Obligation Barclay PLC 0% ( US06747PC988 ) en USD

Barclay PLC

100 % ▲

Royaume-Uni

US06747PC988 ( en USD )

17/02/2023 - Obligation échue

Prospectus brochure de l'obligation Barclays PLC US06747PC988 en USD 0%, échue

1 000 USD

5 813 000 USD

06747PC98

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 17 février 2023 son obligation en USD (ISIN : US06747PC988, CUSIP : 06747PC98) de 5 813 000 unités, au pair (100 %), à un taux d'intérêt de 0 %, avec un paiement semestriel et un minimum d'achat de 1 000 unités, non notée par Moody's.

424B2 1 dp121555_424b2-2948ms.htm FORM 424B2
February 2020
Registration Statement No. 333-232144
Pricing Supplement dated February 14, 2020
Filed pursuant to Rule 424(b)(2)
STRUCTURED INVESTMENTS
Opportunities in U.S. and International Equities
Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Unlike conventional debt securities, the securities do not guarantee the payment of interest or any return of principal at maturity. Instead, the
securities offer the opportunity for investors to receive a contingent quarterly payment equal to 3.25% of the stated principal amount with
respect to each quarterly determination period if a coupon barrier event has not occurred during that determination period. However, if a
coupon barrier event has occurred during a determination period, investors will not receive any contingent quarterly payment for that
determination period. A coupon barrier event will occur with respect to a determination period if the closing level of any underlier is less than
75% of its initial underlier value, which we refer to as a coupon barrier level, on a ny scheduled trading day during that determination period.
In addition, on any contingent payment date (other than the final contingent payment date), w e w ill ha ve t he right t o re de e m t he
se c urit ie s a t our disc re t ion for an amount per security equal to the stated principal amount plus any contingent quarterly payment
otherwise due. Any early redemption of the securities will be at our discretion and will not automatically occur based on the performance of
the underliers. If the securities are not redeemed prior to maturity and the final underlier value of e a c h underlier is greater than or equal to
70% of its initial underlier value, which we refer to as a downside threshold level, the payment at maturity due on the securities will be equal
to the stated principal amount plus any contingent quarterly payment otherwise due. However, if the securities are not redeemed prior to
maturity and the final underlier value of any underlier is less than its downside threshold level, at maturity investors will lose 1% of the stated
principal amount for every 1% that the final underlier value of the worst performing underlier is less than its initial underlier value. Under
these circumstances, the amount investors receive will be less than 70% of the stated principal amount and could be zero. Because all
payments on the securities are based on the worst performing of the underliers, a decline in the closing level of any underlier below its
coupon barrier level on any scheduled trading day during most or all of the determination periods will result in few or no contingent quarterly
payments, and a decline in the closing level of any underlier below its downside threshold level on the final determination date will result in a
significant loss of your investment, in each case, even if the other underliers appreciate or have not declined as much. The securities are for
investors who are willing and able to risk their principal and forgo guaranteed interest payments, in exchange for the opportunity to receive
contingent quarterly payments at a potentially above-market rate, subject to early redemption at our discretion. Investors will not participate
in any appreciation of any underlier even though investors will be exposed to the depreciation in the value of the worst performing underlier
if the securities have not been redeemed prior to maturity and the final underlier value of the worst performing underlier is less than its
downside threshold level. I nve st ors m a y lose t he ir e nt ire init ia l inve st m e nt in t he se c urit ie s. T he se c urit ie s a re
unse c ure d a nd unsubordina t e d de bt obliga t ions of Ba rc la ys Ba nk PLC. Any pa ym e nt on t he se c urit ie s, inc luding
a ny re pa ym e nt of princ ipa l, is subje c t t o t he c re dit w ort hine ss of Ba rc la ys Ba nk PLC a nd is not gua ra nt e e d by a ny
t hird pa rt y. I f Ba rc la ys Ba nk PLC w e re t o de fa ult on it s pa ym e nt obliga t ions or be c om e subje c t t o t he e x e rc ise of
a ny U .K . Ba il-in Pow e r (a s de sc ribe d on pa ge 2 of t his doc um e nt ) by t he re le va nt U .K . re solut ion a ut horit y, you
m ight not re c e ive a ny a m ount s ow e d t o you unde r t he se c urit ie s. Se e "Risk Fa c t ors" a nd "Conse nt t o U .K . Ba il-in
Pow e r" in t his doc um e nt a nd "Risk Fa c t ors" in t he a c c om pa nying prospe c t us supple m e nt .
FI N AL T ERM S

