Obligation Barclay PLC 0% ( US06747NTE49 ) en USD

Barclay PLC

100 % ▼

Royaume-Uni

US06747NTE49 ( en USD )

24/12/2024 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06747NTE49 en USD 0%, échue

1 000 USD

1 404 000 USD

06747NTE4

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.

Barclays PLC a remboursé le 24/12/2024 une obligation (ISIN : US06747NTE49, CUSIP : 06747NTE4) libellée en USD, d?un montant total de 1 404 000 unités, avec un prix de marché actuel de 100 %, un taux d?intérêt de 0 %, une taille minimale d?achat de 1000 unités, une maturité au 24/12/2024, une fréquence de paiement de 2, émise au Royaume-Uni et non notée par Moody's.

424B2 1 a19-27311_26424b2.htm 424B2 - 12 LN34 [BARC-AMERICAS.FID1106894]

Pricing Supplement dated December 19, 2019
Filed Pursuant to Rule 424(b)(2)
(To the Prospectus dated August 1, 2019, the Prospectus Supplement dated August 1, 2019 and the Underlying Supplement dated August 1, 2019)
Registration No. 333232144

$ 1 ,4 0 4 ,0 0 0
Buffe re d Supe rT ra c k

SM N ot e s due De c e m be r 2 4 , 2 0 2 4
Link e d t o t he Pe rform a nc e of t he S& P 5 0 0 ® 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:
December 19, 2019
Issue Date:
December 24, 2019
Final Valuation Date:*
December 19, 2024
Maturity Date:*
December 24, 2024
Reference Asset:
The S&P 500® Index (Bloomberg ticker symbol "SPX <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 Value of the Reference Asset is greater than or equal to the Initial Value, you will receive an amount per
$1,000 principal amount Note calculated as follows:
$1,000 + [$1,000 × Reference Asset Return × Upside Leverage Factor]
If the Final Value of the Reference Asset is less than the Initial Value, but greater than or equal to the Buffer Value, you
will receive a payment of $1,000 per $1,000 principal amount Note
If the Final Value of the Reference Asset is less than the Buffer Value, you will receive an amount per $1,000 principal
amount Note calculated as follows:
$1,000 + [$1,000 × (Reference Asset Return + Buffer Percentage)]
If the Final Value of the Reference Asset is less than the Buffer Value, you will lose 1.00% of the principal amount of your
Notes for every 1.00% that the Reference Asset Return falls below -15.00%. You may lose up to 85.00% of the principal amount
of the Notes at maturity.
Any payment on the Notes is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays Bank PLC
and (b) the risk of exercise of any U.K. Bail-in Power (as described on page PS2 of this pricing supplement) 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 Value:
3,205.37, the Closing Value of the Reference Asset on the Initial Valuation Date
Buffer Value:
2,724.56, 85.00% of the Initial Value (rounded to two decimal places)
Final Value:
The Closing Value of the Reference Asset on the Final Valuation Date
Upside Leverage Factor:
1.10
Buffer Percentage:
15.00%
Reference Asset Return:
The performance of the Reference Asset from the Initial Value to the Final Value, calculated as follows:
Final Value Initial Value
Initial Value
Closing Value:
The term "Closing Value" means the closing level of the Reference Asset, as further described under "Reference Assets--Indices--
Special Calculation Provisions" in the prospectus supplement
Consent to U.K. Bail-in Power:
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial
owner of the Notes, by acquiring the Notes, each holder and beneficial owner 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)(2)
Price to Public
Agent's Commission(3)
Proceeds to Barclays Bank PLC(3)
Per Note
$1,000
100%
3.50%
96.50%
Total
$1,404,000
$1,404,000
$48,180
$1,355,820

(1) Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions, fees or commissions, the public
offering price for investors purchasing the Notes in such fee-based advisory accounts may be between $965.00 and $1,000 per Note. 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

(2) Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is $946.40 per Note. The estimated value is less than the initial
https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

issue price of the Notes. See "Additional Information Regarding Our Estimated Value of the Notes" on page PS3 of this pricing supplement.

(3) Barclays Capital Inc. will receive commissions from the Issuer of up to $35.00 per $1,000 principal amount Note. 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 3.50%. The total agent's commission
and total proceeds to issuer shown above give effect to the actual amount of the variable agent's commission.

Investing in the Notes involves a number of risks. See "Risk Factors" beginning on page S7 of the prospectus supplement and "Selected Risk Considerations"
beginning on page PS6 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 U.S. Securities and Exchange Commission (the "SEC") nor any
state securities commission has approved or disapproved of these Notes or determined that this pricing supplement is truthful or complete. Any representation to
the contrary is a criminal offense.

