Subject to Completion
Preliminary Pricing Supplement
dated July 6, 2020
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Pricing Supplement dated July , 2020
(To the Prospectus dated August 1, 2019, the Prospectus Supplement
dated August 1, 2019 and the Prospectus Addendum dated May 11, 2020)
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-232144
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$●
Autocallable
Fixed Coupon Notes due July 20, 2023
Linked
to the Least Performing of the Common Stock of Apple Inc., the Common Stock of Amazon.com, Inc., the Class C Capital Stock
of Alphabet Inc. and the Common Stock of Netflix, Inc.
Global
Medium-Term Notes, Series A
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Unlike ordinary debt securities, the Notes do not guarantee
any return of principal at maturity. Subject to automatic redemption, the Notes provide a Fixed Coupon on each Coupon Payment Date.
Investors should be willing to forgo dividend payments and, if the Final Underlier Value of any Underlier is less than its Barrier
Value, be willing to lose a significant portion or all of their principal at maturity. Investors will be exposed to the market
risk of each Underlier and any decline in the value of one Underlier may negatively affect their return and will not be offset
or mitigated by a lesser decline or any potential increase in the values of the other Underliers.
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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Issuer:
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Barclays Bank PLC
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Denominations:
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Minimum denomination of $1,000, and integral multiples of $1,000 in excess thereof
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Initial Valuation Date:
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July 17, 2020
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Final Valuation Date:†
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July 17, 2023
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Issue Date:
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July 22, 2020
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Maturity Date:†
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July 20, 2023
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Reference Assets:*
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The common stock of Apple Inc. (the “AAPL Underlier”), the common stock of Amazon.com, Inc. (the “AMZN Underlier”), the Class C capital stock of Alphabet Inc. (the “GOOG Underlier”) and the common stock of Netflix, Inc. (the “NFLX Underlier”) (each, an “Underlier” and together, the “Underliers”), as set forth in the following table:
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Underliers
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Bloomberg Ticker
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Initial Underlier Value(1)*
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Barrier Value(2)*
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AAPL Underlier
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AAPL UW <Equity>
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$●
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$●
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|
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AMZN Underlier
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AMZN UW <Equity>
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$●
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$●
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|
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GOOG Underlier
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GOOG UW <Equity>
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$●
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$●
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|
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NFLX Underlier
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NFLX UW <Equity>
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$●
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$●
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(1) With respect to each Underlier, the Closing Value of that
Underlier on the Initial Valuation Date
(2) With respect to each Underlier, 60.00% of its Initial Underlier
Value (rounded to two decimal places)
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Automatic Redemption:
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The Notes will not be automatically redeemable for approximately the first six months after the Issue Date. If, on any Redemption Observation Date, the Closing Value of each Underlier is greater than or equal to its Initial Underlier Value, the Notes will be automatically redeemed and you will receive on the immediately following Coupon Payment Date a cash payment per $1,000 principal amount Note equal to $1,000 plus the Fixed Coupon otherwise due. No further amounts will be payable on the Notes after they have been automatically redeemed.
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Fixed Coupon:
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$7.9167 per $1,000 principal amount Note (based on a rate of
9.50% per annum or 0.79167% per month)
If the Notes have not been automatically redeemed,
you will receive a Fixed Coupon on each Coupon Payment Date.
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Payment at Maturity:
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If the Notes are not automatically redeemed, you will receive
on the Maturity Date a cash payment per $1,000 principal amount Note determined as follows:
§ If
the Final Underlier Value of the Least Performing Underlier is greater than or equal to its Barrier Value, you will
receive a payment of $1,000 per $1,000 principal amount Note plus the Fixed Coupon otherwise due
§ If
the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, you will receive an amount per
$1,000 principal amount Note calculated as follows:
$1,000 + ($1,000 × Underlier
Return of the Least Performing Underlier) plus the Fixed Coupon otherwise due
If the Notes are not automatically redeemed and the Final
Underlier Value of any Underlier is less than its Barrier Value, your Notes will be fully exposed to the decline of the Least Performing
Underlier from its Initial Underlier Value and you will lose some or all of your principal at maturity. Any payment on the Notes,
including any repayment of principal, is not guaranteed by any third party and is subject to (a) the creditworthiness of Barclays
Bank PLC and (b) the risk of exercise of any U.K. Bail-in Power (as described on page PS- 4 of this pricing supplement) by the
relevant U.K. resolution authority. See “Selected Risk Considerations” and “Consent to U.K. Bail-in Power”
in this pricing supplement and “Risk Factors” in the accompanying prospectus supplement.
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Consent to U.K. Bail-in Power:
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Notwithstanding any other agreements, arrangements or understandings between Barclays Bank PLC and any holder or beneficial owner of the Notes, by acquiring the Notes, each holder and beneficial owner of the Notes acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any U.K. Bail-in Power by the relevant U.K. resolution authority. See “Consent to U.K. Bail-in Power” on page PS-4 of this pricing supplement.
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(Terms of the Notes continue on the next
page)
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Initial
Issue Price(1)(2)
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Price
to Public
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Agent’s
Commission(3)
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Proceeds
to Barclays Bank PLC
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Per Note
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$1,000
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100%
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3.30%
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96.70%
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Total
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$●
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$●
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$●
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$●
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(1)
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Because dealers who purchase the Notes for sale to certain fee-based advisory accounts may forgo some or all selling concessions,
fees or commissions, the public offering price for investors purchasing the Notes in such fee-based advisory accounts may be between
$967.00 and $1,000 per Note. Investors that hold their Notes in fee-based advisory or trust accounts may be charged fees by the
investment advisor or manager of such account based on the amount of assets held in those accounts, including the Notes.
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(2)
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Our estimated value of the Notes on the Initial Valuation Date, based on our internal pricing models, is expected to be between
$878.20 and $918.20 per Note. The estimated value is expected to be less than the initial issue price of the Notes. See “Additional
Information Regarding Our Estimated Value of the Notes” on page PS-5 of this pricing supplement.