I ssue r:
Barclays Bank PLC
Re fe re nc e a sse t s* :
Russell 2000® Index (Bloomberg ticker symbol "RTY<Index>") (the "RTY Index"), S&P 500® Index (Bloomberg
ticker symbol "SPX<Index>") (the "SPX Index") and EURO STOXX® Banks Index (Bloomberg ticker symbol
"SX7E<Index>") (the "SX7E Index") (each an "underlier" and together the "underliers")
Aggre ga t e princ ipa l
$5,813,000
a m ount :
St a t e d princ ipa l
$1,000 per security
a m ount :
I nit ia l issue pric e :
$1,000 per security (see "Commissions and initial issue price" below)
Pric ing da t e :
February 14, 2020
Origina l issue da t e :
February 20, 2020
M a t urit y da t e :
February 17, 2023
Opt iona l e a rly
On any contingent payment date (other than the final contingent payment date), we will have the right to redeem
re de m pt ion:
the securities, in whole, but not in part, at our discretion, for the early redemption payment. If we decide to
redeem the securities on a contingent payment date, we will give you notice on or before the immediately
preceding determination period-end date. Any early redemption of the securities will be at our discretion and will
not automatically occur based on the performance of the underliers. N o furt he r pa ym e nt s w ill be m a de on
t he se c urit ie s a ft e r t he y ha ve be e n re de e m e d.
Ea rly re de m pt ion
The early redemption payment will be an amount per security equal to (i) the stated principal amount plus (ii) any
pa ym e nt :
contingent quarterly payment otherwise due.
Cont inge nt qua rt e rly · If a coupon barrier event has not occurred during a determination period, we will pay a contingent quarterly
https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

pa ym e nt :
payment of $32.50 (3.25% of the stated principal amount) per security on the related contingent payment date
with respect to that determination period.
· If a coupon barrier event has occurred during a determination period, no contingent quarterly payment will be
made with respect to that determination period.
Pa ym e nt a t m a t urit y: If the securities are not redeemed prior to maturity, you will receive on the maturity date a cash payment per
security determined as follows:
· If the final underlier value of each underlier is greater than or equal to its downside threshold level:
(i) stated principal amount plus (ii) any contingent quarterly payment otherwise due
· If the final underlier value of any underlier is less than its downside threshold level:
stated principal amount × underlier performance factor of the worst performing underlier
Under these circumstances, the payment at maturity will be less than the stated principal amount of
$1,000 and will represent a loss of more than 30%, and possibly all, of an investor's initial investment.
Investors may lose their entire initial investment in the securities. Any payment on the securities,
including any repayment of principal, 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 by the
relevant U.K. resolution authority.
U .K . Ba il-in Pow e r
Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any
a c k now le dgm e nt :
holder or beneficial owner of the securities, by acquiring the securities, each holder and beneficial owner of the
securities acknowledges, accepts, agrees to be bound by and consents to the exercise of, any U.K. Bail-in Power
by the relevant U.K. resolution authority. See "Consent to U.K. Bail-in Power" on page 2 of this document.