The Notes constitute our unsecured and unsubordinated obligations. The Notes 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.

Terms of the Notes, Continued

Calculation Agent:
Barclays Bank PLC
CUSIP / ISIN:
06747NTE4 / US06747NTE49

* 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 August 1, 2019, as supplemented by the documents listed below,
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.

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

·
Prospectus dated August 1, 2019:

http://www.sec.gov/Archives/edgar/data/312070/000119312519210880/d756086d424b3.htm

·
Prospectus Supplement dated August 1, 2019:

http://www.sec.gov/Archives/edgar/data/312070/000095010319010190/dp110493_424b2-prosupp.htm

·
Underlying Supplement dated August 1, 2019:

http://www.sec.gov/Archives/edgar/data/312070/000095010319010191/dp110497_424b2-underlying.htm

Our SEC file number is 110257. As used in this pricing supplement, "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 or beneficial owner of the Notes, by
acquiring the Notes, each holder and beneficial owner 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
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
https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group company
that is a European Economic Area ("EEA") or third country institution or investment firm, that the relevant EEA or third country relevant authority
is satisfied that the resolution conditions are met in respect of that entity.

The U.K. Bail-in Power includes any write-down, conversion, transfer, modification and/or suspension power, which allows for (i) the reduction
or cancellation of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the 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 or beneficial owner of the Notes such shares, securities or
obligations); and/or (iii) the amendment or alteration of the maturity of the Notes, or amendment of the amount of 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 and beneficial owner of the Notes further acknowledges and agrees that the rights of
the holders or beneficial owners of the Notes are subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-
in Power by the relevant U.K. resolution authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights
holders or beneficial owners of the Notes may have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K.
resolution authority in breach of laws applicable in England.

For 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 is a result of 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 (including any structuring or other distribution
related 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 PS6 of this pricing supplement.

PS-3

https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 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 anticipate that the Final Value of the Reference Asset will be greater than the Initial Value.

·
You can tolerate a loss of up to 85.00% of the principal amount of your Notes.

·
You understand and are willing and able to accept the risks associated with an investment linked to the performance of the Reference

Asset.

·
You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of a Reference

Asset or any securities to which a Reference Asset provides exposure, nor will you have any voting rights with respect to a Reference
Asset or any securities to which a Reference Asset provides exposure.

·
You can tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside

fluctuations in the value of the Reference Asset.

·
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 and able to assume our credit risk for all payments on the Notes.

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

The 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.

·
You do not anticipate that the Final Value of the Reference Asset will be greater than the Initial Value.

·
You seek an investment that provides for the full repayment of principal at maturity, and/or you are unwilling or unable to accept the risk

that you may lose up to 85.00% of the principal amount of your Notes.

·
You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the performance of the

Reference Asset.

·
You seek an investment that entitles you to dividends or distributions on, or voting rights related to, a Reference Asset or any securities to

which a Reference Asset provides exposure.

·
You cannot tolerate fluctuations in the price of the Notes prior to scheduled maturity that may be similar to or exceed the downside

fluctuations in the value of the Reference Asset.

·
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 prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and

credit ratings.

·
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 and the documents referenced under "Additional Documents Related to the Offering of the Notes" in this pricing
supplement. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the Notes for investment.

ADDITIONAL TERMS OF THE NOTES

The Final Valuation Date and the Maturity Date are subject to postponement in certain circumstances, as described under "Reference Assets--
Indices--Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset" and "Terms of the Notes--Payment
Dates" in the accompanying prospectus supplement.

In addition, the Reference Asset and the Notes are subject to adjustment by the Calculation Agent under certain circumstances, as described under
"Reference Assets--Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in the accompanying prospectus
supplement.

PS-4
https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

HYPOTHETICAL EXAMPLES OF AMOUNTS PAYABLE AT MATURITY

The following table illustrates the hypothetical payment at maturity under various circumstances. The "total return" as used in these examples 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 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 assumptions:

Hypothetical Initial Value: 100.00*

Hypothetical Buffer Value: 85.00 (85.00% of the hypothetical Initial Value set forth above)*

*
The hypothetical Initial Value of 100.00 and the hypothetical Buffer Value of 85.00 has been chosen for illustrative purposes only and does

not represent a likely Initial Value or Buffer Value. The actual Initial Value and Buffer Value for the Reference Asset are as set forth on the
cover of this pricing supplement.

For information regarding recent values of the Reference Asset, please see "Information Regarding the Reference Asset" in this pricing
supplement.

