Obbligazione Barclay PLC 4.375% ( US06738EAN58 ) in USD

Barclay PLC

99.682 USD ▲

Regno Unito

US06738EAN58 ( in USD )

4.375% per anno ( pagato 2 volte l'anno)

11/01/2026

Prospetto opuscolo dell'obbligazione Barclays PLC US06738EAN58 en USD 4.375%, scadenza 11/01/2026

06738EAN5

BBB+ ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

12/07/2025 ( In 70 giorni )

Barclays PLC è una banca multinazionale britannica che offre una vasta gamma di servizi finanziari a clienti privati, aziende e istituzioni in tutto il mondo.

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAN58, pays a coupon of 4.375% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 11/01/2026

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAN58, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06738EAN58, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

Prospectus Supplement to Prospectus dated May 2, 2014
US$1,500,000,000 3.25% Fixed Rate Senior Notes due 2021
US$2,500,000,000 4.375% Fixed Rate Senior Notes due 2026
Barclays PLC
We, Barclays PLC (the "Issuer" or "Barclays"), are issuing $1,500,000,000 aggregate principal amount of 3.25% Fixed Rate Senior Notes due 2021 (the "2021 notes") and
$2,500,000,000 aggregate principal amount of 4.375% Fixed Rate Senior Notes due 2026 (the "2026 notes " and, together with the 2021 notes, the "notes").
From (and including) the date of issuance, interest will accrue on the notes at a rate of 3.25% per annum for the 2021 notes and at a rate of 4.375% per annum for the 2026 notes.
Interest will be payable semi-annually in arrear on January 12 and July 12 in each year, commencing on July 12, 2016.
The notes will constitute our direct, unconditional, unsecured and unsubordinated obligations and will at all times rank pari passu among themselves. In the event of a winding-up
or administration of the Issuer, the notes will rank pari passu with all our other outstanding unsecured and unsubordinated obligations, present and future, except such obligations
as are preferred by operation of law.
We may, at our option, redeem the 2021 notes and/or the 2026 notes, each, in whole but not in part, at any time at 100% of their principal amount plus accrued interest upon the
occurrence of certain tax events described in this prospectus supplement under "Description of Senior Notes--Tax Redemption."
We will apply to list the 2021 notes and the 2026 notes on the New York Stock Exchange ("NYSE") under the symbol "BCS21" and "BCS26" respectively.
By its acquisition of the notes, each holder of the notes acknowledges, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power (as defined herein)
by the relevant U.K. resolution authority (as defined herein) that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the notes
and/or 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, including by means of a variation to the terms of the notes, in each case, 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, so as to give
effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority.
For these purposes, a "U.K. Bail-in Power" is any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules or
requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in the United Kingdom in effect and
applicable in the United Kingdom to the Issuer or other members of the Group (as defined herein), including but not limited to any such laws, regulations, rules or
requirements that are implemented, adopted or enacted within the context of the European Union 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 (the "BRRD"), and/or within the
context of a U.K. resolution regime under the U.K. Banking Act 2009, as amended (the "Banking Act"), or otherwise, pursuant to which obligations of a bank, banking
group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other securities or obligations of
the obligor or any other person (and a reference to the "relevant U.K. resolution authority" is to any authority with the ability to exercise a U.K. Bail-in Power).
By its acquisition of the notes, each holder of the notes, to the extent permitted by the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"), also
waives any and all claims against the Trustee (as defined herein) for, agrees not to initiate a suit against the Trustee in respect of, and agrees that the Trustee shall not be
liable for, any action that the Trustee takes, or abstains from taking, in either case in accordance with the exercise of the U.K. Bail-in Power by the relevant U.K.
resolution authority with respect to such notes.
Investing in the notes involves risks. We encourage you to read and carefully consider this document in its entirety, in particular the risk factors beginning on page S-6 of this
prospectus supplement and risk factors in "Risk Review" on pages 84-91 of our Annual Report on Form 20-F for the year ended December 31, 2014, 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 Barclays PLC or Barclays Bank PLC and are not covered by the U.K. Financial Services Compensation Scheme or insured by the
U.S. Federal Deposit Insurance Corporation or any other governmental agency of the United States, the United Kingdom or any other jurisdiction.
2021 Notes
2026 Notes
2021 Notes
Proceeds, before
2026 Notes
Proceeds, before
2021 Notes
Underwriting
expenses, to
2026 Notes
Underwriting
expenses, to
Price to Public(1)
Compensation
Barclays PLC
Price to Public(1)
Compensation
Barclays PLC
Per note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
99.945%
0.325%
99.620%
99.512%
0.450%
99.062%
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$1,499,175,000
$4,875,000
$1,494,300,000
$2,487,800,000
$11,250,000
$2,476,550,000
(1) Plus accrued interest, if any, from and including January 12, 2016.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC"), on or about January 12, 2016.
Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including Clearstream
Banking, société anonyme ("Clearstream, Luxembourg") and Euroclear Bank S.A./N.V. ("Euroclear").
Global Coordinator
Barclays
2021 Notes
BMO Capital
Capital One
CastleOak
CAVU Securities,
Loop Capital
Mizuho
Markets
Securities
Securities, L.P.
LLC
ING
Markets
Securities
nabSecurities,
PNC Capital
Regions
Siebert Brandford
LLC
Natixis
Markets LLC
Securities LLC
Santander
Scotiabank
Shank & Co., L.L.C.
Standard Chartered
Wells Fargo
SMBC Nikko
Bank
TD Securities
US Bancorp
Securities
2026 Notes
Academy
BMO Capital
Capital One
Lebenthal Capital
MFR Securities,
Mizuho
Securities, Inc.
Markets
Securities
ING
Markets
Inc.
Securities
nabSecurities,
PNC Capital
Regions
LLC
Natixis
Markets LLC
Securities LLC
Santander
Scotiabank
SMBC Nikko
Standard Chartered
The Williams
Wells Fargo
Bank
TD Securities
Capital Group, L.P.
US Bancorp
Securities
Prospectus Supplement dated January 5, 2016

