Obligation Barclay PLC 0% ( US06747M6R25 ) en USD

Barclay PLC

100 % ▼

Royaume-Uni

US06747M6R25 ( en USD )

03/11/2023 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06747M6R25 en USD 0%, échue

1 000 USD

292 000 USD

06747M6R2

N/A

A1 ( Qualité moyenne supérieure )

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 US06747M6R25, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 03/11/2023

L'Obligation émise par Barclay PLC ( Royaume-Uni ) , en USD, avec le code ISIN US06747M6R25, a été notée A1 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

424B2 1 a19-3952_13424b2.htm 424B2 - 1 LN27 [BARC-AMERICAS.FID1021989]

Pricing Supplement dated January 31, 2019
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated March 30, 2018 and the Prospectus Supplement dated July 18, 2016)
Registration No. 333212571

$ 2 9 2 ,0 0 0
N ot e s due N ove m be r 3 , 2 0 2 3
Link e d t o t he Pe rform a nc e of t he Ba rc la ys T ra ilbla ze r Se c t ors 5
I nde x Globa l M e dium -T e rm N ot e s, Se rie s A

Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.

Issuer:
Barclays Bank PLC
Denominations:
Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
Initial Valuation Date:
January 31, 2019
Issue Date:
February 5, 2019
Final Valuation Date:*
October 31, 2023
Maturity Date:*
November 3, 2023
Reference Asset:
The Barclays Trailblazer Sectors 5 Index (Bloomberg ticker symbol "BXIITBZ5 <Index>") (the "Index")
Payment at Maturity:
If you hold the Notes to maturity, you will receive on the Maturity Date a cash payment per $1,000 principal amount Note that you
hold determined as follows:
If the Final Level is greater than the Initial Level, you will receive an amount per $1,000 principal amount Note
calculated as follows:
$1,000 + [$1,000 × Index Return × Upside Leverage Factor]
If the Final Level is less than or equal to the Initial Level, you will receive a payment of $1,000 per $1,000 principal
amount Note
Any payment on the Notes is not guaranteed by any third party and is subject to both the creditworthiness of the Issuer and to
the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. If Barclays Bank PLC were to default on its
payment obligations or become subject to the exercise of any U.K. Bail-in Power (or any other resolution measure) by the
relevant U.K. resolution authority, you might not receive any amounts owed to you under the Notes. See "Consent to U.K.
Bail-in Power" and "Selected Risk Considerations" in this pricing supplement and "Risk Factors" in the accompanying
prospectus supplement for more information.
Initial Level:
187.9825, the Index Level on the Initial Valuation Date
Final Level:
The Index Level on the Final Valuation Date
Upside Leverage Factor:
3.00
Index Fee and Costs:
The index includes an index fee of 0.85% per annum. In addition, the Index is an "excess return" index, meaning that it tracks the
performance of its components minus a notional borrowing cost (represented by the ICE LIBOR USD 3 Month rate).
The components of the Index must perform sufficiently well to offset the effect of such index fee and such borrowing cost in order
for the Index to appreciate in value and, accordingly, for you to earn any positive return on your Notes. See "The Index--Overview"
and "Selected Risk Considerations--Risks Relating to the Index--The Deduction of Notional Financing Costs and an Index Fee
Will Adversely Affect Index Performance" in this pricing supplement for additional information.
Index Sponsor:
The Index was created by Barclays Bank PLC, which is the owner of the intellectual property and licensing rights relating to the
Index. The Index is operated by Barclays Index Administration, an independent index administration function within Barclays Bank
PLC (in such capacity, the "Index Sponsor" and as described under "The Index--Overview" in this pricing supplement).
Consent to U.K. Bail-in Power:
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by
acquiring the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any
U.K. Bail-in Power by the relevant U.K. resolution authority. See "Consent to U.K. Bail-in Power" on page PS2 of this pricing
supplement.

