UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K



(Mark One)

|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|- | ----------------------------------------------------------------------------------------
|  | For the fiscal year ended: December 31, 2019                                            
|  | or                                                                                      
| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|  | For Transition period _______________                                                   





Commission File Number of issuing entity:
333-182087-01, 333-197848, 333-200980, 333-205943, 333-228394
Central Index Key Number of issuing entity: 0001552111

BARCLAYS DRYROCK ISSUANCE TRUST

(Exact Name of Issuing Entity as Specified
in Its Charter)
(Issuer of the Notes)

Central Index Key Number of depositor: 0001551964

BARCLAYS DRYROCK FUNDING LLC

(Exact Name of Depositor as Specified
in Its Charter)

Central Index Key Number of sponsor: 0001551423

BARCLAYS BANK DELAWARE

(Exact Name of Sponsor as Specified
in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation
or Organization of the Issuing Entity)

c/o Wilmington Trust, National Association
Rodney Square North
1100 North Market Street
Wilmington, DE 19890

(Address of Principal Executive Offices
of Issuing Entity)

(302) 651-1000

(Telephone number, including area code)

30-6324196

(I.R.S. Employer Identification No.)







Not Applicable
(Former name, former address, if changed since last report)








Securities registered pursuant to Section 12(b) of the
Act:	 None

Securities registered pursuant to Section 12(g) of the
Act:	 None

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.	 o Yes	ý No

Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or Section 15(d) of the Act.	o Yes	ý No

Indicate by check mark whether the registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
	ý Yes	o No

Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). 	ý
Yes	o No

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filer   | o
|------------------------- | -
|Accelerated filer         | o
|Non-accelerated filer     | ý
|Smaller reporting company | o
|Emerging growth company   | o



If an emerging growth company, indicate by check mark if
the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.		 o

Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).o Yes	ý No

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average
bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second
fiscal quarter.

Registrant has no voting or non-voting common equity outstanding
held by non-affiliates as of the date of this report, has not been involved in bankruptcy proceedings during the past five years
and is not a corporate registrant. Documents Incorporated by Reference. None.








PART I

The following Items have been omitted in accordance with
General Instruction J to Form 10–K:

Item 1: Business.
Item 1A: Risk Factors.
Item 2: Properties.
Item 3: Legal Proceedings.

Item 1B. Unresolved Staff Comments.

Not Applicable.

Item 4: Mine Safety Disclosures.

Not Applicable.

PART II

The following Items have been omitted in accordance with
General Instruction J to Form 10–K:

|Item 5:  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|-------- | -------------------------------------------------------------------------------------------------------------
|Item 6:  | Selected Financial Data.                                                                                     
|Item 7:  | Management’s Discussion and Analysis of Financial Condition and Results of Operations.                       
|Item 7A: | Quantitative and Qualitative Disclosures about Market Risk.                                                  
|Item 8:  | Financial Statements and Supplementary Data.                                                                 
|Item 9:  | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.                        
|Item 9A: | Controls and Procedures.                                                                                     



Item 9B: Other Information.

None.

PART III

The following Items have been omitted in accordance with
General Instruction J to Form 10–K:

|Item 10: | Directors, Executive Officers and Corporate Governance.                                        
|-------- | -----------------------------------------------------------------------------------------------
|Item 11: | Executive Compensation.                                                                        
|Item 12: | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|Item 13: | Certain Relationships and Related Transactions, and Director Independence.                     
|Item 14: | Principal Accounting Fees and Services.                                                        

PART IV

Item 15. Exhibits, Financial Statement Schedules.

(a)(1)       Not
Applicable.

(a)(2)       Not
Applicable.

(a)(3)

|Exhibit
        Number |  | Description
|---------------------- |  | -----------