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT
Page
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-ii
Incorporation of Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-iii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-1
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-14
Description of Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-15
U.S. Federal Income Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-20
United Kingdom Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-21
Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-25
Validity of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
S-28
PROSPECTUS
Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Incorporation of Certain Documents by Reference . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
The Barclays Group . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
3
Description of Debt Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
Description of Contingent Convertible Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19
Description of Ordinary Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
30
Description of Certain Provisions Relating to Debt Securities and Contingent Convertible Securities . . . . .
32
Clearance and Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
35
Tax Considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
40
Plan of Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
57
Service of Process and Enforcement of Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Where You Can Find More Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Validity of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
61
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
62
Expenses of Issuance and Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
63

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 certain of our plans and current goals and expectations relating to the Group (as defined below). We
caution readers that no forward-looking statement is a guarantee of future performance and that actual results or
other financial condition or performance measures could differ materially from those contained in the forward-
looking statements. These forward-looking statements can be identified by the fact that they do not relate only to
historical or current facts. Forward-looking statements sometimes use words such as "may," "will," "seek,"
"continue," "aim," "anticipate," "target," "projected," "expect," "estimate," "intend," "plan," "goal," "believe,"
"achieve" or other words of similar meaning. Examples of forward-looking statements include, among others,
statements regarding our future financial position, income growth, assets, impairment charges and provisions,
business strategy, capital, leverage and other regulatory ratios, payment of dividends (including dividend pay-out
ratios), projected levels of growth in the banking and financial markets, projected costs or savings, original and
revised commitments and targets in connection with the strategic cost programme and the Group Strategy Update,
run-down of assets and businesses within Barclays Non-Core (as such unit is described in our Annual Report on
Form 20-F for the fiscal year ended December 31, 2014, filed with the U.S. Securities and Exchange Commission
(the "SEC") on March 3, 2015 (the "2014 Form 20-F")), estimates of capital expenditures and plans and objectives
for future operations, projected employee numbers and other statements that are not historical fact.
By their nature, forward-looking statements involve risk and uncertainty because they relate to future events
and circumstances. These may be affected by changes in legislation, the development of standards and
interpretations under International Financial Reporting Standards ("IFRS"), evolving practices with regard to the
interpretation and application of accounting and regulatory standards, the outcome of current and future legal
proceedings and regulatory investigations, future levels of conduct provisions, the policies and actions of
governmental and regulatory authorities, geopolitical risks and the impact of competition. In addition, factors
including (but not limited to) the following may have an effect: capital, leverage and other regulatory rules
(including with regard to the future structure of the Group) applicable to past, current and future periods; U.K.,
United States, Africa, Eurozone and global macroeconomic and business conditions; the effects of continued
volatility in credit markets; market-related risks such as changes in interest rates and foreign exchange rates;
effects of changes in valuation of credit market exposures; changes in valuation of issued securities; volatility in
capital markets; changes in credit ratings of any entities within the Group or any securities issued by such
entities; the potential for one or more countries exiting the Eurozone; the implementation of the strategic cost
programme; and the success of future acquisitions, disposals and other strategic transactions. A number of these
influences and factors are beyond our control. As a result, our actual future results, dividend payments and
capital and leverage ratios may differ materially from the plans, goals, and expectations set forth in such forward-
looking statements. The list above is not exhaustive and there are other factors that may cause our actual results
to differ materially from the forward-looking statements contained in this prospectus supplement and the
documents incorporated by reference herein. You are also advised to read carefully the risk factors set out in the
section entitled "Risk Factors" in this prospectus supplement and in our filings with the SEC including in the
2014 Form 20-F, which is available on the SEC's website at http://www.sec.gov for a discussion of certain
factors that should be considered when deciding what action to take in relation to the notes.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak
only as of the date they are made and it should not be assumed that they have been revised or updated in the light
of new information or future events. Except as required by the Prudential Regulation Authority, the Financial
Conduct Authority (the "FCA"), London Stock Exchange plc, the SEC or applicable U.S. or other law, we
expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-
looking statement contained in this prospectus supplement or the documents incorporated by reference herein to
reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances
on which any such statement is based. The reader should, however, consult any additional disclosures that we
have made or may make in documents we have filed or may file with the SEC.
S-ii

INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-195645) we have
filed with the SEC under the Securities Act. This prospectus supplement omits some information contained in the
registration statement in accordance with SEC rules and regulations. You should review the information in and
exhibits to the registration statement for further information on us and the notes. Statements in this prospectus
supplement concerning any document we have filed or will file as an exhibit to the registration statement or that
we have otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by
reference to these filings. You should review the complete document to evaluate these statements.
The SEC allows us to "incorporate by reference" much of the information we file with the SEC, which
means that we can disclose important information to you by referring you to those publicly available documents.
The information that we incorporate by reference in this prospectus supplement is an important part of this
prospectus supplement. For information on the documents we incorporate by reference in this prospectus
supplement and the accompanying prospectus, we refer you to "Incorporation of Certain Documents by
Reference" on page 2 of the accompanying prospectus. In particular, we refer you to the 2014 Form 20-F, which
is incorporated by reference into this prospectus supplement, for a discussion of our audited results of operations
and financial condition as of, and for the year ended, December 31, 2014, and to our Current Reports on Form 6-
K filed with the SEC on April 29, 2015 (Film No. 15811411), May 20, 2015 (Film No. 15878845), July 29, 2015
(Film No. 151012532) and October 29, 2015 (Film No. 151183085).
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).
For purposes of this prospectus supplement:
·
"we," "us," "our," "Barclays" and the "Issuer" refer to Barclays PLC (or any successor entity), unless
the context requires otherwise;
·
"Barclays Bank" refers to Barclays Bank PLC (or any successor entity);
·
"Group" refers to Barclays PLC (or any successor entity) and its consolidated subsidiaries;
·
"PRA" shall mean the Prudential Regulation Authority of the United Kingdom or such other
governmental authority in the United Kingdom (or if Barclays PLC becomes domiciled in a jurisdiction
other than the United Kingdom, such other jurisdiction) having primary responsibility for the
prudential supervision of Barclays PLC;
·
"US$," "$" and "U.S. dollars" shall refer to the lawful currency for the time being of the United States;
and
·
"Moody's" refers to Moody's Investors Service Ltd., "Standard & Poor's" refers to Standard & Poor's
Credit Market Services Europe Limited, and "Fitch" refers to Fitch Ratings Limited.
S-iii

SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in
conjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference therein. You should base your investment decision on a consideration of this
prospectus supplement, the accompanying prospectus and any documents incorporated by reference therein, as a
whole. Words and expressions defined in "Description of Senior Notes" below shall have the same meanings in
this summary.
General
The Issuer
Barclays PLC
Barclays PLC is the ultimate holding company of the Group, whose
principal activities are in financial services. The Group is engaged in
personal banking, credit cards, corporate and investment banking, and
wealth and investment management with an extensive international
presence in Europe, the Americas, Africa and Asia.
The Securities We Are Offering
We are offering $1,500,000,000 aggregate principal amount of 3.25%
Fixed Rate Senior Notes due 2021 and $2,500,000,000 aggregate
principal amount of 4.375% Fixed Rate Senior Notes due 2026.
Issue Date
January 12, 2016
Terms specific to the 3.25% Fixed Rate Senior Notes due 2021
Maturity Date
We will repay the 2021 notes at 100% of their principal amount plus
accrued interest on January 12, 2021.
Interest Rate
The 2021 notes will bear interest at a rate of 3.25% per annum.
CUSIP
06738E AL9
ISIN
US06738EAL92
Common Code
134421584
Listing and Trading
We will apply to list the 2021 notes on the NYSE under the
symbol "BCS21"
Terms specific to the 4.375% Fixed Rate Senior Notes due 2026
Maturity Date
We will repay the 2026 notes at 100% of their principal amount plus
accrued interest on January 12, 2026.
Interest Rate
The 2026 notes will bear interest at a rate of 4.375% per annum.
CUSIP
06738E AN5
S-1