[Terms of the Notes Continue on the Next Page]

Initial Issue Price(1)
Price to Public
Agent's Commission(2)
Proceeds to Barclays Bank PLC(2)

Per Note
$1,000
100%
1.00%
99.00%

Total
$292,000
$292,000
$2,565
$289,435
(1) Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $967.90 per Note. The estimated value is less than the initial
issue price of the Notes. See "Additional Information Regarding Our Estimated Value of the Notes" on page PS3 of this pricing supplement.
(2) Barclays Capital Inc. will receive commissions from the Issuer of up to 1.00% of the principal amount of the Notes, or up to $10.00 per $1,000 principal amount.
Barclays Capital Inc. will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers. The per Note
agent's commission and proceeds to Issuer shown above is the minimum amount of proceeds that the Issuer receives per Note, assuming the maximum Agent's
commission per Note of 1.00%. The total agent's commission and total proceeds to issuer shown above give effect to the actual amount of the variable Agent's
commission.
In addition, investors that hold their Notes in fee-based advisory or trust accounts may be charged fees by the investment advisor or manager of such account based
on the amount of assets held in those accounts, including the Notes.
Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S7 of the prospectus supplement and "Selected Risk Considerations"
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

beginning on page PS7 of this pricing supplement.

We may use this pricing supplement in the initial sale of Notes. In addition, Barclays Capital Inc. or another of our affiliates may use this pricing supplement in
market resale transactions in any Notes after their initial sale. Unless we or our agent informs you otherwise in the confirmation of sale, this pricing supplement
is being used in a market resale transaction.

The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined that this pricing supplement is truthful or complete. Any representation to the
contrary is a criminal offense.

The Notes constitute our direct, unconditional, unsecured and unsubordinated obligations and are not deposit liabilities of either Barclays PLC or Barclays Bank PLC
and are not covered by the U.K. Financial Services Compensation Scheme or insured or guaranteed by the U.S. Federal Deposit Insurance Corporation or any other
governmental agency of the United States, the United Kingdom or any other jurisdiction.

Terms of Notes, Continued

Index Return:
The performance of the Index from the Initial Level to the Final Level, calculated as follows:
Final Level Initial Level
Initial Level
Index Level:
With respect to the Index on any date, the official closing level of the Index on that date calculated and published by the Index
Sponsor and displayed on Bloomberg Professional® service ("Bloomberg") page "BXIITBZ5 <Index>" or any successor page on
Bloomberg or any successor service, as applicable.
Calculation Agent:
Barclays Bank PLC
CUSIP / ISIN:
06747M6R2 / US06747M6R25

*
Subject to postponement

, as described under "Additional Terms of the Notes" in this pricing supplement

ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES

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

When you read the prospectus supplement, 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:

https://www.sec.gov/Archives/edgar/data/312070/000119312518103150/d561709d424b3.htm

·
Prospectus Supplement dated July 18, 2016:

https://www.sec.gov/Archives/edgar/data/312070/000110465916132999/a16-14463_21424b3.htm

Our SEC file number is 110257. As used in this pricing supplement, the "Company," "we," "us," or "our" refers to Barclays Bank PLC.

PS-1

CONSENT TO U.K. BAIL-IN POWER

Notwithstanding any other agreements, arrangements or understandings between us and any holder of the Notes, by acquiring the Notes, each
holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K.
resolution authority.

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
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

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 the respect of that entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction
or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the Notes; (ii) the conversion of all, or a
portion, of the principal amount of, interest on, or any other amounts payable on, the Notes into shares or other securities or other obligations of
Barclays Bank PLC or another person (and the issue to, or conferral on, the holder of the Notes such shares, securities or obligations); and/or
(iii) the amendment or alteration of the maturity of the Notes, or amendment of the amount of interest or any other amounts due on the Notes, or the
dates on which interest or any other amounts become payable, including by suspending payment for a temporary period; which U.K. Bail-in Power
may be exercised by means of a variation of the terms of the Notes solely to give effect to the exercise by the relevant U.K. resolution authority of
such U.K. Bail-in Power. Each holder of the Notes further acknowledges and agrees that the rights of the holders of the Notes are subject to, and
will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority. For the
avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders of the 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 more information, please see "Selected Risk Considerations--You May Lose Some or All of Your Investment If Any U.K. Bail-in
Power Is Exercised by the Relevant U.K. Resolution Authority" 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.

PS-2

ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE NOTES

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

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

Our estimated value on the Initial Valuation Date is not a prediction of the price at which the Notes may trade in the secondary market, nor will it
be the price at which Barclays Capital Inc. may buy or sell the Notes in the secondary market. Subject to normal market and funding conditions,
Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the Notes in the secondary market but it is not obligated to do so.

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

We urge you to read the "Selected Risk Considerations" beginning on page PS7 of this pricing supplement.

PS-3
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

SELECTED PURCHASE CONSIDERATIONS

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

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

·
You understand and accept that you may not earn any positive return on your Notes.

·
You believe that the investment view implicit in the Index will be successful, you seek an investment that will give you exposure to the

Index and you are willing to bear the risks related to such an investment.