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(3)
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Barclays Capital Inc. will receive commissions from the Issuer of up to $33.00 per $1,000 principal amount Note. Barclays Capital
Inc. will use these commissions to pay variable selling concessions or fees (including custodial or clearing fees) to other dealers.
The actual commission received by Barclays Capital Inc. will be equal to the selling concession paid to such dealers.
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Investing in the Notes involves a number of risks.
See “Risk Factors” beginning on page S-7 of the prospectus supplement and beginning on page
PA-1 of the prospectus addendum and “Selected Risk Considerations” beginning on page PS-11 of this pricing
supplement.
The Notes will not be listed on any U.S. securities
exchange or quotation system. Neither the U.S. Securities and Exchange Commission (the “SEC”) nor any state
securities commission has approved or disapproved of these Notes or determined that this pricing supplement is truthful or complete.
Any representation to the contrary is a criminal offense.
The Notes constitute our unsecured and unsubordinated
obligations. The Notes are not deposit liabilities of Barclays Bank PLC and are not covered by the U.K. Financial
Services Compensation Scheme or insured by the U.S. Federal Deposit Insurance Corporation or any other governmental
agency or deposit insurance agency of the United States, the United Kingdom or any other jurisdiction.
(Terms of the Notes continued from previous page)
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Final Underlier Value:*
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With respect to each Underlier, the Closing Value of that Underlier on the Final Valuation Date
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Least Performing Underlier:
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The Underlier with the lowest Underlier Return
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Underlier Return:
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With respect to each Underlier, an amount calculated as follows:
Final Underlier Value –
Initial Underlier Value
Initial Underlier Value
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Coupon Reference Dates:†
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The 17th calendar day of each month during the term of the Notes, beginning in August 2020, provided that the final Coupon Reference Date will be the Final Valuation Date
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Coupon Payment Dates:†
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With respect to any Coupon Reference Date, the fifth business day after such Coupon Reference Date, provided that the Coupon Payment Date with respect to the Final Valuation Date will be the Maturity Date
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Redemption Observation Dates:†
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Each Coupon Reference Date scheduled to occur in January, April, July and October, from January 2021 to April 2023, inclusive
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Closing Value:*
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Closing Value has the meaning assigned to “closing price” set forth under “Reference Assets—Equity Securities—Special Calculation Provisions” in the prospectus supplement, rounded to two decimal places (if applicable).
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Calculation Agent:
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Barclays Bank PLC
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CUSIP / ISIN:
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06747Q7E1 / US06747Q7E12
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*
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In the case of certain corporate events related to an Underlier, the Calculation Agent may adjust any variable, including but
not limited to, that Underlier and the Initial Underlier Value, Final Underlier Value, Barrier Value and Closing Price of that
Underlier if the Calculation Agent determines that the event has a diluting or concentrative effect on the theoretical value of
the shares of that Underlier. The Calculation Agent may accelerate the Maturity Date upon the occurrence of certain reorganization
events and additional adjustment events. For more information, see “Reference Assets—Equity Securities—Share
Adjustments Relating to Securities with an Equity Security as a Reference Asset” in the accompanying prospectus supplement.
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†
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Each Coupon Reference Date, including each Redemption Observation Date, may be postponed if that Coupon Reference Date is not
a scheduled trading day with respect to any Underlier or if a market disruption event occurs with respect to any Underlier on that
Coupon Reference Date as described under “Reference Assets—Equity Securities—Market Disruption Events for Securities
with an Equity Security as a Reference Asset” and “Reference Assets—Least or Best Performing Reference Asset—Scheduled
Trading Days and Market Disruption Events for Securities Linked to the Reference Asset with the Lowest or Highest Return in a Group
of Two or More Equity Securities, Exchange-Traded Funds and/or Indices of Equity Securities” in the accompanying prospectus
supplement. In addition, the Maturity Date will be postponed if that day is not a business day or if the Final Valuation Date is
postponed as described under “Terms of the Notes—Payment Dates” in the accompanying prospectus supplement.
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ADDITIONAL DOCUMENTS RELATED TO THE OFFERING OF THE NOTES
You should read this pricing supplement together with the prospectus
dated August 1, 2019, as supplemented by the prospectus supplement dated August 1, 2019 relating to our Global Medium-Term Notes,
Series A, of which these Notes are a part and the prospectus addendum dated May 11, 2020. This pricing supplement, together with
the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well
as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation,
sample structures, brochures or other educational materials of ours. You should carefully consider, among other things, the matters
set forth under “Risk Factors” in the prospectus supplement and the prospectus addendum and “Selected Risk Considerations”
in this pricing supplement, as the Notes involve risks not associated with conventional debt securities. We urge you to consult
your investment, legal, tax, accounting and other advisors before you invest in the Notes.
You may access these documents on the SEC website at www.sec.gov
as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
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·
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Prospectus dated August 1, 2019:
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http://www.sec.gov/Archives/edgar/data/312070/000119312519210880/d756086d424b3.htm
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·
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Prospectus Supplement dated August 1, 2019:
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http://www.sec.gov/Archives/edgar/data/312070/000095010319010190/dp110493_424b2-prosupp.htm
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·
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Prospectus Addendum dated May 11, 2020:
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http://www.sec.gov/Archives/edgar/data/312070/000110465920059376/a20-19169_1424b3.htm
Our SEC file number is 1–10257.
As used in this pricing supplement, “we,” “us” and “our” refer to Barclays Bank PLC.
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 “Selected Risk Considerations—You May Lose Some or All of Your Investment If Any U.K.
Bail-in Power Is Exercised by the Relevant U.K. Resolution Authority” in this pricing supplement as well as “U.K. Bail-in
Power,” “Risk Factors—Risks Relating to the Securities Generally—Regulatory action in the event a bank
or investment firm in the Group is failing or likely to fail could materially adversely affect the value of the securities”
and “Risk Factors—Risks Relating to the Securities Generally—Under the terms of the securities, you have agreed
to be bound by the exercise of any U.K. Bail-in Power by the relevant U.K. resolution authority” in the accompanying prospectus
supplement.
