Obligation Barclay PLC 0% ( US06746T1777 ) en USD

Barclay PLC

100 % ▲

Royaume-Uni

US06746T1777 ( en USD )

31/08/2023 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06746T1777 en USD 0%, échue

1 000 USD

6 577 000 USD

06746T177

N/A

Barclays PLC est une banque multinationale britannique offrant une large gamme de services financiers, notamment la banque de détail, la gestion de patrimoine, la banque d'investissement et les cartes de crédit, opérant dans de nombreux pays à travers le monde.

L'Obligation émise par Barclay PLC ( Royaume-Uni ) , en USD, avec le code ISIN US06746T1777, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/08/2023

L'Obligation émise par Barclay PLC ( Royaume-Uni ) , en USD, avec le code ISIN US06746T1777, a été notée NR par l'agence de notation Moody's.

424B2 1 dp94967_424b2-1942ubs.htm FORM 424B2

Pricing Supplement dated August 28, 2018
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-212571
$6,576,600 Barclays Bank PLC Trigger GEARS
Link e d t o t he S& P 5 0 0 ® I nde x due August 3 1 , 2 0 2 3
I nve st m e nt De sc ript ion
The Trigger GEARS (the "Securities") are unsecured and unsubordinated debt obligations issued by Barclays Bank PLC (the "Issuer") with returns linked to the performance of the S&P 500®
Index (the "Underlying"). If the Underlying Return is positive, the Issuer will pay the principal amount of the Securities at maturity plus a return equal to the Underlying Return times the Upside
Gearing of 1.23. If the Underlying Return is zero or negative but the Final Underlying Level is greater than or equal to the Downside Threshold (60% of the Initial Underlying Level), the Issuer
will repay the principal amount of the Securities at maturity. However, if the Final Underlying Level is less than the Downside Threshold, the Issuer will pay you a cash payment at maturity that is
less than the principal amount, if anything, resulting in a percentage loss on your investment equal to the negative Underlying Return. In this case, you will have full downside exposure to the
Underlying from the Initial Underlying Level to the Final Underlying Level, and could lose all of your initial investment. I nve st ing in t he Se c urit ie s involve s signific a nt risk s. T he
I ssue r w ill not pa y a ny int e re st on t he Se c urit ie s. Y ou m a y lose a signific a nt port ion or a ll of your princ ipa l. T he Fina l U nde rlying Le ve l is obse rve d re la t ive t o
t he Dow nside T hre shold only on t he Fina l V a lua t ion Da t e , a nd t he c ont inge nt re pa ym e nt of princ ipa l a pplie s only if you hold t he Se c urit ie s t o m a t urit y. 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 PS-4
of t his pric ing supple m 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 "Conse nt t o
U .K . Ba il -in Pow e r" in t his pric ing supple m 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 .
Fe a t ure s

K e y Da t e s
Enhanced Grow th Potential: At maturity, the Upside Gearing will provide leveraged
Trade Date:
August 28, 2018
exposure to any positive performance of the Underlying.
Settlement Date1:
August 31, 2018

Final Valuation Date2:
August 28, 2023
Dow nside Exposure w ith Contingent Repayment of Principal at Maturity: If
Maturity Date2:
August 31, 2023
the Underlying Return is zero or negative but the Final Underlying Level is greater than or
1
equal to the Downside Threshold, the Issuer will repay the principal amount at maturity.
See "Supplemental Plan of Distribution" for more details on the expected Settlement
However, if the Final Underlying Level is less than the Downside Threshold, the Issuer will
Date.
repay less than the full principal amount at maturity, if anything, resulting in a percentage
2 Subject to postponement. See "Final Terms" on page PS-6 of this pricing supplement.
loss on your investment equal to the negative Underlying Return. The Final Underlying Level
is observed relative to the Downside Threshold only on the Final Valuation Date, and the
contingent repayment of principal applies only if you hold the Securities to maturity. Any
payment on the Securities, including any repayment of principal, is subject to the
creditworthiness of Barclays Bank PLC.