|3.1   |  | Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC dated as of June 7, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                      
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1.1 |  | First Amendment to Second Amended and Restated Limited Liability Company Agreement  of Barclays Dryrock Funding LLC dated as of May 13, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2016).                                                                                                                                                                                                                                                                                                                                                                                          
|4.1   |  | Amended and Restated Receivables Purchase Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                                                         
|4.2   |  | Amended and Restated Transfer Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                              
|4.2.1 |  | First Amendment to Amended and Restated Transfer Agreement dated as of March 1, 2017, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017).                                                                                                                                                                                                                                                                                                                                         
|4.3   |  | Amended and Restated Indenture for the Notes dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                                                     
|4.3.1 |  | First Amendment to Amended and Restated Indenture for the Notes dated as of July 6, 2015, between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015).                                                                                                                                                                                                                                                                                                                                                                  
|4.4.1 |  | Series 2015-1 Indenture Supplement for the Notes dated as of March 12, 2015 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware (incorporated by reference to Exhibit 4.4 to the current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2015).                                                                                                                                                                                                                                                                                                                    
|4.4.2 |  | Omnibus Amendment to Series 2012-2 Indenture Supplement, Series 2013-1 Indenture Supplement, Series 2014-1 Indenture Supplement, Series 2014-2 Indenture Supplement, Series 2014-3 Indenture Supplement, Series 2014-4 Indenture Supplement, Series 2014-5 Indenture Supplement, Series 2015-1 Indenture Supplement and Series 2015-2 Indenture Supplement for the Notes dated as of July 6, 2015 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015).









|4.4.3  |  | Omnibus Amendment to Series 2014-1 Indenture Supplement, Series 2014-2 Indenture Supplement, Series 2014-3 Indenture Supplement, Series 2014-4 Indenture Supplement, Series 2014-5 Indenture Supplement, Series 2015-1 Indenture Supplement, Series 2015-2 Indenture Supplement, Series 2015-3 Indenture Supplement and Series 2015-4 Indenture Supplement for the Notes dated as of May 13, 2016 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2016).
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4.4  |  | Series 2017-1 Indenture Supplement for the Notes dated as of May 23, 2017 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017).                                                                                                                                                                                                                                                                                                                        
|4.4.5  |  | Series 2017-2 Indenture Supplement for the Notes dated as of July 31, 2017 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2017).                                                                                                                                                                                                                                                                                                                     
|4.4.6  |  | Series 2018-1 Indenture Supplement for the Notes dated as of September 21, 2018 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2018).                                                                                                                                                                                                                                                                                                            
|4.4.7  |  | Omnibus Amendment to Indenture Supplements and Amended and Restated Indenture dated as of September 21, 2018 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2018).                                                                                                                                                                                                                                                                                                                                                                          
|4.4.8  |  | Series 2019-1 Indenture Supplement for the Notes dated as of August 15, 2019 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2019).                                                                                                                                                                                                                                                                                                                  
|4.5    |  | Amended and Restated Servicing Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Bank Delaware, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                                      
|10.1   |  | Second Amended and Restated Trust Agreement dated as of June 8, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                          
|10.1.1 |  | First Amendment to Second Amended and Restated Trust Agreement dated as of July 6, 2015, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015).                                                                                                                                                                                                                                                                                                                                                                                              









|10.1.2 |  | Asset Representations Reviewer Agreement dated as of May 13, 2016, by and among Barclays Bank Delaware, Clayton Fixed Income Services LLC and Barclays Dryrock Issuance Trust (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K files with the Securities and Exchange Commission on May 13, 2016).                                                                 
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.2   |  | Second Amended and Restated Seller Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended and restated as of November 1, 2016, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2016).
|10.3   |  | Services Agreement dated as of July 31, 2012 between Barclays Bank PLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99.4 to Amendment No. 2 to Form S-3 Registration Statement filed with the Securities and Exchange Commission on August 13, 2012 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                              
|31.1   |  | Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934 Certification (Section 302 of the Sarbanes-Oxley Act of 2002 Certification).                                                                                                                                                                                                                                                
|33.1   |  | Report on Assessment of Compliance with Servicing Criteria for Barclays Bank Delaware.                                                                                                                                                                                                                                                                                                         
|33.2   |  | Report on Assessment of Compliance with Servicing Criteria for Barclays Bank PLC.                                                                                                                                                                                                                                                                                                              
|33.3   |  | Report on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association.                                                                                                                                                                                                                                                                                                 
|34.1   |  | Independent Accountants’ Attestation Report concerning servicing activities of Barclays Bank Delaware.                                                                                                                                                                                                                                                                                         
|34.2   |  | Independent Accountants’ Attestation Report concerning servicing activities of Barclays Bank PLC.                                                                                                                                                                                                                                                                                              
|34.3   |  | Independent Accountants’ Attestation Report concerning servicing activities of U.S. Bank National Association.                                                                                                                                                                                                                                                                                 
|35.1   |  | Servicer Compliance Statement of Barclays Bank Delaware.                                                                                                                                                                                                                                                                                                                                       
|35.2   |  | Servicer Compliance Statement of Barclays Bank PLC.                                                                                                                                                                                                                                                                                                                                            

(b)       (b)
Exhibit list.

