FWP 1 dp44926_fwp-80jpm.htm FORM FWP
Free Writing Prospectus
(To the Prospectus dated July 19, 2013 and
the Prospectus Supplement dated July 19, 2013)
Filed Pursuant to Rule 433
Registration No. 333-190038
March 19, 2014

 
 
$
Market Plus Notes Due June 2, 2015
Linked to Futures Contracts on WTI Crude Oil
Global Medium-Term Notes, Series A
General
 
·
Senior unsecured obligations of Barclays Bank PLC maturing June 2, 2015
 
·
Minimum denominations of $10,000 and integral multiples of $1,000 in excess thereof
 
·
The Notes are expected to price on or about March 21, 2014 (the “Pricing Date”) and are expected to issue on or about March 26, 2014(the “Issue Date”).
 
Key Terms
Terms used in this free writing prospectus, but not defined herein, shall have the meanings ascribed to them in the prospectus supplement.
Issuer:
Barclays Bank PLC
Reference Asset:
The futures contract in respect of the first nearby month for West Texas Intermediate Light Sweet Crude Oil (Bloomberg ticker symbol “CL1 <Comdty>”) traded on the New York Mercantile Exchange (“NYMEX”) or, in some circumstances, the futures contract in respect of the second nearby month (Bloomberg ticker symbol “CL2 <Comdty>”), as described in “— Settlement Price” below (the “Underlier”)
Payment at Maturity:
If the Final Price is greater than or equal to the Barrier Level, you will receive a cash payment on the Maturity Date per $1,000 principal amount Note that will reflect the performance of the Underlier, subject to the Contingent Minimum Return, calculated as follows:
 
$1,000 + ($1,000 × the greater of (a) Contingent Minimum Return and (b) Underlier Return)
 
If the Final Price is less than the Barrier Level, you will lose 1% of the principal amount of your Notes for every 1% that the Final Price is less than the Initial Price.  Under these circumstances, you will receive a cash payment on the Maturity Date per $1,000 principal amount Note calculated as follows:
 
$1,000 + ($1,000 × Underlier Return)
 
If the Final Price is less than the Barrier Level, the Notes will be fully exposed to the decline in the Underlier and you will lose some or all of your investment at maturity.
Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of Barclays Bank PLC and is not guaranteed by any third party. Any payment to be made on the Notes depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due.  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.
 
Underlier Return:
Final Price – Initial Price
Initial Price
   
Contingent Minimum Return:
8.25%
Barrier Level:
USD          /barrel, which is 81.00% of the Initial Price
Initial Price:
USD          /barrel, which is the Settlement Price of the Underlier on the Pricing Date
Final Price:
The arithmetic average of the Settlement Prices of the Underlier on the Averaging Dates (rounded to two decimal places)
Settlement Price:
The official settlement price per barrel of West Texas Intermediate Light Sweet Crude Oil on NYMEX of the futures contract in respect of the first nearby month, stated in U.S. dollars, as made public by NYMEX, provided that if the date of determination falls on the last trading day of such futures contract, then the second nearby month futures contract will be used.
Averaging Dates:
May 21, 2015, May 22, 2015, May 26, 2015, May 27, 2015 and May 28, 2015 (May 28, 2015, the “Final Valuation Date”)
Maturity Date:
June 2, 2015
Calculation Agent:
Barclays Bank PLC
CUSIP/ISIN:
06741UAQ7 / US06741UAQ76
Expected. In the event we make any change to the expected Pricing Date or Issue Date, the Averaging Dates and/or the Maturity Date may be changed so that the stated term of the Notes remains the same.  In addition, the Averaging Dates and the Maturity Date are subject to postponement.  See “Reference Assets—Commodities—Market Disruption Events Relating to Securities with a Commodity as the Reference Asset” in the prospectus supplement.  Notwithstanding anything to the contrary in the accompanying prospectus supplement, the Final Valuation Date may be postponed by up to five scheduled trading days due to the occurrence or continuance of a market disruption event on such date.

 
Initial Issue Price1
 
Price to Public2
 
Agent’s Commission
 
Proceeds to Barclays Bank PLC
Per Note
$1,000
 
100%
 
1.20%
 
98.80%
Total
$
 
$
 
$
 
$
 
1
Our estimated value of the Notes on the Pricing Date, based on our internal pricing models, is expected to be between $950.00 and $976.60 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 FWP-10 of this free writing prospectus.
 
2
The price to the public for any single purchase by an investor in certain trust accounts, who is not being charged the full selling concession or fee by other dealers of approximately 1.20%, is 98.80%.  The price to the public for all other purchases of Notes is 100%.
 
Investing in the Notes involves a number of risks.  See “Risk Factors” beginning on page S-6 of the prospectus supplement and “Selected Risk Considerations” beginning on page FWP-5 of this free writing prospectus.
 
