Obbligazione Barclay PLC 0% ( US06747D5445 ) in USD

Emittente Barclay PLC
Prezzo di mercato 100 USD  ▲ 
Paese  Regno Unito
Codice isin  US06747D5445 ( in USD )
Tasso d'interesse 0%
Scadenza 29/11/2024 - Obbligazione è scaduto



Prospetto opuscolo dell'obbligazione Barclays PLC US06747D5445 in USD 0%, scaduta


Importo minimo 1 000 USD
Importo totale 35 520 000 USD
Cusip 06747D544
Standard & Poor's ( S&P ) rating N/A
Moody's rating NR
Descrizione dettagliata 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 US06747D5445, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/11/2024

The Obbligazione issued by Barclay PLC ( United Kingdom ) , in USD, with the ISIN code US06747D5445, was rated NR by Moody's credit rating agency.







424B2 1 dp116787_424b2-2683baml.htm FORM 424B2

Pricing Supplement No. 2683

File d Pursua nt t o Rule 4 2 4 (b)(2 )
(To the Prospectus dated August 1 2019,
Re gist ra t ion St a t e m e nt N o. 3 3 3 -2 3 2 1 4 4
the Prospectus Supplement dated August
1, 2019 and the Product Supplement
EQUITY INDICES LIRN-1 dated August 1,
2019)
3,552,046 Units
Pricing Date
November 26, 2019
$10 principal amount per unit
Settlement Date
December 4, 2019
CUSIP No. 06747D544
Maturity Date
November 29, 2024





Le ve ra ge d I nde x Re t urn N ot e s® Link e d t o t he
Dow J one s I ndust ria l Ave ra ge ®
Maturity of approximately five years
115.00% leveraged upside exposure to increases in the Index
1-to-1 downside exposure to decreases in the Index beyond a 20.00% decline, with up to 80.00% of your principal at risk
All payments occur at maturity and are subject to the credit risk of Barclays Bank PLC
No periodic interest payments
In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See
"Structuring the Notes"
Limited secondary market liquidity, with no exchange listing
The notes are our unsecured and unsubordinated obligations and are not deposit liabilities of Barclays Bank PLC. The notes
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 or deposit insurance agency of the United States, the United Kingdom, or any
other jurisdiction.

T he not e s a re be ing issue d by Ba rc la ys Ba nk PLC ("Ba rc la ys"). T he re a re im port a nt diffe re nc e s be t w e e n
t he not e s a nd a c onve nt iona l de bt se c urit y, inc luding diffe re nt inve st m e nt risk s. Se e "Risk Fa c t ors"
be ginning on pa ge T S-7 of t his t e rm she e t , be ginning on pa ge PS-7 of produc t supple m e nt EQU I T Y I N DI CES
LI RN -1 a nd be ginning on pa ge S -7 of t he prospe c t us supple m e nt .

Our init ia l e st im a t e d va lue of t he not e s, ba se d on our int e rna l pric ing m ode ls, is $ 9 .5 4 pe r unit on t he
pric ing da t e , w hic h is le ss t ha n t he public offe ring pric e list e d be low . See "Summary" on the following page, "Risk
Factors" beginning on page TS-7 of this term sheet and "Structuring the Notes" on page TS-14 of this term sheet.

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 Ba rc la ys a nd a ny holde r
or be ne fic ia l ow ne r of t he not e s, by a c quiring t he not e s, e a c h holde r a nd be ne fic ia l ow ne 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. All pa ym e nt s a re subje c t t o t he risk of 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. Se e "Conse nt t o U .K . Ba il-in Pow e r" on pa ge T S-3 a nd "Risk
Fa c t ors" be ginning on pa ge T S-7 of t his t e rm she e t .
_________________________

None of the Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has
approved or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any
representation to the contrary is a criminal offense.