|Exhibit
        Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                     
|---------------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                    |  | Second Amended and Restated Limited Liability Company Agreement of Barclays Dryrock Funding LLC dated as of June 7, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).
|3.1.1                  |  | First Amendment to Second Amended and Restated Limited Liability Company Agreement  of Barclays Dryrock Funding LLC dated as of May 13, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2016).                                                                                                                                                    









|4.1   |  | Amended and Restated Receivables Purchase Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                                                                                          
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.2   |  | Amended and Restated Transfer Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                                                               
|4.2.1 |  | First Amendment to Amended and Restated Transfer Agreement dated as of March 1, 2017, among Barclays Dryrock Funding LLC, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on March 1, 2017).                                                                                                                                                                                                                                                                                                                                                                          
|4.3   |  | Amended and Restated Indenture for the Notes dated as of August 1, 2012, as amended and restated as of December 17, 2013, between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                                                                                                                                                                                      
|4.3.1 |  | First Amendment to Amended and Restated Indenture for the Notes dated as of July 6, 2015, between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015).                                                                                                                                                                                                                                                                                                                                                                                                   
|4.4.1 |  | Series 2015-1 Indenture Supplement for the Notes dated as of March 12, 2015 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware (incorporated by reference to Exhibit 4.4 to the current Report on Form 8-K filed with the Securities and Exchange Commission on March 12, 2015).                                                                                                                                                                                                                                                                                                                                                     
|4.4.2 |  | Omnibus Amendment to Series 2012-2 Indenture Supplement, Series 2013-1 Indenture Supplement, Series 2014-1 Indenture Supplement, Series 2014-2 Indenture Supplement, Series 2014-3 Indenture Supplement, Series 2014-4 Indenture Supplement, Series 2014-5 Indenture Supplement, Series 2015-1 Indenture Supplement and Series 2015-2 Indenture Supplement for the Notes dated as of July 6, 2015 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015).                                 
|4.4.3 |  | Omnibus Amendment to Series 2014-1 Indenture Supplement, Series 2014-2 Indenture Supplement, Series 2014-3 Indenture Supplement, Series 2014-4 Indenture Supplement, Series 2014-5 Indenture Supplement, Series 2015-1 Indenture Supplement, Series 2015-2 Indenture Supplement, Series 2015-3 Indenture Supplement and Series 2015-4 Indenture Supplement for the Notes dated as of May 13, 2016 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 13, 2016).
|4.4.4 |  | Series 2017-1 Indenture Supplement for the Notes dated as of May 23, 2017 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on May 23, 2017).                                                                                                                                                                                                                                                                                                                        









|4.4.5  |  | Series 2017-2 Indenture Supplement for the Notes dated as of July 31, 2017 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 1, 2017).                                                                           
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.4.6  |  | Series 2018-1 Indenture Supplement for the Notes dated as of September 21, 2018 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2018).                                                                  
|4.4.7  |  | Omnibus Amendment to Indenture Supplements and Amended and Restated Indenture dated as of September 21, 2018 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 26, 2018).                                                                                                                                
|4.4.8  |  | Series 2019-1 Indenture Supplement for the Notes dated as of August 15, 2019 between Barclays Dryrock Issuance Trust and U.S. Bank National Association, and acknowledged and agreed to by Barclays Bank Delaware and Barclays Dryrock Funding LLC (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 19, 2019).                                                                        
|4.5    |  | Amended and Restated Servicing Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013, among Barclays Dryrock Funding LLC, Barclays Bank Delaware, Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).            
|10.1   |  | Second Amended and Restated Trust Agreement dated as of June 8, 2012, as amended and restated as of August 1, 2012 and as further amended and restated as of December 17, 2013, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.2 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).
|10.1.1 |  | First Amendment to Second Amended and Restated Trust Agreement dated as of July 6, 2015, between Barclays Dryrock Funding LLC and Wilmington Trust, National Association (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2015).                                                                                                                                                    
|10.1.2 |  | Asset Representations Reviewer Agreement dated as of May 13, 2016, by and among Barclays Bank Delaware, Clayton Fixed Income Services LLC and Barclays Dryrock Issuance Trust (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K files with the Securities and Exchange Commission on May 13, 2016).                                                                                                                                               
|10.2   |  | Second Amended and Restated Seller Agreement dated as of August 1, 2012, as amended and restated as of December 17, 2013 and as amended and restated as of November 1, 2016, between Barclays Dryrock Funding LLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2016).                                                                              
|10.3   |  | Services Agreement dated as of July 31, 2012 between Barclays Bank PLC and Barclays Bank Delaware (incorporated by reference to Exhibit 99.4 to Amendment No. 2 to Form S-3 Registration Statement filed with the Securities and Exchange Commission on August 13, 2012 (File Nos. 333-182087, 333-182087-01 and 333-182087-02)).                                                                                                                                            









