CAPE
Barclays ETN+ Shiller CAPE™
ETN
Free Writing Prospectus
Filed Pursuant to Rule 433
Registration No. 333-169119
May 9, 2013

Barclays ETNs
Barclays Exchange-Traded Notes (ETNs):
Senior, unsecured debt securities;
Listed and traded on an exchange;
Provide investors with a return linked to the performance of an index, less fees.
Barclays Bank PLC is a leading issuer of ETNs in the United States:
32%
market
share
with
$5.8bn
notional
outstanding
1
;
78 products in a variety of asset classes, including:
-
Commodities;
-
Equity / volatility;
-
FX;
-
Rates.
Barclays ETNs include:
-
iPath
®
ETN suite;
-
ETN +
suite.
1. As of 3/28/2013. Source: Bloomberg.
For
more
information
about
the
risks
related
to
an
investment
in
the
ETNs,
see
“Selected
Risk
Considerations”
at
the
end
of
this
document
and
“Risk Factors”
in the applicable prospectus supplement and pricing supplement.
2   |  Barclays ETN+ Shiller CAPE™
ETN

CAPE, the Barclays ETN+ Shiller CAPE™
ETN
Barclays ETN listed on NYSE Arca under ticker “ CAPE ” :
Provides returns linked to the Shiller Barclays CAPE™
US Core Sector Index (the “Index”);
No
tracking
error
to
the
Index,
before
0.45%
fees
1
.
Equity ETN built upon the principles of long term investing as distilled
by Robert Shiller:
Sector-rotation Strategy designed in a collaboration between Robert Shiller and Barclays;
Uses the Cyclically Adjusted PE
(CAPE) Ratio as a key driver for the valuation of US
sectors;
Includes
momentum
signal
to
avoid
investing
in
declining
assets
(“value
trap”);
Based on specifically-reconstructed 40-years sector data;
May be used for long-term investing to provide US Equity exposure with a value allocation.
3   |  Barclays ETN+ Shiller CAPE™
ETN
1. The investor fee is calculated on a daily basis in the following manner: The investor fee on the initial valuation date will be equal zero. On each
subsequent
calendar
day
until
maturity
or
early
redemption,
the
investor
fee
will
increase
by
an
amount
equal
to
0.45%
times
the
closing
indicative
note
value
on
the
immediately
preceding
calendar
day
times
the
daily
index
factor
on
that
day
(equal
to
the
closing
level
of
the
Index
on
such
index
business
day
divided
by
the
closing
level
of
the
Index
on
the
immediately
preceding
index
business
day;
if
such
day
is
not
an
index
business
day,
the
such
quotient
will
equal
one)
divided
by
365.
Because
your
notes
are
subject
to
an
investor
fee,
the
return
on
the
ETNs
will
always
be
lower
than
the total return on a direct investment in the Index.

Source: Bloomberg, Barclays. Data: 10/05/2012 –
3/28/2013 .
1. Annualized Volatility is calculated as a standard deviation of natural logarithm daily returns in the observation period multiplied by the square
root of 252. Because the annualized volatility is based on historical data (since the date listed above), it may not predict variability on annualized
future performance.
2.  Correlation is the term used to describe the historical statistical relationship between two or more quantities or variables. Perfectly correlated
assets have a correlation coefficient of one, while the correlation coefficient is zero when returns on two assets are completely independent.
4   |  Barclays ETN+ Shiller CAPE™
ETN
Shiller Barclays CAPE
™
US
Core Sector Index
S&P 500
®
TR
Returns (since 10/05/2012)
11.4%
9.8%
Annualized
Volatility
1
12.3%
11.6%
Returns/Volatility Ratio
0.93
0.84
Correlation
2
to the S&P500
®
TR
99.0%
100%
Index Performance

Robert Shiller
American economist, best-selling author, and
the Arthur M. Okun Professor of Economics,
Professor of Finance, and Fellow at the
International Center for Finance at Yale
University.
Co-director of the Behavioral Finance
Workshop at the National Bureau of
Economic Research since 1991.
Jointly developed the Standard &
Poor's/Case-Shiller Home Price Indices.
Best-selling author of several economics
books.
Developed the widely-known CAPE ratio
5   |  Barclays ETN+ Shiller CAPE™
ETN