Per Unit
Total
Public offering price
$ 10.00
$ 35,520,460.00
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Underwriting discount
$ 0.25
$ 888,011.50
Proceeds, before expenses, to Barclays
$ 9.75
$ 34,632,448.50

T he not e s:
Are N ot FDI C I nsure d
Are N ot Ba nk Gua ra nt e e d
M a y Lose V a lue
BofA Se c urit ie s
November 26, 2019
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024
Summary

The Leveraged Index Return Notes® Linked to the Dow Jones Industrial Average®, due November 29, 2024 (the "notes") are our
unsecured and unsubordinated obligations and are not deposit liabilities of Barclays. The notes 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 or deposit insurance agency of the United States, the United Kingdom or any other jurisdiction. T he not e s w ill ra nk
e qua lly w it h a ll of our ot he r unse c ure d a nd unsubordina t e d de bt . Any pa ym e nt s due on t he not e s, inc luding
a ny re pa ym e nt of princ ipa l, w ill be subje c t t o t he c re dit risk of Ba rc la ys a nd t o t he risk of e x e rc ise of a ny
U .K . Ba il-in Pow e r (a s de sc ribe d he re in) or a ny ot he r re solut ion m e a sure by a ny re le va nt U .K . re solut ion
a ut horit y. The notes provide you a leveraged return if the Ending Value of the Market Measure, which is the Dow Jones
Industrial Average® (the "Index"), is greater than its Starting Value. If the Ending Value is equal to or less than the Starting Value
but greater than or equal to the Threshold Value, you will receive the principal amount of your notes. If the Ending Value is less
than the Threshold Value, you will lose a portion, which could be significant, of the principal amount of your notes. Any payments
on the notes will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index,
subject to our credit risk. See "Terms of the Notes" below.

On the cover page of this term sheet, we have provided the estimated value for the notes. This estimated value was determined
based on our internal pricing models, which take into account a number of variables, including volatility, interest rates and our
internal funding rates, which are our internally published borrowing rates, and the economic terms of certain related hedging
arrangements. This estimated value is less than the public offering price.

The economic terms of the notes (including the Participation Rate) are based on our internal funding rates, which may vary from
the levels at which our benchmark debt securities trade in the secondary market, and the economic terms of certain related
hedging arrangements. The difference between these rates, as well as the underwriting discount, the hedging-related charge and
other amounts described below, reduced the economic terms of the notes. For more information about the estimated value and the
structuring of the notes, see "Structuring the Notes" on page TS-14.

Terms of the Notes
Redemption Amount Determination
I ssue r:
Barclays Bank PLC ("Barclays ")
On the maturity date, you will receive a cash payment per unit
determined as follows:
Princ ipa l
$10.00 per unit
Am ount :
T e rm :
Approximately five years
M a rk e t
The Dow Jones Industrial Average®
M e a sure :
(Bloomberg symbol: "INDU"), a
price return index
St a rt ing
28,121.68
V a lue :
Ending V a lue : The average of the closing levels of
the Market Measure on each
calculation day occurring during the
Maturity Valuation Period. The
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scheduled calculation days are
subject to postponement in the
event of Market Disruption Events,
as described beginning on page
PS-20 of product supplement
EQUITY INDICES LIRN-1.
T hre shold
22,497.34 (80% of the Starting
V a lue :
Value, rounded to two decimal
places).
Pa rt ic ipa t ion
115.00%
Ra t e :
M a t urit y
November 19, 2024, November 20,
V a lua t ion
2024, November 21, 2024,
Pe riod:
November 22, 2024 and November
25, 2024
Fe e s Cha rge d: The public offering price of the
notes includes the underwriting
discount of $0.25 per unit as listed
on the cover page and a hedging-
related charge of $0.075 per unit
described in "Structuring the Notes"
on page TS-14.
Ca lc ula t ion
Barclays and BofA Securities, Inc.
Age nt s:
("BofAS").

