Obligation Air Lease Corp 2.3% ( US00914AAF93 ) en USD

Air Lease Corp

98.781 % ▼

Etats-unis

US00914AAF93 ( en USD )

2.3% par an ( paiement semestriel )

31/01/2025

Prospectus brochure de l'obligation Air Lease Corp US00914AAF93 en USD 2.3%, échéance 31/01/2025

1 000 USD

750 000 000 USD

00914AAF9

BBB ( Qualité moyenne inférieure )

N/A

01/02/2025 ( Dans 94 jours )

L'Obligation émise par Air Lease Corp ( Etats-unis ) , en USD, avec le code ISIN US00914AAF93, paye un coupon de 2.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/01/2025
L'Obligation émise par Air Lease Corp ( Etats-unis ) , en USD, avec le code ISIN US00914AAF93, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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This filing is made pursuant to Rule 424(b)(2)
under the Securities Act of 1933
in connection with Registration No. 333-224828

Calculation of the Registration Fee

Proposed Maximum
Proposed Maximum
Amount
Title of Each Class of
Amount to be
Aggregate Offering
Aggregate Offering
of Registration
Securities Offered

Registered

Price per Unit

Price

Fee(1)
2.300% Medium-Term Notes, Series A, due February 1, 2025

$ 750,000,000
98.963%

$ 742,222,500
$ 96,340.48
3.000% Medium-Term Notes, Series A, due February 1, 2030

$ 650,000,000
97.904%

$ 636,376,000
$ 82,601.61
Total

$1,400,000,000

$1,378,598,500
$178,942.09

(1)
The filing fee is calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended, by multiplying the proposed maximum
aggregate offering price of the securities offered by the fee payment rate in effect on the date of fee payment. The registration fee for an aggregate
principal amount of $1,400,000,000 in Air Lease Corporation's Medium-Term Notes, Series A, due Nine Months or More from the Date of Issue
is being paid in connection with this filing. The registration fee for an additional aggregate principal amount of $3,150,920,000 in Air Lease
Corporation's Medium-Term Notes, Series A, due Nine Months or More from the Date of Issue was paid previously. In accordance with Rules
456(b) and 457(r) of the Securities Act of 1933, as amended, Air Lease Corporation is deferring payment on the registration fee for an aggregate
principal amount of $10,449,080,000 in Air Lease Corporation's Medium-Term Notes, Series A, due Nine Months or More from the Date of Issue.
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PRICING SUPPLEMENT
(To Prospectus dated November 20, 2018 and
Prospectus Supplement dated November 20, 2018)
$1,400,000,000

Air Lease Corporation
$750,000,000 2.300% Medium-Term Notes, Series A, due February 1, 2025
$650,000,000 3.000% Medium-Term Notes, Series A, due February 1, 2030

We are offering (i) $750,000,000 aggregate principal amount of 2.300% Medium-Term Notes, Series A, due February 1, 2025, or the 2025 notes, and (ii)
$650,000,000 aggregate principal amount of 3.000% Medium-Term Notes, Series A, due February 1, 2030, or the 2030 notes. We refer to the 2025 notes and the
2030 notes each as a "tranche" of our Medium-Term Notes, Series A, and collectively, as the "notes." We will pay interest on the 2025 notes semi-annually in
arrears on February 1 and August 1 of each year, beginning on August 1, 2020, and at maturity. We will pay interest on the 2030 notes semi-annually in arrears
on February 1 and August 1 of each year, beginning on August 1, 2020, and at maturity.
We may redeem the notes at our option, in whole or in part, at any time and from time to time, at the redemption prices described in this pricing
supplement under "Description of Notes--Optional Redemption." If a Change of Control Repurchase Event, as defined in the related prospectus supplement,
occurs, unless we have exercised our right to redeem all of the notes of a tranche, holders of the notes of such tranche may require us to repurchase the
applicable notes at the prices described in this pricing supplement under "Description of Notes--Repurchase Upon Change of Control Repurchase Event."
The notes will be our general unsecured senior obligations and will rank equally in right of payment with our existing and future unsecured senior
indebtedness. The notes will be issued only in registered form in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Each tranche of the notes is a new issue of securities with no established trading market. We do not intend to apply to list either tranche of the notes on
any securities exchange or include either tranche of the notes in any automated quotation system.
Investing in the notes involves risks. To read about certain risks you should consider before buying the notes, see "Risk
Factors" beginning on page S-1 of the related prospectus supplement, page 7 of the related prospectus and those risk factors
described in any documents incorporated by reference herein.

