Barclays PLC — Capital/Financing Update 2018

Aug 20, 2018

20 AUGUST 2018

PROSPECTUS SUPPLEMENT

SUPPLEMENT 1/2018

BARCLAYS BANK PLC (Incorporated with limited liability in England and Wales)

Pursuant to the Global Structured Securities Programme

______________________________________________________________

This prospectus supplement dated 20 August 2018 (the "Prospectus Supplement") is supplemental to, and must be read in conjunction with, GSSP Base Prospectus 5 dated 14 June 2018 ("Base Prospectus 5") as prepared by Barclays Bank PLC in its capacity as issuer (the "Issuer") in respect of its Global Structured Securities Programme (the "Programme"). This Prospectus Supplement constitutes a base prospectus supplement in respect of Base Prospectus 5 for the purposes of Directive 2003/71/EC (and amendments thereto) and Section 87G of the UK Financial Services and Markets Act 2000 ("FSMA").

Terms defined in Base Prospectus 5 shall, unless the context otherwise requires, have the same meanings when used in this Prospectus Supplement.

The purpose of this Prospectus Supplement is to update and amend (i) certain information in each of the "Summary", "Information Incorporated by Reference" and "General Information" sections in Base Prospectus 5 following the release of the 2018 Interim Results Announcement and the publication of Supplement 3/2018 and Supplement 4/2018 (each as defined in the section "Information Incorporated by Reference" below), (ii) the definition of "Business Day" in the "Terms and Conditions of the Securities" section in Base Prospectus 5 and (iii) amend certain information in relation to the credit rating agencies in the "Important Legal Information" section, as set out below.

A) SUMMARY

The section entitled "Summary" on pages 10 to 26 of Base Prospectus 5 shall be amended by:

• (i) deleting the information appearing in Element B.8 on page 12 of Base Prospectus 5 in its entirety, so that Element B.8 shall no longer form part of Base Prospectus 5.
• (ii) deleting the information appearing in the third column of Element B.12 on pages 12 to 13 of Base Prospectus 5 in its entirety and replacing it with the following:

"Based on the Bank Group's audited financial information for the year ended 31 December 2017, the Bank Group had total assets of £1,129,343 million (2016: £1,213,955 million), total net loans and advances of £401,762 million (2016: £436,417 million), total deposits of £467,332 million (2016: £472,917 million), and total equity of £65,734 million (2016: £70,955 million) (including noncontrolling interests of £1 million (2016: £3,522 million)). The profit before tax of the Bank Group for the year ended 31 December 2017 was £3,166 million (2016: £4,383 million) after credit impairment charges and other provisions of £2,336 million (2016: £2,373 million). The financial information in this paragraph is extracted from the audited consolidated financial statements of the Issuer for the year ended 31 December 2017.

Based on the Bank Group's unaudited financial information for the six months ended 30 June 2018, the Bank Group had total assets of £903,345 million (30 June 2017: £1,136,867 million), total net loans and advances of £226,369 million (30 June 2017: £427,980 million), total deposits of £279,438 million (30 June 2017: £488,162 million), and total shareholders' equity of £48,192 million (30 June 2017: £66,167 million) (including non-controlling interests of £2 million (30 June 2017: £84 million). The profit before tax from continuing operations of the Bank Group for the six months ended 30 June 2018 was £725 million (30 June 2017: £1,731 million) after credit impairment charges and other provisions of £156 million (30 June 2017: £656 million). The financial information in this paragraph is extracted from the unaudited condensed consolidated interim financial statements of the Issuer for the six months ended 30 June 2018.

Not Applicable: there has been no significant change in the financial or trading position of the Bank Group since 30 June 2018.

There has been no material adverse change in the prospects of the Issuer since 31 December 2017."

(iii) deleting the information appearing in the third column of Element B.13 on page 13 of Base Prospectus 5 and replacing it with the following:

"Not Applicable: there have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency."