(terms continued on the next page)
Com m issions a nd init ia l issue
I nit ia l issue
Pric e t o public (1)
Age nt 's
Proc e e ds t o issue r
pric e :
pric e (1)
c om m issions
Pe r se c urit y
$1,000
$1,000
$20.00(2)
$975.00
$5.00(3)
T ot a l
$5,813,000
$5,813,000
$145,325
$5,667,675
(1 ) Our e st im a t e d va lue of t he se c urit ie s on t he pric ing da t e , ba se d on our int e rna l pric ing m ode ls, is $ 9 6 0 .4 0 pe r
se c urit y. T he e st im a t e d va lue is le ss t ha n t he init ia l issue pric e of t he se c urit ie s. Se e "Addit iona l I nform a t ion
Re ga rding Our Est im a t e d V a lue of t he Se c urit ie s" on pa ge 4 of t his doc um e nt .
(2 ) M orga n St a nle y We a lt h M a na ge m e nt a nd it s fina nc ia l a dvisors w ill c olle c t ive ly re c e ive from t he a ge nt , Ba rc la ys
Ca pit a l I nc ., a fix e d sa le s c om m ission of $ 2 0 .0 0 for e a c h se c urit y t he y se ll. Se e "Supple m e nt a l Pla n of
Dist ribut ion" in t his doc um e nt .
(3 ) Re fle c t s a st ruc t uring fe e pa ya ble t o M orga n St a nle y We a lt h M a na ge m e nt by t he a ge nt or it s a ffilia t e s of $ 5 .0 0
for e a c h se c urit y.
One or more of our affiliates may purchase up to 15% of the aggregate principal amount of the securities and hold such securities for
investment for a period of at least 30 days. Accordingly, the total principal amount of the securities may include a portion that was not
purchased by investors on the original issue date. Any unsold portion held by our affiliate(s) may affect the supply of securities available for
secondary trading and, therefore, could adversely affect the price of the securities in the secondary market. Circumstances may occur in
which our interests or those of our affiliates could be in conflict with your interests.
I nve st ing in t he se c urit ie s involve s risk s not a ssoc ia t e d w it h a n inve st m e nt in c onve nt iona l de bt se c urit ie s. Se e
"Risk Fa c t ors" be ginning on pa ge 2 of t his doc um e nt a nd on pa ge S -7 of t he prospe c t us supple m e nt . Y ou should
re a d t his doc um e nt t oge t he r w it h t he re la t e d prospe c t us, prospe c t us supple m e nt a nd unde rlying supple m e nt , e a c h
of w hic h c a n be a c c e sse d via t he hype rlink s be low , be fore you m a k e a n inve st m e nt de c ision.
T he se c urit ie s w ill not be list e d on a ny U .S. se c urit ie s e x c ha nge or quot a t ion syst e m . N e it he r t he U .S. Se c urit ie s
a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s c om m ission ha s a pprove d or disa pprove d of t he
se c urit ie s or de t e rm ine d t ha t t his doc um e nt is t rut hful or c om ple t e . Any re pre se nt a t ion t o t he c ont ra ry is a c rim ina l
offe nse .
We m a y use t his doc um e nt in t he init ia l sa le of t he se c urit ie s. I n a ddit ion, Ba rc la ys Ca pit a l I nc . or a not he r of our
a ffilia t e s m a y use t his doc um e nt in m a rk e t re sa le t ra nsa c t ions in a ny of t he se c urit ie s a ft e r t he ir init ia l sa le . U nle ss
w e or our a ge nt inform s you ot he rw ise in t he c onfirm a t ion of sa le , t his doc um e nt is be ing use d in a m a rk e t re sa le
t ra nsa c t ion.
T he se c urit ie s c onst it ut e our unse c ure d a nd unsubordina t e d obliga t ions. T he se c urit ie s a re not de posit lia bilit ie s of
Ba rc la ys Ba nk PLC a nd a re not c ove re d by t he U .K . Fina nc ia l Se rvic e s Com pe nsa t ion Sc he m e or insure d by t he
U .S. Fe de ra l De posit I nsura nc e Corpora t ion or a ny ot he r gove rnm e nt a l a ge nc y or de posit insura nc e a ge nc y of t he
U nit e d St a t e s, t he U nit e d K ingdom or a ny ot he r jurisdic t ion.
Prospe c t us Supple m e nt da t e d August U nde rlying Supple m e nt da t e d August
Prospe c t us da t e d August 1 , 2 0 1 9
1 , 2 0 1 9
1 , 2 0 1 9