N OT I CE T O I N V EST ORS: T H E SECU RI T I ES ARE SI GN I FI CAN T LY RI SK I ER T H AN CON V EN T I ON AL DEBT I N ST RU M EN T S. T H E I SSU ER I S N OT N ECESSARI LY
OBLI GAT ED T O REPAY T H E FU LL PRI N CI PAL AM OU N T OF T H E SECU RI T I ES AT M AT U RI T Y , AN D T H E SECU RI T I ES CAN H AV E T H E FU LL DOWN SI DE M ARK ET
RI SK OF T H E U N DERLY I N G. T H I S M ARK ET RI SK I S I N ADDI T I ON T O T H E CREDI T RI SK I N H EREN T I N PU RCH ASI N G A DEBT OBLI GAT I ON OF BARCLAY S BAN K
PLC. Y OU SH OU LD N OT PU RCH ASE T H E SECU RI T I ES I F Y OU DO N OT U N DERST AN D OR ARE N OT COM FORT ABLE WI T H T H E SI GN I FI CAN T RI SK S I N V OLV ED I N
I N V EST I N G I N T H E SECU RI T I ES.
Y OU SH OU LD CAREFU LLY CON SI DER T H E RI SK S DESCRI BED U N DER "K EY RI SK S" BEGI N N I N G ON PAGE PS-7 OF T H I S PRI CI N G SU PPLEM EN T AN D "RI SK
FACT ORS" BEGI N N I N G ON PAGE S -7 OF T H E PROSPECT U S SU PPLEM EN T BEFORE PU RCH ASI N G AN Y SECU RI T I ES. EV EN T S RELAT I N G T O AN Y OF T H OSE
RI SK S, OR OT H ER RI SK S AN D U N CERT AI N T I ES, COU LD ADV ERSELY AFFECT T H E M ARK ET V ALU E OF, AN D T H E RET U RN ON , Y OU R SECU RI T I ES. Y OU M AY
LOSE A SI GN I FI CAN T PORT I ON OR ALL OF Y OU R PRI N CI PAL AM OU N T . T H E SECU RI T I ES WI LL N OT BE LI ST ED ON AN Y SECU RI T I ES EX CH AN GE.
N OT WI T H ST AN DI N G AN Y OT H ER AGREEM EN T S, ARRAN GEM EN T S OR U N DERST AN DI N GS BET WEEN BARCLAY S BAN K PLC AN D AN Y H OLDER OF T H E
SECU RI T I ES, BY ACQU I RI N G T H E SECU RI T I ES, EACH H OLDER OF T H E SECU RI T I ES ACK N OWLEDGES, ACCEPT S, AGREES T O BE BOU N D BY AN D CON SEN T S
T O T H E EX ERCI SE OF, AN Y U .K . BAI L-I N POWER BY T H E RELEV AN T U .K . RESOLU T I ON AU T H ORI T Y . SEE "CON SEN T T O U .K . BAI L-I N POWER" ON PAGE PS-4
OF T H I S PRI CI N G SU PPLEM EN T .
Se c urit y Offe ring
We are offering Trigger GEARS linked to the S&P 500® Index. The Initial Underlying Level is the Closing Level of the Underlying on the Trade Date. The Securities are offered at a minimum
investment of $1,000 (100 Securities).
U nde rlying
U pside Ge a ring
I nit ia l U nde rlying Le ve l
Dow nside T hre shold
CU SI P/ I SI N
1,738.51, which is 60% of the Initial Underlying
S&P 500® Index (SPX)
1.23
2,897.52
06746T177 / US06746T1777
Level (rounded to two decimal places)
Se e "Addit iona l I nform a t ion a bout Ba rc la ys Ba nk PLC a nd t he Se c urit ie s" on pa ge PS-2 of t his pric ing supple m e nt . T he Se c urit ie s w ill ha ve t he t e rm s spe c ifie d
in t he prospe c t us da t e d M a rc h 3 0 , 2 0 1 8 , t he prospe c t us supple m e nt da t e d J uly 1 8 , 2 0 1 6 , t he inde x supple m e nt da t e d J uly 1 8 , 2 0 1 6 a nd t his pric ing
supple m e nt .
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 pric ing supple m 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 pric ing supple m 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 ny ot he r of our a ffilia t e s m a y use t his pric ing
supple m 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 pric ing supple m e nt is be ing use d in a m a rk e t re sa le t ra nsa c t ion.
The Securities constitute our unsecured and unsubordinated obligations. The Securities are not deposit liabilities of 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 or deposit insurance agency of the United States, the United Kingdom or
any other jurisdiction.

I nit ia l I ssue Pric e 1
U nde rw rit ing Disc ount
Proc e e ds t o Ba rc la ys Ba nk PLC
Per Security
$10.00
$0.35
$9.65
Total
$6,576,600
$230,181
$6,346,419

1 Our estimated value of the Securities on the Trade Date, based on our internal pricing models, is $9.528 per Security. The estimated value is less than the initial issue price of the Securities.
See "Additional Information Regarding Our Estimated Value of the Securities" on page PS-3 of this pricing supplement.

U BS Fina nc ia l Se rvic e s I nc .
Ba rc la ys Ca pit a l I nc .

Addit iona l I nform a t ion a bout Ba rc la ys Ba nk PLC a nd t he Se c urit ie s
You should read this pricing supplement together with the prospectus dated March 30, 2018, as supplemented by the prospectus supplement dated July 18, 2016 and the index supplement
dated July 18, 2016 relating to our Global Medium-Term Notes, Series A, of which these Securities are a part. This pricing supplement, 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 in "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
https://www.sec.gov/Archives/edgar/data/312070/000095010318010090/dp94967_424b2-1942ubs.htm[8/30/2018 3:21:59 PM]

before you invest in the Securities.

If the terms discussed in this pricing supplement differ from those in the prospectus, prospectus supplement or index supplement, the terms discussed herein will control.

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

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

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

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

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

Our SEC file number is 1-10257. References to "Barclays," "Barclays Bank PLC," "we," "our" and "us" refer only to Barclays Bank PLC and not to its consolidated subsidiaries. In this pricing
supplement, "Securities" refers to the Trigger GEARS that are offered hereby, unless the context otherwise requires.

PS-2

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
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 Trade 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 Trade 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 Trade 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 Trade 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 Trade Date for a temporary period
expected to be approximately eleven months 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 t he "K e y Risk s" be ginning on pa ge PS-7 of t his pric ing supple m e nt .

PS-3

Conse nt t o U .K . Ba il -in Pow e r
N ot w it hst a nding a ny ot he r a gre e m e nt s, a rra nge m e nt s or unde rst a ndings be t w e e n us a nd a ny holde r of t he Se c urit ie s, by a c quiring t he Se c urit ie s, e a c h holde 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 an
European Economic Area ("EEA") or third country institution or investment firm, that the relevant EEA or third country relevant authority is satisfied that the resolution conditions are met in respect
of that entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction or cancellation of all, or a portion, of the principal
amount of, interest on, or any other amounts payable on, the 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 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 of the Securities further acknowledges and agrees that the rights of
the holders 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 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 "K e y Risk s--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 pric ing supple m 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 .

PS-4
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I nve st or Suit a bilit y
T he Se c urit ie s m a y be suit a ble for you if:

T he Se c urit ie s m a y not be suit a ble for you if:

¨ You fully understand the risks inherent in an investment in the Securities, including the

¨ You do not fully understand the risks inherent in an investment in the Securities,
risk of loss of your entire initial investment.
including the risk of loss of your entire initial investment.

¨ You can tolerate a loss of a significant portion or all of your initial investment, and you are
¨ You cannot tolerate the loss of a significant portion or all of your initial investment, or
willing to make an investment that may have the full downside market risk of the
you are not willing to make an investment that may have the full downside market risk
Underlying.
of the Underlying.

