Bond Barclay PLC 0% ( US06747F7969 ) in USD

Barclay PLC

100 % ▲

United Kingdom

US06747F7969 ( in USD )

27/01/2023 - Bond has expired

Prospectus brochure of the bond Barclays PLC US06747F7969 in USD 0%, expired

1 000 USD

6 915 000 USD

06747F796

N/A

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 US06747F7969, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Bond maturity is 27/01/2023

424B2 1 dp119694_424b2-2864ms.htm FORM 424B2
January 2020
Registration Statement No. 333-232144
Pricing Supplement dated January 24, 2020
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. Equities
Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s
Unlike conventional debt securities, the securities do not guarantee the payment of interest or any return of principal at maturity.
Instead, the securities offer the opportunity for investors to receive a contingent quarterly payment equal to 2.00% of the stated
principal amount with respect to each quarterly determination date on which the closing price of the underlier is greater than or
equal to 80% of the initial underlier value, which we refer to as the downside threshold level. If the closing price of the underlier is
greater than or equal to the initial underlier value on any determination date (other than the final determination date), the securities
will be automatically redeemed for an amount per security equal to the stated principal amount plus the contingent quarterly
payment otherwise due. However, if on any determination date the closing price of the underlier is less than the initial underlier
value, the securities will not be redeemed and if that closing price is less than the downside threshold level, investors will not
receive any contingent quarterly payment for the related quarterly period. If the securities are not redeemed prior to maturity and
the final underlier value is greater than or equal to the downside threshold level, the payment at maturity due on the securities will
be equal to the stated principal amount plus the contingent quarterly payment otherwise due. However, if the securities are not
redeemed prior to maturity and the final underlier value is less than the downside threshold level, at maturity investors will lose 1%
of the stated principal amount for every 1% that the final underlier value is less than the initial underlier value. Under these
circumstances, the amount investors receive will be less than 80% of the stated principal amount and could be zero. The securities
are for investors who are willing and able to risk their principal and forgo guaranteed interest payments, in exchange for the
opportunity to receive contingent quarterly payments at a potentially above-market rate, subject to automatic early redemption.
Investors will not participate in any appreciation of the underlier even though investors will be exposed to the depreciation in the
value of the underlier if the securities have not been redeemed prior to maturity and the final underlier value is less than the
downside threshold level. I nve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. T he se c urit ie 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 se c urit ie 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 5 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 se c urit ie 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 * :
Amazon.com, Inc. common stock (Bloomberg ticker symbol "AMZN UW<Equity>") (the "underlier")
Aggre ga t e princ ipa l
$6,914,780
a m ount :
St a t e d princ ipa l
$10 per security
a m ount :
I nit ia l issue pric e :
$10 per security (see "Commissions and initial issue price" below)
Pric ing da t e :
January 24, 2020
Origina l issue da t e :
January 29, 2020
M a t urit y da t e * :
January 27, 2023
Aut om a t ic e a rly
If, on any determination date other than the final determination date, the closing price of the underlier is
re de m pt ion:
greater than or equal to the initial underlier value, the securities will be automatically redeemed for an
early redemption payment on the contingent payment date immediately following that determination date.
T he se c urit ie s w ill not be re de e m e d e a rly if t he c losing pric e of t he unde rlie r is le ss
t ha n t he init ia l unde rlie r va lue on t he re la t e d de t e rm ina t ion da t e . N o furt he r pa ym e nt s
w ill be m a de on t he se c urit ie s a ft e r t he y ha ve be e n re de e m e d.
Ea rly re de m pt ion
The early redemption payment will be an amount per security equal to (i) the stated principal amount
pa ym e nt :
plus (ii) the contingent quarterly payment otherwise due.
Cont inge nt qua rt e rly
· If, on any determination date, the closing price of the underlier is greater than or equal to the
pa ym e nt :
downside threshold level, we will pay a contingent quarterly payment of $0.20 (2.00% of the stated
principal amount) per security on the related contingent payment date.
· If, on any determination date, the closing price of the underlier is less than the downside threshold
https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