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Terms continued from previous page:
Coupon ba rrie r le ve l:
With respect to the RTY Index: 1,265.688, which is equal to 75% of its initial underlier value (rounded to three
decimal places)
With respect to the SPX Index: 2,535.120, which is equal to 75% of its initial underlier value (rounded to three
decimal places)
With respect to the SX7E Index: 75.885, which is equal to 75% of its initial underlier value (rounded to three
decimal places)
Dow nside t hre shold
With respect to the RTY Index: 1,181.309, which is equal to 70% of its initial underlier value (rounded to three
le ve l:
decimal places)
With respect to the SPX Index: 2,366.112, which is equal to 70% of its initial underlier value (rounded to three
decimal places)
With respect to the SX7E Index: 70.826, which is equal to 70% of its initial underlier value (rounded to three
decimal places)
Coupon ba rrie r e ve nt : A coupon barrier event will occur with respect to a determination period if (i) the closing level of a ny underlier is
less than its coupon barrier level on any scheduled trading day during that determination period and (ii) a market
disruption event has not occurred with respect to that underlier on that day.
I nit ia l unde rlie r va lue : With respect to the RTY Index: 1,687.584, which is the closing level of that underlier on the pricing date
With respect to the SPX Index: 3,380.16, which is the closing level of that underlier on the pricing date
With respect to the SX7E Index: 101.18, which is the closing level of that underlier on the pricing date
Fina l unde rlie r va lue :
With respect to each underlier, the closing level of that underlier on the final determination date
U nde rlie r pe rform a nc e With respect to each underlier, its final underlier value divided by its initial underlier value
fa c t or:
Worst pe rform ing
The underlier with the lowest underlier performance factor
unde rlie r:
De t e rm ina t ion pe riods: There are twelve quarterly determination periods. The first determination period will consist of each day from but
excluding the pricing date to and including the first determination period-end date. Each subsequent
determination period will consist of each day from but excluding a determination period-end date to and including
the next following determination period-end date.
De t e rm ina t ion pe riod- May 14, 2020, August 14, 2020, November 16, 2020, February 16, 2021, May 14, 2021, August 16, 2021,
e nd da t e s :
November 15, 2021, February 14, 2022, May 16, 2022, August 15, 2022, November 14, 2022 and February 14,
2023. We also refer to the final determination period-end date, February 14, 2023, as the final determination
date.
Cont inge nt pa ym e nt
May 19, 2020, August 19, 2020, November 19, 2020, February 19, 2021, May 19, 2021, August 19, 2021,
da t e s :
November 18, 2021, February 17, 2022, May 19, 2022, August 18, 2022, November 17, 2022 and the maturity
date
Closing le ve l* :
With respect to each underlier, closing level has the meaning set forth under "Reference Assets--Indices--
Special Calculation Provisions" in the prospectus supplement.
Addit iona l t e rm s:
Terms used in this document, but not defined herein, will have the meanings ascribed to them in the prospectus
supplement.
CU SI P / I SI N :
06747PC98 / US06747PC988
List ing:
The securities will not be listed on any securities exchange.
Se le c t e d de a le r:
Morgan Stanley Wealth Management ("MSWM")
*
If an underlier is discontinued or if the sponsor of an underlier fails to publish that underlier, the calculation agent may select a successor
index or, if no successor index is available, will calculate the value to be used as the closing level of that underlier. In addition, the
calculation agent will calculate the value to be used as the closing level of an underlier in the event of certain changes in or modifications
to that underlier. For more information, see "Reference Assets--Indices--Adjustments Relating to Securities with an Index as a Reference
Asset" in the accompanying prospectus supplement.

Each determination period-end date may be postponed if that determination period-end date is not a scheduled trading day with respect
to any underlier or if a market disruption event occurs with respect to any underlier on that determination period-end date as described
under "Reference Assets--Indices--Market Disruption Events for Securities with an Index of Equity Securities as a Reference Asset" and
"Reference Assets--Least or Best Performing Reference Asset--Scheduled Trading Days and Market Disruption Events for Securities
Linked to the Reference Asset with the Lowest or Highest Return in a Group of Two or More Equity Securities, Exchange-Traded Funds
and/or Indices of Equity Securities" in the accompanying prospectus supplement. In addition, a contingent payment date and/or the
maturity date will be postponed if that day is not a business day or if the relevant determination period-end date is postponed as
described under "Terms of the Notes--Payment Dates" in the accompanying prospectus supplement.
Ba rc la ys Ca pit a l I nc .

February 2020
Page 2
https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Additional Terms of the Securities

You should read this document together with the prospectus dated August 1, 2019, as supplemented by the prospectus supplement dated
August 1, 2019 relating to our Global Medium-Term Notes, Series A, of which the securities are a part, and the underlying supplement dated
August 1, 2019. This document, together with the documents listed below, contains the terms of the securities and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence,
trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider,
among other things, the matters set forth under "Risk Factors" in the prospectus supplement, as the securities involve risks not associated
with conventional debt securities. We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the
securities.

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 1-10257 and our Central Index Key, or CIK, on the SEC website is 0000312070. As used in this document, "we,"
"us" and "our" refer to Barclays Bank PLC.

In connection with this offering, Morgan Stanley Wealth Management is acting in its capacity as a selected dealer.

February 2020
Page 3

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Additional Information Regarding Our Estimated Value of the Securities

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 pricing date is based on our internal funding rates. Our estimated value of the securities might be lower if such valuation were based on
the levels at which our benchmark debt securities trade in the secondary market.