Per 2025 Note
Total

Per 2030 Note
Total

Public offering price(1)

98.963%
$742,222,500

97.904%
$636,376,000
Underwriting discount

0.600%
$ 4,500,000

0.650%
$ 4,225,000
Proceeds, before expenses, to us(1)

98.363%
$737,722,500

97.254%
$632,151,000
(1) Plus accrued interest, if any, from January 14, 2020, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or
determined if this pricing supplement or the related prospectus supplement and prospectus is truthful or complete. Any representation to the
contrary is a criminal offense.
The notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, S.A., and Euroclear Bank SA/NV, as operator of the Euroclear System, against payment in New York, New York on or about
January 14, 2020, which is the fifth business day following the date of this pricing supplement.

Joint Book-Running Managers
BofA Securities

Citigroup

J.P. Morgan

SunTrust Robinson Humphrey
BMO Capital Markets
Loop Capital Markets

Mizuho Securities

MUFG
RBC Capital Markets
SOCIETE GENERALE

Wells Fargo Securities

BNP PARIBAS
Fifth Third Securities
ABN AMRO

Citizens Capital Markets

Goldman Sachs & Co. LLC
ICBC Standard Bank
KeyBanc Capital Markets

NatWest Markets

Regions Securities LLC
Santander

TD Securities

Commonwealth Bank of Australia

Bank ABC
Co-Managers

Keefe, Bruyette & Woods
Morgan Stanley
A Stifel Company

Pricing Supplement dated January 7, 2020.
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TABLE OF CONTENTS

Pricing Supplement

Page
About this Pricing Supplement
PS-ii
Description of Notes
PS-1
Underwriting
PS-5
United States Federal Taxation
PS-9
Legal Matters
PS-10

PS-i
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ABOUT THIS PRICING SUPPLEMENT
It is important for you to read and consider all of the information contained in this pricing supplement, the related prospectus supplement, the
related prospectus and any related free writing prospectus that we prepare or authorize in making your investment decision. We have not, and the
underwriters and their affiliates and agents have not, authorized anyone to provide you with any information or represent anything about us other than
what is contained or incorporated by reference in this pricing supplement, the related prospectus supplement, the related prospectus or any related free
writing prospectus prepared by or on behalf of us or to which we have referred you. We are responsible only for the information contained in this pricing
supplement, the related prospectus supplement, the related prospectus, the documents incorporated by reference therein and any related free writing
prospectus issued or authorized by us. We are not, and the underwriters and their affiliates and agents are not, making any offer to sell these securities in
any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained or incorporated by reference in this
pricing supplement, the related prospectus supplement, the related prospectus or in any related free writing prospectus prepared by us or on our behalf is
accurate as of any date other than their respective dates.
When this pricing supplement uses the terms "Company," "ALC," "we," "our" and "us," they refer solely to Air Lease Corporation and do not
include its consolidated subsidiaries unless otherwise stated or the context otherwise requires. Capitalized terms used in this pricing supplement which
are not defined in this pricing supplement and are defined in the related prospectus supplement or related prospectus shall have the meanings assigned to
them in the related prospectus supplement or related prospectus, as applicable.
ALC is the issuer of all of the notes offered under this pricing supplement. Our telephone number is (310) 553-0555 and our website is
www.airleasecorp.com. Information included or referred to on, or otherwise accessible through, our website is not intended to form a part of or be
incorporated by reference into this pricing supplement, the related prospectus supplement or related prospectus.

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DESCRIPTION OF NOTES
General
We provide information to you about the 2025 notes (the "2025 Notes") and the 2030 notes (the "2030 Notes" and, together with the 2025 Notes,
the "Notes") in three separate documents:

·
this pricing supplement which specifically describes each tranche of the Notes being offered;

·
the related prospectus supplement which describes ALC's Medium-Term Notes, Series A; and

·
the related prospectus which describes generally certain securities of ALC.
This description supplements, and to the extent inconsistent supersedes, the description of the general terms and provisions of the debt securities
found in the related prospectus and ALC's Medium-Term Notes, Series A described in the related prospectus supplement.
Terms of the Notes
The Notes will:

·
be our general unsecured senior obligations;

·
rank equal in right of payment with any of our Medium-Term Notes, Series A previously issued or issued in the future and with any of our

existing and future senior indebtedness, without giving effect to collateral arrangements;

·
be effectively subordinated to all of our and our subsidiaries secured indebtedness to the extent of the value of the pledged assets;

·
be structurally subordinated to all indebtedness and other liabilities of any of our subsidiaries;

·
be senior in right of payment to any of our existing and future obligations that are expressly subordinated or junior in right of payment to

the Notes pursuant to a written agreement;

