
$17.50 per note (175.00% of the stated principal amount)
m a t urit y:

Pa yoff Dia gra m

Sc e na rio Ana lysis

Upside Scenario. If the final underlier value is greater than the initial underlier value, at maturity investors will receive the
$10 stated principal amount plus a return of 110% of the appreciation of the underlier from the initial underlier value to the final
underlier value, subject to the maximum payment at maturity. Under the terms of the notes, investors will realize the maximum
payment at maturity at a final underlier value of 168.19% of the initial underlier value.

For example, if the underlier appreciates by 10%, at maturity investors would receive a 11% return, or $11.10 per note.

If the underlier appreciates by 80.00%, investors would receive only the maximum payment at maturity of $17.50 per note,
or 175.00% of the stated principal amount.

Par Scenario. If the final underlier value is less than or equal to the initial underlier value, at maturity investors will
receive the stated principal amount of $10 per note.

For example, if the underlier depreciates by 5%, at maturity investors would receive the $10 stated principal amount per
note.

April 2019
Page 7

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

Wha t I s t he T ot a l Re t urn on t he N ot e s a t M a t urit y, Assum ing a Ra nge of Pe rform a nc e s for t he U nde rlie r?

The following table and examples illustrate the hypothetical payment at maturity and hypothetical total return at maturity on the
notes. The "total return" as used in this document is the number, expressed as a percentage, that results from comparing the
payment at maturity per $10 stated principal amount to $10.00. The table and examples set forth below assume a hypothetical
initial underlier value of 100.00 and reflect the maximum payment at maturity of $17.50 per note (175.00% of the stated principal
amount) and the participation rate of 110%. The hypothetical initial underlier value of 100.00 has been chosen for illustrative
purposes only and does not represent the actual initial underlier value. Please see "S&P 500® Index Overview" below for recent
actual values of the underlier. The actual initial underlier value is set forth on the cover page of this document. Each hypothetical
payment at maturity or total return set forth below is for illustrative purposes only and may not be the actual payment at maturity or
total return applicable to a purchaser of the notes. The numbers appearing in the following table and examples have been rounded
for ease of analysis. The table and examples below do not take into account any tax consequences from investing in the notes.

Final Underlier Value
Underlier Return
Payment at Maturity
Total Return on Notes
190.00
90.00%
$17.50
75.00%
180.00
80.00%
$17.50
75.00%
170.00
70.00%
$17.50
75.00%
168.19
68.19%
$17.50
75.00%
160.00
60.00%
$16.60
66.00%
150.00
50.00%
$15.50
55.00%
140.00
40.00%
$14.40
44.00%
130.00
30.00%
$13.30
33.00%
120.00
20.00%
$12.20
22.00%
110.00
10.00%
$11.10
11.00%
105.00
5.00%
$10.55
5.50%
100.00
0.00%
$10.00
0.00%
90.00
-10.00%
$10.00
0.00%
80.00
-20.00%
$10.00
0.00%
70.00
-30.00%
$10.00
0.00%
60.00
-40.00%
$10.00
0.00%
50.00
-50.00%
$10.00
0.00%
40.00
-60.00%
$10.00
0.00%
30.00
-70.00%
$10.00
0.00%
20.00
-80.00%
$10.00
0.00%
10.00
-90.00%
$10.00
0.00%
0.00
-100.00%
$10.00
0.00%

H ypot he t ic a l Ex a m ple s of Am ount Pa ya ble a t M a t urit y

The following examples illustrate how the payment at maturity and total return in different hypothetical scenarios are calculated.

Ex a m ple 1 : T he va lue of t he unde rlie r inc re a se s from t he init ia l unde rlie r va lue of 1 0 0 .0 0 t o a fina l unde rlie r
va lue of 1 8 0 .0 0 .

Because the final underlier value is greater than the initial underlier value, the payment at maturity is calculated as follows:

the lesser of (a) $10 + supplemental redemption amount and (b) maximum payment at maturity

= the lesser of (a) $10 + ($10 × underlier return × participation rate) and (b) $17.50

First, calculate the underlier return:

underlier return = (final underlier value initial underlier value) / initial underlier value

= (180.00 100.00) / 100.00 = 80.00%

Next, calculate the supplemental redemption amount:
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

supplemental redemption amount = $10 × underlier return × participation rate = ($10 × 80.00% × 110%) = $8.80

Because $10 plus the supplemental redemption amount of $8.80 is greater than the maximum payment at maturity, the payment at
maturity is equal to the maximum payment at maturity of $17.50 per note, representing a 75.00% total return on the notes.

April 2019
Page 8

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026

Ex a m ple 2 : T he va lue of t he unde rlie r inc re a se s from t he init ia l unde rlie r va lue of 1 0 0 .0 0 t o a fina l unde rlie r
va lue of 1 1 0 .0 0 .

Because the final underlier value is greater than the initial underlier value, the payment at maturity is calculated as follows:

the lesser of (a) $10 + supplemental redemption amount and (b) maximum payment at maturity

= the lesser of (a) $10 + ($10 × underlier return × participation rate) and (b) $17.50

First, calculate the underlier return:

underlier return = (final underlier value initial underlier value) / initial underlier value

= (110.00 100.00) / 100.00 = 10.00%

Next, calculate the supplemental redemption amount:

supplemental redemption amount = $10 × underlier return × participation rate = ($10 × 10.00% × 110%) = $1.10

Because $10 plus the supplemental redemption amount of $1.10 is less than the maximum payment at maturity, the payment at
maturity is equal to $11.10 per note, representing a 11.00% total return on the notes.

