The Trigger Autocallable Contingent Yield Notes (the “Notes”)
are unsecured and unsubordinated debt obligations issued by Barclays Bank PLC (the “Issuer”) linked to the lesser performing
of the MSCI Emerging Markets Index and the Russell 2000® Index (each an “Underlying” and together the
“Underlyings”). On a quarterly basis, unless the Notes have been previously called, the Issuer will pay you a coupon
(the “Contingent Coupon”) if the Closing Level of each Underlying on the applicable Observation Date is greater than
or equal to its specified Coupon Barrier. Otherwise, no Contingent Coupon will be paid for that quarter. The Issuer will automatically
call the Notes if the Closing Level of each Underlying on any quarterly Observation Date, beginning on November 13, 2020, is greater
than or equal to its Closing Level on the Trade Date (the “Initial Underlying Level”). If the Notes are automatically
called, the Issuer will pay the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date
that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes. If the Notes are not automatically
called and the Closing Level of each Underlying on the Final Valuation Date (the “Final Underlying Level”) is greater
than or equal to both its Downside Threshold and its Coupon Barrier, the Issuer will pay you a cash payment at maturity equal to
the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date that is also the Maturity Date.
If the Notes are not automatically called and the Final Underlying Level of each Underlying is greater than or equal to its Downside
Threshold but the Final Underlying Level of either Underlying is less than its Coupon Barrier, the Issuer will pay you a cash payment
at maturity equal to the principal amount of your Notes, but no Contingent Coupon will be paid. However, if the Final Underlying
Level of either Underlying is less than its Downside Threshold, the Issuer will pay you a cash payment at maturity that is less
than the principal amount, if anything, resulting in a percentage loss of principal equal to the negative Underlying Return of
the Underlying with the lower Underlying Return (the “Lesser Performing Underlying”). In this case, you will have full
downside exposure to the Lesser Performing Underlying from its Initial Underlying Level to its Final Underlying Level, and could
lose all of your principal. Investing in the Notes involves significant
risks. You may lose a significant portion or all of your principal. You may receive few or no Contingent Coupons during the term
of the Notes. You will be exposed to the market risk of each Underlying and any decline in the level of one Underlying may negatively
affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the level of the other
Underlying. The Final Underlying Level of each Underlying is observed relative to its Downside Threshold only on the Final Valuation
Date, and the contingent repayment of principal applies only if you hold the Notes to maturity. Generally, the higher the Contingent
Coupon Rate on a Note, the greater the risk of loss on that Note. Your return potential on the Notes is limited to any Contingent
Coupons paid on the Notes, and you will not participate in any appreciation of either Underlying. Any payment on the Notes, including
any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. If
Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K. Bail-in Power (as described
on page PS-4 of this pricing supplement) 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” in this pricing supplement and “Risk Factors” in the
accompanying prospectus supplement.
We are offering Trigger Autocallable Contingent Yield Notes linked
to the lesser performing of the MSCI Emerging Markets Index and the Russell 2000® Index. The Contingent Coupon Rate
will be set and the Initial Underlying Level and corresponding Coupon Barrier and Downside Threshold for each Underlying will be
determined on the Trade Date. The Initial Underlying Level of each Underlying will be the Closing Level of that Underlying on the
Trade Date. The Notes are offered at a minimum investment of 100 Notes at $10 per Note (representing a $1,000 investment), and
integral multiples of $10 in excess thereof.
* Rounded to two decimal places for the MSCI Emerging Markets Index
and rounded to three decimal places for the Russell 2000® Index
Additional
Information about Barclays Bank PLC and the Notes
|
You should read this pricing supplement 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 these Notes are a part, and the underlying supplement dated August 1, 2019. 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, 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.
If the terms set forth in this pricing supplement differ from
those set forth in the prospectus, prospectus supplement or underlying supplement, the terms set forth herein will control.
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):
Our SEC file number is 1-10257. As used
in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC. In this pricing
supplement, “Notes” refers to the Trigger Autocallable Contingent Yield Notes that are offered hereby, unless the context
otherwise requires.
Additional
Information Regarding Our Estimated Value of the Notes
|
The range of the estimated values of the Notes referenced above
may not correlate on a linear basis with the range for the Contingent Coupon Rate set forth in this pricing supplement. We determined
the size of the range for the Contingent Coupon Rate based on prevailing market conditions, as well as the anticipated duration
of the marketing period for the Notes. The final terms for the Notes will be determined on the date the Notes are initially priced
for sale to the public (the “Trade Date”) based on prevailing market conditions on or prior to the Trade Date, and
will be communicated to investors either orally or in a final pricing supplement.
Our internal pricing models take into account a number of variables
and are based on a number of subjective assumptions, which may or may not materialize, typically including volatility, interest
rates and our internal funding rates. Our internal funding rates (which are our internally published borrowing rates based on variables,
such as market benchmarks, our appetite for borrowing and our existing obligations coming to maturity) may vary from the levels
at which our benchmark debt securities trade in the secondary market. Our estimated value on the Trade Date is based on our internal
funding rates. Our estimated value of the Notes 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 Notes on the Trade Date is expected
to be 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 expected to result from several factors, including any sales commissions expected to be paid to Barclays
Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected 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 that we may incur in hedging our obligations under the Notes, and estimated development and other
costs that we may incur in connection with the Notes.
Our estimated value on the Trade 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
Trade 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 Trade Date for a temporary period expected to be approximately five months after the initial issue date
of the Notes 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 that 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 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 Notes based on changes in market conditions and other factors that cannot be predicted.
We urge you to read the “Key Risks” beginning
on page PS-9 of this pricing supplement.
You may revoke your offer to purchase the Notes at any time
prior to the Trade Date. We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their
Trade Date. In the event of any changes to the terms of the Notes, we will notify you and you will be asked to accept such changes
in connection with your purchase. You may also choose to reject such changes in which case we may reject your offer to purchase.
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 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 “Key Risks—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.
The Notes may be suitable for you if:
¨ You
fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire principal amount.
¨ You
can tolerate a loss of a significant portion or all of your principal amount and are willing to make an investment that may have
the full downside market risk of an investment in the Lesser Performing Underlying.
¨ You
are willing and able to accept the individual market risk of each Underlying and understand that any decline in the level of one
Underlying will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlying.
¨ You
believe each Underlying is likely to close at or above its Coupon Barrier on the specified Observation Dates, and, if either Underlying
does not, you can tolerate receiving few or no Contingent Coupons over the term of the Notes.
¨ You
believe the Final Underlying Level of each Underlying is not likely to be less than its Downside Threshold and, if the Final Underlying
Level of either Underlying is less than its Downside Threshold, you can tolerate a loss of a significant portion or all of your
principal amount.
¨ You
understand and accept that you will not participate in any appreciation of either Underlying, which may be significant, and that
your return potential on the Notes is limited to any Contingent Coupons paid on the Notes.
¨ You
can tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations
in the levels of the Underlyings.
¨ You
are willing and able to hold Notes that will be called on the earliest quarterly Observation Date, beginning on November 13, 2020,
on which the Closing Level of each Underlying is greater than or equal to its Initial Underlying Level, and you are otherwise
willing and able to hold the Notes to maturity and accept that there may be little or no secondary market for the Notes.
¨ You
would be willing to invest in the Notes if the Contingent Coupon Rate were set equal to the bottom of the range specified on the
cover of this pricing supplement (the actual Contingent Coupon Rate will be set on the Trade Date).
¨ You
do not seek guaranteed current income from this investment, you are willing to accept the risk of contingent yield and you are
willing to forgo any dividends paid on the securities composing the Underlyings.
¨ You
understand and are willing to accept the risks associated with each Underlying.
¨ You
are willing and able to assume the credit risk of Barclays Bank PLC, as issuer of the Notes, for all payments under the Notes
and understand that if Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K.
Bail-in Power, you might not receive any amounts due to you under the Notes, including any repayment of principal.
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|
The Notes may not be suitable for you if:
¨ You
do not fully understand the risks inherent in an investment in the Notes, including the risk of loss of your entire principal
amount.
¨ You
require an investment designed to provide a full return of principal at maturity, you cannot tolerate a loss of a significant
portion or all of your principal amount or you are not willing to make an investment that may have the full downside market risk
of an investment in the Lesser Performing Underlying.
¨ You
are unwilling or unable to accept the individual market risk of each Underlying or do not understand that any decline in the level
of one Underlying will not be offset or mitigated by a lesser decline or any potential increase in the level of the other Underlying.