ADDITIONAL INFORMATION REGARDING OUR ESTIMATED VALUE OF THE
NOTES
The final terms for the Notes will be determined on the date
the Notes are initially priced for sale to the public, which we refer to as the Initial Valuation Date, based on prevailing market
conditions on or prior to the Initial Valuation 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 Initial Valuation 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 Initial Valuation 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 Initial Valuation Date is not a prediction
of the price at which the Notes may trade in the secondary market, nor will it be the price at which Barclays Capital Inc. may
buy or sell the Notes in the secondary market. Subject to normal market and funding conditions, Barclays Capital Inc. or another
affiliate of ours intends to offer to purchase the Notes in the secondary market but it is not obligated to do so.
Assuming that all relevant factors remain constant after the
Initial Valuation Date, the price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market, if
any, and the value that we may initially use for customer account statements, if we provide any customer account statements at
all, may exceed our estimated value on the Initial Valuation Date for a temporary period expected to be approximately six months
after the Issue Date because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated
cost of hedging our obligations under the Notes and other costs in connection with the Notes 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 “Selected Risk Considerations”
beginning on page PS-11 of this pricing supplement.
You may revoke your offer to purchase the Notes at any time
prior to the Initial Valuation Date. We reserve the right to change the terms of, or reject any offer to purchase,
the Notes prior to the Initial Valuation 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.
Selected Purchase
Considerations
The Notes are not suitable
for all investors. The Notes may be a suitable investment for you if all of the following statements are true:
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·
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You understand and accept that you will not participate in any appreciation of any Underlier, which may be significant, and
that your return potential on the Notes is limited to the Fixed Coupons paid on the Notes.
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·
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You can tolerate a loss of a significant portion or all of your principal amount, and you are willing and able to make an investment
that may have the full downside market risk of an investment in the Least Performing Underlier.
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·
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You do not anticipate that the Closing Value of any Underlier will fall below its Barrier Value on the Final Valuation
Date.
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·
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You are willing and able to accept the individual market risk of each Underlier and understand that any decline in the value
of one Underlier will not be offset or mitigated by a lesser decline or any potential increase in the value of any other Underlier.
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·
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You understand and accept the risks that you will lose some or all of your principal at maturity if the Final Underlier Value
of any Underlier is less than its Barrier Value.
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·
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You understand and accept the risk that, if the Notes are not automatically redeemed, the payment at maturity, if any, will
be based solely on the Underlier Return of the Least Performing Underlier.
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·
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You understand and are willing and able to accept the risks associated with an investment linked to the performance of the
Underliers.
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·
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You understand and accept that you will not be entitled to receive dividends or distributions that may be paid to holders of
the Underliers, nor will you have any voting rights with respect to the Underliers.
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·
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You are willing and able to accept the risk that the Notes may be automatically redeemed and that you may not be able to reinvest
your money in an alternative investment with comparable risk and yield.
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·
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You can tolerate fluctuations in the price of the Notes that may be similar to or exceed the downside fluctuations in the value
of the Underliers.
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·
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You do not seek an investment for which there will be an active secondary market, and you are willing and able to hold the
Notes to maturity if the Notes are not automatically redeemed.
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·
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You are willing and able to assume our credit risk for all payments on the Notes.
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·
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You are willing and able to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.
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The Notes may not be
a suitable investment for you if any of the following statements are true:
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·
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You seek an investment that participates in the full appreciation of any or all of the Underliers rather than an investment
with a return that is limited to the Fixed Coupons paid on the Notes.
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·
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You seek an investment that provides for the full repayment of principal at maturity, and/or you are unwilling or unable to
accept the risk that you may lose some or all of the principal amount of your Notes in the event that the Final Underlier Value
of the Least Performing Underlier falls below its Barrier Value.
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·
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You anticipate that the Closing Value of at least one Underlier will decline during the term of the Notes such that
the Final Underlier Value of at least one Underlier will fall below its Barrier Value.
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·
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You are unwilling or unable to accept the individual market risk of each Underlier and/or do not understand that any decline
in the value of one Underlier will not be offset or mitigated by a lesser decline or any potential increase in the value of any
other Underlier.
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·
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You do not understand and/or are unwilling or unable to accept the risks associated with an investment linked to the performance
of the Underliers.
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·
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You are unwilling or unable to accept the risk that the negative performance of any Underlier may cause you to suffer
a loss of principal at maturity, regardless of the performance of any other Underlier.
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·
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You seek an investment that entitles you to dividends or distributions on, or voting rights related to, the Underliers.
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·
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You are unwilling or unable to accept the risk that the Notes may be automatically redeemed.
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·
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You cannot tolerate fluctuations in the price of the Notes that may be similar to or exceed the downside fluctuations in the
value of the Underliers.
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·
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You seek an investment for which there will be an active secondary market, and/or you are unwilling or unable to hold the Notes
to maturity if the Notes are not automatically redeemed.
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·
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You prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable
maturities and credit ratings.
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·
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You are unwilling or unable to assume our credit risk for all payments on the Notes.
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·
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You are unwilling or unable to consent to the exercise of any U.K. Bail-in Power by any relevant U.K. resolution authority.
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You must rely on your own evaluation of the merits of
an investment in the Notes. You should reach a decision whether to invest in the Notes after
carefully considering, with your advisors, the suitability of the Notes in light of your investment objectives and the specific
information set out in this pricing supplement, the prospectus, the prospectus supplement and the prospectus addendum. Neither
the Issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the Notes for investment.
HYPOTHETICAL EXAMPLES
OF AMOUNTS PAYABLE upon an automatic REDEMPTION
The following examples demonstrate the hypothetical total return
upon an automatic redemption under various circumstances. The examples set forth below are purely hypothetical and are provided
for illustrative purposes only. The numbers appearing in the following tables and examples have been rounded for ease of analysis.