¨ You seek an investment with a return linked to the performance of the Underlying, and you
¨ You do not seek an investment with exposure to the Underlying, or you believe the
believe the Underlying will appreciate over the term of the Securities.
Underlying will depreciate over the term of the Securities and the Final Underlying

Level is likely to be less than the Downside Threshold.
¨ You are willing to invest in the Securities based on the Upside Gearing specified on the

cover of this pricing supplement.
¨ You are unwilling to invest in the Securities based on the Upside Gearing specified on

the cover of this pricing supplement.
¨ You can tolerate fluctuations in the price of the Securities prior to maturity that may be

similar to or exceed the downside fluctuations in the level of the Underlying.
¨ You cannot tolerate fluctuations in the price of the Securities prior to maturity that may

be similar to or exceed the downside fluctuations in the level of the Underlying.
¨ You do not seek current income from this investment, and you are willing to forgo any

dividends paid on the securities composing the Underlying.
¨ You seek current income from this investment, or you would prefer to receive any

dividends paid on the securities composing the Underlying.
¨ You are willing and able to hold the Securities to maturity and accept that there may be

little or no secondary market for the Securities.
¨ You are unable or unwilling to hold the Securities to maturity, or you seek an investment

for which there will be an active secondary market.
¨ You understand and are willing to accept the risks associated with the Underlying.

¨ You do not understand or are not willing to accept the risks associated with the
¨ You are willing and able to assume the credit risk of Barclays Bank PLC, as issuer of the
Underlying.
Securities, for all payments under the Securities and understand that if Barclays Bank

PLC were to default on its payment obligations or become subject to the exercise of any
¨ You prefer the lower risk, and therefore accept the potentially lower returns, of fixed
U.K. Bail-in Power, you might not receive any amounts due to you under the Securities,
income investments with comparable maturities and credit ratings that bear interest at a
including any repayment of principal.
prevailing market rate.

¨ You are not willing or are unable to assume the credit risk of Barclays Bank PLC, as
issuer of the Securities, for all payments due to you under the Securities, including any
repayment of principal.

T he suit a bilit y c onside ra t ions ide nt ifie d a bove a re not e x ha ust ive . Whe t he r or not t he Se c urit ie s a re a suit a ble inve st m e nt for you w ill de pe nd on your
individua l c irc um st a nc e s, a nd you should re a c h a n inve st m e nt de c ision only a ft e r you a nd your inve st m e nt , le ga l, t a x , a c c ount ing a nd ot he r a dvisors ha ve
c a re fully c onside re d t he suit a bilit y of a n inve st m e nt in t he Se c urit ie s in light of your pa rt ic ula r c irc um st a nc e s. Y ou should a lso re vie w c a re fully t he "K e y Risk s"
be ginning on pa ge PS-7 of t his pric ing supple m e nt a nd t he "Risk Fa c t ors" be ginning on pa ge S -7 of t he prospe c t us supple m e nt for risk s re la t e d t o a n
inve st m e nt in t he Se c urit ie s. For m ore inform a t ion a bout t he U nde rlying, ple a se se e t he se c t ion t it le d "S& P 5 0 0 ® I nde x " be low .

PS-5

1
Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
Fina l T e rm s1
2
I nv
Thee st m
Final e nt T im e
Valuation line
Date may be postponed if the Final Valuation Date is not a scheduled trading day or if a market disruption event occurs on the Final Valuation Date as described under
"Reference Assets--Indices--Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset" in the accompanying prospectus supplement. In addition, the
Issuer:
Barclays Bank PLC
T ra de The Initial Underlying Level is observed, the Downside Threshold is determined
Maturity Date will be postponed if that day is not a business day or if the Final Valuation Date is postponed as described under "Terms of the Notes--Payment Dates" in the accompanying
Principal
$10 per Security
Da t e :
and the Upside Gearing is set.
prospectus supplement.
Amount:

3
If the Underlying is discontinued or if the sponsor of the Underlying fails to publish the Underlying, the Calculation Agent may select a successor underlying or, if no successor underlying is
Term2:
Approximately 5 years
available, The
will
Final Underlying
calculate the
Level
value to be is observed
used as
and
the
the
Closing Underlying
Level of
Return
the
is determined
Underlying. In addition, the Calculation Agent will calculate the value to be used as the Closing Level of the
Reference S&P 500® Index (Bloomberg ticker symbol "SPX<Index>") (the "Underlying")
Underlying on
in the
the Final
event Valuation
of certain Date.
changes in or modifications to the Underlying. For more information, see "Reference Assets--Indices--Adjustments Relating to Securities with an Index as a
Asset3:
Reference
Asset" in the accompanying prospectus supplement.
Payment · If the Underlying Return is positive , the Issuer will pay the principal

I f t he U nde rlying Re t urn is posit ive , the Issuer will pay the principal amount
at Maturity
amount plus a return equal to the Underlying Return multiplied by the Upside
plus a return equal to the Underlying Return multiplied by the Upside Gearing.
(per
Gearing. Accordingly, the payment at maturity per Security would be calculated
Accordingly, the payment at maturity per Security would be calculated as follows:
Security):
as follows:

$10 + ($10 × Underlying Return
$10 + ($10 × Underlying Return
× Upside Gearing)
× Upside Gearing)

I f t he U nde rlying Re t urn is ze ro or ne ga t ive but t he Fina l U nde rlying
· If the Underlying Return is zero or negative but the Final
Le ve l is gre a t e r t ha n or e qua l t o t he Dow nside T hre shold, the Issuer
U nde rlying Le ve l is gre a t e r t ha n or e qua l t o t he Dow nside
will repay the full principal amount at maturity of $10 per Security.
T hre shold, the Issuer will repay the full principal amount at maturity of $10 per

M a t urit y
Security.
I f t he U nde rlying Re t urn is ne ga t ive a nd t he Fina l U nde rlying Le ve l
Da t e :

is le ss t ha n t he Dow nside T hre shold, the Issuer will repay less than the full
· If the Underlying Return is negative and the Final Underlying
principal amount at maturity, if anything, resulting in a percentage loss on your
Le ve l is le ss t ha n t he Dow nside T hre shold, the Issuer will repay less
investment equal to the decline of the Underlying from the Trade Date to the Final
than the full principal amount at maturity, if anything, resulting in a percentage
Valuation Date. Accordingly, the payment at maturity per Security would be
loss on your investment equal to the decline of the Underlying from the Trade
calculated as follows:
Date to the Final Valuation Date. Accordingly, the payment at maturity per