¨ You
do not believe each Underlying is likely to close at or above its Coupon Barrier on the specified Observation Dates, or you cannot
tolerate receiving few or no Contingent Coupons over the term of the Notes.
¨ You
believe the Final Underlying Level of either Underlying is likely to be less than its Downside Threshold, which could result in
a total loss of your principal amount.
¨ You
seek an investment that participates in the full appreciation of either or both of the Underlyings and whose return is not limited
to any Contingent Coupons paid on the Notes.
¨ You
cannot tolerate fluctuations in the price of the Notes prior to maturity that may be similar to or exceed the downside fluctuations
in the levels of the Underlyings.
¨ You
are unable or unwilling to hold Notes that will be called on the earliest quarterly Observation Date, beginning on November 13,
2020, on which the Closing Level of each Underlying is greater than or equal to its Initial Underlying Level, or you are unable
or unwilling to hold the Notes to maturity and seek an investment for which there will be an active secondary market.
¨ You
would be unwilling to invest in the Notes if the Contingent Coupon Rate were set equal to the bottom of the range specified on
the cover of this pricing supplement (the actual Contingent Coupon Rate will be set on the Trade Date).
¨ You
seek guaranteed current income from your investment, you are unwilling to accept the risk of contingent yield or you prefer to
receive any dividends paid on the securities composing the Underlyings.
¨ You
do not understand or are not willing to accept the risks associated with each Underlying.
¨ You
prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities
and credit ratings.
¨ You are not willing or are unable to assume the credit risk of Barclays Bank PLC, as issuer of the Notes, for all payments
due to you under the Notes, including any repayment of principal.
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The suitability considerations identified
above are not exhaustive. Whether or not the Notes are a suitable investment for you will depend on your individual circumstances,
and you should reach an investment decision only after you and your investment, legal, tax, accounting and other advisors have
carefully considered the suitability of an investment in the Notes in light of your particular circumstances. You should also review
carefully the “Key Risks” beginning on page PS-9 of this pricing supplement and the “Risk Factors” beginning
on page S-7 of the prospectus supplement for risks related to an investment in the Notes. For more information about the Underlyings,
please see the sections titled “MSCI Emerging Markets Index” and “Russell 2000® Index” below.
Issuer:
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Barclays Bank PLC
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Principal Amount:
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$10 per Note (subject to minimum investment of 100 Notes)
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Term2:
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Approximately ten years, unless called earlier
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Reference Assets3:
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The MSCI Emerging Markets Index (Bloomberg ticker symbol “MXEF<Index>”) and the Russell 2000® Index (Bloomberg ticker symbol “RTY<Index>”) (each an “Underlying” and together the “Underlyings”)
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Automatic Call Feature:
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The Issuer will automatically call the Notes if the Closing Level of each Underlying on any quarterly Observation Date, beginning on November 13, 2020, is greater than or equal to its Initial Underlying Level. If the Notes are automatically called, the Issuer will pay the principal amount of your Notes plus the Contingent Coupon due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes.
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Observation Dates2:
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As set forth under the “Observation Dates” column of the table under “Observation Dates/Coupon Payment Dates/Call Settlement Dates” below. The final Observation Date, November 13, 2029, is the “Final Valuation Date.”
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Call Settlement Dates2:
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As set forth under the “Coupon Payment Dates/Call Settlement Dates” column of the table under “Observation Dates/Coupon Payment Dates/Call Settlement Dates” below
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Contingent Coupon:
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If the
Closing Level of each Underlying is greater than or equal to its Coupon Barrier on any Observation Date, the Issuer
will pay you the Contingent Coupon applicable to that Observation Date.
If the
Closing Level of either Underlying is less than its Coupon Barrier on any Observation Date, the Contingent Coupon applicable
to that Observation Date will not accrue or be payable and the Issuer will not make any payment to you on the related Coupon Payment
Date.
The Contingent Coupon is a fixed amount potentially payable quarterly
based on the per annum Contingent Coupon Rate.
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Coupon Barrier:
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With respect to each Underlying, a percentage of the Initial Underlying Level of that Underlying, as specified on the cover of this pricing supplement
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Coupon Payment Dates2:
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As set forth under the “Coupon Payment Dates/Call Settlement Dates” column of the table under “Observation Dates/Coupon Payment Dates/Call Settlement Dates” below
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Contingent Coupon Rate:
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The Contingent Coupon Rate is 7.80% per annum. Accordingly, the Contingent
Coupon with respect to each Observation Date is equal to $0.195 per Note and will be payable only for each Observation Date on
which the Closing Level of each Underlying is greater than or equal to its Coupon Barrier. The actual Contingent Coupon amount
will be based on the Contingent Coupon Rate as set on the Trade Date.
Whether Contingent Coupons will be paid on the Notes will depend
on the performance of the Underlyings. The Issuer will not pay you the Contingent Coupon for any Observation Date on which the
Closing Level of either Underlying is less than its Coupon Barrier.
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Payment at Maturity (per Note):
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If the
Notes are not automatically called and the Final Underlying Level of each Underlying is greater than or equal to both its Downside
Threshold and its Coupon Barrier, the Issuer will pay you a cash payment on the Maturity Date equal to $10 per Note
plus the Contingent Coupon due on the Coupon Payment Date that is also the Maturity Date.
If the
Notes are not automatically called and the Final Underlying Level of each Underlying is greater than or equal to its Downside Threshold
but the Final Underlying Level of either Underlying is less than its Coupon Barrier, the Issuer will pay you a cash
payment on the Maturity Date equal to $10 per Note, but no Contingent Coupon will be paid.
If the
Notes are not automatically called and the Final Underlying Level of either Underlying is less than its Downside Threshold, the
Issuer will pay you a cash payment on the Maturity Date per Note that is less than your principal amount, if anything, resulting
in a percentage loss of principal equal to the negative Underlying Return of the Lesser Performing Underlying, calculated as follows:
$10 × (1 + Underlying Return of the Lesser
Performing Underlying)
Accordingly, you may lose a significant portion or all of your
principal at maturity, depending on how much the Lesser Performing Underlying declines, regardless of the performance of the other
Underlying. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank
PLC and is not guaranteed by any third party.
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Underlying Return:
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With respect to each Underlying:
Final Underlying Level – Initial Underlying
Level
Initial Underlying Level
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Lesser Performing Underlying:
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The Underlying with the lower Underlying Return
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Downside Threshold:
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With respect to each Underlying, a percentage of the Initial Underlying Level of that Underlying, as specified on the cover of this pricing supplement
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Initial Underlying Level:
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With respect to each Underlying, the Closing Level of that Underlying on the Trade Date
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Final Underlying Level:
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With respect to each Underlying, the Closing Level of that Underlying on the Final Valuation Date
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Closing Level3:
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With respect to each Underlying, Closing Level has the meaning set forth under “Reference Assets—Indices—Special Calculation Provisions” in the prospectus supplement.
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Calculation Agent:
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Barclays Bank PLC
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1
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Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed
to them in the prospectus supplement.
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2
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In the event that we make any change to the expected Trade Date or Settlement Date, the Observation
Dates, including the Final Valuation Date, the Coupon Payment Dates, the Call Settlement Dates and/or the Maturity Date may be
changed to ensure that the stated term of the Notes remains the same. Each Observation Date may be postponed if that Observation
Date is not a scheduled trading day with respect to either Underlying or if a market disruption event occurs with respect to either
Underlying on that Observation 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 prospectus supplement. In addition, a Coupon Payment Date, a Call Settlement Date and/or the Maturity Date will be postponed
if that day is not a business day or if the relevant Observation Date is postponed as described under “Terms of the Notes—Payment
Dates” in the accompanying prospectus supplement.
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3
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If an Underlying is discontinued or if the sponsor of an Underlying fails to publish that Underlying, 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 Underlying. In addition, the Calculation Agent will calculate the value to be used as the Closing Level of an Underlying in
the event of certain changes in or modifications to that Underlying. For more information, see “Reference Assets—Indices—Adjustments
Relating to Securities with an Index as a Reference Asset” in the accompanying prospectus supplement.
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Trade Date:
|
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The Closing Level of each Underlying (the Initial Underlying Level) is observed, the Contingent Coupon Rate is set and the Coupon Barrier and Downside Threshold of each Underlying are determined.
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Quarterly (callable beginning November 13, 2020):
|
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If the Closing Level of each Underlying is greater than or equal
to its Coupon Barrier on any Observation Date, the Issuer will pay you the Contingent Coupon applicable to that Observation Date.