·
You understand and accept that the performance of the Index will be affected by an index fee of 0.85% per annum and by the reduction of

a notional financing cost equal to the ICE LIBOR USD 3 Month rate.

·
You understand and accept that the risks that the Index (a) may not achieve its target level of volatility, (b) may be subject to increased

volatility due to the use of leverage and (c) may underperform its underlying portfolio and/or alternative indices that do not include a
volatility targeting mechanism.

·
You understand and accept the risk that the Index may at any time be notionally invested only in a single component or a small number of

components.

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

maturity.

·
You are willing to assume our credit risk for all payments on the Notes.

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

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

·
You seek an investment that produces periodic interest or coupon payments or other sources of current income or otherwise provides for a

guaranteed positive return.

·
You do not believe that the investment view implicit in the Index will be successful or you are unwilling or unable to bear the risks

associated with an investment that provides exposure to the Index.

·
You seek exposure to an index or group of assets that does not subtract an index fee or any notional financing costs.

·
You seek exposure to an index or portfolio that may not be concentrated in a small number of assets.

·
You do not understand and/or are unwilling or unable to accept the risks associated with the volatility targeting mechanism of the Index,

including the risk that the Index may not achieve its target volatility and the risk that the Index may underperform an investment in its
portfolio that is not subject to a volatility targeting mechanism.

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

maturity.

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

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

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

PS-4

ADDITIONAL TERMS OF THE NOTES

Market Disruption Events

If the Calculation Agent determines that, on the Final Valuation Date, a Market Disruption Event occurs or is continuing with respect to the Index,
the Final Valuation Date will be postponed to the immediately succeeding Index Business Day on which no Market Disruption Event occurs or is
continuing. In no event, however, will the Final Valuation Date be postponed by more than five scheduled Index Business Days. If the Calculation
Agent determines that a Market Disruption Event occurs or is continuing with respect to the Index on such fifth day, the Calculation Agent will
determine the Index Level for such fifth day in good faith and in a commercially reasonable manner.

If the Final Valuation Date is postponed, the Maturity Date will be postponed such that the number of business days from the Final Valuation Date
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

to the Maturity Date remains the same.

With respect to the Notes, a "Market Disruption Event," means:

the occurrence of an Index Market Disruption Event (as defined below under "Description of the Index"); or

the failure of the Index Sponsor to calculate and publish the official Index Level on an Index Business Day

in each case as determined by the Calculation Agent in its sole discretion.

Discontinuation of the Index; Alteration of Methodology or Calculation of the Index

If the Index Sponsor discontinues publication of the Index and the Index Sponsor or another entity publishers a successor or substitute index that the
Calculation Agent determines, in its sole discretion, to be comparable to the discontinued Index (such index being referred to herein as a
"Successor Index"), then the Index Level on the Final Valuation Date, or any other relevant date on which the Index Level is to be determined, will
be determined by reference to the level of such Successor Index at the time of daily final publication, or close of trading on the relevant exchange or
market for such Successor Index, as applicable, on such date. If a Successor Index is selected by the Calculation Agent, the Successor Index will be
used as a substitute for the Index for all purposes under the Notes.

If an Index Cancellation occurs on or prior to the Final Valuation Date or any other relevant date on which the Index Level is to be determined and
is continuing on any such date, then the Index Level will be computed by the Calculation Agent in accordance with the formula for and method of
calculating the Index or Successor Index, as applicable, last in effect prior to such Index Cancellation.

An "Index Cancellation" will occur if (a) the Index Sponsor discontinues publication of the Index Level on or prior to the Final Valuation Date (or
any other relevant date on which the Index Level is to be determined) and such discontinuation is continuing on the Final Valuation Date (or other
relevant date) and the Calculation Agent determines that no Successor Index is available at such time or (b) the Calculation Agent has previously
selected a Successor Index and publication of such Successor Index is discontinued prior to, and such discontinuation is continuing on, such Final
Valuation Date or other relevant date.

If at any time the method of calculating the Index or a Successor Index, or the level thereof, is changed in a material respect, or if the Index or a
Successor Index is in any other way modified such that the Index or such Successor Index does not, in the opinion of the Calculation Agent, fairly
represent the level of the Index or such Successor Index had such changes or modifications not been made, then the Calculation Agent will make
those calculations and adjustments as the Calculation Agent determines may be necessary in order to arrive at a level for the Index or Successor
Index comparable to the Index or Successor Index, as the case may be, as if those changes or modifications had not been made, and calculate the
payment at maturity or any other payment to be made on the Notes with reference to the Index (or Successor Index), as adjusted.