The Notes will not be listed on any U.S. securities exchange or quotation system. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these Notes or determined that this free writing prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
 
The Notes are not bank deposits and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency, nor are they obligations of, or guaranteed by, a bank.
 
JPMorgan
Placement Agent

 
 

 
 
Barclays Bank PLC has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (“SEC”) for the offering to which this free writing prospectus relates.  Before you invest, you should read the prospectus dated July 19, 2013, the prospectus supplement dated July 19, 2013 and other documents Barclays Bank PLC has filed with the SEC for more complete information about Barclays Bank PLC and this offering.  Buyers should rely upon the prospectus, prospectus supplement and any relevant free writing prospectus or pricing supplement for complete details.  You may get these documents and other documents Barclays Bank PLC has filed for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, Barclays Bank PLC or any agent or dealer participating in this offering will arrange to send you the prospectus, prospectus supplement, preliminary pricing supplement, if any, and final pricing supplement (when completed) and this free writing prospectus if you request it by calling your Barclays Bank PLC sales representative, such dealer or 1-888-227-2275 (Extension 2-3430).  A copy of the prospectus may be obtained from Barclays Capital Inc., 745 Seventh Avenue —Attn: US InvSol Support, New York, NY 10019.
 
You may revoke your offer to purchase the Notes at any time prior to the pricing as described on the cover of this free writing prospectus.  We reserve the right to change the terms of, or reject any offer to purchase the Notes prior to their issuance.  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.
 
ADDITIONAL TERMS SPECIFIC TO THE NOTES
 
You should read this free writing prospectus together with the prospectus dated July 19, 2013, as supplemented by the prospectus supplement dated July 19, 2013 relating to our Global Medium-Term Notes, Series A, of which these Notes are a part.  This free writing prospectus, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours.  You should carefully consider, among other things, the matters set forth under “Risk Factors” in the prospectus supplement, as the Notes involve risks not associated with conventional debt securities.  We urge you to consult your investment, legal, tax, accounting and other advisors before you invest in the Notes.
 
You may access these documents on the SEC website at www.sec.gov as follows (or if such address has changed, by reviewing our filings for the relevant date on the SEC website):
 
 
·
Prospectus dated July 19, 2013:

 
·
Prospectus supplement dated July 19, 2013:

 
Our SEC file number is 1-10257.  As used in this free writing prospectus, the “Company,” “we,” “us,” or “our” refers to Barclays Bank PLC.
 
The Notes are not futures contracts and are not regulated under the Commodity Exchange Act of 1936, as amended (the “Commodity Exchange Act”).  The Notes are offered pursuant to an exemption from regulation under the Commodity Exchange Act, commonly known as the hybrid instrument exemption, that is available to securities that have one or more payments indexed to the value, level or rate of one or more commodities, as set out in section 2(f) of that statute. Accordingly, you are not afforded any protection provided by the Commodity Exchange Act or any regulation promulgated by the Commodity Futures Trading Commission.
 
 
FWP-2

 
 
What Is the Total Return on the Notes at Maturity, Assuming a Range of Performance for the Underlier?
 
The following table and examples illustrate the hypothetical payment at maturity and hypothetical total return at maturity on the Notes.  The “total return” as used in this free writing prospectus is the number, expressed as a percentage, that results from comparing the payment at maturity per $1,000 principal amount Note to $1,000.  The table and examples set forth below assume an Initial Price of USD 98.08/barrel, which would result in a Barrier Level of USD 79.44/barrel (81.00% of the Initial Price), and the Final Prices as set forth below.  The actual Initial Price and Barrier Level will be determined on the Pricing Date, and the actual Final Price will be the arithmetic average of the Settlement Prices of the Underlier on the Averaging Dates.  Each hypothetical payment at maturity or total return set forth below is for illustrative purposes only and may not be the actual payment at maturity or total return applicable to a purchaser of the Notes.  The numbers appearing in the following table and examples have been rounded for ease of analysis.  The table and examples below do not take into account any tax consequences from investing in the Notes.
 
Final Price (USD/barrel)
Underlier Return
Payment at Maturity
Total Return on Notes
196.16
100.00%
$2,000.00
100.00%
186.35
90.00%
$1,900.00
90.00%
176.54
80.00%
$1,800.00
80.00%
166.74
70.00%
$1,700.00
70.00%
156.93
60.00%
$1,600.00
60.00%
147.12
50.00%
$1,500.00
50.00%
137.31
40.00%
$1,400.00
40.00%
127.50
30.00%
$1,300.00
30.00%
117.70
20.00%
$1,200.00
20.00%
112.79
15.00%
$1,150.00
15.00%
107.89
10.00%
$1,100.00
10.00%
106.17
8.25%
$1,082.50
8.25%
102.98
5.00%
$1,082.50
8.25%
98.08
0.00%
$1,082.50
8.25%
93.18
-5.00%
$1,082.50
8.25%
88.27
-10.00%
$1,082.50
8.25%
79.44
-19.00%
$1,082.50
8.25%
78.46
-20.00%
$800.00
-20.00%
68.66
-30.00%
$700.00
-30.00%
58.85
-40.00%
$600.00
-40.00%
49.04
-50.00%
$500.00
-50.00%
39.23
-60.00%
$400.00
-60.00%
29.42
-70.00%
$300.00
-70.00%
19.62
-80.00%
$200.00
-80.00%
9.81
-90.00%
$100.00
-90.00%
0.00
-100.00%
$0.00
-100.00%