Index Mechanics
9 US Sectors
Relative CAPE
Indicator for
Each Sector
Momentum
Reconstruct sector portfolio values and earnings
back
to
1970’s,
for
the
9
Select
Sectors
of
the
S&P
500
®
,
and create evaluation metrics
Remove the four most relatively overvalued sectors
based on Relative CAPE Indicator
Remove one sector with lowest
12-month momentum
Allocate equally to the S&P Select Sector Indices
for the four remaining sectors
Ranking
6   |  Barclays ETN+ Shiller CAPE™
ETN
Sector selection and rebalancing occurs monthly.
FOR ILLUSTRATIVE PURPOSES ONLY

The CAPE Ratio
The Cyclically Adjusted PE
(CAPE) ratio,
“Campbell-Shiller PE(10)”, or “Shiller 10”,
seeks to assess long term equity market
valuations
•
Formally defined by Robert Shiller and John Y. 
Campbell
during
the
1980s;
2
•
Became a frequently cited  benchmark for long-
term equity valuation.
7   |  Barclays ETN+ Shiller CAPE™
ETN
1. In its original formulation, the CAPE ratio used the price returns index. In a collaboration between Robert Shiller and Barclays, the CAPE ratio has been
modified to account for dividend payments, by referencing the total returns, and the 10-Y dividend-adjusted earnings.
2. Important publications:
John Y. Campbell and Robert J. Shiller, "Stock Prices, Earnings and Expected Dividends," Journal of Finance, 43(3): 661-76,  July 1988.
John Y. Campbell and Robert J. Shiller, “Valuation Ratios and the Long-Run Stock Market Outlook," Journal of Portfolio Management, 24(2): 11-26, 1998.
John Y. Campbell and Robert J. Shiller, “Valuation Ratios and the Long-Run Stock Market Outlook: An Update," NBER Working Paper 8221, 2001.
Robert J. Shiller, Irrational Exuberance, Princeton University Press, Princeton, NJ, 2000, 2005.
Inflation-Adjusted Equity Benchmark
10-Y moving Average of Inflation-Adjusted Equity
Benchmark Earnings
CAPE
=
1

CAPE Ratio for Value Investing
The CAPE ratio is a frequently cited benchmark to assess long term
equity market valuations.
•
Uses
10
years
of
historical
data,
addressing
a
classic
criticism
of
price-to-earning
ratio
for long-term investing, which only relies on only 1-year of data
•
Historically,
strong
inverse
relation
between
the
CAPE
ratio
on
the
S&P
500
®
and
the
long-term S&P 500
®
returns (i.e. high historical returns when CAPE is low, and vice
versa):
8   |  Barclays ETN+ Shiller CAPE™
ETN
Source: Robert Shiller, Barclays, 8/31/1990-3/28/2013. Past performance is not indicative of future results.

Relative CAPE
The CAPE ratio may be used to compare
relative valuation of single equity sectors.
•
To account for idiosyncratic differences between sectors,
where CAPE ratios have historically been of different
magnitudes, a “Relative CAPE”
indicator is used:
40 years of S&P Select Sector Indices price and earnings data have been re-created by
Barclays Bank PLC to provide such comparison.
9   |  Barclays ETN+ Shiller CAPE™
ETN
Current sector CAPE ratio
20-Y  rolling average of  sector CAPE
ratio
1
=
RELATIVE
CAPE
INDICATOR
Source: Barclays, 9/28/1972-12/31/2012. Past performance is not indicative of future results.
1. The 20 year data entering the average is winsorized (i.e. filtered to exclude extremely high or low data points) at the 5% level, aiming to eliminating
extreme events in the history of a sector.
The Index calculates the Relative CAPE Indicator  for the nine US equity
sectors,
and
the
five
most
undervalued
sectors
are
selected:

Value Trap and Momentum
The “ Value Trap ”:
•
In general, undervalued stocks have historically outperformed equity benchmarks over
the long term
1
.
•
However,
some
assets
may
appear
undervalued
when
their
low
price
is
actually
due
to fundamental or other reasons, and their value might continue to decline (so called
“ value trap ”).
A Price Momentum signal may assist in mitigating this potential issue:
•
By discarding sectors with recent negative performance, price momentum seeks to
avoid sectors that may fall in value in the short term.
The Index incorporates a momentum factor by:
•
Evaluating the trailing 12-month returns of the five most relatively undervalued
sectors;
•
Discarding from the Index allocation the worst-performing sector.
10   |  Barclays ETN+ Shiller CAPE™
ETN
1.
Eugene
F.
Fama
and
Kenneth
R.
French,
“The
Cross-Section
of
Expected
Stock
Returns,”
Journal
of
Finance,
47:2,
427-65,
June
1992.