Security would be calculated as follows:
$10 + ($10 × Underlying Return)

$10 + ($10 × Underlying Return)
If the Underlying Return is negative and the Final Underlying Level is less

than the Downside Threshold, your principal is fully exposed to the decline in
If the Underlying Return is negative and the Final Underlying Level is less
the Underlying, and you will lose a significant portion or all of the principal
than the Downside Threshold, your principal is fully exposed to the
amount of the Securities at maturity. Any payment on the Securities,
decline in the Underlying, and you will lose a significant portion or all of
including any repayment of principal, is subject to the creditworthiness of
the principal amount of the Securities at maturity. Any payment on the
Barclays Bank PLC and is not guaranteed by any third party.
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Securities, including any repayment of principal, is subject to the
I nve st ing in t he Se c urit ie s involve s signific a nt risk s. T he I ssue r w ill not pa y
creditworthiness of Barclays Bank PLC and is not guaranteed by any third
a ny int e re st on t he Se c urit ie s. Y ou m a y lose a signific a nt port ion or a ll of your
party.
princ ipa l. T he Fina l U nde rlying Le ve l is obse rve d re la t ive t o t he Dow nside
Upside
1.23
T hre shold only on t he Fina l V a lua t ion Da t e , a nd t he c ont inge nt re pa ym e nt of
Gearing:
princ ipa l a pplie s only if you hold t he Se c urit ie s t o m a t urit y. Any pa ym e nt on
Underlying
Final Underlying Level Initial Underlying Level
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
Return:
Initial Underlying Level
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
Initial
The Closing Level of the Underlying on the Trade Date, as specified on the cover of
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
Underlying this pricing supplement
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 by t he re le va nt U .K .
Level:
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.
Final
The Closing Level of the Underlying on the Final Valuation Date
PS-6
Underlying
Level:

Downside 60% of the Initial Underlying Level (rounded to two decimal places), as specified on
Threshold: the cover of this pricing supplement
Closing
Closing Level has the meaning set forth under "Reference Assets--Indices--
K e y Risk s
An investment in the Securities involves significant risks. Investing in the Securities is not
Level3:
Special Calculation Provisions" in the prospectus supplement.
equivalent to investing directly in the Underlying or the securities composing the Underlying. Some
CalculationBarclays Bank PLC
of the risks that apply to an investment in the Securities are summarized below, but we urge you to
Agent:
read the more detailed explanation of risks relating to the Securities generally in the "Risk Factors"

section of the prospectus supplement. You should reach an investment decision only after you
have carefully considered with your advisors the suitability of an investment in the Securities in light of your particular circumstances.

¨
Y ou risk losing a signific a nt port ion or a ll of your princ ipa l -- The Securities differ from ordinary debt securities in that the Issuer will not necessarily pay the full principal amount
of the Securities at maturity. The Issuer will repay you the principal amount of your Securities only if the Final Underlying Level is greater than or equal to the Downside Threshold and will
make such payment only at maturity. If the Final Underlying Level is less than the Downside Threshold, you will be exposed to the full negative Underlying Return and the Issuer will repay
less than the full principal amount of the Securities at maturity, if anything, resulting in a percentage loss on your investment equal to the decline of the Underlying from the Trade Date to the
Final Valuation Date. Accordingly, you may lose a significant portion or all of your principal.

¨
Cont inge nt re pa ym e nt of princ ipa l a pplie s only if you hold t he Se c urit ie s t o m a t urit y -- You should be willing to hold your Securities to maturity. The market value of the
Securities may fluctuate between the date you purchase them and the Final Valuation Date. If you are able to sell your Securities prior to maturity in the secondary market, if any, you may
have to sell them at a loss relative to your initial investment even if at that time the level of the Underlying is greater than the Downside Threshold.

¨
T he U pside Ge a ring a pplie s only if you hold t he Se c urit ie s t o m a t urit y -- You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to
maturity in the secondary market, if any, the price you receive likely will not reflect the full economic value of the Upside Gearing or the Securities themselves, and the return you realize may
be less than the product of the performance of the Underlying and the Upside Gearing and may be less than the Underlying's return itself, even if such return is positive. You can receive the
full benefit of the Upside Gearing only if you hold your Securities to maturity.

¨
T he proba bilit y t ha t t he Fina l U nde rlying Le ve l w ill be le ss t ha n t he Dow nside T hre shold w ill de pe nd on t he vola t ilit y of t he U nde rlying -- Volatility is a measure
of the degree of variation in the level of the Underlying over a period of time. The greater the expected volatility at the time the terms of the Securities are set, the greater the expectation is at
that time that the Final Underlying Level will be less than the Downside Threshold, which would result in a loss of a significant portion or all of your principal at maturity. However, the
Underlying's volatility can change significantly over the term of the Securities. The level of the Underlying could fall sharply, which could result in a significant loss of principal. You should be
willing to accept the downside market risk of the Underlying and the potential loss of a significant portion or all of your principal at maturity.

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

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

¨
Ow ning t he Se c urit ie s is not t he sa m e a s ow ning t he se c urit ie s c om posing t he U nde rlying -- The return on your Securities may not reflect the return you would realize if
you actually owned the securities composing the Underlying. As a holder of the Securities, you will not have voting rights or rights to receive dividends or other distributions or other rights that
holders of the securities composing the Underlying would have.

¨
T he U nde rlying re fle c t s t he pric e re t urn of t he se c urit ie s c om posing t he U nde rlying, not t he t ot a l re t urn -- The return on the Securities is based on the performance of
the Underlying, which reflects changes in the market prices of the securities composing the Underlying. The Underlying is not a "total return" index that, in addition to reflecting those price
returns, would also reflect dividends paid on the securities composing the Underlying. Accordingly, the return on the Securities will not include such a total return feature.

¨
N o int e re st pa ym e nt s -- The Issuer will not make periodic interest payments on the Securities.

