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,
2013

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
        BARCLAYS DRYROCK ISSUANCE TRUST
|(Exact Name of Issuing Entity as Specified
        in Its Charter)
        (Issuer of the Notes)       

Commission File Number of depositor: 333-182087-02

BARCLAYS DRYROCK FUNDING LLC

(Exact Name of Depositor as Specified in
Its Charter)



Commission File Number of sponsor: 333-182087

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.)                                                                                                
|                                                                                                                                    
|Dryrock Issuance Trust                                                                                                              
|(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.  ̈Yes    x    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.     ̈Yes    x    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.    x  Yes     ̈  No



Indicate by check mark whether the registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted
and posted 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 and post such files). xYes
  ̈ No [Rule 405 of Regulation S-T is not applicable.]

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s
knowledge, in definitive proxy or information statements incorporated by reference in Part II of the Form 10-K or any amendment
to this form 10-K.    x   [Item 405 of Regulation S-K
is not applicable.]

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

|Large accelerated filer   ̈ |                                               | Accelerated filer   ̈        
|-------------------------- | --------------------------------------------- | ----------------------------
|Non-accelerated filer  x   | (Do not check if a smaller reporting company) | Smaller reporting company   ̈

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

Registrant has no voting or non-voting common equity outstanding
held by non-affiliates.

Documents Incorporated by Reference.
See Item 15(b).










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 4:  | [Reserved].       

Item 1B. Unresolved Staff Comments.

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).

The pool assets
held by Barclays Dryrock Issuance Trust (the “Trust”) do not include any significant obligors.

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

Based on the standards set forth in
Item 1114(b)(2) of Regulation AB, no information is required in response to this Item.

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

Based on the standards set forth in
Item 1115(b) of Regulation AB, no information is required in response to this Item.

Item 1117 of Regulation AB: Legal Proceedings.



Barclays Bank Delaware (“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 bundled several separate and distinct services, such as payment
protection and transaction processing costs, in violation of the U.S. antitrust laws. The merchants also allege that the defendants
impose other restraints on merchants in connection with accepting credit cards and that such alleged restraints violate the antitrust
laws. Visa, MasterCard and several other banks are also defendants in the proceedings, which have been consolidated into a single
proceeding in the Eastern District of New York. Several individual merchants also have commenced similar actions against Visa and
MasterCard that have been joined with the putative class actions for pre-trial purposes.



The merchants seek 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.



Fact and expert discovery have closed. Motions
to dismiss the complaints in whole or in part, a motion to certify a class of retail plaintiffs and summary judgment motions have
been briefed, argued and submitted. Decisions on all motions have been deferred pending the outcome of the settlement process described
below that is currently underway.



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, and to make association
rule changes and give other relief. The settlement agreement also includes 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. The settlement was
approved by Judge John Gleeson on December 13, 2013. The National Retail Federation has appealed that settlement to the United
States Court of Appeals for the Second Circuit. A number of merchants, including several large retailers, have elected to ‘‘opt
out’’ of the proposed settlement. Opting out allows these merchants to commence separate actions on these matters and
some of these merchants have already commenced new actions against Visa and MasterCard. Although the class settlement fund will
be reduced to account for opt outs, opt out settlements may be higher than the amount of that reduction and, if so, BBD will be
liable for a share of the residual under the terms of a judgment sharing agreement with the defense group.









BBD is a defendant in a new antitrust proceeding
filed on October 2, 2013 in the District Court of Victoria County, Texas, removed to the United States District Court of the Southern
District of Texas on October 31, 2013 and remanded back to the District Court of Victoria County, Texas on December 26, 2013. In
this action a number of merchants allege that Visa, MasterCard and their respective member banks, among other things, conspired
to fix interchange fees and impose various competitive restraints. Given the inherent uncertainties involved in these matters,
there is significant uncertainty as to the ultimate liability BBD may incur or whether the results could be material to the operation
or cash flows of BBD.





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.                                                        

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



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”),
REMITCO LLC 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, 2013 to December 31, 2013, 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.

Vendors

A Servicing Participant may engage
one or more vendors to perform specific and limited, or scripted activities that address all or a portion of one or more servicing
criteria applicable to such Servicing Participant. In general in these cases, the Servicing Participant has instituted policies
and procedures to monitor whether such vendors’ activities comply in all material respects with such servicing criteria,
and may elect to take responsibility for assessing compliance with the servicing criteria applicable to such vendors’ activities
in such Servicing Participant’s Report on Assessment. Where the Servicing Participant has not instituted such policies and
procedures, or where the Servicing Participant does not otherwise elect to take responsibility for assessing its vendors’
activities, the vendor is itself treated as a Servicing Participant and is required to provide its own Report on Assessment and
related Attestation Report.

Exceptions

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.