|31.1 |  | Rule 13a-14(d)/15d-14(d) under the Securities Exchange Act of 1934 Certification (Section 302 of the Sarbanes-Oxley Act of 2002 Certification).
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|33.1 |  | Report on Assessment of Compliance with Servicing Criteria for Barclays Bank Delaware.                                                         
|33.2 |  | Report on Assessment of Compliance with Servicing Criteria for Barclays Bank PLC.                                                              
|33.3 |  | Report on Assessment of Compliance with Servicing Criteria for U.S. Bank National Association.                                                 
|34.1 |  | Independent Accountants’ Attestation Report concerning servicing activities of Barclays Bank Delaware.                                         
|34.2 |  | Independent Accountants’ Attestation Report concerning servicing activities of Barclays Bank PLC.                                              
|34.3 |  | Independent Accountants’ Attestation Report concerning servicing activities of U.S. Bank National Association.                                 
|35.1 |  | Servicer Compliance Statement of Barclays Bank Delaware.                                                                                       
|35.2 |  | Servicer Compliance Statement of Barclays Bank PLC.                                                                                            

Item 16. Form 10-K Summary.

Not applicable.

Substitute information provided in accordance with General
Instruction J to Form 10–K:

Item 1112(b) of Regulation AB. Significant Obligors
of Pool Assets (Financial Information).

Not applicable.

Item 1114(b)(2) of Regulation AB: Credit Enhancement
and Other Support, Except for Certain Derivatives Instruments (Financial Information).

Not applicable.

Item 1115(b) of Regulation AB: Certain Derivatives
Instruments (Financial Information).

Not applicable.

Item 1117 of Regulation AB: Legal Proceedings.

Except as set forth below, are no legal
proceedings pending (or proceedings known to be contemplated by governmental authorities) against any of Barclays Bank Delaware,
Barclays Dryrock Funding LLC, U.S. Bank National Association, Wilmington Trust, National Association or Barclays Dryrock Issuance
Trust, or of which any property of the foregoing is subject, that are material to holders of the notes.

BBD is a defendant in a number of putative
class action cases commenced in 2005 in various federal district courts by merchants alleging that Visa U.S.A., Inc. (“Visa”),
MasterCard International (“MasterCard”) and their member banks conspired to fix interchange fees and unlawfully
bundle several separate and distinct services, such as payment protection and transaction processing costs, in violation of the
U.S. antitrust laws. The merchants also alleged that the defendants imposed other restraints on merchants in connection with accepting
payment cards and that such alleged restraints violated the antitrust laws. Visa, MasterCard and several other payment card issuing
banks are also defendants in the proceedings, which have been consolidated into a single proceeding in the Eastern District of
New York, MDL No. 1720.







The merchants’ complaints sought
an unspecified amount of damages and injunctive relief. By an order dated January 9, 2008, the court dismissed class damage claims
prior to January 1, 2004; accordingly, the period over which any damages may be awarded is January 1, 2004 to the date of the award.

On July 13, 2012, the parties filed a
proposed settlement agreement with the court under which the defendants agreed to pay the class plaintiffs $6.05 billion, to make
network rule changes and to give other relief (the “2012 class settlement”). The 2012 class settlement included
a provision pursuant to which Visa and MasterCard would reduce U.S. interchange rates 10 bps during an eight-month period from
July 29, 2013 through March 29, 2014. On the same day, defendants announced that they reached an agreement in principle to settle
with a group of individual plaintiffs that were not members of the class. The 2012 class settlement was approved by District Judge
John Gleeson on December 13, 2013, who then entered an agreed form of final judgment on January 14, 2014.

A number of merchants, including several
large retailers, elected against participation in the 2012 class settlement, “opting out” of that settlement and pursuing
separate actions on the same or similar claims as those alleged by the putative class plaintiffs. Some of these merchants commenced
new actions against Visa, MasterCard, and certain member banks, not including BBD, which remain pending. Although the class settlement
fund was reduced to account for opt-outs, resulting in a refund to BBD of a portion of its share of the class settlement fund,
total settlement payments by BBD to opt-out plaintiffs may be higher than the amount of that refund. If so, BBD will be liable
for its share of the excess over the refund under the terms of a judgment sharing agreement with Visa, MasterCard, and the other
payment card issuing bank defendants. As of the date hereof, Visa and MasterCard have settled a number of these opt-out actions
and BBD has contributed to the settlement of those actions in accordance with the judgment sharing agreements. The amount of those
settlements has exceeded what each of those plaintiffs would have been paid as a result of the 2012 class settlement.