PS-5

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY

The following table illustrates the hypothetical total return at maturity on the Notes under various circumstances. The "total return" as used in this
pricing supplement is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount
Note to $1,000. The hypothetical total returns set forth below are for illustrative purposes only and may not be the actual total returns applicable to
a purchaser of the Notes. The numbers appearing in the following table and examples have been rounded for ease of analysis. The hypothetical
examples below do not take into account any tax consequences from investing in the Notes and make the following key assumption:

Hypothetical Initial Level: 100.0000*

*
The hypothetical Initial Level of 100.0000 has been chosen for illustrative purposes only. The actual Initial Level is as set forth on the cover of

this pricing supplement.

Final Level
Index Return
Payment at Maturity**
Total Return on Notes
150.0000
50.00%
$2,500.00
150.00%
140.0000
40.00%
$2,200.00
120.00%
130.0000
30.00%
$1,900.00
90.00%
120.0000
20.00%
$1,600.00
60.00%
110.0000
10.00%
$1,300.00
30.00%
105.0000
5.00%
$1,150.00
15.00%
100.0000
0.00%
$1,000.00
0.00%
90.0000
-10.00%
$1,000.00
0.00%
80.0000
-20.00%
$1,000.00
0.00%
70.0000
-30.00%
$1,000.00
0.00%
60.0000
-40.00%
$1,000.00
0.00%
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

50.0000
-50.00%
$1,000.00
0.00%
40.0000
-60.00%
$1,000.00
0.00%
30.0000
-70.00%
$1,000.00
0.00%
20.0000
-80.00%
$1,000.00
0.00%
10.0000
-90.00%
$1,000.00
0.00%
0.0000
-100.00%
$1,000.00
0.00%

** per $1,000 principal amount Note

The following examples illustrate how the total returns set forth in the table above are calculated:

Example 1: The level of the Index increases from an Initial Level of 100.0000 to a Final Level of 110.0000.

Because the Final Level is greater than the Initial Level, you will receive a payment at maturity of $1,300.00 per $1,000 principal amount Note that
you hold, calculated as follows:

$1,000 + [$1,000 × Index Return × Upside Leverage Factor]
$1,000 + [$1,000 × 10.00% × 3.00] = $1,300.00

The total return on the investment of the Notes is 30.00%.

Example 2: The level of the Index decreases from an Initial Level of 100.0000 to a Final Level of 80.0000.

Because the Final Level is less than the Initial Level, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you
hold.

The total return on the investment of the Notes is 0.00%.

PS-6

SELECTED RISK CONSIDERATIONS

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Index or its components.
These risks are explained in more detail in the "Risk Factors" section of the prospectus supplement, including the risk factors discussed under the
following headings of the prospectus supplement:

·
"Risk Factors--Risks Relating to the Securities Generally"; and

·
"Risk Factors--Additional Risks Relating to Securities with Reference Assets That Are Equity Securities, Indices of Equity Securities or

Exchange-Traded Funds that Hold Equity Securities."

In addition to the risks described above, you should consider the following:

Risks Relating to the Notes Generally

·
You Will Not Receive any Payments on the Notes Other than the Payment at Maturity--You will not receive any interest or coupon

payments on the Notes or any other payments other than the payment at maturity. If the Final Level is less than or equal to the Initial Level,
your payment at maturity will be limited to the principal amount of your Notes and you will not earn any positive return. The return at
maturity of the principal amount of your Notes plus any amount in excess thereof may not compensate you for any loss in value due to
inflation and other factors relating to the value of money over time.

·
The Payment at Maturity of Your Notes is Not Based on the Level of the Index at Any Time Other than the Final Level--The Final

Level and the Index Return will be based solely on the Index Level on the Final Valuation Date (as compared to the Initial Level). Therefore,
if the level of the Index drops on the Final Valuation Date, the payment at maturity on the Notes may be significantly less than it would have
been had it been linked to the level of the Index at any time prior to such drop.

·
Credit of Issuer--The Notes are senior unsecured debt obligations of the issuer, Barclays Bank PLC, and are not, either directly or indirectly,

an obligation of any third party. Any payment to be made on the Notes is subject to the ability of Barclays Bank PLC to satisfy its obligations
as they come due and is not guaranteed by any third party. As a result, the actual and perceived creditworthiness of Barclays Bank PLC may
affect the market value of the Notes, and in the event Barclays Bank PLC were to default on its obligations, you may not receive any amounts
owed to you under the terms of the Notes.