·
be considered part of the same series of notes as any of our other Medium-Term Notes, Series A previously issued or issued in the future;

·
be denominated and payable in U.S. dollars; and

·
be issued in denominations of $2,000 and integral multiples of $1,000 in excess thereof.
The 2025 Notes
The following terms apply to the 2025 Notes:
Principal Amount: $750,000,000
Trade Date: January 7, 2020
Issue Date: January 14, 2020
Stated Maturity: February 1, 2025
Interest Rate: 2.300% per annum, accruing from January 14, 2020
Interest Payment Dates: Each February 1 and August 1, beginning on August 1, 2020 (long first coupon), and at Maturity

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Regular Record Dates: Every January 15 and July 15, whether or not a Business Day
Day Count Convention: 30/360
Business Day Convention: Following; If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the related payment of
principal, premium, if any, or interest will be made on the next succeeding Business Day as if made on the date the applicable payment was due,
and no interest will accrue on the amount payable for the period from and after such Interest Payment Date or Maturity, as the case may be, to the
date of such payment on the next succeeding Business Day.
Business Day: Any day other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.
CUSIP / ISIN: 00914AAF9 / US00914AAF93
The 2030 Notes
The following terms apply to the 2030 Notes:
Principal Amount: $650,000,000
Trade Date: January 7, 2020
Issue Date: January 14, 2020
Stated Maturity: February 1, 2030
Interest Rate: 3.000% per annum, accruing from January 14, 2020
Interest Payment Dates: Each February 1 and August 1, beginning on August 1, 2020 (long first coupon), and at Maturity
Regular Record Dates: Every January 15 and July 15, whether or not a Business Day
Day Count Convention: 30/360
Business Day Convention: Following; If any Interest Payment Date or Maturity falls on a day that is not a Business Day, the related payment of
principal, premium, if any, or interest will be made on the next succeeding Business Day as if made on the date the applicable payment was due,
and no interest will accrue on the amount payable for the period from and after such Interest Payment Date or Maturity, as the case may be, to the
date of such payment on the next succeeding Business Day.
Business Day: Any day other than a Saturday or Sunday, that is neither a legal holiday nor a day on which commercial banks are authorized or
required by law, regulation or executive order to close in The City of New York.
CUSIP / ISIN: 00914AAG7 / US00914AAG76
Optional Redemption
We may redeem the 2025 Notes at our option, in whole or, from time to time, in part, on any date prior to January 1, 2025, at a redemption price
equal to 100% of the aggregate principal amount of the 2025 Notes to be

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redeemed plus the Applicable Premium, plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date. On or after January 1,
2025, we may redeem the 2025 Notes at our option, in whole or, from time to time, in part, at a redemption price equal to 100% of the aggregate
principal amount of the 2025 Notes to be redeemed plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
We may redeem the 2030 Notes at our option, in whole or, from time to time, in part, on any date prior to November 1, 2029, at a redemption
price equal to 100% of the aggregate principal amount of the 2030 Notes to be redeemed plus the Applicable Premium, plus accrued and unpaid interest,
if any, thereon to, but excluding, the redemption date. On or after November 1, 2029, we may redeem the 2030 Notes at our option, in whole or, from
time to time, in part, at a redemption price equal to 100% of the aggregate principal amount of the 2030 Notes to be redeemed plus accrued and unpaid
interest, if any, thereon to, but excluding, the redemption date.
If a Note is redeemed on or after a record date but on or prior to the related interest payment date, then any accrued and unpaid interest shall be
paid to the holder of record as of such record date.
We generally will be required to provide notices of redemption not less than 30 days but not more than 60 days before the redemption date to each
holder whose Notes are to be redeemed at such holder's registered address or otherwise in accordance with the procedures of the depositary. If any Note
is to be redeemed in part only, the notice of redemption relating to such Note will state the portion of the principal amount thereof to be redeemed.
Selection of the Notes for redemption in the case of any partial redemption will be made by the Trustee by lot in compliance with the applicable
procedures of DTC, although no Note of $2,000 in principal amount or less will be redeemed in part. A new Note in principal amount equal to the
unredeemed portion thereof will be issued in the name of the holder thereof upon cancellation of the original Note upon written direction by such holder.
Any redemption notice may, at our discretion, be subject to one or more conditions precedent, including completion of a corporate transaction. In
such event, the related notice of redemption shall describe each such condition and, if applicable, shall state that, at our discretion, the date of
redemption may be delayed until such time as any or all such conditions shall be satisfied or waived (provided that in no event shall such date of
redemption be delayed to a date later than 60 days after the date on which such notice was given), or such redemption may not occur and such notice
may be rescinded in the event that any or all such conditions shall not have been satisfied or waived by the date of redemption, or by the date of
redemption as so delayed.
Unless we default in payment of the redemption price, interest will cease to accrue on the Notes or portions thereof called for redemption from
and after the applicable redemption date.
"Applicable Premium" means, (A) with respect to a 2025 Note on any date of redemption, the excess, if any, of (x) the present value as of such
date of redemption of (i) 100% of the principal amount of such 2025 Note plus (ii) all required interest payments due on such 2025 Note through
January 1, 2025, assuming such 2025 Note matured on such date (excluding accrued but unpaid interest to, but excluding, the date of redemption),
computed using a discount rate equal to the Applicable Treasury Rate as of such date of redemption plus 15 basis points, over (y) the then outstanding
principal of such 2025 Note and (B) with respect to a 2030 Note on any date of redemption, the excess, if any, of (x) the present value as of such date of
redemption of (i) 100% of the principal amount of such 2030 Note plus (ii) all required interest payments due on such 2030 Note through November 1,
2029, assuming such 2030 Note matured on such date (excluding accrued but unpaid interest to, but excluding, the date of redemption), computed using
a discount rate equal to the Applicable Treasury Rate as of such date of redemption plus 25 basis points, over (y) the then outstanding principal of such
2030 Note.
"Applicable Treasury Rate" means as of any date of redemption of (A) the 2025 Notes, the yield to stated maturity at the time of computation of
United States Treasury securities with a constant maturity (as compiled and published in the most recent statistical release designated as "H.15" under
the caption "Treasury constant maturities" or any successor publication which is published at least weekly by the Board of Governors of the