Ex a m ple 3 : T he va lue of t he unde rlie r de c re a se s from t he init ia l unde rlie r va lue of 1 0 0 .0 0 t o a fina l unde rlie r
va lue of 5 0 .0 0 .

Because the final underlier value is less than the initial underlier value, the payment at maturity is equal to the stated principal
amount of $10.00 per note. The investor does not receive any supplemental redemption amount, and the total return on the notes
is 0.00%.

April 2019
Page 9

Market-Linked Notes Based on the Value of the S&P 500® Index due May 5, 2026

Risk Factors

An investment in the notes involves significant risks. We urge you to consult your investment, legal, tax, accounting and other
advisors before you invest in the notes. Investing in the notes is not equivalent to investing directly in the underlier or any of the
securities composing the underlier. The following is a non-exhaustive list of certain key risk factors for investors in the notes. For
further discussion of these and other risks, you should read the section entitled "Risk Factors" in the prospectus supplement,
including the risk factors discussed under the following headings:

o
"Risk Factors--Risks Relating to the Securities Generally"; and
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

o
"Risk Factors--Additional Risks Relating to Securities with Reference Assets That Are Equity Securities, Indices of
Equity Securities or Exchange-Traded Funds that Hold Equity Securities."

The notes do not pay interest and may not pay more than the stated principal amount. If the final underlier
value is less than or equal to the initial underlier value, you will receive only the stated principal amount for each note you hold
at maturity and will receive no supplemental redemption amount. As the notes do not pay any interest, if the underlier does not
appreciate sufficiently over the term of the notes, the overall return on the notes (the effective yield to maturity) may be less
than the amount that would be paid on a conventional debt security of the issuer of comparable maturity. The notes have been
designed for investors who are willing to forgo market fixed or floating interest rates in exchange for a supplemental redemption
amount, if any, based on the performance of the underlier.

The appreciation potential of the notes is limited by the maximum payment at maturity. The appreciation
potential of the notes is limited by the maximum payment at maturity of $17.50 per note (175.00% of the stated principal
amount). Although the participation rate provides 110% exposure to any increase in the final underlier value as compared to
the initial underlier value, because the payment at maturity will be limited to 175.00% of the stated principal amount for the
notes, any increase in the final underlier value as compared to the initial underlier value by more than 68.19% of the initial
underlier value will not further increase the return on the notes.

Credit of issuer. The notes are unsecured and unsubordinated debt obligations of the issuer, Barclays Bank PLC, and are
not, either directly or indirectly, an obligation of any third party. Any payment to be made on the notes, including any repayment
of principal, is subject to the ability of Barclays Bank PLC to satisfy its obligations as they come due and is not guaranteed by
any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may affect the market value of the
notes and, in the event Barclays Bank PLC were to default on its obligations, you might not receive any amount owed to you
under the terms of the notes.

You may lose some or all of your investment if any U.K. Bail-in Pow er is exercised by the relevant U.K.
re solut ion a ut horit y. Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC
and any holder of the notes, by acquiring the notes, each holder of the notes acknowledges, accepts, agrees to be bound by,
and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority as set forth under "Consent to
U.K. Bail-in Power" in this document. Accordingly, any U.K. Bail-in Power may be exercised in such a manner as to result in
you and other holders of the notes losing all or a part of the value of your investment in the notes or receiving a different
security from the notes, which may be worth significantly less than the notes and which may have significantly fewer
protections than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may exercise the
U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders of the notes. The exercise
of any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the notes will not be a default or an Event of
Default (as each term is defined in the indenture) and the trustee will not be liable for any action that the trustee takes, or
abstains from taking, in either case, in accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution
authority with respect to the notes. See "Consent to U.K. Bail-in Power" in this document as well as "U.K. Bail-in Power," "Risk
Factors--Risks Relating to the Securities Generally--Regulatory action in the event a bank or investment firm in the Group is
failing or likely to fail could materially adversely affect the value of the securities" and "Risk Factors--Risks Relating to the
Securities Generally--Under the terms of the securities, you have agreed to be bound by the exercise of any U.K. Bail-in
Power by the relevant U.K. resolution authority" in the accompanying prospectus supplement.

Investing in the notes is not equivalent to investing in the underlier. Investing in the notes is not equivalent to
investing in the underlier or the securities composing the underlier. Investors in the notes will not have voting rights or rights to
receive dividends or other distributions or any other rights with respect to the securities composing the underlier.

The notes w ill not be listed on any securities exchange, and secondary trading may be limited. Barclays
Capital Inc. and other affiliates of Barclays Bank PLC intend to offer to purchase the notes in the secondary market but are not
required to do so and may cease any such market making activities at any time, without notice. Even if a secondary market
develops, it may not provide enough liquidity to allow you to trade or sell the notes easily. Because other dealers are not likely
to make a secondary market for the notes, the price, if any, at which you may be able to trade your notes is likely to depend on
the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the notes. In
addition, Barclays Capital Inc. or one or more of our other affiliates may at any time hold an unsold portion of the notes (as
described on the cover page of this document), which may inhibit the development of a secondary market for the notes. The
notes are not designed to be short-term trading instruments. Accordingly, you should be willing and able to hold your notes to
maturity.

April 2019
Page 10
https://www.sec.gov/Archives/edgar/data/312070/000095010319005803/dp106234_424b2-2266ms.htm[5/2/2019 1:37:49 PM]

Document Outline

#1">
- #1">