·
You May Lose Some or All of Your Investment If Any U.K. Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority--

Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder of the Notes, by acquiring
the Notes, each holder of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by
the relevant U.K. resolution authority as set forth under "Consent to U.K. Bail-in Power" in this pricing supplement. Accordingly, any U.K.
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

Bail-in Power may be exercised in such a manner as to result in you and other holders of the Notes losing all or a part of the value of your
investment in the Notes or receiving a different security from the Notes, which may be worth significantly less than the Notes and which may
have significantly fewer protections than those typically afforded to debt securities. Moreover, the relevant U.K. resolution authority may
exercise the U.K. Bail-in Power without providing any advance notice to, or requiring the consent of, the holders of the Notes. The exercise of
any U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes will not be a default or an Event of Default (as each
term is defined in the indenture) and the trustee will not be liable for any action that the trustee takes, or abstains from taking, in either case, in
accordance with the exercise of the U.K. Bail-in Power by the relevant U.K. resolution authority with respect to the Notes. See "Consent to
U.K. Bail-in Power" in this 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.

·
Owning the Notes is Not the Same as Owning the Securities Composing the Index--The return on the Notes may not reflect the return

you would realize if you actually owned the Index Components or the assets underlying the Index Components. As a holder of the Notes, you
will not have voting rights or rights to receive dividends or other distributions or other rights that holders of the Index Components or any
asset underlying the Index Components would have.

·
The Estimated Value of Your Notes is Lower Than the Initial Issue Price of Your Notes--The estimated value of your Notes on the

Initial Valuation Date is lower than the initial issue price of your Notes. The difference between the initial issue price of your Notes and the
estimated value of the Notes 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 Notes, the estimated cost which we may incur in hedging our
obligations under the Notes, and estimated development and other costs which we may incur in connection with the Notes.

·
The Estimated Value of Your Notes Might be Lower if Such Estimated Value Were Based on the Levels at Which Our Debt Securities

Trade in the Secondary Market--The estimated value of your Notes on the Initial Valuation 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

PS-7

might 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 the Notes is Based on Our Internal Pricing Models, Which May Prove to be Inaccurate and May be Different

from the Pricing Models of Other Financial Institutions--The estimated value of your Notes on the Initial Valuation 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 Notes may not be
consistent with those of other financial institutions which may be purchasers or sellers of Notes in the secondary market. As a result, the
secondary market price of your Notes may be materially different from the estimated value of the Notes determined by reference to our
internal pricing models.

·
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, if

any, and Such Secondary Market Prices, If Any, Will Likely be Lower Than the Initial Issue Price of Your Notes and May be Lower
Than the Estimated Value of Your Notes--The estimated value of the Notes 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 Notes 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 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 sized
trades, and may be substantially less than our estimated value of the Notes. Further, as secondary market prices of your Notes 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
Notes such as fees, commissions, discounts, and the costs of hedging our obligations under the Notes, secondary market prices of your Notes
will likely be lower than the initial issue price of your Notes. As a result, the price at which Barclays Capital Inc., other affiliates of ours or
third parties may be willing to purchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you
paid for your Notes, and any sale prior to the maturity date could result in a substantial loss to you.

·
The Temporary Price at Which We May Initially Buy The Notes in the Secondary Market And the Value We May Initially Use for

Customer Account Statements, If We Provide Any Customer Account Statements At All, May Not Be Indicative of Future Prices of
Your Notes--Assuming that all relevant factors remain constant after the Initial Valuation Date, the price at which Barclays Capital Inc. may
initially buy or sell the Notes in the secondary market (if Barclays Capital Inc. makes a market in the Notes, 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 Notes on the Initial Valuation Date, as well as the secondary market value of the Notes, for a temporary period after the
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

initial issue date of the Notes. The price at which Barclays Capital Inc. may initially buy or sell the Notes 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 Notes.

·
We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect the Notes in Various

Ways and Create Conflicts of Interest--We and our affiliates play a variety of roles in connection with the issuance of the Notes, as
described below. In performing these roles, our and our affiliates' economic interests are potentially adverse to your interests as an investor in
the Notes.