The hypothetical examples below do not take into account any tax consequences from investing in the Notes and make the following
key assumption:
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§
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Hypothetical Initial Underlier Value of each Underlier: $100.00*
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*
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The hypothetical Initial Underlier Value of $100.00 for each Underlier has been chosen for illustrative purposes
only and does not represent likely actual Initial Underlier Values for the Underliers. The actual Initial Underlier Value for each
Underlier will be equal to its Closing Value on the Initial Valuation Date.
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For information regarding recent values of the Underliers, please
see “Information Regarding the Underliers” in this pricing supplement.
Example 1: The Notes are automatically redeemed on the first
Redemption Observation Date.
|
Redemption Observation Date
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Underlier
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Closing Value on Redemption Observation Date
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Are the Notes Automatically Redeemed?
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Payment upon Automatic Redemption
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1
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AAPL Underlier
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$140.00
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Yes
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$1,007.9167
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|
AMZN Underlier
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$135.00
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GOOG Underlier
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$120.00
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NFLX Underlier
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$130.00
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Because the Closing Value of each Underlier on the first Redemption
Observation Date (which is six months after the Issue Date) is greater than its Initial Underlier Value, the Notes are automatically
redeemed on the immediately following Coupon Payment Date. You will receive on the relevant Coupon Payment Date a cash payment
of $1,007.9167 per $1,000 principal amount Note, which is equal to your principal amount plus the Fixed Coupon otherwise
due. No further amounts will be payable on the Notes after they have been automatically redeemed.
Example 2: The Notes are automatically redeemed on the tenth
Redemption Observation Date.
|
Redemption Observation Date
|
Underlier
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Closing Value on Redemption Observation Date
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Are the Notes Automatically Redeemed?
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Payment upon Automatic Redemption
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1
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AAPL Underlier
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$80.00
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No
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N/A
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AMZN Underlier
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$115.00
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GOOG Underlier
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$95.00
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NFLX Underlier
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$100.00
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2-9
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AAPL Underlier
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Various (at least one Underlier below Initial Underlier Value)
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No
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N/A
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AMZN Underlier
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GOOG Underlier
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NFLX Underlier
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10
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AAPL Underlier
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$105.00
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Yes
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$1,007.9167
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AMZN Underlier
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$120.00
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GOOG Underlier
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$115.00
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NFLX Underlier
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$130.00
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Because the Closing Value of each Underlier on the tenth Redemption
Observation Date is greater than its Initial Underlier Value, the Notes are automatically redeemed on the immediately following
Coupon Payment Date. You will receive on the relevant Coupon Payment Date a cash payment of $1,007.9167 per $1,000 principal amount
Note, which is equal to your principal amount plus the Fixed Coupon otherwise due. No further amounts will be payable on
the Notes after they have been automatically redeemed.
If the Closing Value of any Underlier is below its Initial
Underlier Value on each Redemption Observation Date, the Notes will not be automatically called and you may lose some or all of
your principal at maturity. See “Hypothetical Examples of Amounts Payable at Maturity” below.
Hypothetical EXAMPLES
OF AMOUNTS PAYABLE at Maturity
The following table illustrates
the hypothetical payment at maturity under various circumstances. The examples set forth below are purely hypothetical and are
provided for illustrative purposes only. The numbers appearing in the following table and examples have been rounded for ease of
analysis. The hypothetical examples below do not take into account any tax consequences from investing in the Notes and make the
following key assumptions:
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§
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Hypothetical Initial Underlier Value of each Underlier: $100.00*
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§
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Hypothetical Barrier Value for each Underlier: $60.00 (60.00% of the hypothetical Initial Underlier Value set forth
above)*
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§
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You hold the Notes to maturity, and the Notes are NOT automatically redeemed.
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*
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The hypothetical Initial Underlier Value
of $100.00 and the hypothetical Barrier Value of $60.00 for each Underlier have
been chosen for illustrative purposes only and do not represent likely actual Initial Underlier Values or Barrier Values for the
Underliers. The actual Initial Underlier Value for each Underlier will be equal to its Closing Value on the Initial Valuation Date,
and the actual Barrier Value for each Underlier will each be equal to 60.00% of its Initial Underlier Value.
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For information regarding recent values of the Underliers, please
see “Information Regarding the Underliers” in this pricing supplement.
Final Underlier Value of
the Least Performing Underlier
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Underlier Return of
the Least Performing Underlier
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Payment at Maturity**
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$150.00
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50.00%
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$1,000.00
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$140.00
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40.00%
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$1,000.00
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$130.00
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30.00%
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$1,000.00
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$120.00
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20.00%
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$1,000.00
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$110.00
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10.00%
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$1,000.00
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$100.00
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0.00%
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$1,000.00
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$90.00
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-10.00%
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$1,000.00
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$80.00
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-20.00%
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$1,000.00
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$70.00
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-30.00%
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$1,000.00
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$60.00
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-40.00%
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$1,000.00
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$59.99
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-40.01%
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$599.90
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$50.00
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-50.00%
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$500.00
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$40.00
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-60.00%
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$400.00
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$30.00
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-70.00%
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$300.00
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$20.00
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-80.00%
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$200.00
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$10.00
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-90.00%
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$100.00
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$0.00
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-100.00%
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$0.00
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** per $1,000 principal
amount Note, excluding the final Fixed Coupon payable on the Maturity Date
The following examples illustrate how the payments at maturity
set forth in the table above are calculated:
Example 1: The Final Underlier Value of the AAPL Underlier
is $150.00, the Final Underlier Value of the AMZN Underlier is $130.00, the Final Underlier Value of the GOOG Underlier is $140.00
and the Final Underlier Value of the NFLX Underlier is $160.00.
Because the AMZN Underlier has the lowest Underlier Return,
the AMZN Underlier is the Least Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is greater
than or equal to its Barrier Value, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you
hold (plus the Fixed Coupon otherwise due).