Leveraged Index Return Notes®
TS-2
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024
The terms and risks of the notes are contained in this term sheet and the documents listed below (together, the "Note Prospectus").
The documents have been filed as part of a registration statement with the SEC, which may, without cost, be accessed on the
SEC website as indicated below or obtained from Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") or BofAS by
calling 1-800-294-1322:


Product supplement EQUITY INDICES LIRN-1 dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010198/dp110112_424b3-lirn.htm


Series A MTN prospectus supplement dated August 1, 2019:
http://www.sec.gov/Archives/edgar/data/312070/000095010319010190/dp110493_424b2-prosupp.htm


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

Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering. Any
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prior or contemporaneous oral statements and any other written materials you may have received are superseded by the Note
Prospectus. Capitalized terms used but not defined in this term sheet have the meanings set forth in product supplement EQUITY
INDICES LIRN-1. Unless otherwise indicated or unless the context requires otherwise, all references in this document to "we," "us,"
"our" or similar references are to Barclays.

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 not e s, by a c quiring t he not e s, e a c h holde r a nd be ne fic ia l ow ne 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 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, any interest on, or any other amounts payable on, the
notes; (ii) the conversion of all, or a portion, of the principal amount of, any interest on, or any other amounts payable on, the notes
into shares or other securities or other obligations of Barclays or another person (and the issue to, or conferral on, the holder or
beneficial owner 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 any interest or any other amounts due on the notes, or the dates on which any 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 and beneficial owner of the notes further acknowledges and agrees that the rights
of the holders or beneficial owners 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 or beneficial owners 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" be low 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 "--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 .


Leveraged Index Return Notes®
TS-3
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024
Investor Considerations

Y ou m a y w ish t o c onside r a n inve st m e nt in t he
T he not e s m a y not be a n a ppropria t e inve st m e nt for
not e s if:
you if:
You anticipate that the Index will increase from the Starting You believe that the Index will decrease from the Starting
Value to the Ending Value.
Value to the Ending Value or that it will not increase

sufficiently over the term of the notes to provide you with
You are willing to risk a loss of principal and return if the
your desired return.
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Index decreases from the Starting Value to an Ending

Value that is below the Threshold Value.
You seek 100% principal repayment or preservation of

capital.
You are willing to forgo the interest payments that are paid

on traditional interest bearing debt securities.
You seek interest payments or other current income on

your investment.
You are willing to forgo dividends or other benefits of

owning the stocks included in the Index.
You want to receive dividends or other distributions paid on

the stocks included in the Index.
You are willing to accept a limited or no market for sales

prior to maturity, and understand that the market prices for
You seek an investment for which there will be a liquid
the notes, if any, will be affected by various factors,
secondary market.
including our actual and perceived creditworthiness, the

inclusion in the public offering price of the underwriting
You are unwilling or are unable to take market risk on the
discount, the hedging-related charge and other amounts,
notes or to take our credit risk as issuer of the notes.
as described on page TS-2.


You are unwilling to consent to the exercise of any U.K.
You are willing to assume our credit risk, as issuer of the
Bail-in Power by U.K. resolution authorities.
notes, for all payments under the notes, including the
Redemption Amount.

You are willing to consent to the exercise of any U.K. Bail-
in Power by U.K. resolution authorities.

We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Leveraged Index Return Notes®
TS-4
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024
Hypothetical Payout Profile

Le ve ra ge d I nde x Re t urn N ot e s®
This graph reflects the returns on the notes, based on the

Participation Rate of 115.00% and the Threshold Value of 80%
of the Starting Value. The green line reflects the returns on the
notes, while the dotted gray line reflects the returns of a direct
investment in the stocks included in the Index, excluding
dividends.

This graph has been prepared for purposes of illustration only.


Hypothetical Payments at Maturity

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The following table and examples are for purposes of illustration only. They are based on hypot he t ic a l values and show
hypot he t ic a l returns on the notes. The following table is based on a hypothetical Starting Value of 100, a hypothetical Threshold
Value of 80 and the Participation Rate of 115.00%. It illustrates the effect of a range of Ending Values on the Redemption Amount
per unit of the notes and the total rate of return to holders of the notes. T he a c t ua l a m ount you re c e ive a nd t he re sult ing
t ot a l ra t e of re t urn w ill de pe nd on t he a c t ua l St a rt ing V a lue , T hre shold V a lue , Ending V a lue a nd t e rm of
your inve st m e nt . The following examples do not take into account any tax consequences from investing in the notes.