B) INFORMATION INCORPORATED BY REFERENCE

The section entitled "Information Incorporated by Reference" on pages 59 to 63 of Base Prospectus 5 shall be updated by:

• (i) adding the following documents (the "Documents", each a "Document") to the list of source documents in paragraph 1 (Source documents):
• (1) the unaudited interim results announcement of the Issuer as filed with the United States Securities and Exchange Commission (the "SEC") on Form 6-K on 2 August 2018 in respect of the six months ended 30 June 2018 (the "2018 Interim Results Announcement");
• (2) Supplement 3/2018 dated 3 August 2018 to the Registration Document dated 16 March 2018 ("Supplement 3/2018") and
• (3) Supplement 4/2018 dated 13 August 2018 to the Registration Document dated 16 March 2018 ("Supplement 4/2018").
• (ii) adding the following page references to the cross-reference lists in paragraph 2 (Information incorporated by reference):

From the 2018 Interim Results Announcement*

of Pages 1 to 79
Barclays Bank PLC as of, and for the six months ended,
Page 1
Pages 2 to 3
Pages 4 to 8
Page 4
Pages 5 to 6
Page 7
Page 8

Condensed Consolidated Financial Statements
Condensed Consolidated Income Statement (Unaudited)	Page 9
Condensed Consolidated Statement of Comprehensive	Page 10
Income (Unaudited)
Condensed Consolidated Balance Sheet (Unaudited)	Page 11
Condensed Consolidated Statement of Changes in Equity	Pages 12 to 13
(Unaudited)
Condensed Consolidated Cash Flow Statement	Page 14
(Unaudited)
Financial Statement Notes	Pages 15 to 54
Other Information	Page 55
Glossary of Terms	Pages 56 to 79
Exhibit 99.2 – Capitalisation and Indebtedness	Page 80
From Supplement 3/2018
The Issuer and the Group	Pages 2 to 3
From Supplement 4/2018
The Issuer and the Group	Page 1

(iii) deleting the following page references from the cross-reference list relating to the 2018 Registration Document in paragraph 2 (Information incorporated by reference):

From the 2018 Registration Document

The unaudited pro forma condensed consolidated financial information of the Issuer and its subsidiaries (the "Pro	Pages 25 to 28
Forma Financial Information")
Explanatory Notes to the Pro Forma Financial Information	Pages 29 to 30
Accountant's Report on the Pro Forma Financial Information	Pages 31 to 32
(the "Accountant's Report")

(iv) deleting all the page references from the cross-reference list relating to each of the Q1 2017 Results Announcement, the March Announcement, the April Announcement, the Q1 Recent Developments Announcement and the May Announcement in paragraph 2 (Information incorporated by reference).

Only information listed in the cross-reference lists above is incorporated by reference into Base Prospectus 5.

For the purposes of the prospectus rules made under Section 73A of the FSMA and Base Prospectus 5, the information incorporated by reference, either expressly or implicitly, into each Document does not form part of Base Prospectus 5. Information in each Document which is not incorporated by reference into each of Base Prospectus 5 is either not relevant for investors or is covered elsewhere in Base Prospectus 5.

C) TERMS AND CONDITIONS OF THE SECURITIES

The section entitled "Terms and Conditions of the Securities" on pages 69 to 90 of Base Prospectus 5 shall be amended by deleting the definition of "Business Day" in Condition 22.1 (Definitions) on page 85 of Base Prospectus 5 and replacing it so that the definition shall now read as follows:

""Business Day" means a day which is each of:

• (a) a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in any Additional Business Centre specified in the Final Terms;
• (b) in respect of Cleared Securities, a Clearing System Business Day for the Relevant Clearing System;
• (c) in relation to any sum payable in a currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant currency (if other than any Additional Business Centre);
• (d) in relation to any sum payable in euro, a TARGET Business Day; and
• (e) in respect of CREST Securities, a CREST Business Day."

D) IMPORTANT LEGAL INFORMATION

The section entitled "Important Legal Information" on pages 109 to 113 of Base Prospectus 5 shall be amended by replacing the words "Standard & Poor's Credit Market Services Europe Limited" with the words "S&P Global Ratings Europe Limited" in the first paragraph under the sub-heading "Ratings" on page 110 of Base Prospectus 5, so that the paragraph shall now read as follows:

"The credit ratings included or referred to in this Base Prospectus or any document incorporated by reference are, for the purposes of Regulation (EC) No. 1060/2009 on credit rating agencies (the "CRA Regulation"), issued by Fitch Ratings Limited ("Fitch"), Moody's Investors Service Ltd. ("Moody's") and S&P Global Ratings Europe Limited ("Standard & Poor's"), each of which is established in the European Union and has been registered under the CRA Regulation."