In connection with our normal business activities and in connection with hedging our obligations under the Notes, 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 Index or its components. In any such market making,
trading and hedging activity, and other services, we or our affiliates may take positions or take actions that are inconsistent with, or adverse to,
the investment objectives of holders of the Notes. We and our affiliates have no obligation to take the needs of any buyer, seller or holder of
the Notes 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 Notes.

In addition, the role played by Barclays Capital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of
Barclays Bank PLC, as issuer of the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial
benefit from the distribution of the Notes. Furthermore, we and our affiliates establish the offering price of the Notes 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 Notes. As Calculation Agent, we will determine
any values of the Index and make any other determinations necessary to calculate any payments on the Notes. In making these determinations,
we may be required to make certain discretionary judgments relating to the Index and the Notes. In making these discretionary judgments, our
economic interests are potentially adverse to your interests as an investor in the Notes, and any of these determinations may adversely affect
any payments on the Notes.

Furthermore, the role played by Barclays Index Administration in its role as Index Sponsor may create the opportunity for additional conflicts
of interest. For more information, see "--Risks Relating to the Index Generally--The Index Sponsor Will Have the Authority to Make
Determinations That Could Materially Affect the Index Level and the Amounts Payable on the Notes and their Market Value and Create
Conflicts of Interest" below.

PS-8

·
Lack of Liquidity--The Notes 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 Notes but are not required to do so, and may discontinue any such secondary market making at any
time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit the development of a secondary market
for the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because
other dealers are not likely to make a secondary market for the Notes, the price at which you may be able to trade your Notes is likely to
depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes
are not designed to be short-term trading instruments. Accordingly, you should be able and willing to hold your Notes to maturity.

·
Many Economic and Market Factors Will Impact the Value of the Notes--The value of the Notes will be affected by a number of

economic and market factors that interact in complex and unpredictable ways and that may either offset or magnify each other, including:

o
the level of the Index, the Index Components and the assets underlying the Index Components;

o
the volatility of the Index or any of the Index Components;

o
the time to maturity of the Notes;

o
the dividend rate on the Index Components and any equity securities held in the portfolios of such Index Components;

o
interest and yield rates in the market generally;

o
a variety of economic, financial, political, regulatory or judicial events;

o
supply and demand for the Notes; and

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

·
Tax Treatment--As discussed further below under "Tax Considerations" and in the accompanying prospectus supplement, if you are a U.S.

individual or taxable entity, you should be required to accrue interest on a current basis in respect of the Notes over their term based on the
comparable yield for the Notes and pay tax accordingly, even though you will not receive any payments from us until maturity. This
comparable yield is determined solely to calculate the amount on which you will be taxed prior to maturity and is neither a prediction nor a
guarantee of what the actual yield will be.
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

Risks Relating to the Index Generally

·
The Index May Not be Successful and May Underperform Alternative Investment Strategies--There can be no assurance that the Index

will achieve positive returns. The Index tracks a dynamic notional portfolio selected from a universe of 13 Index Components (as defined
under "The Index--Overview" below), while targeting a portfolio volatility equal to the Target Volatility (as defined under "The Index--
Overview" below) of 5.00%. The Index seeks to track a portfolio constructed from the Index Components that is determined by the Index
methodology to have the highest expected return, subject to certain weighting constraints and other conditions described under "The Index--
Overview" below, without the portfolio exceeding the Target Volatility of 5.00%.

It is possible that the Index Components selected at any time for inclusion in the Index will decrease and cause the Index Level (as defined
under "The Index--Overview" below) to fall, or to increase at a lesser rate, than if different Index Components had been chosen for inclusion
in the Index. There can be no assurance that a notional investment in the Index Portfolio will perform better than an alternative investment
portfolio selected based on different criteria or using any other methodology. For example, the return on the S&P® 500 Index, an index
intended to provide a benchmark for the U.S. equity markets, measured from July 5, 2016 (the live date of the Index) to January 31, 2019 was
approximately 29.5%, while the return on the Index was approximately 5.0% when measured between the same two dates.

·
The Index is Subject to Market Risk--The Index Level will depend, in large part, on the performance of the Index Components included in

the portfolio tracked by the Index over the term of your Notes. Even if the Index allocates exposure to the Index Components with the highest
returns, the Index Level may decline if there is a general deterioration in financial markets and economic conditions that causes a decline in
the value of the Index Components that compose the Index at that time.