level, no contingent quarterly payment will be made with respect to that determination date.
Pa ym e nt a t m a t urit y: If the securities are not redeemed prior to maturity, you will receive on the maturity date a cash payment
per security determined as follows:
· If the final underlier value is greater than or equal to the downside threshold level:
(i) stated principal amount plus (ii) the contingent quarterly payment otherwise due
· If the final underlier value is less than the downside threshold level:
stated principal amount × underlier performance factor
Under these circumstances, the payment at maturity will be less than the stated principal amount
of $10 and will represent a loss of more than 20%, and possibly all, of an investor's initial
investment. Investors may lose their entire initial investment in the securities. Any payment on
the securities, 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 or beneficial owner of the securities, by acquiring the securities, each holder and
beneficial owner of the securities 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 5 of this document.
Dow nside t hre shold
$1,489.312, which is equal to 80% of the initial underlier value (rounded to three decimal places)
le ve l* :
I nit ia l unde rlie r
$1,861.64, which is the closing price of the underlier on the pricing date
va lue * :
Fina l unde rlie r
The closing price of the underlier on the final determination date
va lue * :

(terms continued on the next page)
Com m issions a nd init ia l
I nit ia l issue
Pric e t o public (1)
Age nt 's
Proc e e ds t o issue r
issue pric e :
pric e (1)
c om m issions
$0.20(2)
Pe r se c urit y
$10
$10
$9.75
$0.05(3)
T ot a l
$6,914,780.00
$6,914,780.00
$172,869.50
$6,741,910.50

(1 ) Our e st im a t e d va lue of t he se c urit ie 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 .7 2 1 pe r se c urit y. 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 se c urit ie 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 Se c urit ie s" on pa ge 4 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 .2 0 for e a c h se c urit y 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 se c urit y.
One or more of our affiliates may purchase up to 15% of the aggregate principal amount of the securities and hold such securities
for investment for a period of at least 30 days. Accordingly, the total principal amount of the securities 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
securities available for secondary trading and, therefore, could adversely affect the price of the securities 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 se c urit ie 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 2 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 a nd prospe c t us 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 se c urit ie 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 se c urit ie 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 se c urit ie 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 se c urit ie 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 se c urit ie s c onst it ut e our unse c ure d a nd unsubordina t e d obliga t ions. T he se c urit ie 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
https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

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 August 1 , 2 0 1 9
Prospe c t us Supple m e nt da t e d August 1 , 2 0 1 9

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

Terms continued from previous page:
U nde rlie r
final underlier value / initial underlier value
pe rform a nc e fa c t or:
De t e rm ina t ion
April 24, 2020, July 24, 2020, October 26, 2020, January 25, 2021, April 26, 2021, July 26, 2021,
da t e s :
October 25, 2021, January 24, 2022, April 25, 2022, July 25, 2022, October 24, 2022 and January 24,
2023. We also refer to January 24, 2023 as the final determination date.
Cont inge nt pa ym e nt April 29, 2020, July 29, 2020, October 29, 2020, January 28, 2021, April 29, 2021, July 29, 2021,
da t e s :
October 28, 2021, January 27, 2022, April 28, 2022, July 28, 2022, October 27, 2022 and the maturity
date
Closing pric e * :
Closing price has the meaning set forth under "Reference Assets--Equity Securities--Special
Calculation 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 :
06747F796 / US06747F7969
List ing:
The securities will not be listed on any securities exchange.
Se le c t e d de a le r:
Morgan Stanley Wealth Management ("MSWM")
* In the case of certain corporate events related to the underlier, the calculation agent may adjust any variable, including but not
limited to, the underlier, initial underlier value, final underlier value, downside threshold level and closing price of the underlier if
the calculation agent determines that the event has a diluting or concentrative effect on the theoretical value of the shares of the
underlier. The calculation agent may accelerate the maturity date upon the occurrence of certain reorganization events and
additional adjustment events. For more information, see "Reference Assets--Equity Securities--Share Adjustments Relating to
Securities with an Equity Security as a Reference Asset" in the accompanying prospectus supplement.
Each determination date may be postponed if that determination date is not a scheduled trading day or if a market disruption
event occurs on that determination date as described under "Reference Assets--Equity Securities--Market Disruption Events for
Securities with an Equity Security as a Reference Asset" in the accompanying prospectus supplement. In addition, a contingent
payment date and/or the maturity date will be postponed if that day is not a business day or if the relevant determination date is
postponed as described under "Terms of the Notes--Payment Dates" in the accompanying prospectus supplement.