Example 1 demonstrates that you will not participate in any
appreciation in the value of any Underlier. Even though each Underlier appreciated significantly, the payment at maturity is limited
to $1,000 per $1,000 principal amount Note that you hold (plus the Fixed Coupon otherwise due).
Example 2: The Final Underlier Value of the AAPL Underlier
is $65.00, the Final Underlier Value of the AMZN Underlier is $140.00, the Final Underlier Value of the GOOG Underlier is $95.00
and the Final Underlier Value of the NFLX Underlier is $90.00.
Because the AAPL Underlier has the lowest Underlier Return,
the AAPL Underlier is the Least Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is greater
than or equal to its Barrier Value, you will receive a payment at maturity of $1,000 per $1,000 principal amount Note that you
hold (plus the Fixed Coupon otherwise due).
Example 3: The Final Underlier Value of the AAPL Underlier
is $80.00, the Final Underlier Value of the AMZN Underlier is $70.00, the Final Underlier Value of the GOOG Underlier is $40.00
and the Final Underlier Value of the NFLX Underlier is $150.00.
Because the GOOG Underlier has the lowest Underlier Return,
the GOOG Underlier is the Least Performing Underlier. Because the Final Underlier Value of the Least Performing Underlier is less
than its Barrier Value, you will receive a payment at maturity of $400.00 per $1,000 principal amount Note that you hold (plus
the Fixed Coupon otherwise due), calculated as follows:
$1,000 + ($1,000 × Underlier Return
of the Least Performing Underlier) plus the Fixed Coupon otherwise due
$1,000 + ($1,000 ×-60.00%) = $400.00
plus the Fixed Coupon otherwise due
Example 3 demonstrates that, if the Notes are not automatically
redeemed, and if the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, your investment in
the Notes will be fully exposed to the decline of the Least Performing Underlier from its Initial Underlier Value. You will not
benefit in any way from the Underlier Return of any other Underlier being higher than the Underlier Return of the Least Performing
Underlier.
If the Notes are not automatically redeemed,
you may lose up to 100.00% of the principal amount of your Notes. Any payment on the Notes, including the repayment of
principal, is subject to the credit risk of Barclays Bank PLC.
Selected
Risk Considerations
An investment in the Notes involves significant risks. Investing
in the Notes is not equivalent to investing directly in the Underliers. 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” sections of the prospectus supplement and the prospectus addendum. You should not purchase the Notes unless you
understand and can bear the risks of investing in the Notes.
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Your Investment in the Notes May Result in a Significant Loss—The Notes differ from ordinary debt securities in
that the Issuer will not necessarily repay the full principal amount of the Notes at maturity. If the Notes are not automatically
redeemed, and if the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, your Notes will be
fully exposed to the decline of the Least Performing Underlier from its Initial Underlier Value. You may lose up to 100.00%
of the principal amount of your Notes.
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Your Potential Return on the Notes Is Limited to the Fixed Coupons, and You Will Not Participate in Any Appreciation of
Any Underlier—The potential positive return on the Notes is limited to the Fixed Coupons payable during the term of the
Notes. You will not participate in any appreciation in the value of any Underlier, which may be significant, even though you will
be exposed to the depreciation in the value of the Least Performing Underlier if the Notes are not automatically redeemed and the
Final Underlier Value of the Least Performing Underlier is less than its Barrier Value.
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Because the Notes Are Linked to the Least Performing Underlier, You Are Exposed to Greater Risks of Sustaining a Significant
Loss of Principal at Maturity Than if the Notes Were Linked to a Single Underlier—The risk that you will 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 Underlier. With multiple Underliers, it is more likely that the
Closing Value of at least one Underlier will be less than its Barrier Value on the Final Valuation Date, and therefore, it is more
likely that you will suffer a significant loss of principal at maturity. Further, the performance of the Underliers may not be
correlated or may be negatively correlated. The lower the correlation between multiple Underliers, the greater the potential for
one of those Underliers to close below its Barrier Value on the Final Valuation Date.
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It is impossible to predict what
the correlation among the Underliers will be over the term of the Notes. The Underliers represent different equity markets. These
different equity markets may not perform similarly over the term of the Notes.
Although the correlation of the
Underliers’ performance may change over the term of the Notes, the Fixed Coupon rate is determined, in part, based on the
correlation of the Underliers’ performance calculated using our internal models at the time when the terms of the Notes are
finalized. A higher Fixed Coupon is generally associated with lower correlation of the Underliers, which reflects a greater potential
for a loss of principal at maturity.
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You Are Exposed to the Market Risk of Each Underlier—Your return on the Notes is not linked to a basket consisting
of the Underliers. Rather, it will be contingent upon the independent performance of each Underlier. 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 Underlier. Poor performance by any Underlier 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 value of the other Underliers.
If the Notes have not been automatically redeemed, and if the Final Underlier Value of any Underlier is less than its Barrier Value,
you will be exposed to the full decline in the Least Performing Underlier from its Initial Underlier Value. Accordingly, your investment
is subject to the market risk of each Underlier.
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The Notes Are Subject to Volatility Risk—Volatility is a measure of the degree of variation in the price of an
asset (or level of an index) over a period of time. The Fixed Coupon is based on a number
of factors, including the expected volatility of the Underliers. The Fixed Coupon will be paid at a per annum rate that is higher
than the fixed rate that we would pay on a conventional debt security of the same tenor and is higher than it otherwise would have
been had the expected volatility of the Underliers been lower. As volatility of an Underlier increases, there will typically be
a greater likelihood that the Final Underlier Value of that Underlier will be less than its Barrier Value.
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Accordingly, you should understand
that a higher Fixed Coupon reflects, among other things, an indication of a greater likelihood that you will incur a loss of principal
at maturity than would have been the case had the Fixed Coupon been lower. In addition, actual volatility over the term of the
Notes may be significantly higher than expected volatility at the time the terms of the Notes were determined. If actual volatility
is higher than expected, you will face an even greater risk that you will lose some or all of your principal at maturity for the
reasons described above.