¨
De a le r inc e nt ive s -- We, the Agents and affiliates of the Agents act in various capacities with respect to the Securities. The Agents and various affiliates may act as a principal, agent or
dealer in connection with the Securities. Such Agents, including the sales representatives of UBS Financial Services Inc., will derive compensation from the distribution of the Securities and
such compensation may serve as an incentive to sell these Securities instead of other investments. We will pay compensation as specified on the cover of this

PS-7

pricing supplement to the Agents in connection with the distribution of the Securities, and such compensation may be passed on to affiliates of the Agents or other third party distributors.

¨
T he re m a y be lit t le or no se c onda ry m a rk e t for t he Se c urit ie s -- The Securities will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates of Barclays
Bank PLC intend to make a secondary market for the Securities but are not required to do so, and may discontinue any such secondary market making at any time, without notice. Even if
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there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Securities easily. Because other dealers are not likely to make a secondary market for the
Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are
willing to buy the Securities. The Securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Securities to maturity.

¨
Pot e nt ia lly inc onsist e nt re se a rc h, opinions or re c om m e nda t ions by Ba rc la ys Ca pit a l I nc ., U BS Fina nc ia l Se rvic e s I nc . or t he ir re spe c t ive a ffilia t e s -- Barclays
Capital Inc., UBS Financial Services Inc. or their respective affiliates and agents may publish research from time to time on financial markets and other matters that may influence the value of
the Securities, or express opinions or provide recommendations that are inconsistent with purchasing or holding the Securities. Any research, opinions or recommendations expressed by
Barclays Capital Inc., UBS Financial Services Inc. or their respective affiliates or agents may not be consistent with each other and may be modified from time to time without notice. You
should make your own independent investigation of the merits of investing in the Securities and the Underlying.

¨
Pot e nt ia l Ba rc la ys Ba nk PLC im pa c t on t he le ve l of t he U nde rlying -- Trading or transactions by Barclays Bank PLC or its affiliates in the securities composing the Underlying
and/or over-the-counter options, futures or other instruments with returns linked to the performance of the Underlying or the securities composing the Underlying may adversely affect the level
of the Underlying and, therefore, the market value of the Securities.

¨
T he Fina l U nde rlying Le ve l is not ba se d on t he le ve l of t he U nde rlying a t a ny t im e ot he r t ha n t he Fina l V a lua t ion Da t e -- The Final Underlying Level will be based
solely on the Closing Level of the Underlying on the Final Valuation Date and the payment at maturity will be based solely on the Final Underlying Level as compared to the Initial Underlying
Level. Therefore, if the level of the Underlying has declined as of the Final Valuation Date, the payment at maturity, if any, may be significantly less than it would otherwise have been had the
Final Underlying Level been determined at a time prior to such decline or after the level of the Underlying has recovered. Although the level of the Underlying on the Maturity Date or at other
times during the term of your Securities may be higher than the level of the Underlying on the Final Valuation Date, you will not benefit from the level of the Underlying at any time other than
the Final Valuation Date.

¨
M a ny e c onom ic a nd m a rk e t fa c t ors w ill im pa c t t he va lue of t he Se c urit ie s -- Structured notes, including the Securities, can be thought of as securities that combine a debt
instrument with one or more options or other derivative instruments. As a result, the factors that influence the values of debt instruments and options or other derivative instruments will also
influence the terms and features of the Securities at issuance and their value in the secondary market. Accordingly, in addition to the level of the Underlying on any day, the value of the
Securities will be affected by a number of economic and market factors that may either offset or magnify each other, including:

¨
the expected volatility of the Underlying and the securities composing the Underlying;

¨
the time to maturity of the Securities;

¨
the market prices of, and dividend rates on, the securities composing the Underlying;

¨
interest and yield rates in the market generally;

¨
supply and demand for the Securities;

¨
a variety of economic, financial, political, regulatory and judicial events; and

¨
our creditworthiness, including actual or anticipated downgrades in our credit ratings.

¨
T he e st im a t e d va lue of your Se c urit ie s is low e r t ha n t he init ia l issue pric e of your Se c urit ie s -- The estimated value of your Securities on the Trade Date is lower than the
initial issue price of your Securities. The difference between the initial issue price of your Securities and the estimated value of the Securities is a result of certain factors, such as 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.

¨
T he e st im a t e d va lue of your Se c urit ie s m ight be low e r if suc h e st im a t e d va lue w e re ba se d on t he le ve ls a t w hic h our de bt se c urit ie s t ra de in t he se c onda ry
m a rk e t -- The estimated value of your Securities on the Trade Date is based on a number of variables, including 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 above might be lower if such estimated value were
based on the levels at which our benchmark debt securities trade in the secondary market. Also, this difference in funding rate as well as certain factors, such as sales commissions, selling
concessions, estimated costs and profits mentioned below, reduces the economic terms of the Securities to you.

¨
T he e st im a t e d va lue of t he Se c urit ie s is ba se d on our int e rna l pric ing m ode ls, w hic h m a y prove t o be ina c c ura t e a nd m a y be diffe re nt from t he pric ing
m ode ls of ot he r fina nc ia l inst it ut ions -- The estimated value of your Securities on the Trade Date is based on our internal pricing models, which take into account a number of
variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and assumptions are not evaluated or verified on an independent basis.
Further, our pricing models may be different from other financial institutions' pricing models and the methodologies used by us to estimate the value of the Securities may not be consistent
with those of other financial institutions that may be purchasers or sellers of

PS-8

Securities in the secondary market. As a result, the secondary market price of your Securities may be materially different from the estimated value of the Securities determined by reference to
our internal pricing models.