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

Our estimated value on the pricing date is not a prediction of the price at which the securities may trade in the secondary market, nor will it
be the price at which Barclays Capital Inc. may buy or sell the securities in the secondary market. Subject to normal market and funding
https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

conditions, Barclays Capital Inc. or another affiliate of ours intends to offer to purchase the securities in the secondary market but it is not
obligated to do so.

Assuming that all relevant factors remain constant after the pricing date, the price at which Barclays Capital Inc. may initially buy or sell the
securities in the secondary market, if any, and the value that we may initially use for customer account statements, if we provide any
customer account statements at all, may exceed our estimated value on the pricing date for a temporary period expected to be
approximately 40 days after the initial issue date of the securities because, in our discretion, we may elect to effectively reimburse to
investors a portion of the estimated cost of hedging our obligations under the securities and other costs in connection with the securities that
we will no longer expect to incur over the term of the securities. We made such discretionary election and determined this temporary
reimbursement period on the basis of a number of factors, which may include the tenor of the securities and/or any agreement we may have
with the distributors of the securities. The amount of our estimated costs that we effectively reimburse to investors in this way may not be
allocated ratably throughout the reimbursement period, and we may discontinue such reimbursement at any time or revise the duration of the
reimbursement period after the initial issue date of the securities based on changes in market conditions and other factors that cannot be
predicted.

We urge you t o re a d "Risk Fa c t ors" be ginning on pa ge 1 4 of t his doc um e nt .
February 2020
Page 4

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Consent to U.K. Bail-in Power

N ot w it hst a nding a ny ot he r a gre e m e nt s, a rra nge m e nt s or unde rst a ndings be t w e e n us a nd a ny holde r or be ne fic ia l
ow ne r of t he se c urit ie s, by a c quiring t he se c urit ie s, e a c h holde r a nd be ne fic ia l ow ne r of t he se c urit ie s
a c k now le dge s, a c c e pt s, a gre e s t o be bound by a nd c onse nt s t o t he e x e rc ise of, a ny U .K . Ba il-in Pow e r by t he
re le va nt U .K . re solut ion a ut horit y.

Under the U.K. Banking Act 2009, as amended, the relevant U.K. resolution authority may exercise a U.K. Bail-in Power in circumstances in
which the relevant U.K. resolution authority is satisfied that the resolution conditions are met. These conditions include that a U.K. bank or
investment firm is failing or is likely to fail to satisfy the Financial Services and Markets Act 2000 (the "FSMA") threshold conditions for
authorization to carry on certain regulated activities (within the meaning of section 55B FSMA) or, in the case of a U.K. banking group
company that is 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 securities; (ii) the
conversion of all, or a portion, of the principal amount of, interest on, or any other amounts payable on, the securities into shares or other
securities or other obligations of Barclays Bank PLC or another person (and the issue to, or conferral on, the holder or beneficial owner of
the securities such shares, securities or obligations); and/or (iii) the amendment or alteration of the maturity of the securities, or amendment
of the amount of interest or any other amounts due on the securities, or the dates on which interest or any other amounts become payable,
including by suspending payment for a temporary period; which U.K. Bail-in Power may be exercised by means of a variation of the terms of
the securities solely to give effect to the exercise by the relevant U.K. resolution authority of such U.K. Bail-in Power. Each holder and
beneficial owner of the securities further acknowledges and agrees that the rights of the holders or beneficial owners of the securities are
subject to, and will be varied, if necessary, solely to give effect to, the exercise of any U.K. Bail-in Power by the relevant U.K. resolution
authority. For the avoidance of doubt, this consent and acknowledgment is not a waiver of any rights holders or beneficial owners of the
securities may have at law if and to the extent that any U.K. Bail-in Power is exercised by the relevant U.K. resolution authority in breach of
laws applicable in England.

For m ore inform a t ion, ple a se se e "Risk Fa c t ors--Y ou m a y lose som e or a ll of your inve st m e nt if a ny U .K . ba il-in
pow e r is e x e rc ise d by t he re le va nt U .K . re solut ion a ut horit y" in t his doc um e nt a s w e ll a s "U .K . Ba il-in Pow e r," "Risk
Fa c t ors--Risk s Re la t ing t o t he Se c urit ie s Ge ne ra lly--Re gula t ory a c t ion in t he e ve nt a ba nk or inve st m e nt firm in t he
Group is fa iling or lik e ly t o fa il c ould m a t e ria lly a dve rse ly a ffe c t t he va lue of t he se c urit ie s" a nd "Risk Fa c t ors--
Risk s Re la t ing t o t he Se c urit ie s Ge ne ra lly--U nde r t he t e rm s of t he se c urit ie s, you ha ve a gre e d t o be bound by t he
e x e rc ise of a ny U .K . Ba il-in Pow e r by t he re le va nt U .K . re solut ion a ut horit y" in t he a c c om pa nying prospe c t us
supple m e nt .
February 2020
Page 5
https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Investment Summary