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Federal Reserve System (or companion online data resource published by the Board of Governors of the Federal Reserve System) and which establishes
yields on actively traded United States Treasury securities adjusted to constant maturity that has become publicly available at least two Business Days
prior to the redemption date (or, if such statistical release is no longer published, any publicly available source or similar market data)) most nearly equal
to the period from the redemption date to January 1, 2025; provided, however, that if the period from the redemption date to January 1, 2025 is not equal
to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable Treasury Rate shall be obtained
by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States Treasury securities for which
such yields are given, except that if the period from the redemption date to January 1, 2025 is less than one year, the weekly average yield on actually
traded United States Treasury securities adjusted to a constant maturity of one year will be used or (B) the 2030 Notes, the yield to stated maturity at the
time of computation of United States Treasury securities with a constant maturity (as compiled and published in the most recent statistical release
designated as "H.15" under the caption "Treasury constant maturities" or any successor publication which is published at least weekly by the Board of
Governors of the Federal Reserve System (or companion online data resource published by the Board of Governors of the Federal Reserve System) and
which establishes yields on actively traded United States Treasury securities adjusted to constant maturity that has become publicly available at least two
Business Days prior to the redemption date (or, if such statistical release is no longer published, any publicly available source or similar market data))
most nearly equal to the period from the redemption date to November 1, 2029; provided, however, that if the period from the redemption date to
November 1, 2029 is not equal to the constant maturity of a United States Treasury security for which a weekly average yield is given, the Applicable
Treasury Rate shall be obtained by linear interpolation (calculated to the nearest one-twelfth of a year) from the weekly average yields of United States
Treasury securities for which such yields are given, except that if the period from the redemption date to November 1, 2029 is less than one year, the
weekly average yield on actually traded United States Treasury securities adjusted to a constant maturity of one year will be used.
Repurchase Upon Change of Control Repurchase Event
Unless we have exercised our right to redeem all of the Notes of a tranche, we will make an offer to purchase all of the Notes of such tranche as
described in the related prospectus supplement under "Description of Notes--Repurchase Upon Change of Control Repurchase Event" at a purchase
price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase.
Further Issues
We may, from time to time, without notice to or the consent of any holder of any Notes, create and issue additional notes that have the same terms
and conditions as any tranche of the Notes previously issued, or the same except for the public offering price, Issue Date and, in some cases, first
Interest Payment Date. These additional notes will be considered part of the same (i) tranche of notes as such Notes and (ii) series as any of our other
Medium-Term Notes, Series A previously issued or issued in the future. We also may, from time to time, without notice to or the consent of any holder
of any Notes, create and issue additional debt securities, under the indenture or otherwise, ranking equally with the Notes and our other Medium-Term
Notes, Series A.
Book-Entry Notes and Form
Each tranche of the Notes will be issued in the form of one or more fully registered global notes (the "Global Notes") which will be deposited
with, or on behalf of, The Depository Trust Company in New York, New York (the "Depositary") and registered in the name of Cede & Co., the
Depositary's nominee. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf
of beneficial owners as direct or indirect participants in the Depositary, including Euroclear Bank SA/NV and Clearstream Banking, S.A.