The National Retail Federation and a number
of merchants appealed the judgment entering the 2012 class settlement to the United States Court of Appeals for the Second Circuit.
On June 30, 2016, the Second Circuit reversed District Judge Gleeson’s ruling approving the 2012 class settlement and remanded
the action back to the Eastern District of New York.

Following remand of the case, the District
Court reappointed counsel to represent members of the putative class seeking primarily (but not exclusively) damages pursuant to
Federal Rule of Civil Procedure 23(b)(3) and appointed new counsel to represent class members seeking primarily equitable relief
pursuant to Federal Rule of Civil Procedure 23(b)(2).

Counsel for the Rule 23(b)(3) putative
class members moved for leave to file an amended complaint adding factual allegations and legal theories to conform to developments
in the law, as well as damage claims for additional years of alleged damages. On September 27, 2017, Magistrate Judge James Orenstein
granted the Rule 23(b)(3) plaintiffs’ motion to amend in part and denied it in part, allowing the plaintiffs to amend their
complaints to add their additional legal and factual theories, but holding that those theories would only apply to the preceding
four years and would not relate back to the date of filing of the initial complaints in 2005. On October 30, 2017, the Rule 23(b)(3)
plaintiffs filed their amended complaint.

The Rule 23(b)(3) plaintiffs also appealed
Magistrate Judge Orenstein’s ruling to District Judge Margo Brodie. On August 30, 2018, District Judge Brodie set aside Magistrate
Judge Orenstein’s ruling, holding that plaintiffs’ additional legal and factual theories related back to the original
filing dates for the Rule 23(b)(3) complaints and, for similar reasons, that comparable theories advanced by merchants that elected
not to participate in the 2012 class settlement and are suing the same defendants separately were entitled to have had their claims
considered to be tolled such that they would be treated as timely.

Counsel for the Rule 23(b)(2) putative
class members filed a separate complaint seeking broad equitable relief against allegedly anticompetitive conduct as well as Visa
and MasterCard network rules (the “Rule 23(b)(2) Class Action”). On January 16, 2019, BBD and the other bank
defendants moved to dismiss the Rule 23(b)(2) class plaintiffs’ claims.  On November 20, 2019, the Court denied the
bank defendants’ motion to dismiss. Pursuant to a stipulation approved by the Court on May 2, 2017, BBD and the other bank
defendants will file an answer to the (b)(2) action complaint on a date to be determined in coordination with the other bank defendants
who are named by







a number of merchants in certain of the “opt-out”
plaintiffs’ actions arising from the 2012 class settlement, to which BBD is not a party.

On February 17, 2017, BBD was named as
a defendant in a case filed in Harris County Texas District Court (the “Texas Action”). Plaintiffs allege that
Visa, MasterCard, and the named defendant member banks agreed, with respect to Visa and MasterCard branded payment cards, to fix
interchange fees, unlawfully bundle separate and distinct services, and otherwise engage in monopolistic and anticompetitive behavior
in violation of the Texas Free Enterprise and Antitrust Act of 1983. Plaintiffs seek unspecified damages and injunctive relief.
On April 5, 2017, certain defendants, including BBD, filed special appearances in the Texas District Court on the grounds that
the court lacks personal jurisdiction over such defendants. On the same day, defendants jointly removed the case to the U.S. District
Court for the Southern District of Texas. On April 7, 2017, the plaintiffs moved to remand the case to state court and filed an
amended complaint. On August 3, 2017, the action was transferred to the Eastern District of New York to be included in the pending
multi-district litigation, MDL No. 1720. The District Court for the Eastern District of New York denied the plaintiffs’ motion
to remand on September 18, 2018. On November 26, 2018, the plaintiffs filed a second amended complaint adding claims for violation
of Sections I and II of the Sherman Antitrust Act against all defendants. BBD answered the second amended complaint on December
21, 2018. The District Court has yet to establish a calendar for further fact discovery, expert discovery, and substantive motions.