¨
T he e st im a t e d va lue of your Se c urit ie s is not a pre dic t ion of t he pric e s a t w hic h you m a y se ll your Se c urit ie s in t he se c onda ry m a rk e t , if a ny, a nd suc h
se c onda ry m a rk e t pric e s, if a ny, w ill lik e ly be low e r t ha n t he init ia l issue pric e of your Se c urit ie s a nd m a y be low e r t ha n t he e st im a t e d va lue of your
Se c urit ie s -- The estimated value of the Securities will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the
Securities from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do). The price at which you may be able to sell your Securities 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 sized trades, and may be
substantially less than our estimated value of the Securities. Further, as secondary market prices of your Securities take into account the levels at which our debt securities trade in the
secondary market, and do not take into account our various costs related to the Securities such as fees, commissions, discounts, and the costs of hedging our obligations under the Securities,
secondary market prices of your Securities will likely be lower than the initial issue price of your Securities. As a result, the price at which Barclays Capital Inc., other affiliates of ours or third
parties may be willing to purchase the Securities from you in secondary market transactions, if any, will likely be lower than the price you paid for your Securities, and any sale prior to the
Maturity Date could result in a substantial loss to you.

¨
T he t e m pora ry pric e a t w hic h w e m a y init ia lly buy t he Se c urit ie s in t he se c onda ry m a rk e t a nd t he va lue w e m a y init ia lly use for c ust om e r a c c ount
st a t e m e nt s, if w e provide a ny c ust om e r a c c ount st a t e m e nt s a t a ll, m a y not be indic a t ive of fut ure pric e s of your Se c urit ie s -- Assuming that all relevant factors
remain constant after the Trade Date, the price at which Barclays Capital Inc. may initially buy or sell the Securities in the secondary market (if Barclays Capital Inc. makes a market in the
Securities, which it is not obligated to do) 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 of the Securities on the Trade Date, as well as the secondary market value of the Securities, for a temporary period after the initial issue date of the Securities. The price at
which Barclays Capital Inc. may initially buy or sell the Securities in the secondary market and the value that we may initially use for customer account statements may not be indicative of
future prices of your Securities. Please see "Additional Information Regarding Our Estimated Value of the Securities" on page PS-3 for further information.

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¨
We a nd our a ffilia t e s m a y e nga ge in va rious a c t ivit ie s or m a k e de t e rm ina t ions t ha t c ould m a t e ria lly a ffe c t your Se c urit ie s in va rious w a ys a nd c re a t e
c onflic t s of int e re st -- We and our affiliates play a variety of roles in connection with the issuance of the Securities, as described below. In performing these roles, our and our affiliates'
economic interests are potentially adverse to your interests as an investor in the Securities.

In connection with our normal business activities and in connection with hedging our obligations under the Securities, we and our affiliates make markets in and trade various financial
instruments or products for our accounts and for the account of our clients and otherwise provide investment banking and other financial services with respect to these financial instruments
and products. These financial instruments and products may include securities, derivative instruments or assets that may relate to the Underlying or its components. In any such market
making, trading and hedging activity, investment banking and other financial services, we or our affiliates may take positions or take actions that are inconsistent with, or adverse to, the
investment objectives of the holders of the Securities. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of the Securities into account in conducting these
activities. Such market making, trading and hedging activity, investment banking and other financial services may negatively impact the value of the Securities.

In addition, the role played by Barclays Capital Inc., as the agent for the Securities, could present significant conflicts of interest with the role of Barclays Bank PLC, as issuer of the Securities.
For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from the distribution of the Securities and such compensation or financial benefit may
serve as an incentive to sell the Securities instead of other investments. Furthermore, we and our affiliates establish the offering price of the Securities for initial sale to the public, and the
offering price is not based upon any independent verification or valuation.

In addition to the activities described above, we will also act as the Calculation Agent for the Securities. As Calculation Agent, we will determine any values of the Underlying and make any
other determinations necessary to calculate any payments on the Securities. In making these determinations, we may be required to make discretionary judgments, including determining
whether a market disruption event has occurred on any date that the value of the Underlying is to be determined; if the Underlying is discontinued or if the sponsor of the Underlying fails to
publish the Underlying, selecting a successor underlying or, if no successor underlying is available, determining any value necessary to calculate any payments on the Securities; and
calculating the value of the Underlying on any date of determination in the event of certain changes in or modifications to the Underlying. In making these discretionary judgments, our
economic interests are potentially adverse to your interests as an investor in the Securities, and any of these determinations may adversely affect any payments on the Securities.

¨
T he U .S. fe de ra l inc om e t a x c onse que nc e s of a n inve st m e nt in t he Se c urit ie s a re unc e rt a in -- There is no direct legal authority regarding the proper U.S. federal income
tax treatment of the Securities, and we do not plan to request a ruling from the Internal Revenue Service (the "IRS"). Consequently, significant aspects of the tax treatment of the Securities
are uncertain, and the IRS or a court might not agree with the treatment of the Securities as prepaid forward contracts, as described under "What Are the Tax Consequences of an Investment
in the Securities?" below. If the IRS were successful in asserting an alternative treatment for the Securities, the tax consequences of the ownership and disposition of the Securities could be
materially and adversely affected. In addition, in 2007 the Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax
treatment of "prepaid forward contracts" and similar instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely
affect the tax consequences of an investment in the Securities, possibly with retroactive effect. You should review carefully the sections of the accompanying prospectus supplement entitled
"Material U.S. Federal Income Tax Consequences--Tax Consequences to U.S. Holders--Notes Treated as Prepaid Forward or Derivative Contracts" and, if you are a non-U.S. holder, "--Tax
Consequences to Non-U.S. Holders," and consult your tax advisor regarding the U.S. federal tax consequences of an investment in the Securities (including possible alternative treatments and
the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

PS-9

H ypot he t ic a l Ex a m ple s a nd Re t urn T a ble of t he Se c urit ie s a t M a t urit y

H ypot he t ic a l t e rm s only. Ac t ua l t e rm s m a y va ry. Se e t he c ove r pa ge for a c t ua l offe ring t e rm s.

The examples and table below illustrate the payment at maturity for a $10 principal amount Security on a hypothetical offering of Securities under various scenarios, with the assumptions set
forth below.* You should not take these examples or the table below as an indication or assurance of the expected performance of the Securities. The examples and table below do not take into
account any tax consequences from investing in the Securities. Numbers appearing in the examples and table below have been rounded for ease of analysis.