Hypothetical Examples of Amount Payable at Maturity
 
The following examples illustrate how the payment at maturity and total return in different hypothetical scenarios are calculated.
 
Example 1: The price of the Underlier increases from an Initial Price of USD 98.08/barrel to a Final Price of USD 117.70/barrel, resulting in an Underlier Return of 20.00%.

Because the Final Price is greater than or equal to the Barrier Level and the Underlier Return is 20.00%, which is greater than the Contingent Minimum Return, the investor receives a payment at maturity of $1,200.00 per $1,000 principal amount Note, calculated as follows:

$1,000 + ($1,000 × Underlier Return)
$1,000 + ($1,000 × 20.00%) = $1,200.00
 
The total return on the Notes is 20.00%.
 
Example 2: The price of the Underlier decreases from the Initial Price of USD 98.08/barrel to a Final Price of USD 88.27/barrel, resulting in an Underlier Return of -10.00%.
 
Because the Final Price is greater than or equal to the Barrier Level and the Underlier Return of -10.00% is less than the Contingent Minimum Return, the investor receives a payment at maturity of $1,082.50 per $1,000 principal amount Note, calculated as follows:
 
 
 
FWP-3

 

 
$1,000 + ($1,000 × Contingent Minimum Return)
$1,000 + ($1,000 × 8.25%) = $1,082.50
 
The total return on the Notes is 8.25%.
 
 
Example 3: The price of the Underlier decreases from the Initial Price of USD 98.08/barrel to a Final Price of USD 58.85/barrel, resulting in an Underlier Return of -40.00%.
 
Because the Final Price is below the Barrier Level and the Underlier Return is -40.00%, the investor receives a payment at maturity of $600.00 per $1,000 principal amount Note, calculated as follows:
 
$1,000 + ($1,000 × Underlier Return)
$1,000 + ($1,000 × -40.00%) = $600.00
 
The total return on the Notes is -40.00%.
 
Selected Purchase Considerations
 
 
·
Market Disruption Events and Adjustments — The payment at maturity, the Averaging Dates, the Maturity Date, and the Settlement Price of the Underlier are subject to adjustment as described in the following sections of the prospectus supplement:
 
 
o
For a description of what constitutes a market disruption event as well as the consequences of that market disruption event, see “Reference Assets—Commodities—Market Disruption Events Relating to Securities with a Commodity as the Reference Asset.”  Notwithstanding anything to the contrary in the accompanying prospectus supplement, the Final Valuation Date may be postponed by up to five scheduled trading days due to the occurrence or continuance of a market disruption event on such date; and
 
 
o
For a description of further adjustments that may affect the Underlier, see “Reference Assets—Commodities—Discontinuation of Trading; Alteration of Method of Calculation.”
 
 
·
Tax Consequences — You should review carefully the sections entitled “Certain U.S. Federal Income Tax Considerations—Certain Notes Treated as Forward Contracts or Derivative Contracts” and, if you are a non-U.S. holder, “—Tax Treatment of Non-U.S. Holders,” in the accompanying prospectus supplement.  The following discussion, when read in combination with those sections, constitutes the full opinion of our special tax counsel, Davis Polk & Wardwell LLP, regarding the material U.S. federal income tax consequences of owning and disposing of the Notes.  The following discussion supersedes the discussion in the accompanying prospectus supplement to the extent it is inconsistent therewith.
 
Based on current market conditions, in the opinion of our special tax counsel, the Notes should be treated as prepaid forward contracts with respect to the Underlier.  Assuming this treatment is respected, gain or loss on your Notes should be treated as long-term capital gain or loss if you hold your Notes for more than a year, whether or not you are an initial purchaser of Notes at the original issue price.  However, the Internal Revenue Service (the “IRS”) or a court may not respect this treatment, in which case the timing and character of any income or loss on the Notes could be materially and adversely affected.  In addition, in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments.  The notice focuses in particular on whether to require investors in these instruments to accrue income over the term of their investment.  It also asks for comments on a number of related topics, including the character of income or loss with respect to these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. investors should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership” regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional interest charge.  While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.  You should consult your tax advisor regarding the U.S. federal income tax consequences of an investment in the Notes, including possible alternative treatments and the issues presented by this notice.
 