Cont inge nt I nc om e Ca lla ble Se c urit ie s

Princ ipa l a t Risk Se c urit ie s

The Contingent Income Callable Securities due February 17, 2023 Based on the Value of the Worst Performing of the Russell 2000® Index,
the S&P 500® Index and the EURO STOXX® Banks Index, which we refer to as the securities, provide an opportunity for investors to
receive a contingent quarterly payment, which is an amount equal to $32.50 (3.25% of the stated principal amount), with respect to each
quarterly determination period if a coupon barrier event has not occurred during that determination period. However, if a coupon barrier event
has occurred during a determination period, investors will not receive any contingent quarterly payment for that determination period. A
coupon barrier event will occur with respect to a determination period if the closing level of any underlier is less than 75% of its initial
underlier value, which we refer to as a coupon barrier level, on a ny scheduled trading day during that determination period. The closing level
of at least one of the underliers could be below its coupon barrier level on any scheduled trading day during most or all of the determination
periods so that you receive few or no contingent quarterly payments over the term of the securities.

On any contingent payment date (other than the final contingent payment date), w e w ill ha ve t he right t o re de e m t he se c urit ie s a t
our disc re t ion for an early redemption payment equal to the stated principal amount plus any contingent quarterly payment otherwise due.
If the securities are redeemed prior to maturity, investors will receive no further contingent quarterly payments. Any early redemption of the
securities will be at our discretion and will not automatically occur based on the performance of the underliers. At maturity, if the securities
have not previously been redeemed and the final underlier value of each underlier is greater than or equal to 70% of its initial underlier
value, which we refer to as a downside threshold level, the payment at maturity will be equal to the stated principal amount plus any
contingent quarterly payment otherwise due. However, if the securities have not previously been redeemed and the final underlier value of
any underlier is less than its downside threshold level, investors will lose 1% of the stated principal amount for every 1% that the final
underlier value of the worst performing underlier is less than its initial underlier value. Under these circumstances, the amount investors
receive will be less than 70% of the stated principal amount and could be zero. Investors in the securities must be willing and able to accept
the risk of losing their entire initial investment based on the performance of the worst performing underlier and also the risk of not receiving
any contingent quarterly payment throughout the entire term of the securities. In addition, investors will not participate in any appreciation of
any underlier.

February 2020
Page 6

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Key Investment Rationale

The securities are for investors who are willing and able to risk their principal and forgo guaranteed interest payments, in exchange for the
opportunity to receive contingent quarterly payments at a potentially above-market rate, subject to early redemption at our discretion. The
securities offer investors an opportunity to receive a contingent quarterly payment of $32.50 (3.25% of the stated principal amount) with
respect to each determination period if a coupon barrier event has not occurred during that determination period. In addition, the following
scenarios reflect the potential payment on the securities, if any, upon an early redemption or at maturity:

Sc e na rio 1
On a ny c ont inge nt pa ym e nt da t e (ot he r t ha n t he fina l c ont inge nt pa ym e nt da t e ), w e re de e m t he
se c urit ie s.
The securities will be redeemed for (i) the stated principal amount plus (ii) any contingent quarterly payment
otherwise due.
Investors will not participate in any appreciation of any underlier from its initial underlier value and will receive
no further contingent quarterly payments.
https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