Platform-Level Reports

Regulations of the Securities and Exchange
Commission (the “SEC”) require that each Servicing Participant complete a Report on Assessment at a “platform”
level, meaning that the transactions covered by the Report on Assessment should include all asset-backed securities transactions
involving such Servicing Participant that are backed by the same asset type. Further guidance from the SEC staff identifies additional
parameters which a Servicing Participant may apply to define and further limit its platform. Each Servicing Participant is responsible
for defining its own platform, and each platform will naturally differ based on various factors, including the Servicing Participant’s
business model, the transactions in which it is involved and the range of activities performed in those transactions.

Based on our understanding of their
platforms and the guidance that is available at this time, we believe that the parameters by which the Servicing Participants have
defined their platforms should be permissible. However, because the guidance available at this time is subject to clarification
or change, we cannot assure you that the SEC and its staff will necessarily agree.

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.

PART IV

Item 15. Exhibits, Financial Statement Schedules.

| | (a)(1) | Not Applicable.
| | ------ | ---------------

| | (a)(2) | Not Applicable.
| | ------ | ---------------

| | (a)(3) | See Item 15(b) below.
| | ------ | ---------------------

| | (b) | Exhibits
| | --- | --------







|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).
|                       |                                                                                                                                                                                                                                                                                                                                                                                         



|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).
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------











|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).                                     
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|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).                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4.1 | Series 2012-1 Indenture Supplement for the Notes dated as of November 16, 2012 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.4(a) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2012).                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4.2 | Series 2012-2 Indenture Supplement for the Notes dated as of November 16, 2012 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.4(b) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2012).                                                                                                    
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4.3 | Omnibus Amendment to Series 2012-1 Indenture Supplement and Series 2012-2 Indenture Supplement for the Notes dated as of April 15, 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 April 15, 2013).                                                 
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4.4 | Series 2013-1 Indenture Supplement for the Notes dated as of October 10, 2013 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2013).                                                                                                         
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4.5 | Omnibus Amendment to Series 2012-1 Indenture Supplement, Series 2012-2 Indenture Supplement and Series 2013-1 Indenture Supplement for the Notes dated as of December 17, 2013 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013).       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|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).            
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|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).
|      |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.2  | Amended and Restated Seller 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 99.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013).                                                                            





|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 (File Nos. 333-182087, 333-182087-01 and 333-182087-02) filed with the Securities and Exchange Commission on August 13, 2012)
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                 
|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 Barclays Bank PLC.                                 
|     |                                                                                                               
|33.3 | Report on Assessment of Compliance with Servicing Criteria for REMITCO LLC.                                   
|     |                                                                                                               
|33.4 | 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 REMITCO LLC.                   
|     |                                                                                                               
|34.4 | 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.                                                           
|     | (c)     Not Applicable.                                                                                       







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.



| | Barclays Dryrock Issuance Trust                                                                      
| | -----------------------------------------------------------------------------------------------------
| |                                                                                                      
| | By: Barclays Bank Delaware, as Servicer                                                              
| |                                                                                                      
| |                                                                                                      
| | By:                                                                                                  
| | Name:                                                                                                
| | Title:                                                                                               
| |                                                                                                      
| | Date: March 17, 2014                                                                                 
| |                                                                                                      
| | *Gerald Pavelich is the senior officer in charge of the servicing function of Barclays Bank Delaware.









EXHIBIT INDEX



|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)                              
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|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).                                                                
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|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).                                     
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|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).                                                              
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4.1                  | Series 2012-1 Indenture Supplement for the Notes dated as of November 16, 2012 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.4(a) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2012).                                                                                                    
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4.2                  | Series 2012-2 Indenture Supplement for the Notes dated as of November 16, 2012 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.4(b) to the Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2012).                                                                                                    
|4.4.3                  | Omnibus Amendment to Series 2012-1 Indenture Supplement and Series 2012-2 Indenture Supplement for the Notes dated as of April 15, 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 April 15, 2013).                                                 
|4.4.4                  | Series 2013-1 Indenture Supplement for the Notes dated as of October 10, 2013 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 10, 2013).                                                                                                         
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|4.4.5                  | Omnibus Amendment to Series 2012-1 Indenture Supplement, Series 2012-2 Indenture Supplement and Series 2013-1 Indenture Supplement for the Notes dated as of December 17, 2013 between Barclays Dryrock Issuance Trust and U.S. Bank National Association (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013).       
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|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).            
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|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).
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      
|10.2                   | Amended and Restated Seller 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 99.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2013).                                                                             
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                      









|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 (File Nos. 333-182087, 333-182087-01 and 333-182087-02) filed with the Securities and Exchange Commission on August 13, 2012).
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                  
|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 Barclays Bank PLC.                                                                                                                                                                                                                                                    
|     |                                                                                                                                                                                                                                                                                                                                  
|33.3 | Report on Assessment of Compliance with Servicing Criteria for REMITCO LLC.                                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                  
|33.4 | 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 REMITCO LLC.                                                                                                                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                  
|34.4 | 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.