 
FWP-4

 
 
Selected Risk Considerations
 
An investment in the Notes involves significant risks. Investing in the Notes is not equivalent to investing directly in the Underlier or any commodity underlying the Underlier.  These risks are explained in more detail in the “Risk Factors” sections of the prospectus supplement, including but not limited to the risk factors discussed under the following headings:
 
 
o
“Risk Factors—Risks Relating to All Securities”;
 
 
o
“Risk Factors—Additional Risks Relating to Notes Which Pay No Interest”;
 
 
o
“Risk Factors—Additional Risks Relating to Notes Which Are Not Characterized as Being Fully Principal Protected or Are Characterized as Being Partially Protected or Contingently Protected”;
 
 
o
“Risk Factors—Additional Risks Relating to Securities with a Barrier Percentage or a Barrier Level”; and
 
 
o
“Risk Factors—Additional Risks Relating to Securities with Reference Assets That Are Commodities, an Index Containing Commodities, Shares or Other Interests in an Exchange-Traded Fund Invested in Commodities or Based in Part on Commodities.”
 
In addition to the risks discussed under the headings above, you should consider the following:
 
 
·
You May Lose Some or All of Your Principal — The Notes differ from ordinary debt securities in that the Issuer will not necessarily pay the full principal amount at maturity.  If the Final Price is less than the Barrier Level, you will lose 1% of the principal amount of your Notes for every 1% that the Final Price is less than the Initial Price.  Accordingly, If the Final Price is less than the Barrier Level, the Notes will be fully exposed to the decline in the Underlier and you will lose some or all of your investment at maturity.
 
 
·
Credit of Issuer — The Notes are senior unsecured 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 depends on the ability of Barclays Bank PLC to satisfy its obligations as they come due.  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.
 
 
·
Contingent Repayment of Principal Applies Only at Maturity — You should be willing to hold your Notes to maturity.  Although the Notes provide for the repayment of your principal at maturity if the Final Price is greater than or equal to the Barrier Level, if you sell your Notes prior to maturity in the secondary market, if any, you may have to sell your Notes at a loss relative to your initial investment even if the price of the Underlier is above the Barrier Level.  See “Many Economic and Market Factors Will Impact the Value of the Notes.”
 
 
·
No Interest Payments — As a holder of the Notes, you will not receive interest payments.
 
 
·
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.
 
 
·
Potential Conflicts — We and our affiliates play a variety of roles in connection with the issuance of the Notes, including acting as Calculation Agent and hedging our obligations under the Notes.  In performing these duties, the economic interests of the Calculation Agent and other affiliates of ours are potentially adverse to your interests as an investor in the Notes.
 
 
·
The Payment at Maturity on Your Notes Is Not Based on the Price of the Underlier at Any Time Other Than the Averaging Dates — The Final Price and the Underlier Return will be based solely on the Settlement Prices of the Underlier on the Averaging Dates relative to the Initial Price (subject to adjustments as described in the prospectus supplement).  Therefore, if the price of the Underlier drops precipitously on one or more of the Averaging Dates, the payment at maturity, if any, that you will receive for your Notes may be significantly less than it would otherwise have been had the payment at maturity been linked to the price of the Underlier at a time prior to such drop or after the price of the Underlier has recovered. Although the price of the Underlier on the Maturity Date or at other times during the life of your Notes may be higher than the Settlement Price on the Averaging Dates, you will not benefit from the price of the Underlier at any time other than on the Averaging Dates.
 
 
·
Suitability of the Notes for Investment — You should reach a decision 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 free writing prospectus, the prospectus supplement and the prospectus. Neither the Issuer nor Barclays Capital Inc. makes any recommendation as to the suitability of the Notes for investment.
 
 
·
The Notes May Be Subject to Certain Risks Specific to the Underlier — As futures contracts on an energy-related commodity, the Underlier may be subject to a number of risks specific to energy-related commodities, and in particular to WTI crude oil, that may adversely affect its price or result in price volatility. These may include, among others:
 
 
o
changes in the level of industrial and commercial activity with high levels of energy  demand;
 
o
disruptions in the supply chain or in the production or supply of other energy sources;
 
 
FWP-5

 
 
 
o
technological advances or the discovery of new oil reserves leading to increases in the worldwide production of crude oil;
 
o
further development and commercial exploitation of alternative energy sources, including solar, wind or geothermal energy;
 
o
adjustments to inventory;
 
o
variations in production and shipping costs;
 
o
geopolitical events; and
 
o
costs associated with regulatory compliance, including environmental regulations; and changes in industrial, government and consumer demand, both in individual consuming nations and internationally.
 
These factors interrelate in complex ways, and the effect of one factor may offset or enhance the effect of another factor and may adversely affect the market value of the Notes.
 