Any early redemption of the securities will be at our discretion and will not automatically occur based on the
performance of the underliers. It is more likely that we will redeem the securities when it would otherwise be
advantageous for you to continue to hold the securities. As such, we will be more likely to redeem the securities when
the expected interest payable on the securities is greater than the interest that would be payable on other instruments
of a comparable maturity and credit rating trading in the market. In other words, we will be more likely to redeem the
securities when the securities are paying an above-market coupon. If the securities are redeemed prior to maturity, no
further contingent quarterly payments will be made on the securities and you may be forced to reinvest in a lower
interest rate environment. There is no guarantee that you would be able to reinvest the proceeds from an investment
in the securities in a comparable investment with a similar level of risk in the event the securities are redeemed prior
to the maturity date. On the other hand, we will be less likely to exercise our redemption right when the expected
interest payable on the securities is less than the interest that would be payable on other instruments of a comparable
maturity and credit rating trading in the market. Under these circumstances, it is also more likely that you will receive
few or no contingent quarterly payments and that you will suffer a significant loss on your investment at maturity.
Sc e na rio 2
T he se c urit ie s a re not re de e m e d prior t o m a t urit y a nd t he fina l unde rlie r va lue of e a c h unde rlie r
is greater than or equal to it s dow nside t hre shold le ve l.
The payment due at maturity will be (i) the stated principal amount plus (ii) any contingent quarterly payment
otherwise due.
Investors will not participate in any appreciation of any underlier from its initial underlier value.
Sc e na rio 3
T he se c urit ie s a re not re de e m e d prior t o m a t urit y a nd t he fina l unde rlie r va lue of a ny unde rlie r is
less than it s dow nside t hre shold le ve l.
The payment due at maturity will be equal to the stated principal amount times the underlier performance
factor of the worst performing underlier. In this case, at maturity, the securities pay less than 70% of the
stated principal amount and the percentage loss of the stated principal amount will be equal to the
percentage decrease in the final underlier value of the worst performing underlier from its initial underlier
value. For example, if the final underlier value of the worst performing underlier is 55% less than its initial
underlier value, the securities will pay $450.00 per security, or 45% of the stated principal amount, for a loss
of 55% of the stated principal amount. I nve st ors w ill lose a signific a nt port ion a nd m a y lose a ll of
t he ir princ ipa l in t his sc e na rio.
February 2020
Page 7

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Selected Purchase Considerations

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

You do not seek an investment that produces fixed periodic interest or coupon payments or other non-contingent sources of current
income.

You do not anticipate that the final underlier value of any underlier will be less than its downside threshold level on the final
determination date, and you are willing and able to accept the risk that, if it is, you will lose a significant portion or all of the stated
principal amount.

You understand that a coupon barrier event will occur with respect to a determination period if the closing level of any underlier is
less than its coupon barrier level on a ny sc he dule d t ra ding da y during that determination period, and you are willing and able to
accept the risk that, if a coupon barrier event occurs during a determination period, you will not receive any contingent quarterly
payment for that determination period.

You understand that the closing level of any underlier could be below its coupon barrier level on any scheduled trading day
during most or all of the determination periods, and you are willing and able to accept the risk that, if it is, you will receive few or no
contingent quarterly payments over the term of the securities.

You are willing and able to accept the individual market risk of each underlier and you understand that poor performance by any
underlier over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive
performance by the other underliers.

https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

You are willing and able to forgo participation in any appreciation of any underlier, and you understand that any return on your
investment will be limited to the contingent quarterly payments that may be payable on the securities.

You are willing and able to accept the risks associated with an investment linked to the performance of the worst performing of the
underliers, as explained in more detail in the "Risk Factors" section of this document.

You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of the
securities composing the underliers, nor will you have any voting rights with respect to the securities composing the underliers.

You are willing and able to accept the risk that we may redeem the securities at our discretion prior to scheduled maturity, that it is
more likely that we will redeem the securities when it would otherwise be advantageous for you to continue to hold the securities and
that you may not be able to reinvest your money in an alternative investment with comparable risk and yield.

You do not seek an investment for which there will be an active secondary market and you are willing and able to hold the securities
to maturity if the securities are not redeemed at our discretion.

You are willing and able to assume our credit risk for all payments on the securities.

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

You seek an investment that produces fixed periodic interest or coupon payments or other non-contingent sources of current income.

You seek an investment that provides for the full repayment of principal at maturity.

You anticipate that the final underlier value of any underlier will be less than its downside threshold level on the final determination
date, or you are unwilling or unable to accept the risk that, if it is, you will lose a significant portion or all of the stated principal
amount.

You are unwilling or unable to accept the risk that, if the closing level of any underlier is less than its coupon barrier level on any
sc he dule d t ra ding da y during a determination period, a coupon barrier event will occur with respect to that determination period
and you will not receive any contingent quarterly payment for that determination period.

You are unwilling or unable to accept that, if the closing level of any underlier is below its coupon barrier level on any scheduled
t ra ding da y during most or all of the determination periods, you will receive few or no contingent quarterly payments over the term
of the securities.

You are unwilling or unable to accept the individual market risk of each underlier or the risk that poor performance by any
underlier over the term of the securities may negatively affect your return and will not be offset or mitigated by any positive
performance by the other underliers.