·
Historical Volatility May be a Poor Indicator of Future Index Component Performance--A fundamental assumption of the Index is that

the historical volatility of the Index Components, as measured by the Index, may be an accurate predictor of their future performance.
Accordingly, the Index seeks to track the portfolio whose Index Components have the highest weighted-average volatility (because volatility is
used as a proxy for expected return), without portfolio volatility exceeding the Target Volatility of 5.00%. No assurance can be given that the
historical volatility of the Index Components will accurately predict their future performance. If the historical volatility of the Index
Components proves not to be an accurate indicator of actual performance, then the Index Portfolio tracked by the Index may not be optimal
and may perform poorly.

·
Historical Volatility May be a Poor Indicator of Future Volatility--The Index seeks to take on a defined and limited degree of expected

risk by tracking a portfolio with an expected risk that does not exceed a pre-defined level. The Index measures the expected risk of portfolio
based on its historical volatility. However, there can be no assurance that the historical volatility of the portfolio tracked by the Index will be
indicative of its future volatility. The volatility of a portfolio may change significantly and sharply as markets change. In addition, other
potential measures of volatility, such as implied volatility derived from the prices of

PS-9

listed options on the Index Components, might be more predictive of future volatility than historical volatility. As a result, the measure of
expected risk used by the Index may be less accurate than other measures that could have been used.

·
The Deduction of Notional Financing Costs and an Index Fee Will Adversely Affect Index Performance--While a total return index

tracks a notional funded investment in its components, with dividends notionally reinvested, an excess return index tracks a notional
investment in its components, with dividends notionally reinvested, made through the use of borrowed funds for which a financing cost is
notionally paid. The Notes are linked to an excess return index and not a total return index. In the particular case of the Index, the level of each
Index Component is based on a notional investment in that Index Component minus a borrowing cost represented by the ICE LIBOR USD 3
Month rate. Accordingly, each Index Component will underperform the total return performance of the corresponding exchange-traded fund.

The ICE LIBOR USD 3 Month rate reflects the rate at which banks lend U.S. dollars to each other for a term of 3 months in the London
interbank market. The ICE LIBOR USD 3 Month rate will be affected by many factors, including, among others, the monetary policy of the
Federal Reserve. The ICE LIBOR USD 3 Month rate has fluctuated significantly over time. For example, on December 30, 2005, the ICE
LIBOR USD 3 Month rate was 4.53625% and on December 30, 2016, the ICE LIBOR USD 3 Month rate was 0.99789%, and on January 31,
2019, the ICE LIBOR USD 3 Month rate was 2.73750%. Any increase in the ICE LIBOR USD 3 Month rate, due to the Federal Reserve
raising interest rates (specifically, its federal funds target rate) or otherwise, will increase the adverse effect of the borrowing cost on the excess
return performance of each Index Component (and, therefore, the performance of the Index). You should further note that, on July 27, 2017,
the Chief Executive of the United Kingdom Financial Conduct Authority, which regulates LIBOR, including the ICE LIBOR USD 3 Month
rate, announced that it intends to stop persuading or compelling banks to submit rates for the calculation of LIBOR to the administrator of
LIBOR after 2021. The announcement indicates that the continuation of LIBOR on the current basis cannot and will not be guaranteed after
2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR submissions to the administrator of LIBOR
or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. At this time, no consensus exists as to what
rate or rates may become accepted alternatives to LIBOR, and it is impossible to predict the effect of any such alternatives on the performance
of the Index. Uncertainty as to the nature of alternative reference rates and as to potential changes or other reforms to LIBOR may adversely
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

affect the ICE LIBOR USD 3 Month rate as it relates to level of the Index during the term of the Notes, the value of the Notes in the secondary
market (if any) and your return on the Notes.

In addition, the performance of the Index will be reduced by the daily deduction of a fee of 0.85% per annum. As such, the Index performance
will trail that of a hypothetical, identically constituted index from which no such cost is deducted.

The deduction of the notional financing cost and the index fee will place a significant drag on the performance of the Index, offsetting any
positive total return of the Index Components included in the Index Portfolio, exacerbating any negative total return of the Index Components
included in the Index Portfolio and causing the Index Level to decline steadily if the total return of the Index Components included in the
Index Portfolio is relatively flat. The Index will not appreciate unless the total return performance of the Index Components included in the
Index Portfolio is sufficient to offset the negative effects of the notional financing cost and the index fee, and then only to the extent that the
total return performance of the Index Components included in the Index Portfolio is greater than the deducted amounts. As a result of these
deductions, the Index Level may decline even if the total return of the Index Components included in the Index Portfolio is positive.