 
·
The Notes May Be Subject to Certain Risks Specific to Crude Oil Prices — Trading in commodity futures contracts, including the Underlier, is speculative and can be extremely volatile.  Because the Notes are linked to the performance of the Settlement Price of the Underlier, we expect  that generally the market value of the Notes will depend in part on the market price of crude oil. Crude oil prices are subject to volatile price movements over short periods of time and are affected by numerous factors and events, as described herein. Crude oil prices are generally more volatile and subject to greater dislocation than prices of other commodities.  Crude oil prices may change rapidly over a short period of time as a result of supply disruptions stemming from world events, or domestic problems such as refinery or pipeline outages.  These events tend to effect prices worldwide, regardless of the location of the event.  Market expectations about these events and speculative activity also cause prices to fluctuate.  Over the past few years, crude oil prices have experienced unprecedented volatility and have reached historically high levels followed by precipitous declines. There can be no assurance that crude oil prices will reach their historic highs again or that such volatility will subside. It is possible that lower prices, or increased volatility, will adversely affect the price of the Underlier, and as a result, the market value of your Notes and the amount you receive at maturity, if any.
 
In addition, crude oil prices are determined with significant influence by the Organization of Petroleum Exporting Countries (“OPEC”). OPEC has the potential to influence oil prices world-wide because its members possess a significant portion of the world’s oil supply. Further, if oil demand rises quickly or supply declines unexpectedly due to refinery production problems or lagging imports, stocks of oil may decline rapidly. When stocks are low and falling, some wholesalers may become concerned that supplies may not be adequate over the short term and bid higher for the available product, leading to further price increases. It is impossible to predict the aggregate effect of all or any combination of these factors on the price of crude oil.  Sudden and dramatic changes in the futures market may also occur, for example, upon commencement of hostilities, or cessation of existing hostilities, that may exist in countries or regions producing oil, the introduction of new or previously withheld supplies into the market or the introduction of substitute products or commodities.  Any such changes in the supply and demand of crude oil may result in significant volatility in the price of the Underlier and accordingly, may adversely affect the market value of your Notes and the payment you receive at maturity, if any.
 
 
·
Owning the Notes Is Not the Same as Owning WTI Crude Oil, Futures Contracts for WTI Crude or Certain Other Commodity Related Contracts Directly  The return on your Notes will not reflect the return you would realize if you had actually purchased WTI crude oil directly, futures contracts for WTI crude oil, or any exchange-traded or over-the-counter instruments based on the price of WTI crude oil.  You will not have any rights that holders of such assets or instruments have.
 
 
·
Prices of Commodity Futures Contracts Are Highly Volatile and May Change Unpredictably — Prices of commodity futures contracts are highly volatile and, in many sectors, have experienced increased volatility in recent periods. Prices of commodity futures contracts are affected by numerous factors including: changes in supply and demand relationships (whether actual, perceived, anticipated, unanticipated or unrealized); weather; agriculture; trade; fiscal, monetary and exchange control programs; domestic and foreign political and economic events and policies; disease; pestilence; technological developments; changes in interest rates, whether through governmental action or market movements; monetary and other governmental policies, action and inaction; macroeconomic or geopolitical and military events, including political instability in some oil-producing countries; and natural or nuclear disasters. Those events tend to affect prices worldwide, regardless of the location of the event. Market expectations about these events and speculative activity also cause prices to fluctuate. These factors may adversely affect the performance of the Underlier and, as a result, the market value of the Notes, and the payment you will receive on the Notes, if any.
 
 
·
Single Commodity Futures Contract Prices Tend to Be More Volatile Than, and May Not Correlate with, the Prices of Commodities Generally — The Notes are linked exclusively to the Underlier and not to a diverse basket of commodities or commodity futures contracts or a broad-based commodity index.  The Settlement Price of the Underlier may not correlate to the price of commodities or commodity futures contracts generally and may diverge significantly from the prices of commodities or commodity futures contracts generally. Because the Notes are linked to the price of a single commodity futures contract, they carry greater risk and may be more volatile than Notes linked to the prices of multiple commodities or commodity futures contracts or a broad-based commodity index.
 
 
·
Suspension or Disruptions of Market Trading in Commodities and Related Futures May Adversely Affect the Value of the Notes — The commodity futures markets are subject to temporary distortions or other disruptions due to various factors, including the lack of liquidity in the markets, the participation of speculators and potential government regulation and
 
 
FWP-6

 
 
intervention.  Certain exchanges, or the U.S. Commodity Futures Trading Commission, commonly referred to as the “CFTC,” could suspend or terminate trading in a particular futures contract or contracts in order to address market emergencies.  In addition, U.S. futures exchanges and some foreign exchanges have regulations that limit the amount of fluctuation in some futures contract prices that may occur during a single business day.  These limits are generally referred to as “daily price fluctuation limits” and the maximum or minimum price of a contract on any given day as a result of these limits is referred to as a “limit price.”  Once the limit price has been reached in a particular contract, no trades may be made at a price beyond the limit, or trading may be limited for a set period of time.  Limit prices have the effect of precluding trading in a particular contract or forcing the liquidation of contracts at potentially disadvantageous times or prices.  These circumstances could adversely affect the value of the Underlier, therefore, the value of the Notes.
 