ISIN
US06738EAN58
Common Code
134421606
Listing and Trading
We will apply to list the 2026 notes on the NYSE under the symbol
"BCS26"
The following terms apply to both the 2021 notes and the 2026 notes:
Interest Payment Dates
Every January 12 and July 12 in each year, commencing on July 12,
2016 and ending on the relevant Maturity 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. If the Maturity Date would fall on a day that is not a
Business Day, the payment of interest and principal will be made on
the next succeeding Business Day, but interest on that payment will
not accrue during the period from and after such Maturity Date.
Regular Record Dates
The Business Day immediately preceding each Interest Payment Date
(or, if the notes are held in definitive form, the 15th Business Day
preceding each Interest Payment Date).
Day Count
30/360, Following, Unadjusted
Ranking
The notes will constitute our direct, unconditional, unsecured and
unsubordinated obligations and will at all times rank pari passu
among themselves. In the event of a winding-up or administration of
the Issuer, the notes will rank pari passu with all our other
outstanding unsecured and unsubordinated obligations, present and
future, except such obligations as are preferred by operation of law.
In addition, see "Risk Factors--The Issuer is a holding company,
which means that its right to participate in the assets of any of its
subsidiaries (including those of Barclays Bank) upon the liquidation
of such subsidiaries may be subject to prior claims of some of such
subsidiary's creditors and preference shareholders."
Tax Redemption
We may, at our option, at any time, redeem the notes, in whole but
not in part, if we determine that as a result of a change in, or
amendment to, the laws or regulations of a taxing jurisdiction,
including any treaty to which the relevant taxing jurisdiction is a
party, or a change in an official application or interpretation of those
laws or regulations on or after the issue date of the notes, including a
decision of any court or tribunal which becomes effective on or after
the issue date of the notes (and, in the case of a successor entity,
which becomes effective on or after the date of that entity's
assumption of our obligations):
(a) we will or would be required to pay holders Debt Security
Additional Amounts (as defined in the accompanying
prospectus);
S-2

(b) we would not be entitled to claim a deduction in respect of any
payments in computing our taxation liabilities or the amount of
the deduction would be materially reduced; or
(c) we would not, as a result of the notes being in issue, be able to
have losses or deductions set against the profits or gains, or
profits or gains offset by the losses or deductions, of companies
with which we are or would otherwise be so grouped for
applicable United Kingdom tax purposes (whether under the
group relief system current as at the date of issue of the notes or
any similar system or systems having like effect as may from
time to time exist),
(each such change in tax law or regulation or the official application
or interpretation thereof, a "Tax Event"), at a price equal to 100% of
their principal amount, together with any accrued but unpaid interest
to (but excluding) the date fixed for redemption; provided that in the
case of each Tax Event, the consequences of the Tax Event cannot be
avoided by us taking reasonable measures available to us. Any
redemption as a result of a Tax Event will also be subject to the
provisions described under "Notice of Redemption" below.
Notice of Redemption
Any redemption of the notes shall be subject to our giving not less
than thirty (30) days', nor more than sixty (60) days', prior notice to
the holders of such notes via DTC or the relevant clearing system(s)
(or, if the notes are held in definitive form, to the holders at their
addresses shown on the register for the notes) (such notice being
irrevocable except in the limited circumstances described in the
following paragraph) specifying our election to redeem the notes and
the date fixed for such redemption. Notice by DTC to participating
institutions and by these participants to street name holders of
beneficial interests in the relevant notes will be made according to
arrangements among them and may be subject to statutory or
regulatory requirements.
If the Issuer has elected to redeem the notes but prior to the payment
of the redemption amount with respect to such redemption the
relevant U.K. resolution authority exercises its U.K. Bail-in Power in
respect of the notes, the relevant redemption notice shall be
automatically rescinded and shall be of no force and effect, and no
payment of the redemption amount will be due and payable.
Subsequent Repurchases
The Issuer or any member of the Group may purchase or otherwise
acquire any of the outstanding notes at any price in the open market
or otherwise in accordance with applicable law and regulations.
U.K. Bail-in Power Acknowledgement
By its acquisition of the notes, each holder of the notes acknowledges,
agrees to be bound by, and consents to the exercise of, any U.K. Bail-
in Power (as defined below) by the relevant U.K. resolution authority
(as defined below) that may result in the cancellation of all, or a
portion, of the principal amount of, or interest on, the notes and/or the
S-3