However, if the Closing Level of either Underlying is less than
its Coupon Barrier on any Observation Date, no Contingent Coupon payment will be made with respect to that Observation Date.
The Issuer will automatically call the Notes if the Closing Level
of each Underlying on any quarterly Observation Date, beginning on November 13, 2020, is greater than or equal to its Initial Underlying
Level. If the Notes are automatically called, the Issuer will pay the principal amount of your Notes plus the Contingent Coupon
due on the Coupon Payment Date that is also the Call Settlement Date, and no further amounts will be owed to you under the Notes.
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Maturity Date:
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The Final Underlying Level of each Underlying is determined as
of the Final Valuation Date.
If the Notes are not automatically called and the Final Underlying
Level of each Underlying is greater than or equal to both its Downside Threshold and its Coupon Barrier, the Issuer will pay you
a cash payment on the Maturity Date equal to $10 per Note plus the Contingent Coupon due on the Coupon Payment Date that is also
the Maturity Date.
If the Notes are not automatically called and the Final Underlying
Level of each Underlying is greater than or equal to its Downside Threshold but the Final Underlying Level of either Underlying
is less than its Coupon Barrier, the Issuer will pay you a cash payment on the Maturity Date equal to $10 per Note, but no Contingent
Coupon will be paid.
If the Notes are not automatically called and the Final Underlying
Level of either Underlying is less than its Downside Threshold, the Issuer will pay you a cash payment on the Maturity Date per
Note that is less than your principal amount, if anything, resulting in a percentage loss of principal equal to the negative Underlying
Return of the Lesser Performing Underlying, calculated as follows:
$10 × (1 + Underlying Return of the
Lesser Performing Underlying)
Accordingly, you may lose a significant portion or all
of your principal at maturity, depending on how much the Lesser Performing Underlying declines, regardless of the performance
of the other Underlying.
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Investing in the Notes involves significant
risks. You may lose a significant portion or all of your principal amount. You may receive few or no Contingent Coupons during
the term of the Notes. You will be exposed to the market risk of each Underlying and any decline in the level of one Underlying
may negatively affect your return and will not be offset or mitigated by a lesser decline or any potential increase in the level
of the other Underlying. The Final Underlying Level of each Underlying is observed relative to its Downside Threshold only on the
Final Valuation Date, and the contingent repayment of principal applies only if you hold the Notes to maturity. Generally, the
higher the Contingent Coupon Rate on a Note, the greater the risk of loss on that Note. Your return potential on the Notes is limited
to any Contingent Coupons paid on the Notes, and you will not participate in any appreciation of either Underlying. Any payment
on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed
by any third party. If Barclays Bank PLC were to default on its payment obligations or become subject to the exercise of any U.K.
Bail-in Power by the relevant U.K. resolution authority, you might not receive any amounts owed to you under the Notes.
Observation
Dates/Coupon Payment Dates/Call Settlement Dates
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Observatiaon Dates
|
Coupon Payment Dates / Call Settlement Dates
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February 13, 2020*
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February 18, 2020*
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May 13, 2020*
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May 15, 2020*
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August 13, 2020*
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August 17, 2020*
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November 13, 2020
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November 17, 2020
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February 16, 2021
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February 18, 2021
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May 13, 2021
|
May 17, 2021
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August 13, 2021
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August 17, 2021
|
November 15, 2021
|
November 17, 2021
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February 14, 2022
|
February 16, 2022
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May 13, 2022
|
May 17, 2022
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August 15, 2022
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August 17, 2022
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November 14, 2022
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November 16, 2022
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February 13, 2023
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February 15, 2023
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May 15, 2023
|
May 17, 2023
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August 14, 2023
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August 16, 2023
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November 13, 2023
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November 15, 2023
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February 13, 2024
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February 15, 2024
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May 13, 2024
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May 15, 2024
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August 13, 2024
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August 15, 2024
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November 13, 2024
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November 15, 2024
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February 13, 2025
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February 18, 2025
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May 13, 2025
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May 15, 2025
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August 13, 2025
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August 15, 2025
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November 13, 2025
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November 17, 2025
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February 13, 2026
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February 18, 2026
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May 13, 2026
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May 15, 2026
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August 13, 2026
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August 17, 2026
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November 13, 2026
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November 17, 2026
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February 16, 2027
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February 18, 2027
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May 13, 2027
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May 17, 2027
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August 13, 2027
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August 17, 2027
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November 15, 2027
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November 17, 2027
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February 14, 2028
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February 16, 2028
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May 15, 2028
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May 17, 2028
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August 14, 2028
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August 16, 2028
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November 13, 2028
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November 15, 2028
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February 13, 2029
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February 15, 2029
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May 14, 2029
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May 16, 2029
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August 13, 2029
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August 15, 2029
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November 13, 2029
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November 16, 2029
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*The Notes are NOT automatically callable until the fourth Observation Date, which is November 13, 2020. Thus, the first Call Settlement Date will be on or about November 17, 2020.
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An investment in the Notes involves significant risks. Investing
in the Notes is not equivalent to investing directly in either or both of the Underlyings or the securities composing the Underlyings.
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.
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You may lose a significant portion or all of your principal —
The Notes differ from ordinary debt securities in that the Issuer will not necessarily pay the full principal amount of the Notes
at maturity. If the Notes are not automatically called, at maturity, the Issuer will pay you the principal amount of your Notes
only if the Final Underlying Level of each Underlying is greater than or equal to its Downside Threshold and will make such payment
only at maturity. If the Notes are not automatically called and the Final Underlying Level of either Underlying is less than its
Downside Threshold, you will be exposed to the full decline in the Lesser Performing Underlying and the Issuer will repay less
than the full principal amount of the Notes at maturity, if anything, resulting in a percentage loss of principal equal to the
negative Underlying Return of the Lesser Performing Underlying. Accordingly, you may lose a significant portion or all of your
principal.
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If the Notes are not automatically called, the payment at maturity,
if any, is calculated based solely on the performance of the Lesser Performing Underlying — If the Notes are not
automatically called pursuant to the Call Feature, the payment at maturity, if any, will be linked solely to the performance of
the Lesser Performing Underlying. As a result, in the event that the Final Underlying Level of the Lesser Performing Underlying
is less than its Downside Threshold, the Underlying Return of only the Lesser Performing Underlying will be used to determine the
return on your Notes, and you will not benefit from the performance of the other Underlying, even if the Final Underlying Level
of the other Underlying is greater than or equal to its Downside Threshold or Initial Underlying Level.
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You may not receive any Contingent Coupons — The
Issuer will not necessarily make periodic coupon payments on the Notes. If the Closing Level of either Underlying on an Observation
Date is less than its Coupon Barrier, the Issuer will not pay you the Contingent Coupon applicable to that Observation Date even
if the Closing Level of the other Underlying is greater than or equal to its Coupon Barrier on that Observation Date. If the Closing
Level of either Underlying is less than its Coupon Barrier on each of the Observation Dates, the Issuer will not pay you any Contingent
Coupons during the term of the Notes, and you will not receive a positive return on your Notes. Generally, this non-payment of
the Contingent Coupon coincides with a period of greater risk of principal loss on your Notes.
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Contingent repayment of principal applies only at maturity
— You should be willing to hold your Notes to maturity. The market value of the Notes may fluctuate between the date you
purchase them and the Final Valuation Date. If you are able to sell your Notes prior to maturity in the secondary market, if any,
you may have to sell them at a loss relative to your principal amount even if at that time the level of either or both of the Underlyings
is greater than or equal to its Downside Threshold.
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Your return potential on the Notes is limited to any Contingent
Coupons paid on the Notes, and you will not participate in any appreciation of either Underlying — The return
potential of the Notes is limited to the pre-specified per annum Contingent Coupon Rate, regardless of any appreciation of either
Underlying. In addition, the total return on the Notes will vary based on the number of Observation Dates on which the Closing
Level of each Underlying has been greater than or equal to its Coupon Barrier prior to maturity or an automatic call. Further,
if the Notes are automatically called pursuant to the Automatic Call Feature, you will not receive Contingent Coupons or any other
payment in respect of any Observation Dates after the applicable Call Settlement Date. Because the Notes could be called as early
as the fourth Observation Date, the total return on the Notes could be minimal. If the Notes are not automatically called, you
may be subject to the decline in the level of the Lesser Performing Underlying even though you will not participate in any appreciation
of either Underlying. As a result, the return on an investment in the Notes could be less than the return on a direct investment
in either or both of the Underlyings or the securities composing the Underlyings.