Ba rc la ys Ca pit a l I nc .

January 2020
Page 2

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

Additional Terms of the Securities

You should read this document together with the prospectus dated August 1, 2019, as supplemented by the prospectus
supplement dated August 1, 2019 relating to our Global Medium-Term Notes, Series A, of which the securities are a part. This
document, together with the documents listed below, contains the terms of the securities 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 under "Risk Factors" in the prospectus supplement, as the
securities 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 securities.
https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

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 August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000119312519210880/d756086d424b3.htm

Prospectus supplement dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010190/dp110493_424b2-prosupp.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.

January 2020
Page 3

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

Additional Information Regarding Our Estimated Value of the Securities

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 securities 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 securities on the pricing date is less than the initial issue price of the securities. The difference between
the initial issue price of the securities and our estimated value of the securities 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 securities, the estimated cost that we may incur in hedging our obligations under the securities, and
estimated development and other costs that we may incur in connection with the securities.

Our estimated value on the pricing date is not a prediction of the price at which the securities may trade in the secondary market,
nor will it be the price at which Barclays Capital Inc. may buy or sell the securities 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 securities 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 securities 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 securities because, in our discretion, we may elect to
effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the securities and other costs in
connection with the securities that we will no longer expect to incur over the term of the securities. 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 securities and/or any agreement we may have with the distributors of the securities. 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
securities 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 2 of t his doc um e nt .

January 2020
Page 4
https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

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 or
be ne fic ia l ow ne r of t he se c urit ie s, by a c quiring t he se c urit ie s, e a c h holde r a nd be ne fic ia l ow ne r of t he
se c urit ie 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 a 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
securities; (ii) the conversion of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the
securities into shares or other securities or other obligations of Barclays Bank PLC or another person (and the issue to, or conferral
on, the holder or beneficial owner of the securities such shares, securities or obligations); and/or (iii) the amendment or alteration of
the maturity of the securities, or amendment of the amount of interest or any other amounts due on the securities, 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 securities solely to give effect to the exercise by the relevant
U.K. resolution authority of such U.K. Bail-in Power. Each holder and beneficial owner of the securities further acknowledges and
agrees that the rights of the holders or beneficial owners of the securities 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 or beneficial owners of the securities 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 .
re solut ion a ut horit y" in t he a c c om pa nying prospe c t us supple m e nt .

January 2020
Page 5

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

Investment Summary

Cont inge nt I nc om e Aut o -Ca lla ble Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

The Contingent Income Auto-Callable Securities due January 27, 2023 Based on the Performance of the Common Stock of
Amazon.com, Inc., which we refer to as the securities, provide an opportunity for investors to receive a contingent quarterly
payment, which is an amount equal to $0.20 (2.00% of the stated principal amount), with respect to each quarterly determination
date on which the closing price of the underlier is greater than or equal to 80% of the initial underlier value, which we refer to as
the downside threshold level. However, if the closing price of the underlier is less than the downside threshold level on a
determination date, investors will not receive any contingent quarterly payment for that determination date. The closing price of the
underlier could be below the downside threshold level on most or all of the determination dates so that you receive few or no
contingent quarterly payments over the term of the securities.

If the closing price of the underlier is greater than or equal to the initial underlier value on any determination date other than the
final determination date, the securities will be automatically redeemed for an early redemption payment equal to the stated principal
amount plus the contingent quarterly payment otherwise due. If the securities are automatically redeemed prior to maturity,
investors will receive no further contingent quarterly payments. If the securities have not previously been redeemed and the final
underlier value is greater than or equal to the downside threshold level, the payment at maturity will also be the stated principal
amount plus the contingent quarterly payment otherwise due. However, if the securities have not previously been redeemed and
the final underlier value is less than the downside threshold level, investors will lose 1% of the stated principal amount for every
1% that the final underlier value is less than the initial underlier value. Under these circumstances, the amount investors receive
will be less than 80% of the stated principal amount and could be zero. Investors in the securities must be willing and able to
accept the risk of losing their entire initial investment and also the risk of not receiving any contingent quarterly payment throughout
the entire term of the securities. In addition, investors will not participate in any appreciation of the underlier.