Term:
Approximately 5 years
Hypothetical Initial Underlying Level:
100.00
Upside Gearing:
1.23
Hypothetical Downside Threshold:
60.00 (60% of the hypothetical Initial Underlying Level)
* Terms used for purposes of these hypothetical examples do not represent the actual Initial Underlying Level, Downside Threshold or Final Underlying Level. The hypothetical Initial Underlying
Level of 100.00 has been chosen for illustrative purposes only and does not represent the actual Initial Underlying Level. The actual Initial Underlying Level and resulting Downside Threshold
are set forth on the cover of this pricing supplement, and the actual Final Underlying Level will be the Closing Level of the Underlying on the Final Valuation Date. For historical Closing Levels
of the Underlying, please see the historical information set forth under the section titled "S&P 500® Index" below. We cannot predict the Closing Level of the Underlying on any day during the
term of the Securities, including on the Final Valuation Date.

U nde rlying
Pa ym e nt
T ot a l Re t urn on Se c urit ie s
Fina l U nde rlying Le ve l
Re t urn
a t M a t urit y
a t M a t urit y 1
180.00
80.00%
$19.840
98.40%
170.00
70.00%
$18.610
86.10%
160.00
60.00%
$17.380
73.80%
150.00
50.00%
$16.150
61.50%
140.00
40.00%
$14.920
49.20%
130.00
30.00%
$13.690
36.90%
120.00
20.00%
$12.460
24.60%
110.00
10.00%
$11.230
12.30%
105.00
5.00%
$10.615
6.15%
100.00
0.00%
$10.000
0.00%
95.00
-5.00%
$10.000
0.00%
90.00
-10.00%
$10.000
0.00%
80.00
-20.00%
$10.000
0.00%
70.00
-30.00%
$10.000
0.00%
60.00
-40.00%
$10.000
0.00%
59.99
-40.01%
$5.999
-40.01%
50.00
-50.00%
$5.000
-50.00%
40.00
-60.00%
$4.000
-60.00%
30.00
-70.00%
$3.000
-70.00%
20.00
-80.00%
$2.000
-80.00%
10.00
-90.00%
$1.000
-90.00%
0.00
-100.00%
$0.000
-100.00%
1
The "total return" is the number, expressed as a percentage, that results from comparing the payment at maturity per Security to the purchase price of $10 per Security.
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PS-10

Ex a m ple 1 -- The Closing Level of the Underlying increases 10.00% from the Initial Underlying Level of 100.00 to a Final Underlying Level of 110.00, resulting in an Underlying Return of
10.00%. Because the Underlying Return of 10.00% is positive, the Issuer will pay a payment at maturity calculated as follows per Security:

$10 + ($10 × Underlying Return × Upside Gearing)
$10 + ($10 × 10.00% × 1.23) = $10 + $1.23 = $11.230

The payment at maturity of $11.230 per Security represents a total return on the Securities of 12.30%.

Ex a m ple 2 -- The Closing Level of the Underlying decreases 10.00% from the Initial Underlying Level of 100.00 to a Final Underlying Level of 90.00, resulting in an Underlying Return of -
10.00%.

Because the Underlying Return is negative and the Final Underlying Level is greater than or equal to the Downside Threshold, the Issuer will repay the full principal amount at maturity of
$10.000 per Security.

The payment at maturity of $10.000 per Security represents a total return on the Securities of 0.00%.

Ex a m ple 3 -- The Closing Level of the Underlying decreases 60.00% from the Initial Underlying Level of 100.00 to a Final Underlying Level of 40.00, resulting in an Underlying Return of -
60.00%.

Because the Underlying Return is negative and the Final Underlying Level is less than the Downside Threshold, the Issuer will pay a payment at maturity calculated as follows per Security:

$10 + ($10 × Underlying Return)

$10 + ($10 × -60.00%) = $10 + -$6 = $4.000

The payment at maturity of $4.000 per Security represents a loss on the Securities of 60.00%, which reflects the Underlying Return of

-60.00%.

I f t he U nde rlying Re t urn is ne ga t ive a nd t he Fina l U nde rlying Le ve l is le ss t ha n t he Dow nside T hre shold, a t m a t urit y t he I ssue r w ill re pa y le ss t ha n t he full
princ ipa l a m ount , if a nyt hing, re sult ing in a pe rc e nt a ge loss on your inve st m e nt e qua l t o t he de c line of t he U nde rlying from t he T ra de Da t e t o t he Fina l
V a lua t ion Da t e .

PS-11

Wha t Are t he T a x Conse que nc e s of a n I nve st m e nt in t he Se c urit ie s ?
You should review carefully the sections entitled "Material U.S. Federal Income Tax Consequences--Tax Consequences to U.S. Holders--Notes Treated as Prepaid Forward or Derivative
Contracts" and, if you are a non-U.S. holder, "--Tax Consequences to Non-U.S. Holders," in the accompanying prospectus supplement. The following discussion, when read in combination with
those sections, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the
Securities. The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.

Based on current market conditions, in the opinion of our special tax counsel, it is reasonable to treat the Securities for U.S. federal income tax purposes as prepaid forward contracts with
respect to the Underlying. Assuming this treatment is respected, upon a sale or exchange of the Securities (including redemption at maturity), you should recognize capital gain or loss equal to
the difference between the amount realized on the sale or exchange and your tax basis in the Securities, which should equal the amount you paid to acquire the Securities. This gain or loss on
your Securities should be treated as long-term capital gain or loss if you hold your Securities for more than a year, whether or not you are an initial purchaser of Securities at the original issue
price. However, the IRS or a court may not respect this treatment, in which case the timing and character of any income or loss on the Securities could be materially and adversely affected. In
addition, in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of "prepaid forward contracts" and similar
instruments. The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment. It also asks for comments on a number of
related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are
linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be
subject to the "constructive ownership" regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge. While
the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and
adversely affect the tax consequences of an investment in the Securities, possibly with retroactive effect. You should consult your tax advisor regarding the U.S. federal income tax consequences
of an investment in the Securities, including possible alternative treatments and the issues presented by this notice.