For recent actual levels of the Market Measure, see "The Index" section below. The Index is a price return index and as such the
Ending Value will not include any income generated by dividends paid on the stocks included in the Index, which you would
otherwise be entitled to receive if you invested in those stocks directly. In addition, all payments on the notes are subject to issuer
credit risk.

Pe rc e nt a ge Cha nge from
t he St a rt ing V a lue t o t he
Re de m pt ion Am ount pe r
T ot a l Ra t e of Re t urn on
Ending V a lue
Ending V a lue
U nit (1)
t he N ot e s
0.00
-100.00%
$2.00
-80.00%
50.00
-50.00%
$7.00
-30.00%
60.00
-40.00%
$8.000
-20.00%
70.00
-30.00%
$9.000
-10.00%
80.00(2)
-20.00%
$10.000
0.00%
90.00
-10.00%
$10.000
0.00%
95.00
-5.00%
$10.000
0.00%
100.00(3)
0.00%
$10.000
0.00%
105.00
5.00%
$10.575
5.75%
110.00
10.00%
$11.150
11.50%
120.00
20.00%
$12.300
23.00%
130.00
30.00%
$13.450
34.50%
140.00
40.00%
$14.600
46.00%
150.00
50.00%
$15.750
57.50%
160.00
60.00%
$16.900
69.00%
(1)
The Redemption Amount per unit is based on the Participation Rate.
(2)
This is the hypot he t ic a l Threshold Value.
(3)
The hypot he t ic a l Starting Value of 100 used in these examples has been chosen for illustrative purposes only. The actual
Starting Value is 28,121.68, which was the closing level of the Market Measure on the pricing date.

Leveraged Index Return Notes®
TS-5
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024
Re de m pt ion Am ount Ca lc ula t ion Ex a m ple s

Ex a m ple 1
The Ending Value is 70.00, or 70.00% of the Starting Value:
Starting Value: 100.00
Threshold Value: 80.00
Ending Value: 70.00
Redemption Amount per unit



Ex a m ple 2
The Ending Value is 90.00, or 90.00% of the Starting Value:
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Starting Value: 100.00
Threshold Value: 80.00
Ending Value: 90.00
Redemption Amount (per unit) = $ 1 0 .0 0 0 , the principal amount, since the Ending Value is less than the Starting Value but equal
to or greater than the Threshold Value.

Ex a m ple 3
The Ending Value is 150.00, or 150.00% of the Starting Value:
Starting Value: 100.00
Ending Value: 150.00
= $ 1 5 .7 5 0 Redemption Amount per unit







Leveraged Index Return Notes®
TS-6
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024
Risk Factors

There are important differences between the notes and a conventional debt security. An investment in the notes involves significant
risks, including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the
"Risk Factors" sections beginning on page PS-7 of product supplement EQUITY INDICES LIRN-1 and page S-7 of the Series A
MTN prospectus supplement identified above. We also urge you to consult your investment, legal, tax, accounting, and other
advisors before you invest in the notes.


Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a
loss; there is no guaranteed return of principal.


Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt
security of comparable maturity.


Payments on the notes are subject to our credit risk, and any actual or perceived changes in our creditworthiness are
expected to affect the value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your
entire investment.


Payments on the notes are subject to the exercise of U.K. Bail-in Power by the relevant U.K. resolution authority. As
described above under "Consent to U.K. Bail-in Power," the relevant U.K. resolution authority may exercise any U.K. Bail-in
Power under the conditions described in such section of this term sheet. If any U.K. Bail-in Power is exercised, you may
lose all or a part of the value of your investment in the notes or receive a different security, 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 its authority to implement the U.K. Bail-in Power
without providing any advance notice to the holders and beneficial owners of the notes. By your acquisition of the notes,
you acknowledge, accept, agree to be bound by, and consent to the exercise of, any U.K. Bail-in Power by the relevant
U.K. resolution authority. The exercise of any U.K. Bail-in Power with respect to the notes will not be a default or an Event
of Default (as each term is defined in the senior debt securities indenture relating to the notes). 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 with respect to the notes. See "Consent to U.K. Bail-in Power" above 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 "--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 for more information.