Key Investment Rationale

The securities are for investors who are willing and able to risk their principal and forgo guaranteed interest payments, in exchange
for the opportunity to receive contingent quarterly payments at a potentially above-market rate, subject to automatic early
redemption. The securities offer investors an opportunity to receive a contingent quarterly payment of $0.20 (2.00% of the stated
principal amount) with respect to each determination date on which the closing price of the underlier is greater than or equal to the
downside threshold level. In addition, the following scenarios reflect the potential payment on the securities, if any, upon an
automatic early redemption or at maturity:

Sc e na rio 1
On a ny de t e rm ina t ion da t e ot he r t ha n t he fina l de t e rm ina t ion da t e , t he c losing pric e of t he
unde rlie r is greater than or equal to t he init ia l unde rlie r va lue .

The securities will be automatically redeemed for (i) the stated principal amount plus (ii) the contingent
quarterly payment otherwise due.

Investors will not participate in any appreciation of the underlier from the initial underlier value and will
receive no further contingent quarterly payments.

Sc e na rio 2
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he fina l unde rlie r
va lue is greater than or equal to t he dow nside t hre shold le ve l.

The payment due at maturity will be (i) the stated principal amount plus (ii) the contingent quarterly
payment otherwise due.

Investors will not participate in any appreciation of the underlier from the initial underlier value.

Sc e na rio 3
T he se c urit ie s a re not a ut om a t ic a lly re de e m e d prior t o m a t urit y a nd t he fina l unde rlie r
va lue is less than t he dow nside t hre shold le ve l.

The payment due at maturity will be equal to the stated principal amount times the underlier
performance factor. In this case, at maturity, the securities pay less than 80% of the stated principal
amount and the percentage loss of the stated principal amount will be equal to the percentage
decrease in the final underlier value from the initial underlier value. For example, if the final underlier
value is 55% less than the initial underlier value, the securities will pay $4.50 per security, or 45% of
the stated principal amount, for a loss of 55% of the stated principal amount. I nve st ors w ill lose a
signific a nt port ion a nd m a y lose a ll of t he ir princ ipa l in t his sc e na rio.

https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

January 2020
Page 6

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

Selected Purchase Considerations

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

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

You do not anticipate that the final underlier value will be less than the downside threshold level on the final determination
date, and you are willing and able to accept the risk that, if it is, you will lose a significant portion or all of the stated
principal amount.

You do not anticipate that the closing price of the underlier will be less than the downside threshold level on any
determination date, and you are willing and able to accept the risk that, if it is, you may receive few or no contingent
quarterly payments over the term of the securities.

You are willing and able to forgo participation in any appreciation of the underlier, and you understand that any return on
your investment will be limited to the contingent quarterly payments that may be payable on the securities.

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 underlier, nor will you have any voting rights with respect to the issuer of the underlier.

You are willing and able to accept the risk that the securities may be automatically redeemed prior to scheduled maturity
and that you may not be able to reinvest your money in an alternative investment with comparable risk and yield.

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

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

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

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

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

You anticipate that the final underlier value will be less than the downside threshold level on the final determination date, or
you are unwilling or unable to accept the risk that, if it is, you will lose a significant portion or all of the stated principal
amount.

You anticipate that the closing price of the underlier will be less than the downside threshold level on one or more
https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

determination dates, or you are unwilling or unable to accept the risk that, if it is, you may receive few or no contingent
quarterly payments over the term of the securities.

You seek exposure to any upside performance of the underlier or you seek an investment with a return that is not limited to
the contingent quarterly payments that may be payable on the securities.

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 underlier.

You are unwilling or unable to accept the risk that the securities may be automatically redeemed prior to scheduled
maturity.

You seek an investment for which there will be an active secondary market and/or you are unwilling or unable to hold the
securities to maturity if they are not automatically redeemed.

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

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

January 2020
Page 7

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on the closing price of the underlier on the
determination dates.

Dia gra m # 1 : De t e rm ina t ion Da t e s Prior t o t he Fina l De t e rm ina t ion Da t e

https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

Dia gra m # 2 : Pa ym e nt a t M a t urit y I f N o Aut om a t ic Ea rly Re de m pt ion Oc c urs

For more information about the payment upon an automatic early redemption or at maturity in different hypothetical scenarios, see
"Hypothetical Examples" below.