Sector CAPE Ratios
11   |  Barclays ETN+ Shiller CAPE™
ETN
Source: Barclays, 1/2/1992 –
3/28/2013.  Past performance is not indicative of future results .

Selected Risk Considerations
An investment in the ETNs described herein (the “ETNs”) involves risks.  Selected risks are summarized here, but we urge you to read the more detailed
explanation
of
risks
described
under
“Risk
Factors”
in
the
applicable
prospectus
supplement
and
pricing
supplement. 
You
May
Lose
Some
or
All
of
Your
Principal :
The
ETNs
are
exposed
to
any
decrease
in
the
level
of
the
underlying
index
between
the
inception
date
and
the applicable valuation date.  Additionally, if the level of the underlying index is insufficient to offset the negative effect
of the investor fee and other
applicable costs, you will lose some or all of your investment at maturity or upon redemption, even if the value of such index has increased.  Because the
ETNs are subject to an investor fee and any other applicable costs, the return on the ETNs will always be lower than the total return on a direct investment in
the index components.  The
ETNs
are
riskier
than
ordinary
unsecured
debt
securities
and
have
no
principal
protection.
Credit
of
Barclays
Bank
PLC :
The
ETNs
are
unsecured
debt
obligations
of
the
issuer,
Barclays
Bank
PLC,
and
are
not,
either
directly
or
indirectly,
an
obligation
of
or
guaranteed
by
any
third
party.
Any
payment
to
be
made
on
the
ETNs,
including
any
payment
at
maturity
or
upon
redemption,
depends
on
the
ability of Barclays Bank PLC to satisfy its obligations as they come due.  As a result, the actual and perceived creditworthiness of Barclays Bank PLC will
affect the market value, if any, of the ETNs prior to maturity or redemption.  In addition, 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 ETNs.
Issuer
Redemption :
Barclays
Bank
PLC
will
have
the
right
to
redeem
or
“call”
the
ETNs
(in
whole
but
not
in
part)
at
its
sole
discretion
and
without
your
consent on any trading day on or after the inception date until and including maturity.
Dynamic
Allocation
and
Strategy
Risk:
The
value
of
the
index
will
depend
upon
the
success
of
the
index
in
dynamically
allocating
among
the
Sector
Indices.  The allocation among the Sector Indices is based upon a proprietary index methodology sponsored by Barclays Bank PLC that may not provide
outperformance
relative
to
any
alternative
allocation
among
the
Sector
Indices
or
a
diversified
portfolio
generally,
and
is
made
in
accordance
with
pre-defined
weightings that may not be optimal.
Market and Volatility Risk:
The
market
value
of
the
ETNs
may
be
influenced
by
many
unpredictable
factors
and
may
fluctuate
between
the
date
you
purchase them and the maturity date or redemption date. You may also sustain a significant loss if you sell your ETNs in the secondary market.  Factors that
may influence the market value of the ETNs include prevailing market prices of the U.S. stock markets, the index components included in the underlying index,
and prevailing market prices of options on such index or any other financial instruments related to such index; and supply and demand for the ETNs, including
economic, financial, political, regulatory, geographical or judicial events that affect the level of such index or other financial instruments related to such index.
A Trading
Market
for
the
ETNs
May
Not
Develop :
Although
the
ETNs
are
listed
on
NYSE
Arca,
a
trading
market
for
the
ETNs
may
not
develop
and
the
liquidity of the ETNs may be limited, as we are not required to maintain any listing of the ETNs.
No
Interest
Payments
from
the
ETNs :
You may not receive any interest payments on the ETNs.
Restrictions
on
the
Minimum
Number
of
ETNs
and
Date
Restrictions
for
Redemptions :
You
must
redeem
at
least
25,000
ETNs
at
one
time
in
order
to
exercise your right to redeem your ETNs on any redemption date.
You may only redeem your ETNs on a redemption date if we receive a notice of redemption
from you by certain dates and times as set forth in the pricing supplement.
Uncertain Tax Treatment :
Significant aspects of the tax treatment of the ETNs are uncertain.  You should consult your own tax advisor about your own tax
situation.
12   |  Barclays ETN+ Shiller CAPE Sector Rotation ETN