 
·
The Notes Offer Exposure to Futures Contracts and Not Direct Exposure to Physical Commodities — The Notes will reflect a return based on the performance of the relevant nearby NYMEX-traded WTI crude oil contract and do not provide exposure to crude oil spot prices.  The price of a commodity futures contract reflects the expected value of the commodity upon delivery in the future, whereas the spot price of a commodity reflects the immediate delivery value of the commodity.  A variety of factors can lead to a disparity between the expected future price of a commodity and the spot price at a given point in time, such as the cost of storing the commodity for the term of the futures contract, interest charges incurred to finance the purchase of the commodity and expectations concerning supply and demand for the commodity.  The price movement of a futures contract is typically correlated with the movements of the spot price of the reference commodity, but the correlation is generally imperfect and price movements in the spot market may not be reflected in the futures market (and vice versa).  Accordingly, the Notes may underperform a similar investment that reflects the return on the physical commodity.
 
 
·
Changes in Law or Regulation Relating to Commodity Futures Contracts May Adversely Affect the Market Value of the Notes and the Amounts Payable on Your Notes — Commodity futures contracts, such as the Underlier, are subject to legal and regulatory regimes that are in the process of changing in the United States and, in some cases, in other countries.  The Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Dodd-Frank Act,” provides for substantial changes in the regulation of the futures and over-the-counter derivatives markets.  Among other things, the Dodd-Frank Act is intended to limit speculation and increase transparency in the commodity derivatives markets and regulate the over-the-counter derivatives markets. The legislation requires regulators, including the CFTC, to adopt rules on a variety of issues, many of which have been adopted and have become effective. In addition, certain significant components of the Dodd-Frank Act regulatory scheme, including registration and reporting requirements, as well as centralized clearing requirements for certain products and market participants, have been implemented. However, the Dodd-Frank Act regulatory scheme has not yet been fully implemented, and the ultimate impact of the regulations on the markets and market participants cannot yet be determined.

Among other things, the legislation requires that most over-the-counter transactions be executed on organized exchanges or facilities and be cleared through regulated clearing houses.  This requirement has become effective for certain categories of interest rate and credit default swaps.  It is anticipated that other products will become subject to the mandatory centralized execution and clearing requirement in the future.  In addition, the legislation requires registration of, and imposes regulations on, swap dealers and major swap participants. The legislation also authorizes the CFTC, subject to certain requirements, to adopt rules with respect to the establishment of limits on futures and swap positions on physical commodities that are not entered into or maintained for “bona fide” hedging purposes, as defined in the legislation, and the CFTC has proposed such rules. In addition, the CFTC will apply its position limits across the futures positions held by a market participant on any exchange or trading facility, together with its positions in swaps that are “economically equivalent” to the specified exchange-traded futures that are subject to the position limits. The enactment of the Dodd-Frank Act, and the CFTC’s adoption of rules on position limits, could limit the extent to which entities can enter into transactions in exchange-traded futures contracts on physical commodities as well as related swaps and could make participation in the markets more burdensome and expensive. Any such limitations could restrict or prevent our ability to hedge our obligations under the Notes. Industry trade groups filed a lawsuit against the CFTC challenging the rules adopted by the CFTC on position limits. On September 28, 2012, the U.S. District Court for the District of Columbia granted a summary judgment motion in favor of the industry trade groups that vacated and remanded the position limit rules adopted by the CFTC. On November 5, 2013, the CFTC voluntarily dismissed its appeal of the ruling and re-proposed for public comment new position limit rules largely similar to the vacated rules. If ultimately adopted by the CFTC, the position limit rules will likely limit transactions in the futures and over-the-counter derivative markets and could substantially reduce liquidity and increase commodity market volatility. This could, in turn, adversely affect the prices of such contracts and, in turn, the market value of the Notes and the amounts payable on the Notes at maturity.  In addition, other parts of the legislation, by increasing regulation of, and imposing additional costs on, swap transactions, could reduce trading in the swap and futures markets, which would further restrict liquidity, increase volatility and adversely affect prices, which could in turn adversely affect the value of the Underlier.