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Automatic Redemption and Reinvestment Risk—If the Notes are automatically redeemed, the holding period over which
you may receive Fixed Coupons could be as short as approximately six months. The payment upon an automatic redemption, together
with any Fixed Coupons that you may have received on prior Coupon Payment Dates, may be less than the aggregate amount of payments
that you would have received had the Notes not been automatically redeemed. 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 redeemed prior to the Maturity Date. No additional payments will be due after an automatic redemption. The automatic
redemption feature of the Notes may also adversely impact your ability to sell your Notes and the price at which they may be sold.
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If the Notes Are Not Automatically Redeemed, the Payment at Maturity, If Any, Is Based Solely on the Closing Value
of the Least Performing Underlier on the Final Valuation Date—If the Notes are not automatically redeemed, the Final
Underlier Values (and resulting Underlier Returns) will be based solely on the Closing Values of the Underliers on the Final Valuation
Date, and your payment at maturity, if any, will be determined based solely on the performance of the Least Performing
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Underlier. Accordingly, if the
value of the Least Performing Underlier drops on the Final Valuation Date, the payment at maturity on the Notes, if any, may be
significantly less than it would have been had it been linked to the value of the Underlier at any time prior to such drop. If
the Final Underlier Value of the Least Performing Underlier is less than its Barrier Value, you will lose some or all of the principal
amount of your Notes. Your losses will not be offset in any way by virtue of the Underlier Return of any other Underlier being
higher than the Underlier Return of the Least Performing Underlier.
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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 may not receive any amounts 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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Contingent Repayment of the Principal Amount Applies Only at Maturity or upon Any Automatic Redemption—You should
be willing to hold your Notes to maturity or any automatic redemption. Although the Notes provide for the contingent repayment
of the principal amount of your Notes at maturity, provided the Final Underlier Value of the Least Performing Underlier
is greater than or equal to its Barrier Value, or upon any automatic redemption, if you sell your Notes prior to such time in the
secondary market, if any, you may have to sell your Notes at a price that is less than the principal amount even if at that time
the value of each Underlier has increased from its Initial Underlier Value. See “Many Economic and Market Factors Will Impact
the Value of the Notes” below.
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Owning the Notes Is Not the Same as Owning the Underliers—The return on the Notes may not reflect the return you
would realize if you actually owned Underliers. 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 Underliers would have.
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There Are Risks Associated with Single Equities—The price of each Underlier can rise or fall sharply due to factors
specific to that Underlier and its issuer, such as stock price volatility, earnings, financial conditions, corporate, industry
and regulatory developments, management changes and decisions and other events, as well as general market factors, such as general
stock market volatility and levels, interest rates and economic and political conditions. We urge you to review financial and other
information filed periodically with the SEC by the issuer of each Underlier.
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Anti-Dilution Protection is Limited, and the Calculation Agent Has Discretion to Make Anti-Dilution Adjustments—The
Calculation Agent may in its sole discretion make adjustments affecting the amounts payable on the Notes upon the occurrence of
certain corporate events (such as stock splits or extraordinary or special dividends) that the Calculation Agent determines have
a diluting or concentrative effect on the theoretical value of an Underlier. However, the Calculation Agent might not make such
adjustments in response to all events that could affect an Underlier. The occurrence of any such event and any adjustment made
by the Calculation Agent (or a determination by the Calculation Agent not to make any adjustment) may adversely affect the market
price of, and any amounts payable on, the Notes. See “Reference Assets—Equity Securities—Share Adjustments Relating
to Securities with an Equity Security as a Reference Asset” in the accompanying prospectus supplement.
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Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated—Upon
the occurrence of certain reorganization events or a nationalization, expropriation, liquidation, bankruptcy, insolvency or de-listing
of an Underlier, the Calculation Agent will make adjustments to that Underlier that may result in payments on the Notes being based
on the performance of shares, cash or other assets distributed to holders of that Underlier upon the occurrence of such event or,
in some cases, the Calculation Agent may accelerate the Maturity Date for a payment determined by the Calculation Agent. Any of
these actions could adversely affect the value of the relevant Underlier and, consequently, the value of the Notes. Any amount
payable upon acceleration could be significantly less than the amount(s) that would be due on the Notes if they were
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not accelerated. See “Reference
Assets—Equity Securities—Share Adjustments Relating to Securities with an Equity Security as a Reference Asset”
in the accompanying prospectus supplement.
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Historical Performance of the Underliers Should Not Be Taken as Any Indication of the Future Performance of the Underliers
Over the Term of the Notes—The value of each Underlier has fluctuated in the past and may, in the future, experience
significant fluctuations. The historical performance of an Underlier is not an indication of the future performance of that Underlier
over the term of the Notes. The historical correlation between the Underliers is not an indication of the future correlation between
them over the term of the Notes. Therefore, the performance of the Underliers individually or in comparison to each other over
the term of the Notes may bear no relation or resemblance to the historical performance of any Underlier.
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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 Initial Valuation 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
which we may incur in hedging our obligations under the Notes, and estimated development and other costs which we may incur in
connection with the Notes.
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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 Initial Valuation Date is based on a number of
variables, including our internal funding rates. Our internal funding rates may vary from the levels at which our benchmark debt
securities trade in the secondary market. As a result of this difference, the estimated 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.
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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 Initial
Valuation Date is based on our internal pricing models, which take into account a number of variables and are based on a number
of subjective assumptions, which may or may not materialize. These variables and assumptions are not evaluated or verified on an
independent basis. Further, our pricing models may be different from other financial institutions’ pricing models and the
methodologies used by us to estimate the value of the Notes may not be consistent with those of other financial institutions which
may be purchasers or sellers of Notes in the secondary market. As a result, the secondary market price of your Notes may be materially
different from the estimated value of the Notes determined by reference to our internal pricing models.