·
The Index May Not be Fully Invested in the Index Components--If the aggregate weight of the Index Components in the portfolio selected

by the Index is not 100.00%, the Index Portfolio will allocate exposure to a cash position that will earn no return. In addition, the Index adjusts
its notional exposure to the Index Portfolio as frequently as each Index Business Day in an attempt to maintain a historical volatility for the
Index equal to approximately the Target Volatility of 5.00%, subject to a maximum notional exposure to the Index Portfolio of 150.00% and a
minimum exposure of 0.00%. If the Index's notional exposure to the Index Portfolio is less than 100.00%, the difference will be notionally
uninvested and will earn no return. As a result, the Index may underperform a similar index that provides 100.00% exposure to the Index
Components.

·
The Index May Not Achieve its Target Volatility of 5.00%--The Index seeks to maintain a target volatility level of 5.00% by employing a

volatility targeting mechanism based on the historical volatility of the Index Portfolio to dynamically adjust its exposure to the Index Portfolio
at any given time, as described under "The Index--Capped Participation" below. There can, however, be no assurance that historical trends in
volatility will continue in the future. Accordingly, there is no assurance that this volatility targeting mechanism will be the most effective way
to (i) accurately assess volatility of the market at a given time or (ii) predict patterns of volatility. As a result, the Index may not achieve its
Target Volatility of 5.00% at any time, which may adversely impact the Index Level, and, consequently, the market value of your Notes.

·
The Index May be Subject to Increased Volatility Due to the Use of Leverage--When the volatility of the Index Portfolio is less than the

Target Volatility of 5.00%, the Index will employ leverage to increase the exposure of the Index to the Index Portfolio, up to a maximum
exposure of 150.00%. When the Index Portfolio is leveraged, any movements in values of the Index Component may result in greater changes
in the value of the Index Portfolio than if leverage were not used. In particular, the use of leverage will magnify any negative performance of
the Index Portfolio. For example, if Capped Participation on any day is 130.00%, a 1.00% decrease in the value of the Index Portfolio on such
day would cause the Index to fall by 1.30%, plus an additional reduction to account for the Index Fee.

·
The Index's Target Volatility May Reduce the Appreciation Potential of the Index; the Volatility Targeting Mechanism of the Index

May Cause the Index to Underperform the Index Portfolio--Under normal circumstances, equity markets exhibit

PS-10

significantly higher volatility than the Target Volatility of 5.00%. Accordingly, the Target Volatility of 5.00% may have the effect of skewing
the allocations among the Index Components in the Index Portfolio toward Index Components that provide exposure to fixed-income assets,
which typically have lower volatility than Index Components that provide exposure to equities, or to the cash position, which provides no
return and therefore has a volatility of 0.00%. These typically lower-volatility Index Components may have lower return potential than the
typically higher-volatility Index Components, and any cash position has zero return potential. If the Index has a relatively low allocation to the
typically higher-volatility Index Components, it will not fully participate in any appreciation among those Index Components.

Moreover, if the Index has a relatively high allocation to Index Components that provide exposure to fixed-income assets, it will be
particularly sensitive to factors that adversely affect the value of fixed-income instruments, such as increases in interest rates or declining
perceptions of credit quality. A low Target Volatility does not mean that the Index is less likely to decline than it would be if it had a higher
Target Volatility. In fact, a low-volatility portfolio may decline in value even while a high-volatility portfolio appreciates. For example, in an
equity bull market that is accompanied by rising interest rates, a portfolio heavily weighted toward Index Components that provide exposure to
fixed-income assets might decline in value as a result of the rising interest rates, while a portfolio heavily weighted toward Index Components
that provide exposure to equities would appreciate.

The volatility targeting feature of the Index may cause the Index to reduce its exposure to the Index Portfolio in periods of high volatility,
even if the Index Portfolio is generally performing positively. The performance of the Index may be negative or less positive than the
performance of the Index Portfolio during such periods. Accordingly, the return on the Index may be less, and may be significantly less, than
the return on an Index that does not include a "volatility targeting" (sometimes referred to as a "risk control") feature.

·
The Index Sponsor Will Have the Authority to Make Determinations That Could Materially Affect the Index Level and the Amount

Payable on the Notes and their Market Value and Create Conflicts of Interest--The Index Sponsor, an independent index administration
https://www.sec.gov/Archives/edgar/data/312070/000110465919005494/a19-3952_13424b2.htm[2/5/2019 11:19:25 AM]

Document Outline

#1">
- #1">