Other regulatory organizations have proposed, and in the future may propose, further reforms similar to those enacted by the Dodd-Frank Act or other legislation which could have an adverse impact on the liquidity and depth of the commodities, futures and derivatives markets. For example, the European Commission recently published a proposal developed by the European Securities and Markets Authority (“ESMA”), which updates the Markets in Financial Instruments Directive,
 
 
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commonly known as “MiFID II,” and the Markets in Financial Instruments Regulation, commonly known as “MiFIR.” The scope of the final regulations and the degree to which member states will be allowed discretion in implementing the directive is yet to be seen. If these regulations are adopted, including, for example, regulations requiring position limits, they could substantially reduce liquidity and increase volatility in the commodities futures contracts such as the Underlier, which could adversely affect the prices of such contracts and, in turn, the market value of the Notes and the amounts payable on the Notes at maturity. The European Commission has also adopted the European Market Infrastructure Regulation (“EMIR”), which requires many over-the-counter derivatives to be centrally cleared and, together with technical standards published and to be published by ESMA, will establish margin and capital requirements for non-centrally cleared over-the-counter derivatives. There exists potential for inconsistency between regulations issued by the CFTC and technical standards adopted under EMIR, which could lead to market fragmentation.
 
 
·
Many Economic and Market Factors Will Impact the Value of the Notes — In addition to the price of the Underlier on any day, the value of the Notes will be affected by a number of economic and market factors that may either offset or magnify each other, including:
 
 
o
the expected volatility of the price of the WTI crude oil, and of the prices of exchange-traded futures contracts for the purchase or delivery of the WTI crude oil;
 
 
o
the time to maturity of the Notes;
 
 
o
interest and yield rates in the market generally;
 
 
o
supply and demand for the Notes;
 
 
o
global supply and demand for WTI crude oil, and supply and demand for exchange-traded futures contracts for the purchase or delivery of the WTI crude oil;
 
 
o
a variety of economic, financial, political, regulatory or judicial events; and
 
 
o
our creditworthiness, including actual or anticipated downgrades in our credit ratings.
 
 
·
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 Pricing 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 may be lower if such estimated values were based on the levels at which our benchmark debt securities trade in the secondary market.
 
 
·
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 Pricing Date is expected to be lower, and may be significantly lower, than the initial issue price of your Notes.  The difference between the initial issue price of your Notes and the estimated value of the Notes is expected as a result of certain factors, such as any sales commissions expected to be paid to Barclays Capital Inc. or another affiliate of ours, any selling concessions, discounts, commissions or fees expected to be allowed or paid to non-affiliated intermediaries, the estimated profit that we or any of our affiliates expect to earn in connection with structuring the Notes, the estimated cost that we may incur in hedging our obligations under the Notes, and estimated development and other costs that we may incur in connection with the Notes.
 
 
·
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 Pricing Date is based on our internal pricing models, which take into account a number of variables and are based on a number of subjective assumptions, which may or may not materialize.  These variables and assumptions are not evaluated or verified on an independent basis. Further, our pricing models may be different from other financial institutions’ pricing models and the methodologies used by us to estimate the value of the Notes may not be consistent with those of other financial institutions that may be purchasers or sellers of Notes in the secondary market.  As a result, the secondary market price of your Notes may be materially different from the estimated value of the Notes determined by reference to our internal pricing models.
 
 
·
The Estimated Value of Your Notes Is Not a Prediction of the Prices at Which You May Sell Your Notes in the Secondary Market, if Any, and Such Secondary Market Prices, if Any, Will Likely Be Lower Than the Initial Issue Price of Your Notes and May Be Lower Than the Estimated Value of Your Notes — The estimated value of the Notes will not be a prediction of the prices at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions (if they are willing to purchase, which they are not obligated to do).  The price at which you may be able to sell your Notes in the secondary market at any time will be influenced by many factors that cannot be predicted, such as market conditions, and any bid and ask spread for similar sized trades, and may be substantially less than our estimated value of the Notes.  Further, as secondary market prices of your Notes take into account the levels at which our debt securities trade in the secondary market, and do not take into account our various costs related to the Notes such as fees, commissions, discounts, and the costs of hedging our obligations under the Notes, secondary market prices of your Notes will likely be lower than the initial issue price of your Notes.  As a result, the price, at which Barclays Capital Inc., other affiliates of ours or third parties may be willing to purchase the Notes from you in secondary market transactions, if any, will likely be lower than the price you paid for your Notes, and any sale prior to the Maturity Date could result in a substantial loss to you.
 
 
·
The Temporary Price at Which We May Initially Buy the Notes in the Secondary Market and the Value We May Initially Use for Customer Account Statements, if We Provide Any Customer Account Statements at All, May Not Be
 
 
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Indicative of Future Prices of Your Notes — Assuming that all relevant factors remain constant after the Pricing 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 Pricing Date, as well as the secondary market value of the Notes, for a temporary period after the initial Issue Date of the Notes.  The price at which Barclays Capital Inc. may initially buy or sell the Notes in the secondary market and the value that we may initially use for customer account statements may not be indicative of future prices of your Notes.
 