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Because the Notes are linked to the Lesser Performing Underlying,
you are exposed to greater risks of no Contingent Coupons and sustaining a significant loss of principal at maturity than if the
Notes were linked to a single Underlying — The risk that you will not receive any Contingent Coupons and lose
a significant portion or all of your principal amount in the Notes at maturity is greater if you invest in the Notes as opposed
to substantially similar securities that are linked to the performance of a single Underlying. With two Underlyings, it is more
likely that the Closing Level of either Underlying will be less than its Coupon Barrier on the specified Observation Dates or less
than its Downside Threshold on the Final Valuation Date and, therefore, it is more likely that you will not receive any Contingent
Coupons and that you will suffer a significant loss of principal at maturity. In addition, because the Closing Level of each Underlying
must be greater than or equal to its Initial Underlying Level on an Observation Date in order for the Notes to be automatically
called prior to maturity, the Notes are less likely to be automatically called on any Observation Date than if the Notes were linked
to a single Underlying. Further, the performance of the Underlyings may not be correlated or may be negatively correlated. The
lower the correlation between two Underlyings, the greater the potential for one of those Underlyings to close below its Coupon
Barrier or Downside Threshold on an Observation Date or the Final Valuation Date, respectively. See “Correlation of the Underlyings”
below.
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It is impossible to predict what
the correlation between the Underlyings will be over the term of the Notes. The Underlyings represent different equity markets.
The MSCI Emerging Markets Index represents the equity market performance of global emerging markets and the Russell 2000®
Index represents the small-capitalization segment of the United States equity market. These different equity markets may not perform
similarly over the term of the Notes.
Although the correlation of the Underlyings’
performance may change over the term of the Notes, the Contingent Coupon Rate is determined, in part, based on the correlation
of the Underlyings’ performance calculated using our internal models at the time when the terms of the Notes are finalized.
A higher Contingent Coupon Rate is generally associated with lower correlation of the Underlyings, which reflects a greater potential
for missed Contingent Coupons and for a loss of principal at maturity. The correlation referenced in setting the terms of the Notes
is calculated using our internal models and is not derived from the returns of the Underlyings over the period set forth under
“Correlation of the Underlyings” below. In addition, other factors and inputs other than correlation may impact how
the terms of the Notes are set and the performance of the Notes.
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You are exposed to the market risk of each Underlying
— Your return on the Notes is not linked to a basket consisting of the Underlyings. Rather, it will be contingent upon the
independent performance of each Underlying. Unlike an instrument with a return linked to a basket of underlying assets in which
risk is mitigated and diversified among all the components of the basket, you will be exposed to the risks related to each Underlying.
Poor performance by either Underlying over the term of the Notes may negatively affect your return and will not be offset or mitigated
by any increases or lesser declines in the level of the other Underlying. To receive any Contingent Coupons, the Closing Level
of each Underlying must be greater than or equal to its Coupon Barrier on the applicable Observation Date. In addition, if the
Notes have not been automatically called prior to maturity and the Final Underlying Level of either Underlying is less than its
Downside Threshold, you will be exposed to the full decline in the Lesser Performing Underlying. Accordingly, your investment is
subject to the market risk of each Underlying.
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Reinvestment risk — If your Notes are automatically
called early, the holding period over which you would receive the per annum Contingent Coupon Rate could be as short as approximately
one year. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes in a comparable
investment with a similar level of risk in the event the Notes are automatically called prior to the Maturity Date. The likelihood
that the Notes will be automatically called prior to the Maturity Date is highest earlier in their term. Generally, the longer
the Notes remain outstanding, the less likely it is that the Notes will be automatically called, due to the decline in the level
of either or both of the Underlyings that has caused the Notes not to be automatically called on an earlier Observation Date and
the shorter time remaining for the level of any such Underlying to increase to or above its Initial Underlying Level on a subsequent
Observation Date. If the Notes are not automatically called, you might be exposed to the full decline in the Lesser Performing
Underlying.
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A higher Contingent Coupon Rate and/or a lower Coupon Barrier and/or
Downside Threshold may reflect greater expected volatility of the Underlyings, which is generally associated with a greater risk
of loss — Volatility is a measure of the degree of variation in the levels of the Underlyings over a period of
time. The greater the expected volatilities of the Underlyings at the time the terms of the Notes are set, the greater the expectation
is at that time that you may not receive one or more, or all, Contingent Coupon payments and that you may lose a significant portion
or all of your principal at maturity. In addition, the economic terms of the Notes, including the Contingent Coupon Rate, the Coupon
Barrier and the Downside Threshold, are based, in part, on the expected volatilities of the Underlyings at the time the terms of
the Notes are set, where higher expected volatilities will generally be reflected in a higher Contingent Coupon Rate than the fixed
rate we would pay on conventional debt securities of the same maturity and/or on otherwise comparable securities and/or a lower
Coupon Barrier and/or a lower Downside Threshold as compared to otherwise comparable securities. Accordingly, a higher Contingent
Coupon Rate will generally be indicative of a greater risk of loss while a lower Coupon Barrier or Downside Threshold does not
necessarily indicate that the Notes have a greater likelihood of paying Contingent Coupon payments or returning your principal
at maturity. You should be willing to accept the downside market risk of each Underlying and the potential loss of a significant
portion or all of your principal at maturity.
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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, including any repayment of principal, is subject to the ability of Barclays
Bank PLC to satisfy its obligations as they come due and is not guaranteed by any third party. As a result, the actual and perceived
creditworthiness of Barclays Bank PLC may affect the market value of the Notes and, in the event Barclays Bank PLC were to default
on its obligations, you might not receive any amount owed to you under the terms of the Notes.
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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 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.
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Owning the Notes is not the same as owning the securities composing
either or both Underlyings — The return on your Notes may not reflect the return you would realize if you actually
owned the securities composing either or both Underlyings. As a holder of the Notes, you will not have voting rights or rights
to receive dividends or other distributions or other rights that holders of the securities composing either Underlying would have.
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Each Underlying reflects the price return of the securities composing
that Underlying, not the total return — The return on the Notes is based on the performance of the Underlyings,
which reflect changes in the market prices of the securities composing each Underlying. Each Underlying is not a “total return”
index that, in addition to reflecting those price returns, would also reflect dividends paid on the securities composing the applicable
Underlying. Accordingly, the return on the Notes will not include such a total return feature.
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Adjustments to the Underlyings could adversely affect the value
of the Notes — The sponsor of an Underlying may add, delete, substitute or adjust the securities composing that
Underlying or make other methodological changes to that Underlying that could affect its performance. The Calculation Agent will
calculate the value to be used as the Closing Level of an Underlying in the event of certain material changes in or modifications
to that Underlying. In addition, the sponsor of an Underlying may also discontinue or suspend
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calculation or publication of that
Underlying at any time. Under these circumstances, the Calculation Agent may select a successor index that the Calculation Agent
determines to be comparable to the discontinued Underlying or, if no successor index is available, the Calculation Agent will determine
the value to be used as the Closing Level of that Underlying. Any of these actions could adversely affect the value of the relevant
Underlying 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.
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Dealer incentives — We, the Agents and affiliates
of the Agents act in various capacities with respect to the Notes. The Agents and various affiliates may act as a principal, agent
or dealer in connection with the Notes. Such Agents, including the sales representatives of UBS Financial Services Inc., will derive
compensation from the distribution of the Notes and such compensation may serve as an incentive to sell these Notes instead of
other investments. We will pay compensation as specified on the cover of this pricing supplement to the Agents in connection with
the distribution of the Notes, and such compensation may be passed on to affiliates of the Agents or other third party distributors.
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There may be little or no secondary market for the Notes
— 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. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or
sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the price at which you may
be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and other affiliates of Barclays
Bank PLC are willing to buy the Notes. The Notes are not designed to be short-term trading instruments. Accordingly, you should
be able and willing to hold your Notes to maturity.
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Potentially inconsistent research, opinions or recommendations by
Barclays Capital Inc., UBS Financial Services Inc. or their respective affiliates — Barclays Capital Inc., UBS
Financial Services Inc. or their respective affiliates and agents may publish research from time to time on financial markets and
other matters that may influence the value of the Notes, or express opinions or provide recommendations that are inconsistent with
purchasing or holding the Notes. Any research, opinions or recommendations expressed by Barclays Capital Inc., UBS Financial Services
Inc. or their respective affiliates or agents may not be consistent with each other and may be modified from time to time without
notice. You should make your own independent investigation of the merits of investing in the Notes and each Underlying.