Non-U.S. Holders. Insofar as we have responsibility as a withholding agent, we do not intend to treat payments on the Securities to non-U.S. holders (as defined in the accompanying prospectus
supplement) as subject to U.S. withholding tax. However, non-U.S. holders should in any event expect to be required to provide appropriate Forms W-8 or other documentation in order to
establish an exemption from backup withholding, as described under the heading "--Information Reporting and Backup Withholding" in the accompanying prospectus supplement. If any
withholding is required, we will not be required to pay any additional amounts with respect to amounts withheld.

Treasury regulations under Section 871(m) generally impose a withholding tax on certain "dividend equivalents" under certain "equity linked instruments." A recent IRS notice excludes from the
scope of Section 871(m) instruments issued prior to January 1, 2019 that do not have a "delta of one" with respect to underlying securities that could pay U.S.-source dividends for U.S. federal
income tax purposes (each an "Underlying Security"). Based on our determination that the Securities do not have a "delta of one" within the meaning of the regulations, our special tax counsel is
of the opinion that these regulations should not apply to the Securities with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS may disagree with this
determination. Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other transactions with respect to an Underlying
Security. You should consult your tax advisor regarding the potential application of Section 871(m) to the Securities.

PS-12

S& P 5 0 0 ® I nde x
The Underlying consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more information about the Underlying, see "Indices--The S&P
U.S. Indices" in the accompanying index supplement, as supplemented by the following updated information. Beginning in June 2016 (or July 2017, in the case of IEX), U.S. common equities
listed on Bats BZX, Bats BYX, Bats EDGA, Bats EDGX or IEX were added to the universe of securities that are eligible for inclusion in the Underlying and, effective March 10, 2017, the
minimum unadjusted company market capitalization for potential additions to the Underlying was increased to $6.1 billion from $5.3 billion. In addition, as of July 31, 2017, the securities of
companies with multiple share class structures are no longer eligible to be added to the Underlying, but securities already included in the Underlying have been grandfathered and are not
affected by this change.

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H ist oric a l I nform a t ion

The following graph sets forth the performance of the Underlying from January 2, 2008 through August 28, 2018, based on the daily Closing Levels of the Underlying. The Closing Level of the
Underlying on August 28, 2018 was 2,897.52. The dotted line represents the Downside Threshold of 1,738.51, which is equal to 60% of the Initial Underlying Level.

We obtained the Closing Levels of the Underlying from Bloomberg Professional® service, without independent verification. Historical performance of the Underlying should not be taken as an
indication of future performance. Future performance of the Underlying may differ significantly from historical performance, and no assurance can be given as to the Closing Level of the
Underlying during the term of the Securities, including on the Final Valuation Date. We cannot give you assurance that the performance of the Underlying will not result in a loss on your initial
investment.

PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.

PS-13

Supple m e nt a l Pla n of Dist ribut ion
We have agreed to sell to Barclays Capital Inc. and UBS Financial Services Inc., together the "Agents," and the Agents have agreed to purchase, all of the Securities at the initial issue price less
the underwriting discount indicated on the cover of this pricing supplement. UBS Financial Services Inc. may allow a concession not in excess of the underwriting discount set forth on the cover
of this pricing supplement to its affiliates.

We expect that delivery of the Securities will be made against payment for the Securities on the Settlement Date indicated on the cover of this pricing supplement, which is expected to be more
than two business days following the Trade Date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Securities on any date prior to two business days before delivery
will be required, by virtue of the fact that the Securities will initially settle in more than two business days, to specify alternative settlement arrangements to prevent a failed settlement. See "Plan
of Distribution (Conflicts of Interest)" in the prospectus supplement.

We or our affiliates have entered or will enter into swap agreements or related hedge transactions with one of our other affiliates or unaffiliated counterparties in connection with the sale of the
Securities and the Agents and/or an affiliate may earn additional income as a result of payments pursuant to the swap, or related hedge transactions.

We have agreed to indemnify the Agents against liabilities, including certain liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the Agents may be required
to make relating to these liabilities as described in the prospectus and the prospectus supplement. We have agreed that UBS Financial Services Inc. may sell all or a part of the Securities that it
purchases from us to its affiliates at the price that is indicated on the cover of this pricing supplement.

The Securities are not intended to be offered, sold or otherwise made available to and may not be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA Retail Investor"). For these purposes, an EEA Retail Investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as
amended from time to time, "MiFID"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended from time to time), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended from time to time, including by Directive 2010/73/EU). Consequently
no key information document required by Regulation (EU) No 1286/2014 (as amended from time to time, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them
available to EEA Retail Investors has been prepared and therefore offering or selling such Securities or otherwise making them available to any EEA Retail Investor may be unlawful under the
PRIIPs Regulation.

V a lidit y of t he Se c urit ie s
In the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to Barclays Bank PLC, when the Securities offered by this pricing supplement have been executed and
issued by Barclays Bank PLC and authenticated by the trustee pursuant to the indenture, and delivered against payment as contemplated herein, such Securities will be valid and binding
obligations of Barclays Bank PLC, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally, concepts of
reasonableness and equitable principles of general applicability (including, without limitation, concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions
giving effect to governmental actions or foreign laws affecting creditors' rights, provided that such counsel expresses no opinion as to the effect of fraudulent conveyance, fraudulent transfer or
similar provision of applicable law on the conclusions expressed above. This opinion is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion
involves matters governed by English law, Davis Polk & Wardwell LLP has relied, with Barclays Bank PLC's permission, on the opinion of Davis Polk & Wardwell London LLP, dated as of August
20, 2018, filed as an exhibit to a report on Form 6-K by Barclays Bank PLC on August 20, 2018, and this opinion is subject to the same assumptions, qualifications and limitations as set forth in
such opinion of Davis Polk & Wardwell London LLP. In addition, this opinion is subject to customary assumptions about the trustee's authorization, execution and delivery of the indenture and its
authentication of the Securities and the validity, binding nature and enforceability of the indenture with respect to the trustee, all as stated in the letter of Davis Polk & Wardwell LLP, dated August
20, 2018, which has been filed as an exhibit to the report on Form 6-K referred to above.

PS-14

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Document Outline

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