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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 Initial Valuation Date, the price at
which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market (if Barclays Capital Inc. makes a market
in the Notes, which it is not obligated to do) and the value that we may initially use for customer account statements, if we provide
any customer account statements at all, may exceed our estimated value of the Notes on the Initial Valuation Date, as well as the
secondary market value of the Notes, for a temporary period after the initial Issue Date of the Notes. The price at which Barclays
Capital Inc. may initially buy or sell the Notes in the secondary market and the value that we may initially use for customer account
statements may not be indicative of future prices of your Notes.
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We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect the Notes in
Various Ways and Create Conflicts of Interest—We and our affiliates play a variety of roles in connection with the issuance
of the Notes, as described below. In performing these roles, our and our affiliates’ economic interests are potentially adverse
to your interests as an investor in the Notes.
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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 Underliers.
In any such market making, trading
and hedging activity, and other financial services, we or our affiliates may take positions or take actions that are inconsistent
with, or adverse to, the investment objectives of the holders of the Notes. We and our affiliates have no obligation to take the
needs of any buyer, seller or holder of the Notes into account in conducting these activities. Such market making, trading and
hedging activity, investment banking and other financial services may negatively impact the value of the Notes.
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
Underliers 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 Underlier is to be determined; determining whether to adjust any variable described herein in the case
of certain corporate events related to an Underlier that the Calculation Agent determines have a diluting or concentrative effect
on the theoretical value of the shares of that Underlier; and determining whether to accelerate the maturity date upon the occurrence
of certain reorganization events and additional adjustment events. 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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Lack of Liquidity—The Notes will not be listed on any securities exchange. Barclays Capital Inc. and other affiliates
of Barclays Bank PLC intend to make a secondary market for the Notes but are not required to do so, and may discontinue any such
secondary market making at any time, without notice. Barclays Capital Inc. may at any time hold unsold inventory, which may inhibit
the development of a secondary market for the Notes. Even if there is a secondary market, it may not provide enough liquidity to
allow you to trade or sell the Notes easily. Because other dealers are not likely to make a secondary market for the Notes, the
price at which you may be able to trade your Notes is likely to depend on the price, if any, at which Barclays Capital Inc. and
other affiliates of Barclays Bank PLC are willing to buy the Notes. The Notes are not designed to be short-term trading instruments.
Accordingly, you should be able and willing to hold your Notes to maturity.
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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 “Tax Considerations” below.
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Many Economic and Market Factors Will Impact the Value of the Notes—The value of the Notes will be affected by
a number of economic and market factors that interact in complex and unpredictable ways and that may either offset or magnify each
other, including:
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the market prices of, dividend rate on and expected volatility of the Underliers;
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correlation (or lack of correlation) of the Underliers;
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the time to maturity of the Notes;
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interest and yield rates in the market generally;
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a variety of economic, financial, political, regulatory or judicial events;
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supply and demand for the Notes; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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Information Regarding
the UNDERLIERS
We urge you to read the following section in the accompanying
prospectus supplement: “Reference Assets—Equity Securities—Reference Asset Issuer and Reference Asset Information.”
Companies with securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are
required to file financial and other information specified by the SEC periodically. Information provided to or filed with the SEC
by the issuer of each Underlier can be located on a website maintained by the SEC at http://www.sec.gov by reference to that issuer’s
SEC file number provided below.
Included below is a brief description of the issuer of each
Underlier. This information has been obtained from publicly available sources. Information from outside sources is not incorporated
by reference in, and should not be considered part of, this pricing supplement or the accompanying prospectus or prospectus supplement.
We have not independently verified the accuracy or completeness of the information contained in outside sources.
Apple Inc.
According to publicly available information, Apple Inc. designs,
manufactures and markets smartphones, personal computers, tablets, wearables and accessories, and sells a variety of related services.
Information filed by Apple Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-36743.
The AAPL Underlier is listed on The Nasdaq Stock Market under the ticker symbol “AAPL.”
Historical Performance of the AAPL Underlier
The graph below sets forth the historical performance of the
AAPL Underlier based on the daily Closing Values from January 2, 2015 through July 1, 2020. We obtained the Closing Values shown
in the graph below from Bloomberg Professional® service (“Bloomberg”). We have not independently verified
the accuracy or completeness of the information obtained from Bloomberg. The Closing Values below may have been adjusted to
reflect certain corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends,
delistings and bankruptcy.
Historical Performance of the Common
Stock of Apple Inc.
PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS
Amazon.com, Inc.
According to publicly available information, Amazon.com, Inc.
serves consumers through retail websites, offers programs that enable sellers to sell their products, serves developers and enterprises
with compute, storage, database and other service offerings and serves authors and independent publishers with Kindle Direct Publishing.
Information filed by Amazon.com, Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 000-22513.
The AMZN Underlier is listed on The Nasdaq Stock Market under the ticker symbol “AMZN.”
Historical Performance of the AMZN Underlier
The graph below sets forth the historical performance of the
AMZN Underlier based on the daily Closing Values from January 2, 2015 through July 1, 2020. We obtained the Closing Values shown
in the graph below from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained
from Bloomberg. The Closing Values below may have been adjusted to reflect certain corporate actions, such as stock splits,
public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings and bankruptcy.
Historical Performance of the Common
Stock of Amazon.com, Inc.
PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS
Alphabet Inc.
According to publicly available information, Alphabet Inc. is
a holding company that, through its subsidiaries (which include Google Inc.), provides web-based search, advertisements, maps,
software applications, mobile operating systems, consumer content, enterprise solutions, commerce and hardware products. Alphabet
Inc. became the successor SEC registrant to, and parent holding company of, Google Inc. on October 2, 2015, in connection with
a holding company reorganization. The GOOG Underlier began trading on The Nasdaq Stock Market on October 5, 2015 under the ticker
symbol “GOOG,” the same symbol under which Google Inc.’s Class C capital stock previously traded. Information
filed by Alphabet Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-37580. The GOOG
Underlier is listed on The Nasdaq Stock Market under the ticker symbol “GOOG.”