 
·
We and Our Affiliates May Engage in Various Activities or Make Determinations That Could Materially Affect Your Notes in Various Ways and Create Conflicts of Interest — 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.  Additionally, the role played by Barclays Capital Inc., as a dealer in the Notes, could present it with 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 these Notes instead of other investments.  We may pay dealer compensation to any of our affiliates acting as agents or dealers in connection with the distribution of the Notes.  Furthermore, we and our affiliates make markets in and trade various financial instruments or products for their own accounts and for the account of their 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, instruments or assets that may serve as the underliers, basket underliers or constituents of the underliers of the Notes.  Such market making, trading activities, other investment banking and financial services may negatively impact the value of the Notes.  Furthermore, in any such market making, trading activities, and other 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.
 
 
·
The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain — There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Notes, and we do not plan to request a ruling from the IRS.  Consequently, significant aspects of the tax treatment of the Notes are uncertain, and the IRS or a court might not agree with the treatment of the Notes as prepaid forward contracts.  If the IRS were successful in asserting an alternative treatment for the Notes, the tax consequences of ownership and disposition of the Notes could be materially and adversely affected.  In addition, as described above under “Tax Consequences,” in 2007 the U.S. Treasury Department and the IRS released a notice requesting comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments.  Any Treasury regulations or other guidance promulgated after consideration of these issues could materially and adversely affect the tax consequences of an investment in the Notes, possibly with retroactive effect.  You should review carefully the sections of the accompanying prospectus supplement entitled “Certain U.S. Federal Income Tax Considerations—Certain Notes Treated as Forward Contracts or Derivative Contracts” and, if you are a non-U.S. holder, “—Tax Treatment of Non-U.S. Holders,” and consult your tax advisor regarding the U.S. federal tax consequences of an investment in the Notes (including possible alternative treatments and the issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
 
Historical Information
 
The following graph sets forth the historical performance of the Underlier based on the daily Settlement Price from January 2, 2002 through March 17, 2014.  The Settlement Price of the Underlier on March 17, 2014 was USD 98.08/barrel.
 
We obtained the Settlement Prices of the Underlier below from Bloomberg, L.P.  We have not independently verified the accuracy or completeness of the information obtained from Bloomberg, L.P.  The historical prices of the Underlier should not be taken as an indication of future performance, and no assurance can be given as to the Settlement Price of the Underlier on any day during the term of the Notes, including on any of the Averaging Dates.  We cannot give you assurance that the performance of the Underlier will result in the return of any of your initial investment.
 
 
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PAST PERFORMANCE IS NOT INDICATIVE OF FUTURE RESULTS.
 
Certain Employee Retirement Income Security Act Considerations
 
Your purchase of a Note in an Individual Retirement Account (an “IRA”), will be deemed to be a representation and warranty by you, as a fiduciary of the IRA and also on behalf of the IRA, that (i) neither the Issuer, the placement agent nor any of their respective affiliates has or exercises any discretionary authority or control or acts in a fiduciary capacity with respect to the IRA assets used to purchase the Note or renders investment advice (within the meaning of Section 3(21)(A)(ii) of the Employee Retirement Income Security Act (“ERISA”)) with respect to any such IRA assets and (ii) in connection with the purchase of the Note, the IRA will pay no more than “adequate consideration” (within the meaning of Section 408(b)(17) of ERISA) and in connection with any redemption of the Note pursuant to its terms will receive at least adequate consideration, and, in making the foregoing representations and warranties, you have (x) applied sound business principles in determining whether fair market value will be paid, and (y) made such determination acting in good faith.
 
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 (the “Pricing Date”) based on prevailing market conditions on the Pricing 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 Pricing Date is based on our internal funding rates.  Our estimated value of the Notes may be lower if such valuation were based on the levels at which our benchmark debt securities trade in the secondary market.
 
Our estimated value of the Notes on the Pricing 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 Pricing 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 Pricing 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
 
 
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any customer account statements at all, may exceed our estimated value on the Pricing Date for a temporary period expected to be approximately three months after the initial Issue Date of the Notes because, in our discretion, we may elect to effectively reimburse to investors a portion of the estimated cost of hedging our obligations under the Notes and other costs in connection with the Notes that we will no longer expect to incur over the term of the Notes.  We made such discretionary election and determined this temporary reimbursement period on the basis of a number of factors, including the tenor of the Notes and 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 FWP-5 of this free writing prospectus.
 
You may revoke your offer to purchase the Notes at any time prior to the Pricing Date.  We reserve the right to change the terms of, or reject any offer to purchase, the Notes prior to their Pricing 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.
 
Supplemental Plan of Distribution
 
JPMorgan Chase Bank, N.A. and J.P. Morgan Securities LLC will act as placement agents for the Notes pursuant to separate placement agency agreements with the Issuer and will receive a fee pursuant to its agreement that will not exceed $12.00 per $1,000 principal amount Note. J.P. Morgan Securities LLC may act on behalf of an affiliate and may reallow all or a portion of fees received in connection with the distribution of the Notes to such affiliate.
 
 
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