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No assurance that the investment view implicit in the Notes will
be successful — It is impossible to predict whether and the extent to which the level of either Underlying will
rise or fall. There can be no assurance that the level of either Underlying will not close below its Downside Threshold on the
Final Valuation Date. The level of each Underlying will be influenced by complex and interrelated political, economic, financial
and other factors that affect that Underlying. You should be willing to accept the downside risks associated with equities in general
and each Underlying in particular, and the risk of losing a significant portion or all of your principal amount.
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Potential Barclays Bank PLC impact on the levels of the Underlyings
— Trading or transactions by Barclays Bank PLC or its affiliates in the securities composing the Underlyings and/or over-the-counter
options, futures or other instruments with returns linked to the performance of either or both Underlyings or the securities composing
the Underlyings, may adversely affect the level of either Underlying and, therefore, the market value of the Notes.
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The Notes are subject to small-capitalization companies risk with
respect to the Russell 2000® Index — The Russell 2000® Index tracks companies that
are considered small-capitalization companies. These companies often have greater stock price volatility, lower trading volume
and less liquidity than large-capitalization companies, and therefore securities linked to the Russell 2000® Index
may be more volatile than an investment linked to an index with component stocks issued by large-capitalization companies. Stock
prices of small-capitalization companies are also more vulnerable than those of large-capitalization companies to adverse business
and economic developments. In addition, small-capitalization companies are typically less stable financially than large-capitalization
companies and may depend on a small number of key personnel, making them more vulnerable to loss of personnel. Small-capitalization
companies are often subject to less analyst coverage and may be in early, and less predictable, periods of their corporate existences.
Such companies tend to have smaller revenues, less diverse product lines, smaller shares of their product or service markets, fewer
financial resources and less competitive strengths than large-capitalization companies and are more susceptible to adverse developments
related to their products.
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Non-U.S. securities markets risks with
respect to the MSCI Emerging Markets Index — The equity securities composing
the MSCI Emerging Markets Index are issued by non-U.S. companies in non-U.S. securities markets. Investments in securities linked
to the value of such non-U.S. equity securities, such as the Notes, involve risks associated with the securities markets in the
home countries of the issuers of those non-U.S. equity securities, including risks of volatility in those markets, governmental
intervention in those markets and cross shareholdings in companies in certain countries. Also, there is generally less publicly
available information about companies in some of these jurisdictions than there is about U.S. companies that are subject to the
reporting requirements of the SEC, and generally non-U.S. companies are subject to accounting, auditing and financial reporting
standards and requirements and securities trading rules different from those applicable to U.S. reporting companies. The prices
of securities in non-U.S. markets may be affected by political, economic, financial and social factors in those countries, or global
regions, including changes in government, economic and fiscal policies and currency exchange laws.
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Risks associated with emerging markets with respect to the MSCI Emerging Markets Index
— The equity securities included in the MSCI Emerging Markets Index have been issued by non-U.S. companies located in
emerging market countries. Emerging markets pose further risks in addition to the risks associated with investing in foreign equity
markets generally, as described in the previous risk factor. Countries with emerging markets may have relatively unstable governments,
may present the risks of nationalization of businesses, restrictions on foreign ownership and prohibitions on the repatriation
of assets, and may have less protection of property rights than more developed countries. The economies of countries with emerging
markets may be based on only a few industries, may be highly vulnerable to changes in local or global trade conditions, and may
suffer from extreme and volatile debt burdens or inflation rates. Local securities markets may trade a small number of securities
and may be unable to respond effectively to increases in trading volume, potentially making prompt liquidation of holdings difficult
or impossible at times. Moreover, the economies in such countries
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may differ unfavorably
from the economy in the United States in such respects as growth of gross national product, rate of inflation, capital reinvestment,
resources, self-sufficiency and balance of payment positions.
Since June 2018,
the MSCI Emerging Markets Index has included equity securities that are traded on mainland Chinese exchanges (as distinct from
exchanges in Hong Kong). Shares traded on mainland Chinese exchanges, referred to as A-shares, are subject to regulation by Chinese
authorities, including regulations that limit the amount of shares of equity securities that may be held by foreign investors.
These regulations may adversely affect the price of A-shares. Trading in A-shares may be less liquid and subject to greater volatility,
including as a result of actions by the Chinese government, than trading on international exchanges outside of mainland China.
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The levels of the MSCI Emerging Markets
Index are subject to currency exchange risk with respect to the U.S. dollar and the non-U.S. currencies represented in the MSCI
Emerging Markets Index — Because the securities included in the MSCI
Emerging Markets Index are denominated in non-U.S. currencies and are converted into U.S.
dollars for purposes of calculating the levels of the MSCI Emerging Markets Index,
the levels of the MSCI Emerging Markets Index will be exposed to the currency exchange
rate risk with respect to each of those non-U.S. currencies relative to the U.S. dollar. An investor’s net exposure will
depend on the extent to which each of those non-U.S. currencies strengthens or weakens against the U.S. dollar and the relative
weight of the securities denominated in those non-U.S. currencies. If, taking into account the relevant weighting, the U.S. dollar
strengthens against those non-U.S. currencies, the levels of the MSCI Emerging Markets Index will
be adversely affected and any payments on the Notes determined based in part on the
MSCI Emerging Markets Index may be reduced.
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Exchange rate
movements for a particular currency are volatile and are the result of numerous factors, including the supply of, and the demand
for, those currencies, as well as government policy, intervention or actions, but are also influenced significantly from time to
time by political or economic developments, and by macroeconomic factors and speculative actions related to the relevant region.
Of particular importance to potential currency exchange risk are:
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existing and expected rates of inflation;
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existing and expected interest rate levels;
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the balance of payments between the countries represented in the MSCI Emerging
Markets Index and the United States; and
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the extent of governmental surpluses or deficits in the countries represented in the
MSCI Emerging Markets Index and the United States.
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All
of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of the countries represented
in the MSCI Emerging Markets Index, the United States and other countries important
to international trade and finance.
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Many economic and market factors will impact the value of the Notes
— Structured notes, including the Notes, can be thought of as securities that combine a debt instrument with one
or more options or other derivative instruments. As a result, the factors that influence the values of debt instruments and options
or other derivative instruments will also influence the terms and features of the Notes at issuance and their value in the secondary
market. Accordingly, in addition to the levels of the Underlyings on any day, the value of the Notes will be affected by a number
of economic and market factors that may either offset or magnify each other, including:
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the expected volatility of the Underlyings and the securities composing the Underlyings;
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correlation (or lack of correlation) of the Underlyings;
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the time to maturity of the Notes;
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the market prices of, and dividend rates on, the securities composing the Underlyings;
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interest and yield rates in the market generally;
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supply and demand for the Notes;
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a variety of economic, financial, political, regulatory and judicial events;
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the exchange rates relative to the U.S. dollar with respect to each of the currencies in which the securities composing the
MSCI Emerging Markets Index trade; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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The estimated value of your Notes is expected to be lower than the
initial issue price of your Notes — The estimated value of your Notes on the Trade Date is expected to be lower,
and may be significantly 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 expected as a result of certain factors, such as any sales commissions expected to
be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected
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 that we may incur in hedging our obligations under the Notes, and estimated
development and other costs that we may incur in connection with the Notes.
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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 Trade Date is based on a number of variables, including our internal funding rates. Our internal funding rates
may vary from the levels at which our benchmark debt securities trade in the secondary market. As a result of this difference,
the estimated values referenced above might be lower if such estimated values were based on the levels at which our benchmark debt
securities trade in the secondary market. Also, this difference in funding rate as well as certain factors, such as sales commissions,
selling concessions, estimated costs and profits mentioned below, reduces the economic terms of the Notes to you.
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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 Trade Date is based on our internal pricing models, which take into account a
number of variables and are based on a number of subjective assumptions, which may or may not materialize. These variables and
assumptions are not evaluated or verified on an independent basis. Further, our pricing models may be different from other financial
institutions’ pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with
those of other financial institutions that 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.
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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.
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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 Trade 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 Trade 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. Please see “Additional
Information Regarding Our Estimated Value of the Notes” on page PS-3 for further information.
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¨
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We and our affiliates may engage in various activities or make determinations
that could materially affect your Notes in various ways and create conflicts of interest — We and our affiliates
play a variety of roles in connection with the issuance of the Notes, as described below. In performing these roles, our and our
affiliates’ economic interests are potentially adverse to your interests as an investor in the Notes.