On September 17, 2018, all defendants
entered into a settlement agreement with the Rule 23(b)(3) class plaintiffs to resolve their claims (the “Settlement Agreement”). 
The Settlement Agreement amends and supersedes the 2012 class settlement. The Settlement Agreement resolves the damages claims
of the plaintiffs in the interchange fee litigation pending in the United States District Court for the Eastern District of New
York, subject to any of those plaintiffs choosing to opt out of the Settlement Agreement and pursue their own actions, with the
class plaintiffs agreeing to receive $6.20 billion to settle this matter. BBD has contributed to the this class settlement in accordance
with the judgment sharing agreements. On December 13, 2019, the United States District Court for the Eastern District of New York
granted final approval of the Settlement Agreement (the “(b)(3) Class Settlement Final Approval”). Several objectors
have filed appeals in connection with the (b)(3) Class Settlement Final Approval.

On July 20, 2019, forty-five merchants
filed an opt-out suit in the Northern District of California, asserting claims against Visa and MasterCard that are generally similar
to the claims raised by the Rule 23(b)(3) plaintiffs. This suit was transferred to the Eastern District of New York to be coordinated
with the MDL No. 1720 proceedings. Since July 2019, several additional opt-out claims have been initiated, and BBD anticipates
that additional opt-out claims may be initiated. While the Settlement Agreement provides that the class settlement fund will be
reduced to account for opt-outs, resulting in a refund to BBD of a portion of its share of the class settlement fund provided by
the Settlement Agreement, total settlement payments by BBD to opt-out plaintiffs that opt out of the Settlement Agreement may be
higher than the amount of that refund. If so, BBD will be liable for its share of the excess over the refund under the terms of
a judgment sharing agreement with Visa, MasterCard, and the other payment card issuing bank defendants.

Because of the inherent uncertainties
involved in the Rule 23(b)(2) Class Action, the “opt-out” plaintiffs’ actions arising from the 2012 class settlement,
the Texas Action, and the prospect of additional “opt-out” plaintiffs’ actions arising from the Settlement Agreement,
it is too early to reliably estimate the ultimate liability BBD may incur or whether the results could be material to the operation
or cash flows of BBD. Any reduction in the interchange fees paid by merchants to banks could adversely impact the business operations
of credit card issuers, such as BBD, and could reduce the amount of interchange included in finance charge collections.

Item 1119 of Regulation AB: Affiliations and Certain
Relationships and Related Transactions.

Information required by Item 1119
of Regulation AB has been omitted from this report on Form 10-K in reliance on the Instruction to Item 1119.

Item 1122 of Regulation AB: Compliance with Applicable
Servicing Criteria.

Each of BBD, Barclays Bank PLC (“BBPLC”)
and U.S. Bank National Association (each, a “Servicing Participant”) has been identified by the registrant as a party
participating in the servicing function with respect to the







pool assets held by the Trust. Each Servicing Participant
has completed a report on an assessment of compliance with the servicing criteria applicable to such Servicing Participant (each,
a “Report on Assessment”) as of, and for the period from January 1, 2019 to December 31, 2019, which Reports on Assessment
are included as exhibits to this Form 10-K. In addition, each Servicing Participant has provided an attestation report (each, an
“Attestation Report”) by a registered independent public accounting firm regarding its related Report on Assessment.
Each Attestation Report is attached as an exhibit to this Form 10-K. No Report on Assessment or related Attestation Report has
identified: (i) any material instance of noncompliance with the servicing criteria identified in such Report on Assessment as applicable
to the related Servicing Participant or (ii) any material deficiency in such Servicing Participant’s policies and procedures
to monitor vendor compliance.

Item 1123 of Regulation AB: Servicer Compliance Statement.

Each of BBD and BBPLC has been identified
by the registrant as a servicer meeting the criteria of Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB with respect to the
pool assets held by the Trust. Each of these servicers has provided a statement of compliance (a “Compliance Statement”),
which has been signed by an authorized officer of such related servicer. Each Compliance Statement is attached as an exhibit to
this Form 10-K.









SIGNATURES

Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

Date: March 27, 2020

| | Barclays Dryrock Issuance Trust         
| | ----------------------------------------
| |                                         
| | By:  Barclays Bank Delaware, as Servicer
| |                                         
| | By:                                     
| |                                         
| |                                         
| |                                         
| |                                         











Supplemental Information to be Furnished
With Reports Filed Pursuant to Section 15(d) of the Act by Registrants Which Have Not Registered Securities Pursuant to Section
12 of the Act.



No annual report or proxy materials have been
sent to security holders and no such report or proxy materials are to be furnished to security holders subject to the filing of
this Annual Report on Form 10-K.