You seek exposure to any upside performance of the underliers or you seek an investment with a return that is not limited to the
contingent quarterly payments that may be payable on the securities.

You are unwilling or unable to accept the risks associated with an investment linked to the performance of the worst performing of
the underliers, as explained in more detail in the "Risk Factors" section of this document.

February 2020
Page 8

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the securities composing the
underliers.

https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

You are unwilling or unable to accept the risk that we may redeem the securities at our discretion prior to scheduled maturity.

You seek an investment for which there will be an active secondary market and/or you are unwilling or unable to hold the securities
to maturity if they are not redeemed at our discretion.

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

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 securities. You should reach a decision whether to invest
in the securities after carefully considering, with your advisors, the suitability of the securities in light of your investment objectives and the
specific information set forth in this document, the prospectus, the prospectus supplement and the underlying supplement. Neither the issuer
nor Barclays Capital Inc. makes any recommendation as to the suitability of the securities for investment.
February 2020
Page 9

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
How the Securities Work

The following diagrams illustrate the potential outcomes for the securities depending on whether we exercise our option to redeem the
securities and on the closing level of each underlier on the scheduled trading days during the determination periods and on the final
determination date.

Dia gra m # 1 : Cont inge nt Pa ym e nt Da t e s Prior t o t he M a t urit y Da t e

Dia gra m # 2 : Pa ym e nt a t M a t urit y I f N ot Re de e m e d Ea rly a t Our Opt ion

https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

For more information about the payment upon an early redemption or at maturity in different hypothetical scenarios, see "Hypothetical
Examples" below.

February 2020
Page 10

Contingent Income Callable Securities due February 17, 2023
Ba se d on t he V a lue of t he Worst Pe rform ing of t he Russe ll 2 0 0 0 ® I nde x , t he S& P 5 0 0 ® I nde x a nd t he EU RO ST OX X ®
Ba nk s I nde x
Princ ipa l a t Risk Se c urit ie s
Hypothetical Examples

The numbers appearing in the following examples may have been rounded for ease of analysis. The examples below assume that the
securities will be held until maturity or earlier redemption and do not take into account the tax consequences of an investment in the
securities. The examples below are based on the following terms:*

H ypot he t ic a l I nit ia l U nde rlie r V a lue s:
With respect to each underlier: 100.00
H ypot he t ic a l Coupon Ba rrie r Le ve ls:
With respect to each underlier: 75.000, which is 75% of its hypothetical initial underlier
value
H ypot he t ic a l Dow nside T hre shold Le ve ls:
With respect to each underlier: 70.000, which is 70% of its hypothetical initial underlier
value
Cont inge nt Qua rt e rly Pa ym e nt :
$32.50 (3.25% of the stated principal amount).
St a t e d Princ ipa l Am ount :
$1,000 per security
* Terms used for purposes of these hypothetical examples do not represent the actual initial underlier values, coupon barrier levels or
downside threshold levels applicable to the securities. In particular, the hypothetical initial underlier value of 100.00 for each underlier used in
these examples has been chosen for illustrative purposes only and does not represent the actual initial underlier value for any underlier.
Please see "Russell 2000® Index Overview," "S&P 500® Index Overview" and "EURO STOXX® Banks Index Overview" below for recent
actual values of the underliers. The actual initial underlier values, coupon barrier levels and downside threshold levels applicable to the
securities are set forth on the cover page of this document.

The examples below are based on the worst performing underlier during each determination period and on the final determination date, and
assume that no market disruption event occurs with respect to any underlier during the term of the securities. We make no representation or
warranty as to which of the underliers will be the worst performing underlier for the purpose of calculating the payment at maturity, if
applicable, or as to what the closing level of any underlier will be on any scheduled trading day during any determination period. For
purposes of the examples below, the "worst performing underlier" on any scheduled trading day during each determination period or on the
final determination date will be the underlier with the largest percentage decline from its initial underlier value to its closing level on that
scheduled trading day or the final determination date, as applicable.

In Examples 1 and 2, we redeem the securities on one of the contingent payment dates prior to the final contingent payment date. In
Examples 3 and 4, the securities are not redeemed prior to, and remain outstanding until, maturity. Any early redemption of the securities
https://www.sec.gov/Archives/edgar/data/312070/000095010320002925/dp121555_424b2-2948ms.htm[2/19/2020 3:56:12 PM]

Document Outline

#1">
- #1">