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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 Underlyings or their components. In any such market
making, trading and hedging activity, investment banking and other financial services, we or our affiliates may take positions
or take actions that are inconsistent with, or adverse to, the investment objectives of the holders of the Notes. We and our affiliates
have no obligation to take the needs of any buyer, seller or holder of the Notes into account in conducting these activities. Such
market making, trading and hedging activity, investment banking and other financial services may negatively impact the value of
the Notes.
In addition, the role played by Barclays
Capital Inc., as the agent for the Notes, could present significant conflicts of interest with the role of Barclays Bank PLC, as
issuer of the Notes. For example, Barclays Capital Inc. or its representatives may derive compensation or financial benefit from
the distribution of the Notes and such compensation or financial benefit may serve as an 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 Underlyings
and make any other determinations necessary to calculate any payments on the Notes. In making these determinations, we may be required
to make discretionary judgments, including determining whether a market disruption event has occurred on any date that the value
of an Underlying is to be determined; if an Underlying is discontinued or if the sponsor of an Underlying fails to publish that
Underlying, selecting a successor index or, if no successor index is available, determining any value necessary to calculate any
payments on the Notes; and calculating the value of an Underlying on any date of determination in the event of certain changes
in or modifications to an Underlying. 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.
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¨
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Tax treatment — Significant aspects of the tax
treatment of the Notes are uncertain. You should consult your tax advisor about your tax situation. See “What Are the Tax
Consequences of an Investment in the Notes?” on page PS-18 of this pricing supplement.
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Hypothetical terms only. Actual terms
may vary. See the cover page for actual offering terms.
The examples below illustrate the payment upon a call or at maturity
for a $10 principal amount Note on a hypothetical offering of the Notes under various scenarios, with the assumptions set forth
below.* You should not take these examples as an indication or assurance of the expected performance of the Notes. The examples
below do not take into account any tax consequences from investing in the Notes. Numbers appearing in the examples below have been
rounded for ease of analysis. In these examples, we refer to the MSCI Emerging Markets Index and the Russell 2000®
Index as the “MXEF Index” and the “RTY Index,” respectively.
Term:
|
Approximately ten years (unless called earlier)
|
Hypothetical Contingent Coupon Rate:
|
7.80% per annum (or 1.95% per quarter) (the minimum Contingent Coupon Rate that may be set on the Trade Date)
|
Hypothetical Contingent Coupon:
|
$0.195 per quarter
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Hypothetical Initial Underlying Level:
|
100.00 for the MXEF Index and 100.000 for the RTY Index
|
Hypothetical Coupon Barrier:
|
70.00 for the MXEF Index and 70.000 for the RTY Index (which, with respect to each Underlying, is 70.00% of the hypothetical Initial Underlying Level of that Underlying)
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Hypothetical Downside Threshold:
|
55.00 for the MXEF Index and 55.000 for the RTY Index (which, with respect to each Underlying, is 55.00% of the hypothetical Initial Underlying Level of that Underlying)
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Observation Dates:
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Quarterly, as set forth under “Indicative Terms” and “Observation Dates/Coupon Payment Dates/Call Settlement Dates” in this pricing supplement. The Notes will be automatically callable beginning on the fourth Observation Date.
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*
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Terms used for purposes of these hypothetical examples may not represent the actual Contingent Coupon Rate per annum, Initial
Underlying Levels, Coupon Barriers or Downside Thresholds. The actual Contingent Coupon Rate per annum will be set on the Trade
Date. The hypothetical Initial Underlying Levels of 100.00 for the MXEF Index and 100.000 for the RTY Index have been chosen for
illustrative purposes only and may not represent likely actual Initial Underlying Levels for the Underlyings. The actual Initial
Underlying Level and resulting Coupon Barrier and Downside Threshold of each Underlying will be based on the Closing Level of that
Underlying on the Trade Date. For historical Closing Levels of the Underlyings, please see the historical information set forth
under the sections titled “MSCI Emerging Markets Index” and “Russell 2000® Index” below.
We cannot predict the Closing Level of either Underlying on any day during the term of the Notes, including on any Observation
Date.
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The examples below are purely hypothetical. These examples are
intended to illustrate (a) under what circumstances the Notes will be subject to an automatic call, (b) how the payment of a Contingent
Coupon with respect to any Observation Date will depend on whether the Closing Level of either Underlying on that Observation Date
is less than its Coupon Barrier, (c) how the value of the payment at maturity on the Notes will depend on whether the Final Underlying
Level of either Underlying is less than its Downside Threshold and/or its Coupon Barrier and (d) how the total return on the Notes
may be less than the total return on a direct investment in either or both Underlyings in certain scenarios. The “total return”
as used in this pricing supplement is the number, expressed as a percentage, that results from comparing the total payments per
Note over the term of the Notes to the $10 principal amount.
Example 1 — Notes Are Automatically Called on the Fourth
Observation Date
Date
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|
Closing Level
|
|
Payment (per Note)
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First Observation Date
|
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MXEF Index: 105.00
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Closing Level of each Underlying at or above its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of each Underlying at or above its Coupon Barrier; Issuer pays Contingent Coupon of $0.195 on first Coupon Payment Date.
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RTY Index: 110.000
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Second Observation Date
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MXEF Index: 80.00
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Closing Level of each Underlying below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of RTY Index below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on second Coupon Payment Date.
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RTY Index: 60.000
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Third Observation Date
|
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MXEF Index: 60.00
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Closing Level of each Underlying below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of MXEF Index below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on third Coupon Payment Date.
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RTY Index: 80.000
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Fourth Observation Date
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MXEF Index: 110.00
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Closing Level of each Underlying at or above its Initial Underlying Level; Notes are automatically called; Issuer pays principal plus Contingent Coupon of $0.195 on Call Settlement Date.
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RTY Index: 115.000
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Total Payments (per Note):
|
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Payment on Call Settlement Date:
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$10.195 ($10.00 + $0.195)
|
|
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Prior Contingent Coupons:
|
$0.195 ($0.195 × 1)
|
|
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Total:
|
$10.39
|
|
|
Total Return:
|
3.90%
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Because the Closing Level of each Underlying is greater than
or equal to its Initial Underlying Level on the fourth Observation Date (which is approximately one year after the Trade Date and
is the first Observation Date on which the Notes are callable), the Notes are automatically
called on that Observation Date. The Issuer will pay you on the
Call Settlement Date $10.195 per Note, which is equal to your principal amount plus the Contingent Coupon due on the Coupon
Payment Date that is also the Call Settlement Date. No further amounts will be owed to you under the Notes.
In addition, because the Closing Level of each Underlying was
greater than or equal to its Coupon Barrier on the first Observation Date, the Issuer will pay the Contingent Coupon of $0.195
on the first Coupon Payment Date. However, because the Closing Level of at least one Underlying was less than its Coupon Barrier
on the second and third Observation Dates, the Issuer will not pay any Contingent Coupon on the Coupon Payment Dates following
those Observation Dates. Accordingly, the Issuer will have paid a total of $10.39 per Note for a total return of 3.90% on the Notes.
Example 2 — Notes Are NOT Automatically Called and the
Final Underlying Level of Each Underlying Is At or Above Its Downside Threshold and Coupon Barrier
Date
|
|
Closing Level
|
|
Payment (per Note)
|
First Observation Date
|
|
MXEF Index: 115.00
|
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Closing Level of each Underlying at or above its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of each Underlying at or above its Coupon Barrier; Issuer pays Contingent Coupon of $0.195 on first Coupon Payment Date.
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RTY Index: 110.000
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Second Observation Date
|
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MXEF Index: 80.00
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Closing Level of each Underlying below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of each Underlying at or above its Coupon Barrier; Issuer pays Contingent Coupon of $0.195 on second Coupon Payment Date.
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RTY Index: 75.000
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Third Observation Date
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MXEF Index: 85.00
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Closing Level of each Underlying below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of RTY Index below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on third Coupon Payment Date.
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RTY Index: 65.000
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Fourth to Thirty-Ninth Observation Dates
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|
Various (at least one Underlying below Coupon Barrier)
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Closing Level of at least one Underlying below its Initial Underlying Level; Notes NOT automatically called. Closing Level of at least one Underlying below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on any of the fourth to thirty-ninth Coupon Payment Dates.
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Fortieth Observation Date (the Final Valuation Date)
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MXEF Index: 110.00
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Closing Level of RTY Index below its Initial Underlying Level; Notes NOT automatically called. Final Underlying Level of each Underlying at or above its Downside Threshold and Coupon Barrier; Issuer pays principal plus Contingent Coupon of $0.195 on Maturity Date.