E) GENERAL INFORMATION

The section entitled "General Information" on pages 121 to 125 of Base Prospectus 5 shall be updated by

(i) deleting the information set out under the sub-heading "Significant change statement" on page 121 of Base Prospectus 5 in its entirety and replacing it with the following:

"There has been no significant change in the financial or trading position of the Bank Group since 30 June 2018."

(ii) deleting the information set out under the sub-heading "Legal Proceedings" on page 121 of Base Prospectus 5 in its entirety and replacing it with the following:

"Save as disclosed under Note 17 (Legal, competition and regulatory matters) to the condensed consolidated interim financial statements of the Issuer on pages 40 to 50 of the 2018 Interim Results Announcement, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Issuer is aware), which may have or have had during the 12 months preceding the date of this Base Prospectus, a significant effect on the financial position or profitability of the Issuer and/or the Bank Group."

(iii) deleting the following information on page 125 of Base Prospectus 5 in its entirety:

"Pro Forma Financial Information

For the purposes of Prospectus Rule 5.5.4R (2)(f) KPMG LLP is responsible for the Accountant's Report as part of this Base Prospectus and has, in the Accountant's Report, declared that it has taken all reasonable care to ensure that the information contained in the Accountant's Report is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. This statement is included in the Accountant's Report in compliance with paragraph 7 of Annex II of the Prospectus Regulation (Regulation (EC) No 809/2004 of 29 April 2004).

KPMG LLP has given, and not withdrawn, its written consent to the incorporation by reference in this Base Prospectus of the Accountant's Report in the form and context in which it is incorporated."

To the extent that there is any inconsistency between (a) any statement in this Prospectus Supplement (in relation to Base Prospectus 5) and (b) any other statement in, or incorporated by reference in Base Prospectus 5, the statements in (a) above shall prevail.

The 2018 Interim Results Announcement may be inspected during normal business hours at the registered office of the Issuer or at https://www.home.barclays/barclays-investorrelations/results-and-reports/results.html.

Supplement 3/2018 and Supplement 4/2018 may be inspected during normal business hours at the registered office of the Issuer or at https://www.home.barclays/prospectuses-anddocumentation/structured-securities/prospectuses.html.

Investors should be aware of their rights under Section 87Q(4) to (6) of the Financial Services and Markets Act 2000. Investors who have agreed to purchase or subscribe for Securities before this Prospectus Supplement was published have the right, exercisable within two working days after the date on which this Prospectus Supplement is published, to withdraw their acceptances. This right is exercisable up to, and including 22 August 2018. Investors should contact the distributor from which they agreed to purchase or subscribe the Securities in order to exercise their withdrawal rights.

References to Base Prospectus 5 shall hereafter mean Base Prospectus 5 as supplemented by this Prospectus Supplement. The Issuer has taken all reasonable care to ensure that the information contained in Base Prospectus 5, as supplemented by this Prospectus Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import and accepts responsibility accordingly. Save as disclosed in this Prospectus Supplement, no significant new factor, material mistake or inaccuracy relating to the information included in Base Prospectus 5 is capable of affecting the assessment of securities issued pursuant to Base Prospectus 5 has arisen or been noted, as the case may be, since the publication of Base Prospectus 5 (as supplemented at the date hereof) by the Issuer.

This Prospectus Supplement has been approved by the United Kingdom Financial Conduct Authority, which is the United Kingdom competent authority for the purposes of the Prospectus Directive and the relevant implementing measures in the United Kingdom, as a prospectus supplement issued in compliance with the Prospectus Directive and the relevant implementing measures in the United Kingdom for the purpose of giving information with regard to the issue of securities under the Programme.

The date of this Prospectus Supplement is 20 August 2018