Selected Risk Considerations
Barclays Bank PLC has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. 
Before
you
invest,
you
should
read
the
prospectus
and
other
documents
Barclays
Bank
PLC
has
filed
with
the
SEC
for
more
complete
information
about
the
issuer
and
this
offering.
You
may
get
these
documents
for
free
by
visiting
EDGAR
on
the
SEC
website
at
www.sec.gov .
Alternatively,
Barclays
Bank
PLC
will
arrange
for
Barclays
Capital
Inc.
to
send
you
the
prospectus
if
you
request
it
by
calling
toll-free
1-888-227-2275
(ext.
2-
3430), or you may
request a copy from
any other
dealer participating in the offering.
The ETNs may be sold throughout the day on the exchange through any brokerage account. Commissions may apply and there are tax consequences in the
event of sale, redemption or maturity of ETNs.
“Shiller Barclays CAPE      US Core Sector Index”
is a trademark of Barclays Bank PLC. 
“CAPE    ”
is a trademark of RSBB-I, LLC
(“RSBB”) and has been licensed for certain purposes by Barclays Bank PLC.
Standard & Poor’s
®
, S&P 500
®
, S&P
®
and S&P 500
®
Total Return are registered trademarks of Standard & Poor’s Financial Services, LLC (“S&P”) and Dow
Jones
®
is a registered trademark of Dow Jones Trademark Holdings LLC (“Dow Jones”).  These trademarks have been licensed for use by S&P Dow Jones
Indices
LLC
and
its
affiliates
and
sublicensed
for
certain
purposes
by
Barclays
Bank
PLC.
The
Shiller
Barclays
CAPE
US
Core
Sector
Index
(the
“Index”)
which
is
based
on
the
S&P
500
®
and
the
Sector
Indices
is
not
sponsored
or
endorsed
by
S&P
Dow
Jones
Indices
LLC,
Dow
Jones,
S&P,
or
any
of
their
respective subsidiaries or affiliates (collectively, “S&P Dow Jones Indices”), but is published with their consent. The ETNs based on the Index are not
sponsored or endorsed by S&P Dow Jones Indices or any of their respective affiliates and S&P Dow Jones Indices makes no representation or warranty,
express or implied, to the owners of the ETNs or any member of the public regarding the advisability of investing in securities generally or in the ETNs
particularly or the ability of the Index to track general market
performance.
The Shiller Barclays CAPE US Index Family has been developed in part by RSBB, LLC, the research principal of which is Robert J. Shiller. RSBB, LLC is not
an investment advisor and does not guarantee the accuracy and completeness of the Shiller Barclays CAPE US Index Family or any data or methodology
either included therein or upon which it is based. RSBB, LLC shall have no liability for any errors, omissions or interruptions therein and makes no warranties
expressed
or
implied,
as
to
the
performance
or
results
experienced
by
any
party
from
the
use
of
any
information
included
therein
or
upon
which
it
is
based,
and
expressly
disclaims
all
warranties
of
the
merchantability
or
fitness
for
a
particular
purpose
with
respect
thereto,
and
shall
not
be
liable
for
any
claims
or
losses of any nature in connection with the use of such information, including but not limited to, lost profits or punitive or consequential damages even, if
RSBB, LLC is advised of the possibility of same.
©
2013 Barclays Bank PLC. All rights reserved. All other trademarks, servicemarks or registered trademarks are the property, and used with the permission,
of their respective owners.
NOT FDIC INSURED ·
NO BANK GUARANTEE ·
MAY LOSE VALUE
13   |  Barclays ETN+ Shiller CAPE Sector Rotation ETN
TM
TM
TM