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RTY Index: 80.000
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Total Payments (per Note):
|
|
Payment at Maturity:
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$10.195 ($10.00 + $0.195)
|
|
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Prior Contingent Coupons:
|
$0.39 ($0.195 × 2)
|
|
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Total:
|
$10.585
|
|
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Total Return:
|
5.85%
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Because the Closing Level of either Underlying was less than
its Initial Underlying Level on each Observation Date on and after the fourth Observation Date (which is approximately one year
after the Trade Date and is the first Observation Date on which the Notes are callable), the Notes are not automatically called.
Because the Final Underlying Level of each Underlying is greater than or equal to its Downside Threshold and Coupon Barrier, the
Issuer will pay you on the Maturity Date $10.195 per Note, which is equal to your principal amount plus the Contingent Coupon
due on the Coupon Payment Date that is also the Maturity Date.
In addition, because the Closing Level of each Underlying was
greater than or equal to its Coupon Barrier on the first and second Observation Dates, the Issuer will pay the Contingent Coupon
of $0.195 on each of the first and second Coupon Payment Dates. However, because the Closing Level of at least one Underlying was
less than its Coupon Barrier on the third through thirty-ninth Observation Dates, the Issuer will not pay any Contingent Coupon
on the Coupon Payment Dates following those Observation Dates. Accordingly, the Issuer will have paid a total of $10.585 per Note
for a total return of 5.85% on the Notes.
Example 3 — Notes Are NOT Automatically Called and the
Final Underlying Level of Each Underlying Is At or Above Its Downside Threshold but the Final Underlying Level of At Least One
Underlying Is Below Its Coupon Barrier
Date
|
|
Closing Level
|
|
Payment (per Note)
|
First Observation Date
|
|
MXEF Index: 115.00
|
|
Closing Level of each Underlying at or above its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of each Underlying at or above its Coupon Barrier; Issuer pays Contingent Coupon of $0.195 on first Coupon Payment Date.
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RTY Index: 110.000
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Second Observation Date
|
|
MXEF Index: 80.00
|
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Closing Level of each Underlying below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of each Underlying at or above its Coupon Barrier; Issuer pays Contingent Coupon of $0.195 on second Coupon Payment Date.
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RTY Index: 75.000
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Third Observation Date
|
|
MXEF Index: 105.00
|
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Closing Level of RTY Index below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of RTY Index below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on third Coupon Payment Date.
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RTY Index: 60.000
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Fourth to Thirty-Ninth Observation Dates
|
|
Various (at least one Underlying below Coupon Barrier)
|
|
Closing Level of at least one Underlying below its Initial Underlying Level; Notes NOT automatically called. Closing Level of at least one Underlying below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on any of the fourth to thirty-ninth Coupon Payment Dates.
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Fortieth Observation Date (the Final Valuation Date)
|
|
MXEF Index: 110.00
|
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Closing Level of RTY Index below its Initial Underlying Level; Notes NOT automatically called. Final Underlying Level of each Underlying at or above its Downside Threshold; Final Underlying Level of RTY Index below its Coupon Barrier; Issuer repays principal on Maturity Date.
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RTY Index: 60.000
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Total Payments (per Note):
|
|
Payment at Maturity:
|
$10.00
|
|
|
Prior Contingent Coupons:
|
$0.39 ($0.195 × 2)
|
|
|
Total:
|
$10.39
|
|
|
Total Return:
|
3.90%
|
Because the Closing Level of at least one Underlying was less
than its Initial Underlying Level on each Observation Date on and after the fourth Observation Date (which is approximately one
year after the Trade Date and is the first Observation Date on which the Notes are callable), the Notes are not automatically called.
Because the Final Underlying Level of each Underlying is greater than or equal to its Downside Threshold and the Final Underlying
Level of at least one Underlying is less than its Coupon Barrier, the Issuer will pay you on the Maturity Date $10.00 per Note,
which is equal to your principal amount.
In addition, because the Closing Level of each Underlying was
greater than or equal to its Coupon Barrier on the first and second Observation Dates, the Issuer will pay the Contingent Coupon
of $0.195 on each of the first and second Coupon Payment Dates. However, because the Closing Level of at least one Underlying was
less than its Coupon Barrier on the third through thirty-ninth Observation Dates, the Issuer will not pay any Contingent Coupon
on the Coupon Payment Dates following those Observation Dates. Accordingly, the Issuer will have paid a total of $10.39 per Note
for a total return of 3.90% on the Notes.
Example 4 — Notes Are NOT Automatically Called and the
Final Underlying Level of At Least One Underlying Is Below Its Downside Threshold
Date
|
|
Closing Level
|
|
Payment (per Note)
|
First Observation Date
|
|
MXEF Index: 60.00
|
|
Closing Level of each Underlying below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of each Underlying below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on first Coupon Payment Date.
|
RTY Index: 65.000
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Second Observation Date
|
|
MXEF Index: 105.00
|
|
Closing Level of the RTY Index below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of RTY Index below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on second Coupon Payment Date.
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RTY Index: 65.000
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Third Observation Date
|
|
MXEF Index: 90.00
|
|
Closing Level of each Underlying below its Initial Underlying Level; Notes NOT automatically callable because Observation Date is prior to the fourth Observation Date. Closing Level of RTY Index below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on third Coupon Payment Date.
|
RTY Index: 65.000
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Fourth to Thirty-Ninth Observation Dates
|
|
Various (at least one Underlying below Coupon Barrier)
|
|
Closing Level of at least one Underlying below its Initial Underlying Level; Notes NOT automatically called. Closing Level of at least one Underlying below its Coupon Barrier; Issuer DOES NOT pay Contingent Coupon on any of the fourth to thirty-ninth Coupon Payment Dates.
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Fortieth Observation Date (the Final Valuation Date)
|
|
MXEF Index: 45.00
|
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Closing Level of MXEF Index below its Initial Underlying Level; Notes NOT automatically called. Closing Level of MXEF Index below its Coupon Barrier and Downside Threshold; Issuer DOES NOT pay Contingent Coupon on Maturity Date; Issuer repays less than the principal amount resulting in a percentage loss of principal equal to the decline of the Lesser Performing Underlying.
|
RTY Index: 110.000
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Total Payments (per Note):
|
|
Payment at Maturity:
|
$4.50
|
|
|
Prior Contingent Coupons:
|
$0.00
|
|
|
Total:
|
$4.50
|
|
|
Total Return:
|
-55.00%
|
|
|
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Because the Closing Level of at least one Underlying is less
than its Initial Underlying Level on each Observation Date on and after the fourth Observation Date (which is approximately one
year after the Trade Date and is the first Observation Date on which the Notes are callable), the Notes are not automatically called.
Because the Final Underlying Level of at least one Underlying is less than its Downside Threshold on the Final Valuation Date,
at maturity, the Issuer will pay you a total of $4.50 per Note, for a total return
of -55.00% on the Notes, calculated as follows:
$10 × (1 + Underlying Return of the
Lesser Performing Underlying)
Step 1: Calculate the Underlying Return of each Underlying:
Underlying Return of the MXEF Index:
Final Underlying Level – Initial Underlying Level
|
=
|
45.00 – 100.00
|
= -55.00%
|
Initial Underlying Level
|
100.00
|
Underlying Return of the RTY Index:
Final Underlying Level – Initial Underlying Level
|
=
|
110.000 – 100.000
|
= 10.00%
|
Initial Underlying Level
|
100.000
|
Step 2: Determine the Lesser Performing Underlying: The
MXEF Index is the Underlying with the lower Underlying Return.
Step 3: Calculate the Payment at Maturity:
$10 × (1 + Underlying Return of the
Lesser Performing Underlying) = $10 × (1 + -55.00%) = $4.50
In addition, because the Closing Level of at least one Underlying
is less than its Coupon Barrier on each Observation Date, the Issuer will not pay any Contingent Coupons over the term of the Notes.
What Are the Tax Consequences
of an Investment in the Notes?
|
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 with Associated Contingent Coupons” and, if you are a non-U.S. holder, “—Tax Consequences to Non-U.S.
Holders,” in the accompanying prospectus supplement.
In determining our reporting responsibilities, if any, we intend
to treat (i) the Notes for U.S. federal income tax purposes as prepaid forward contracts with associated contingent coupons and
(ii) any Contingent Coupons as ordinary income, as described in the section entitled “Material U.S. Federal Income Tax Consequences—Tax
Consequences to U.S. Holders—Notes Treated as Prepaid Forward or Derivative Contracts with Associated Contingent Coupons”
in the accompanying prospectus supplement. Our special tax counsel, Davis Polk & Wardwell LLP, has advised that it believes
this treatment to be reasonable, but that there are other reasonable treatments that the Internal Revenue Service (the “IRS”)
or a court may adopt.