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Your investment return may be less than a comparable investment directly in the stocks included in the Index.


The estimated value of your notes is based on our internal pricing models. 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. These variables and assumptions are not evaluated or
verified on an independent basis and may prove to be inaccurate. Different pricing models and assumptions of different
financial institutions could provide valuations for the notes that are different from our estimated value.


The estimated value is based on a number of variables, including volatility, interest rates and our internal funding rates. Our
internal funding rates may vary from the levels at which our benchmark debt securities trade in the secondary market. As a
result of this difference, the estimated value referenced in this term sheet may be lower if such estimated value was based
on the levels at which our benchmark debt securities trade in the secondary market.


The estimated value of your notes is lower than the public offering price of your notes. This difference is a result of certain
factors, such as the inclusion in the public offering price of the underwriting discount, the hedging-related charge, the
estimated profit, if any, that we or any of our affiliates expect to earn in connection with structuring the notes, and the
estimated cost which we may incur in hedging our obligations under the notes, as further described in "Structuring the
Notes" on page TS-14. If you attempt to sell the notes prior to maturity, their market value may be lower than the price you
paid for the notes and lower than the estimated value because the secondary market prices take into consideration the
levels at which our debt securities trade in the secondary market but do not take into account such fees, charges and other
amounts.


The estimated value of the notes is not a prediction of the prices at which MLPF&S, BofAS or its affiliates, or any of our
affiliates or any other third parties may be willing to purchase the notes from you in secondary market transactions. The
price at which you may be able to sell your notes in the secondary market at any time will be influenced by many factors
that cannot be predicted, such as market conditions, and any bid and ask spread for similar size trades, and may be
substantially less than our estimated value of the notes. Any sale prior to the maturity date could result in a substantial
loss to you.


A trading market is not expected to develop for the notes. We, MLPF&S, BofAS and our respective affiliates are not
obligated to make a market for, or to repurchase, the notes. There is no assurance that any party will be willing to purchase
your notes at any price in any secondary market.


Our business, hedging and trading activities, and those of MLPF&S, BofAS and our respective affiliates (including trading in
securities of companies included in the Index), and any hedging and trading activities we, MLPF&S, BofAS or our
respective affiliates engage in for our clients' accounts, may affect the market value and return of the notes and may create
conflicts of interest with you.

Leveraged Index Return Notes®
TS-7
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024

The Index sponsor may adjust the Index in a way that affects its level, and has no obligation to consider your interests.


You will have no rights of a holder of the securities included in the Index, and you will not be entitled to receive securities
or dividends or other distributions by the issuers of those securities.


While we, MLPF&S, BofAS or our respective affiliates may from time to time own securities of companies included in the
Index, we, MLPF&S, BofAS and our respective affiliates do not control any company included in the Index, and have not
verified any disclosure made by any company.


There may be potential conflicts of interest involving the calculation agents, one of which is us and one of which is BofAS.
We have the right to appoint and remove the calculation agents.


The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a U.S. investor of the notes.
See "Tax Considerations" below.

®
TS-8
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Leveraged Index Return Notes
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024
The Index

All disclosures contained in this term sheet regarding the Index, including, without limitation, its make-up, method of calculation and
changes in its components, have been derived from publicly available sources, without independent verification. This information
reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (the "Index sponsor" or "S&P Dow Jones"). The
Index was developed by the Index sponsor and is calculated, maintained and published by the Index sponsor. The Index sponsor
has no obligation to continue to publish, and may discontinue publication of, the Index. The consequences of the Index sponsor
discontinuing publication of the Index are discussed in the section entitled "Description of LIRNs--Discontinuance of an Index"
beginning on page PS-21 of product supplement EQUITY INDICES LIRN-1. None of us, the calculation agents, MLPF&S or BofAS
accepts any responsibility for the calculation, maintenance or publication of the Index or any successor index.