Reference Asset
Final Value
Payment at Maturity**
Total Return on Notes
Return
150.00
50.00%
$1,550.00
55.00%
140.00
40.00%
$1,440.00
44.00%
130.00
30.00%
$1,330.00
33.00%
120.00
20.00%
$1,220.00
22.00%
110.00
10.00%
$1,110.00
11.00%
105.00
5.00%
$1,055.00
5.50%
100.00
0.00%
$1,000.00
0.00%
90.00
-10.00%
$1,000.00
0.00%
85.00
-15.00%
$1,000.00
0.00%
80.00
-20.00%
$950.00
-5.00%
70.00
-30.00%
$850.00
-15.00%
60.00
-40.00%
$750.00
-25.00%
50.00
-50.00%
$650.00
-35.00%
40.00
-60.00%
$550.00
-45.00%
30.00
-70.00%
$450.00
-55.00%
20.00
-80.00%
$350.00
-65.00%
10.00
-90.00%
$250.00
-75.00%
0.00
-100.00%
$150.00
-85.00%

** 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 Final Value of the Reference Asset is 110.00.

Because the Final Value of the Reference Asset is greater than or equal to the Initial Value, you will receive a payment at maturity of $1,110.00
per $1,000.00 principal amount Note that you hold, calculated as follows:

$1,000 + [$1,000 × Reference Asset Return × Upside Leverage Factor]
$1,000 + [$1,000 × 10.00% × 1.10] = $1,110.00

The total return on investment of the Notes is 11.00%.

Example 2: The Final Value of the Reference Asset is 90.00.

Because the Final Value of the Reference Asset is less than the Initial Value, but greater than or equal to the Buffer Value, you will receive a
payment at maturity of $1,000 per $1,000 principal amount Note that you hold.

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

Example 3: The Final Value of the Reference Asset is 50.00.

Because the Final Value of the Reference Asset is less than the Buffer Value, you will receive a payment at maturity of $650.00 per $1,000
principal amount Note that you hold, calculated as follows:

https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

$1,000 + [$1,000 × (Reference Asset Return + Buffer Percentage)]
$1,000 + [$1,000 × (-50.00% + 15.00%)] = $650.00

The total return on investment of the Notes is -35.00%.

PS-5

SELECTED RISK CONSIDERATIONS

An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Reference Asset or its
components, if any. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read the more detailed
explanation of risks relating to the Notes generally in the "Risk Factors" section of the prospectus supplement. You should not purchase the Notes
unless you understand and can bear the risks of investing in the Notes.

·
Your Investment in the Notes May Result in a Significant Loss--The Notes differ from ordinary debt securities in that the Issuer will not

necessarily repay the full principal amount of the Notes at maturity. If the Final Value of the Reference Asset is less than the Buffer Value, you
will lose 1.00% of the principal amount of your Notes for every 1.00% that the Reference Asset Return falls below -15.00%. You may lose up
to 85.00% of the principal amount of your Notes.

·
The Payment at Maturity of Your Notes is Based Solely on the Closing Value of the Reference Asset on the Final Valuation Date--The

Final Value of the Reference Asset will be based solely on the Closing Value on the Final Valuation Date, and your payment at maturity will
be determined based solely on the performance of the Reference Asset from the Initial Valuation Date to the Final Valuation Date.
Accordingly, if the value of the Reference Asset 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 value of the Reference Asset at any time prior to such drop.

·
Credit of Issuer--The Notes 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 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 or beneficial owner of
the Notes, by acquiring the Notes, each holder and beneficial owner 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. Bail-in Power may be exercised in such a manner as to result in you and other holders and
beneficial owners 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 and the beneficial owners 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 senior debt securities
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 A Reference Asset or Any Securities to which A Reference Asset Provides Exposure--

The return on the Notes may not reflect the return you would realize if you actually owned a Reference Asset or any securities to which a
Reference Asset provides exposure. As a holder of the Notes, you will not have voting rights or rights to receive dividends or other
distributions or any other rights that holders of a Reference Asset or any securities to which a Reference Asset provides exposure may have.

·
Historical Performance of the Reference Asset Should Not Be Taken as Any Indication of the Future Performance of the Reference

Asset Over the Term of the Notes--The value of the Reference Asset has fluctuated in the past and may, in the future, experience significant
fluctuations. The historical performance of the Reference Asset is not an indication of the future performance of the Reference Asset over the
term of the Notes. Therefore, the performance of the Reference Asset over the term of the Notes may bear no relation or resemblance to the
historical performance of the Reference Asset.