Sale, Exchange or Redemption of a Note. Assuming the treatment
described above is respected, upon a sale or exchange of the Notes (including redemption upon an automatic call or 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 (assuming Contingent Coupons are properly treated
as ordinary income, consistent with the position referred to above). This gain or loss should be long-term capital gain or loss
if you hold the Notes for more than one year, whether or not you are an initial purchaser of the Notes at the issue price. The
deductibility of capital losses is subject to limitations. If you sell your Notes between the time your right to a Contingent Coupon
is fixed and the time it is paid, it is likely that you will be treated as receiving ordinary income equal to the Contingent Coupon.
Although uncertain, it is possible that proceeds received from the sale or exchange of your Notes prior to an Observation Date
but that can be attributed to an expected Contingent Coupon payment could be treated as ordinary income. You should consult your
tax advisor regarding this issue.
As noted above, there are other reasonable treatments that the
IRS or a court may adopt, in which case the timing and character of any income or loss on the Notes could be materially 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 and the relevance of factors such
as the nature of the underlying property to which the instruments are linked. 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 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.
Non-U.S. Holders. Insofar as we have responsibility as
a withholding agent, we do not currently intend to treat Contingent Coupon payments to non-U.S. holders (as defined in the accompanying
prospectus supplement) as subject to U.S. withholding tax. However, non-U.S. holders should in any event expect to be required
to provide appropriate Forms W-8 or other documentation in order to establish an exemption from backup withholding, as described
under the heading “—Information Reporting and Backup Withholding” in the accompanying prospectus supplement.
If any withholding is required, we will not be required to pay any additional amounts with respect to amounts withheld.
Treasury regulations under Section 871(m) generally impose a
withholding tax on certain “dividend equivalents” under certain “equity linked instruments.” A recent IRS
notice excludes from the scope of Section 871(m) instruments issued prior to January 1, 2021 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, we expect 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. If necessary, further information regarding the potential application of Section 871(m) will be provided in
the pricing supplement for the Notes. You should consult your tax advisor regarding the potential application of Section 871(m)
to the Notes.
MSCI Emerging
Markets Index
|
The MSCI Emerging Markets Index (the “MXEF Index”)
is a free float-adjusted market capitalization index that is designed to measure the equity market performance of global emerging
markets. For more information about the MXEF Index, see “Indices—The MSCI Indices” in the accompanying underlying
supplement.
Historical Information
The following graph sets forth the historical performance of
the MXEF Index from January 2, 2008 through November 8, 2019, based on the daily Closing Levels of the MXEF Index. The Closing
Level of the MXEF Index on November 8, 2019 was 1,064.85. The dotted lines represent a hypothetical Coupon Barrier and a hypothetical
Downside Threshold of 745.40 and 585.67, respectively, which are equal to 70.00% and 55.00%, respectively, of the Closing Level
of the MXEF Index on November 8, 2019. The actual Coupon Barrier and Downside Threshold for the MXEF Index will be determined on
the Trade Date and will be based on the Initial Underlying Level of the MXEF Index.
We obtained the Closing Levels of the MXEF Index from Bloomberg
Professional® service (“Bloomberg”),
without independent verification. Historical performance of the MXEF Index should not be taken as an indication of future performance.
Future performance of the MXEF Index may differ significantly from historical performance, and no assurance can be given as to
the Closing Level of the MXEF Index during the term of the Notes, including on any Observation Date. We cannot give you assurance
that the performance of the MXEF Index will not result in a loss of your principal amount.
PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS.
The Russell 2000® Index (the “RTY Index”)
measures the capitalization-weighted price performance of 2,000 small-capitalization stocks and is designed to track the performance
of the small-capitalization segment of the U.S. equity market. For more information about the RTY Index, see “Indices—The
Russell Indices” in the accompanying underlying supplement.
Historical Information
The following graph sets forth the historical performance of
the RTY Index from January 2, 2008 through November 8, 2019, based on the daily Closing Levels of the RTY Index. The Closing Level
of the RTY Index on November 8, 2019 was 1,598.864. The dotted lines represent a hypothetical Coupon Barrier and a hypothetical
Downside Threshold of 1,119.205 and 879.375, respectively, which are equal to 70.00% and 55.00%, respectively, of the Closing Level
of the RTY Index on November 8, 2019. The actual Coupon Barrier and Downside Threshold for the RTY Index will be determined on
the Trade Date and will be based on the Initial Underlying Level of the RTY Index.
We obtained the Closing Levels of the RTY Index from Bloomberg,
without independent verification. Historical performance of the RTY Index should not be taken as an indication of future performance.
Future performance of the RTY Index may differ significantly from historical performance, and no assurance can be given as to the
Closing Level of the RTY Index during the term of the Notes, including on any Observation Date. We cannot give you assurance that
the performance of the RTY Index will not result in a loss of your principal amount.
PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS.
Correlation
of the Underlyings
|
The following graph sets forth the historical performances of
the MSCI Emerging Markets Index and the Russell 2000® Index from January 2, 2008 through November 8, 2019, based
on the daily Closing Levels of the Underlyings. For comparison purposes, each Underlying has been normalized to have a Closing
Level of 100.00 on January 2, 2008 by dividing the Closing Level of that Underlying on each day by the Closing Level of that Underlying
on January 2, 2008 and multiplying by 100.00.
We obtained the Closing Levels used to determine the normalized
Closing Levels set forth below from Bloomberg, without independent verification. Historical performance of the Underlyings should
not be taken as an indication of future performance. Future performance of the Underlyings may differ significantly from historical
performance, and no assurance can be given as to the Closing Levels of the Underlyings during the term of the Notes, including
on any Observation Date. We cannot give you assurance that the performances of the Underlyings will not result in a loss of your
principal amount.
PAST PERFORMANCE AND CORRELATION OF
THE UNDERLYINGS ARE NOT INDICATIVE OF FUTURE PERFORMANCE OR CORRELATION.
The correlation of a pair of Underlyings represents a statistical
measurement of the degree to which the returns of those Underlyings were similar to each other over a given period in terms of
timing and direction. The correlation between a pair of Underlyings is scaled from 1.0 to -1.0, with 1.0 indicating perfect positive
correlation (i.e., the value of both Underlyings are increasing together or decreasing together and the ratio of their returns
has been constant), 0 indicating no correlation (i.e., there is no statistical relationship between the returns of that pair of
Underlyings) and -1.0 indicating perfect negative correlation (i.e., as the value of one Underlying increases, the value of the
other Underlying decreases and the ratio of their returns has been constant).
The closer the relationship of the returns of a pair of Underlyings
over a given period, the more positively correlated those Underlyings are. The graph above illustrates the historical performance
of each Underlying relative to each other over the time period shown and provides an indication of how close the relative performance
of each Underlying has historically been to the other Underlying. However, the graph does not provide a precise measurement of
the correlation of the Underlyings. Moreover, any historical correlation of the Underlyings is not indicative of the degree of
correlation of the Underlyings, if any, that will be experienced over the term of the Notes.
The lower (or more negative) the correlation between the Underlyings,
the less likely it is that the Underlyings will move in the same direction at the same time and, therefore, the greater the potential
for one of the Underlyings to close below its Coupon Barrier or Downside Threshold on any Observation Date or the Final Valuation
Date, respectively. This is because the less positively correlated the Underlyings are, the greater the likelihood that at least
one of the Underlyings will decrease in value. However, even if the Underlyings have a higher positive correlation, one or both
of the Underlyings might close below its Coupon Barrier or Downside Threshold on any Observation Date or the Final Valuation Date,
respectively, as both of the Underlyings may decrease in value together.
Although the correlation of the Underlyings’ performance
may change over the term of the Notes, the Contingent Coupon Rate is determined, in part, based on the correlation of the Underlyings’
performance calculated using our internal models at the time when the terms of the Notes are finalized. A higher Contingent Coupon
Rate is generally associated with lower correlation of the Underlyings, which reflects a greater potential for missed Contingent
Coupons and for a loss of principal at maturity. The correlation referenced in setting the terms of the Notes is calculated using
our internal models and is not derived from the returns of the Underlyings over the period set forth above. In addition, other
factors and inputs other than correlation may impact how the terms of the Notes are set and the performance of the Notes.