Ge ne ra l

The Index is reported by Bloomberg L.P. under the ticker symbol "INDU."

The Index is a price-weighted index that seeks to measure of the performance of 30 U.S. blue-chip companies. The Index covers
all industries with the exception of transportation and utilities.

The Index is price-weighted rather than market capitalization-weighted, which means that weightings are based only on changes in
the stocks' prices, rather than by both price changes and changes in the number of shares outstanding. The value of the Index is
the sum of the primary exchange prices of each of the 30 component stocks included in the Index divided by a divisor. The divisor
used to calculate the price-weighted average of the Index is not simply the number of component stocks; rather, the divisor is
adjusted to smooth out the effects of stock splits and other corporate actions. While this methodology reflects current practice in
calculating the Index, no assurance can be given that S&P Dow Jones will not modify or change this methodology in a manner that
may affect the amounts payable on the notes at maturity.

I nde x Const ruc t ion a nd M a int e na nc e

The Index is maintained by a committee, which is currently composed of three representatives of S&P Dow Jones and two
representatives of The Wall Street Journal (the "Averages Committee"). The Averages Committee meets at least semi-annually. At
each meeting, the Averages Committee reviews pending corporate actions that may affect Index constituents, statistics comparing
the composition of the Index to the market, companies that are being considered as candidates for addition to the Index, and any
significant market events. In addition, the Averages Committee may revise index policy covering rules for selecting companies,
treatment of dividends, share counts or other matters.

The Index universe consists of securities in the S&P 500® Index, excluding stocks classified under Global Industry Classification
Standard (GICS®) code 2030 (Transportation) and 55 (Utilities). While stock selection is not governed by quantitative rules, a stock
typically is added only if the company has an excellent reputation, demonstrates sustained growth and is of interest to a large
number of investors. Companies should be incorporated and headquartered in the United States. In addition, a plurality of revenues
should be derived from the United States. Maintaining adequate sector representation within the Index is also a consideration in
the selection process for the Index. Changes to the Index are made on an as-needed basis. There is no annual or semi-annual
reconstruction. Rather, changes in response to corporate actions and market developments can be made at any time.

Corporate Actions

The table below summarizes the types of index maintenance adjustments and indicates whether or not an index divisor adjustment
is required.

Corpora t ion Ac t ion
Adjust m e nt M a de t o t he I nde x
Divisor Adjust m e nt ?
Spin-off
The price of the parent company is adjusted to the price of the
Yes
parent company minus (the price of the spun-off company/share
exchange ratio). Any potential impacts on Index constituents are
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evaluated by the Averaging Committee on a case by case basis.
Rights Offering
The price is adjusted according to the terms of the rights offering.
Yes
Stock dividend, stock split,
The price is adjusted according to the terms of the stock split or
Yes
reverse stock split
dividend.
Share Issuance, Share
No impact.
No
Repurchase, Equity Offering or
Warrant Conversion
Special dividends
Price of the stock making the special dividend payment is
Yes

Leveraged Index Return Notes®
TS-9
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024

reduced by the per share special dividend amount after the close of

trading on the day before the dividend ex-date
Constituent Change
Deletions due to delistings, acquisition or any other corporate event
Yes
resulting in the deletion of the stock from the Index will be replaced
on the effective date of the drop.

Leveraged Index Return Notes®
TS-10
Leveraged Index Return Notes®
Linked to the Dow Jones Industrial Average®, due November 29, 2024
The following graph shows the daily historical performance of the Index in the period from January 1, 2009 through
November 26, 2019. We obtained this historical data from Bloomberg L.P. We have not independently verified the
accuracy or completeness of the information obtained from Bloomberg L.P. On the pricing date, the closing level of the
Index was 28,121.68.

H ist oric a l Pe rform a nc e of t he I nde x


This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of
the notes may be. Any historical upward or downward trend in the level of the Index during any period set forth above is
not an indication that the level of the Index is more or less likely to increase or decrease at any time over the term of the
notes.
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