·
The Reference Asset Reflects the Price Return of the Securities Composing the Reference Asset, Not the Total Return--The return on

the Notes is based on the performance of the Reference Assets, which reflect changes in the market prices of the securities composing the
Reference Asset. The Reference Asset is not a "total return" index that, in addition to reflecting those price returns, would also reflect
dividends paid on the securities composing the Reference Asset. Accordingly, the return on the Notes will not include such a total return
https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

feature.

·
Adjustments to the Reference Asset Could Adversely Affect the Value of the Notes--The sponsor of the Reference Asset may add, delete,

substitute or adjust the securities composing the Reference Asset or make other methodological changes to the Reference Asset that could
affect its value. The Calculation Agent will calculate the value to be used as the Closing Value of the Reference Asset in the event of certain
material changes in or modifications to the Reference Asset. In addition, the sponsor of the Reference Asset may also discontinue or suspend
calculation or publication of the Reference Asset at any time. Under these circumstances, the Calculation Agent may select a successor index
that the Calculation Agent determines to be comparable to the Reference Asset

PS-6

or, if no successor index is available, the Calculation Agent will determine the value to be used as the Closing Value of the Reference Asset.
Any of these actions could adversely affect the value of the Reference Asset and, consequently, the value of the Notes. See "Reference
Assets--Indices--Adjustments Relating to Securities with an Index as a Reference Asset" in the accompanying prospectus supplement.

·
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 (including any structuring or other distribution related 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 might be lower if such estimated value were 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
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
https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

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 Reference Asset or its components, if any. In any such
market making, trading and hedging activity, 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 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.

PS-7

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 and such compensation or financial benefit may serve as incentive to sell the Notes instead of other
investments. 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 Reference Asset and make any other determinations necessary to calculate any payments on the Notes. In making these
determinations, the Calculation Agent may be required to make discretionary judgements relating to the Reference Asset, including
determining whether a market disruption event has occurred or whether certain adjustments to the Reference Asset or other terms of the Notes
are necessary, as further described in the accompanying prospectus supplement. 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.

·
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 willing and able to hold your Notes to maturity.

·
The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain--There is no direct legal authority regarding

the proper U.S. federal income tax treatment of the Notes, 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 Notes are uncertain, and the IRS or a court might not agree with the
treatment of the Notes as prepaid forward contracts, as described below under "Tax Considerations." If the IRS were successful in asserting an
alternative treatment for the Notes, the tax consequences of the ownership and disposition of the Notes 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 Notes, 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 Notes (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.

·
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 market price of, dividend rate on and expected volatility of the Reference Asset or the components of the Reference Asset, if any;

o
the time to maturity of the Notes;

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.

PS-8
https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

INFORMATION REGARDING THE REFERENCE ASSET

The Reference Asset consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. For more
information about the Reference Asset, see "Indices--The S&P U.S. Indices" in the accompanying underlying supplement.

Historical Performance of the Reference Asset

The graph below sets forth the historical performance of the Reference Asset based on the daily Closing Values from January 2, 2014 through
December 19, 2019. We obtained the Closing Values shown in the graph below from Bloomberg Professional® service ("Bloomberg"). We have
not independently verified the accuracy or completeness of the information obtained from Bloomberg.

Historical Performance of the S&P 500® Index
PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS

PS-9

TAX CONSIDERATIONS

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
Notes. 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 Notes for U.S. federal income tax
purposes as prepaid forward contracts with respect to the Reference Asset. Assuming this treatment is respected, upon a sale or exchange of the
Notes (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 Notes, which should equal the amount you paid to acquire the Notes. This gain or loss on your Notes should
be treated as long-term capital gain or loss if you hold your Notes for more than a year, whether or not you are an initial purchaser of Notes 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
Notes 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
https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

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 Notes, possibly with retroactive
effect. You should consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the Notes, including possible
alternative treatments and the issues presented by this notice.

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, 2023 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 Notes 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 Notes 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 Notes.

PS-10

SUPPLEMENTAL PLAN OF DISTRIBUTION

We have agreed to sell to Barclays Capital Inc. (the "Agent"), and the Agent has agreed to purchase from us, the principal amount of the Notes,
and at the price, specified on the cover of this pricing supplement. The Agent commits to take and pay for all of the Notes, if any are taken.

VALIDITY OF THE NOTES

In the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to Barclays Bank PLC, when the Notes 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 Notes 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 June 14, 2019, filed as an exhibit to a report on Form 6-K by Barclays Bank PLC on June 14, 2019, 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 Notes 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 June 14, 2019, which has been filed as an exhibit to the report on Form 6-K referred to above.

PS-11
https://www.sec.gov/Archives/edgar/data/312070/000110465919075707/a19-27311_26424b2.htm[12/24/2019 10:04:39 AM]

Document Outline

#1">
- #1">