Historical Performance of the Class C Capital Stock of Google
Inc. and the GOOG Underlier
The graph below sets forth the historical performance of the
Class C capital stock of Google Inc. and the GOOG Underlier based on the daily Closing Values from January 2, 2015 through July
1, 2020. We obtained the Closing Values shown in the graph below from Bloomberg. We have not independently verified the accuracy
or completeness of the information obtained from Bloomberg. The Closing Values below may have been adjusted to reflect certain
corporate actions, such as stock splits, public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings
and bankruptcy.
Historical Performance of the Class C
Capital Stock of Google Inc. and the Class C Capital Stock of Alphabet Inc.*
* The vertical red line in the graph indicates October 5, 2015.
In the graph, the performance to the left of the vertical red line reflects the Class C capital stock of Google Inc. and the performance
to the right of the vertical red line reflects the performance of the GOOG Underlier.
PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS
Netflix, Inc.
According to publicly available information, Netflix, Inc. is
an internet entertainment service that offers the viewing of TV series, documentaries and feature films on internet-connected screens.
Information filed by Netflix, Inc. with the SEC under the Exchange Act can be located by reference to its SEC file number: 001-35727.
The NFLX Underlier is listed on The Nasdaq Stock Market under the ticker symbol “NFLX.”
Historical Performance of the NFLX Underlier
The graph below sets forth the historical performance of the
NFLX Underlier based on the daily Closing Values from January 2, 2015 through July 1, 2020. We obtained the Closing Values shown
in the graph below from Bloomberg. We have not independently verified the accuracy or completeness of the information obtained
from Bloomberg. The Closing Values below may have been adjusted to reflect certain corporate actions, such as stock splits,
public offerings, mergers and acquisitions, spin-offs, extraordinary dividends, delistings and bankruptcy.
Historical Performance of the Common
Stock of Netflix, Inc.
PAST PERFORMANCE IS NOT INDICATIVE
OF FUTURE RESULTS
Tax Considerations
You should review carefully the sections
in the accompanying prospectus supplement entitled “Material U.S. Federal Income Tax Consequences—Tax Consequences
to U.S. Holders—Notes Treated as Put Options and Deposits” and, if you are a non-U.S. holder, “—Tax Consequences
to Non-U.S. Holders.” The following discussion, when read in combination with those sections, constitutes the full opinion
of our special tax counsel regarding the material U.S. federal income tax consequences of owning and disposing of the Notes.
Due to the lack of direct legal authority,
there is substantial uncertainty regarding the U.S. federal income tax consequences of an investment in the Notes. Our special
tax counsel, Davis Polk & Wardwell LLP, believes that it is reasonable to treat a Note for U.S. federal income tax purposes
as a put option (the “Put Option”) written by you to us with respect to the Reference Assets, secured by a cash deposit
equal to the initial issue price of the Note (the “Deposit”), which will have an annual yield based on our cost of
borrowing, as shown below. If this treatment is respected, only a portion of each coupon payment will be attributable to interest
on the Deposit; the remainder will represent premium attributable to your grant of the Put Option (“Put Premium”).
By purchasing the Notes, you agree to treat the Notes for U.S. federal income tax purposes consistently with the treatment and
allocation as described above. We will follow this approach in determining our information reporting responsibilities, if any.
The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.
Assuming the treatment and allocation described
above are respected, interest on the Deposit will be taxed as ordinary income, while the Put Premium will not be taken into account
prior to the taxable disposition of the Notes (including redemption upon an automatic call or at maturity). Assuming that you are
an initial purchaser of Notes purchasing the Notes at the initial issue price for cash, (i) if your Notes are called or held to
maturity and the Put Option expires unexercised (i.e., you receive a cash payment—not including the final coupon payment—at
maturity equal to the amount of the Deposit), you will recognize short-term capital gain in an amount equal to the total Put Premium
received, and (ii) if, instead, the Put Option is deemed to be exercised at maturity (i.e., you receive a cash payment at maturity—not
including the final coupon payment—that is less than the amount of the Deposit), you will recognize short-term capital gain
or loss in an amount equal to the difference between (x) the total Put Premium received and (y) the cash settlement value of the
Put Option (i.e., the amount of the Deposit minus the cash you receive at maturity, not including the final coupon payment).
There are, however, other reasonable treatments
that the Internal Revenue Service (the “IRS”) or a court may adopt for the Notes, in which case the timing and character
of your income or loss could be materially and adversely affected. In addition, in 2007 the U.S. Treasury Department and the IRS
released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar
instruments. The notice focuses on a number of issues, the most relevant of which for investors in the Notes are the character
of income or loss (including whether the Put Premium might be currently included as ordinary income) and the degree, if any, to
which income realized by non-U.S. investors should be subject to withholding tax. While it is not clear whether the Notes would
be viewed as similar to the typical prepaid forward contract described in the notice, it is possible that any Treasury regulations
or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of
an investment in the Notes, possibly with retroactive effect. You should consult your tax advisor regarding all aspects of the
U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments and the issues presented
by this notice. Purchasers who are not initial purchasers of Notes at the initial issue price should also consult their tax advisors
with respect to the tax consequences of an investment in the Notes, including possible alternative treatments, as well as the allocation
of the purchase price of the Notes between the Deposit and the Put Option.
The discussions above and in the accompanying
prospectus supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section 451(b).
Treasury regulations under Section 871(m)
generally impose a withholding tax on certain “dividend equivalents” under certain “equity linked instruments.”
A recent IRS notice excludes from the scope of Section 871(m) instruments issued prior to January 1, 2023 that do not have a “delta
of one” with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each
an “Underlying Security”). Based on our determination that the Notes do not have a “delta of one” within
the meaning of the regulations, we expect that these regulations will 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.
Consistent with the position described
above, below are the portions of each coupon payment that we intend, in determining our reporting responsibilities (if any), to
treat as attributable to interest on the Deposit and to Put Premium:
|
Coupon Payment rate per Annum
|
Interest on Deposit
per Annum
|
Put Premium
per Annum
|
|
9.50%
|
0.94%
|
8.56%
|