January 2020
Page 8

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

Hypothetical Examples

The numbers appearing in the following examples may have been rounded for ease of analysis. The examples below assume that
the securities will be held until maturity or earlier redemption and do not take into account the tax consequences of an investment
in the securities. The examples below are based on the following terms:*

H ypot he t ic a l I nit ia l U nde rlie r V a lue :
$100.00
H ypot he t ic a l Dow nside T hre shold Le ve l: $80.000, which is 80% of the hypothetical initial underlier value
https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

Cont inge nt Qua rt e rly Pa ym e nt :
$0.20 (2.00% of the stated principal amount)
St a t e d Princ ipa l Am ount :
$10 per security

* Terms used for purposes of these hypothetical examples do not represent the actual initial underlier value or downside threshold
level applicable to the securities. In particular, the hypothetical initial underlier value of $100.00 used in these examples has been
chosen for illustrative purposes only and does not represent the actual initial underlier value. Please see "Amazon.com, Inc.
Overview" below for recent actual values of the underlier. The actual initial underlier value and downside threshold level applicable
to the securities are set forth on the cover page of this document.

In Examples 1 and 2, the closing price of the underlier is greater than or equal to the hypothetical initial underlier value of $100.00
on one of the determination dates prior to the final determination date. Because the closing price of the underlier is greater than or
equal to the initial underlier value on one of the determination dates prior to the final determination date, the securities are
automatically redeemed following the relevant determination date. In Examples 3 and 4, the closing price of the underlier on the
determination dates prior to the final determination date is less than the initial underlier value, and, consequently, the securities are
not automatically redeemed prior to, and remain outstanding until, maturity.

Ex a m ple 1
Ex a m ple 2
De t e rm ina t ion
Hypothetical
Contingent
Early Redemption
Hypothetical
Contingent
Early
Da t e s
Closing Price
Quarterly
Payment (per
Closing Price
Quarterly
Redemption
Payment (per
security)
Payment (per
Payment (per
security)
security)
security)
# 1
$70.00
$0
N/A
$95.00
$0.20
N/A
# 2
$100.00
--*
$10.20
$55.00
$0
N/A
# 3
N/A
N/A
N/A
$70.00
$0
N/A
# 4
N/A
N/A
N/A
$75.00
$0
N/A
# 5
N/A
N/A
N/A
$85.00
$0.20
N/A
# 6
N/A
N/A
N/A
$80.00
$0.20
N/A
# 7
N/A
N/A
N/A
$75.00
$0
N/A
# 8
N/A
N/A
N/A
$95.00
$0.20
N/A
# 9
N/A
N/A
N/A
$85.00
$0.20
N/A
# 1 0
N/A
N/A
N/A
$125.00
--*
$10.20
# 1 1
N/A
N/A
N/A
N/A
N/A
N/A
Fina l
N/A
N/A
N/A
N/A
N/A
N/A
De t e rm ina t ion
Da t e
Pa ym e nt a t
N/A
N/A
M a t urit y
* The early redemption payment includes the unpaid contingent quarterly payment with respect to the determination date on which the closing
price of the underlier is greater than or equal to the initial underlier value and the securities are redeemed as a result.

In Example 1, the securities are automatically redeemed following the second determination date, as the closing price of the
underlier on the second determination date is equal to the initial underlier value. Following the second determination date, you
receive the early redemption payment, calculated as follows:

stated principal amount + contingent quarterly payment = $10 + $0.20 = $10.20

In this example, the automatic early redemption feature limits the term of your investment to approximately 6 months and you may
not be able to reinvest at comparable terms or returns. If the securities are redeemed early, you will stop receiving contingent
quarterly payments.

January 2020
Page 9

Contingent Income Auto-Callable Securities due January 27, 2023
Ba se d on t he Pe rform a nc e of t he Com m on St oc k of Am a zon.c om , I nc .
Princ ipa l a t Risk Se c urit ie s

In Example 2, the securities are automatically redeemed following the tenth determination date, as the closing price of the underlier
https://www.sec.gov/Archives/edgar/data/312070/000095010320001199/dp119694_424b2-2864ms.htm[1/28/2020 4:51:15 PM]

Document Outline

#1">
- #1">