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, including by means of a variation to the
terms of the notes, in each case, 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,
so as to give effect to, the exercise of any U.K. Bail-in Power by the
relevant U.K. resolution authority.
For these purposes, a "U.K. Bail-in Power" is any statutory write-
down and/or conversion power existing from time to time under any
laws, regulations, rules or requirements relating to the resolution of
banks, banking group companies, credit institutions and/or investment
firms incorporated in the United Kingdom in effect and applicable in
the United Kingdom to the Issuer or other members of the Group (as
defined above), including but not limited to any such laws,
regulations, rules or requirements that are implemented, adopted or
enacted within the context of the BRRD and/or within the context of a
U.K. resolution regime under the U.K. Banking Act 2009, as
amended, or otherwise, pursuant to which obligations of a bank,
banking group company, credit institution or investment firm or any
of its affiliates can be reduced, cancelled and/or converted into shares
or other securities or obligations of the obligor or any other person
(and a reference to the "relevant U.K. resolution authority" is to any
authority with the ability to exercise a U.K. Bail-in Power).
Under the terms of the notes, which will be issued under the Senior
Debt Securities Indenture between the Issuer and The Bank of
New York Mellon acting through its London Branch, as trustee (the
"Trustee"), dated as of November 10, 2014 (the "Indenture"), the
exercise of the U.K. Bail-in Power by the relevant U.K. resolution
authority with respect to the notes will not be an Event of Default (as
defined in the Indenture).
For more information, see "Description of Senior Notes--Agreement
with Respect to the Exercise of U.K. Bail-in Power" below.
Repayment of Principal and
No repayment of the principal amount of the notes or payment of
Payment of Interest After Exercise
interest on the notes shall become due and payable after the exercise
of U.K. Bail-In Power
of any U.K. Bail-in Power by the relevant U.K. resolution authority
unless such repayment or payment would be permitted to be made by
the Issuer under the laws and regulations of the United Kingdom and
the European Union applicable to the Issuer.
Business Day
Any weekday, other than one on which banking institutions are
authorized or obligated by law or executive order to close in London,
England or in the City of New York, United States.
S-4

Book-Entry Issuance, Settlement
We will issue the notes in fully registered form in denominations of
and Clearance
$200,000 and integral multiples of $1,000 in excess thereof. The
notes will be represented by one or more global securities registered
in the name of a nominee of DTC. You will hold beneficial interests
in the notes through DTC and its direct and indirect participants,
including Euroclear and Clearstream Luxembourg, and DTC and its
direct and indirect participants will record your beneficial interest on
their books. We will not issue certificated notes except in limited
circumstances that we explain under "Description of Certain
Provisions Relating to Debt Securities and Contingent Convertible
Securities--Special Situations When a Global Security Will Be
Terminated" in the accompanying prospectus. Settlement of the notes
will occur through DTC in same day funds. For information on
DTC's book-entry system, see "Clearance and Settlement--The
Clearing Systems--DTC" in the accompanying prospectus.
Conflicts of Interest
Barclays Capital Inc. is an affiliate of the Issuer and, as such, has a
"conflict of interest" in this offering within the meaning of Financial
Industry Regulatory Authority ("FINRA") Rule 5121 (or any
successor rule thereto) ("Rule 5121"). Consequently, this offering is
being conducted in compliance with the provisions of Rule 5121.
Barclays Capital Inc. is not permitted to sell notes in this offering to
an account over which it exercises discretionary authority without the
prior specific written approval of the account holder.
Trustee and Paying Agent
The Bank of New York Mellon acting through its London Branch,
One Canada Square, London E14 5AL, United Kingdom, will act as
the trustee and initial paying agent for the notes.
Timing and Delivery
We currently expect delivery of the notes to occur on January 12,
2016.
Further Issues
We may, without the consent of the holders of the notes, issue
additional notes having the same ranking and same interest rate,
Maturity Date, redemption terms and other terms as the notes
described in this prospectus supplement except for the price to the
public and issue date. Any such additional notes, together with the
notes offered by this prospectus supplement, will constitute a single
series of such securities under the indenture relating to the notes.
There is no limitation on the amount of notes or other debt securities
that we may issue under the Indenture.
Use of Proceeds
The proceeds of the offerings will be used for general corporate
purposes of the Issuer and its subsidiaries and/or the Group. It is the
Issuer's intention to on-lend the proceeds of the offerings initially to
Barclays Bank in the form of senior loans. The Issuer retains the
discretion to restructure any loan made with the proceeds at any time.
Governing Law
The Indenture and the notes are governed by, and construed in
accordance with, the laws of the State of New York.
S-5

RISK FACTORS
You should carefully consider the risks described below and all of the information contained and
incorporated by reference in this document before you decide whether to acquire the notes.
Acquiring the notes offered under this prospectus supplement involves significant risks. You should reach
your own investment decision only after consultation with your own financial, legal and tax advisers (as you
deem appropriate) about risks associated with an investment in the notes and the suitability of investing in the
notes in light of the particular characteristics and terms of the notes and of your particular financial
circumstances. As part of making an investment decision, you should make sure you thoroughly understand the
notes' terms, such as the agreement by you to be bound by the exercise of any U.K. Bail-in Power by the relevant
U.K. resolution authority. You should also carefully consider the risk factors and the other information contained
in this prospectus supplement, our 2014 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. If
any of the risks described herein (including the risks described in the documents incorporated by reference in
this prospectus supplement or the accompanying prospectus) materializes, our business, financial condition and
results of operations could suffer, the notes could be subject to the U.K. Bail-in Power, and the trading price and
liquidity of the notes could decline, in which case you could lose some or all of the value of your investment.
We may redeem the notes at our option in certain situations.
We may, at our option, at any time, redeem the notes, in whole but not in part, at a price equal to 100% of
their principal amount, together with any accrued but unpaid interest to (but excluding) the date fixed for
redemption, if a Tax Event has occurred, as more particularly described below under "Description of Senior
Notes--Tax Redemption." If we redeem the notes, you may not be able to reinvest the redemption proceeds in
securities offering a comparable yield. Furthermore, you have no right to require us to redeem the notes.
The Issuer is a holding company, which means that its right to participate in the assets of any of its
subsidiaries (including those of Barclays Bank) upon the liquidation of such subsidiaries may be subject to
prior claims of some of such subsidiary's creditors and preference shareholders.
The Issuer is a holding company that currently has no significant assets other than its loans to, and
investments in, Barclays Bank. As a holder of ordinary shares in Barclays Bank (or any of its subsidiaries), the
Issuer's right to participate in the assets of Barclays Bank (or any other subsidiary) if such subsidiary is
liquidated will be subject to the prior claims of such subsidiary's creditors and preference shareholders, except
where the Issuer is a creditor with claims that are recognized to be ranked ahead of or pari passu with such
claims of other of the subsidiary's creditors and/or preference shareholders against such subsidiary. For example,
the Issuer has in the past made, and may continue to make, loans to Barclays Bank with the proceeds received
from the Issuer's issuance of senior debt instruments. Such loans to Barclays Bank by the Issuer have, to date,
had a legal ranking in the insolvency of Barclays Bank that corresponds to the legal ranking of such senior debt
instruments in the insolvency of the Issuer. However, the Issuer retains its absolute discretion to restructure such
loans to and any other investments in Barclays Bank at any time and for any purpose including, without
limitation, in order to provide different amounts or types of capital or funding to Barclays Bank or other Group
subsidiaries, as part of wider changes made to the Group's corporate structure for the purposes of structural
reform, or otherwise as part of meeting regulatory requirements, such as the implementation of the European
Banking Authority's (the "EBA") minimum requirement for own funds and eligible liabilities ("MREL") in
respect of Barclays Bank or other Group subsidiaries. A restructuring of a loan or investment made by the Issuer
in a Group subsidiary could include changes to any or all features of such loan or investment, including its legal
or regulatory form and how it would rank in the insolvency hierarchy as a claim in the liquidation or
administration of the subsidiary. Any restructuring of the Issuer`s loans to and investments in Barclays Bank or
other Group subsidiaries may be implemented by the Issuer without prior notification to, or consent of, holders of
the notes. In addition, the terms of some loans to or investments made by the Issuer in capital instruments issued
S-6