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UNDERWRITING
BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and SunTrust Robinson Humphrey, Inc. are acting as
representatives (the "Representatives") of each of the underwriters named below (the "Underwriters"). Under the terms and subject to the conditions set
forth in the Terms Agreement, dated January 7, 2020 (the "Terms Agreement"), among us and the Underwriters, incorporating the terms of the
Distribution Agreement, dated November 20, 2018 (the "Distribution Agreement"), among us and the agents named in the prospectus supplement, we
have agreed to sell to the Underwriters, and each of the Underwriters has agreed, severally and not jointly, to purchase from us, as principal, the
aggregate principal amount of each tranche of the notes set forth opposite its name below.

Aggregate
Aggregate
Principal
Principal
Amount of
Amount of
Underwriter

2025 Notes

2030 Notes

BofA Securities, Inc.

$ 113,907,000
$
98,719,000
Citigroup Global Markets Inc.

113,906,000

98,719,000
J.P. Morgan Securities LLC

113,906,000

98,719,000
SunTrust Robinson Humphrey, Inc.

113,906,000

98,718,000
BMO Capital Markets Corp.

16,875,000

14,625,000
Loop Capital Markets LLC

16,875,000

14,625,000
Mizuho Securities USA LLC

16,875,000

14,625,000
MUFG Securities Americas Inc.

16,875,000

14,625,000
RBC Capital Markets, LLC

16,875,000

14,625,000
SG Americas Securities, LLC

16,875,000

14,625,000
Wells Fargo Securities, LLC

16,875,000

14,625,000
BNP Paribas Securities Corp.

15,000,000

13,000,000
Fifth Third Securities, Inc.

15,000,000

13,000,000
ABN AMRO Securities (USA) LLC

13,125,000

11,375,000
Citizens Capital Markets, Inc.

13,125,000

11,375,000
Goldman Sachs & Co. LLC

13,125,000

11,375,000
ICBC Standard Bank Plc

13,125,000

11,375,000
KeyBanc Capital Markets Inc.

13,125,000

11,375,000
NatWest Markets Securities Inc.

13,125,000

11,375,000
Regions Securities LLC

13,125,000

11,375,000
Santander Investment Securities Inc.

13,125,000

11,375,000
TD Securities (USA) LLC

13,125,000

11,375,000
Commonwealth Bank of Australia

11,250,000

9,750,000
Arab Banking Corporation B.S.C.

9,375,000

8,125,000
Keefe, Bruyette & Woods, Inc.

3,750,000

3,250,000
Morgan Stanley & Co. LLC

3,750,000

3,250,000

Total

$ 750,000,000
$ 650,000,000

If an Underwriter defaults, the Distribution Agreement provides that the purchase commitments of the nondefaulting Underwriters may be
increased or the agreement to purchase the notes may be terminated, in each case, subject to certain terms and conditions set forth in the Distribution
Agreement.
We have agreed to indemnify the Underwriters and their controlling persons against certain liabilities in connection with this offering, including
liabilities under the Securities Act of 1933, as amended (the "Securities Act"), or to contribute to payments the Underwriters may be required to make in
respect of those liabilities.
The Underwriters are offering the notes, subject to prior sale, when, as and if issued to and accepted by them, subject to approval of legal matters
by their counsel, including the validity of the notes, and other

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conditions contained in the Terms Agreement and Distribution Agreement, such as the receipt by the Underwriters of officer's certificates and legal
opinions. The Underwriters reserve the right to withdraw, cancel or modify offers to the public and to reject orders in whole or in part.
Commissions and Discounts
The Representatives have advised us that the Underwriters propose initially to offer the notes to the public at the public offering prices set forth on
the cover page of this pricing supplement and may offer the notes to certain dealers at such prices less a concession not in excess of (i) 0.350% of the
principal amount of the 2025 notes and (ii) 0.400% of the principal amount of the 2030 notes. Any such securities dealers may resell any notes
purchased from the Underwriters to certain other brokers or dealers at a discount from the initial public offering prices of up to (i) 0.250% of the
principal amount of the 2025 notes and (ii) 0.250% of the principal amount of the 2030 notes. After the initial offering, the public offering prices,
concessions or any other term of the offering may be changed.
The expenses of the offering, not including the underwriting discount, are estimated at $1,625,000 and are payable by us.
New Issue of Notes
Each tranche of the notes is a new issue of securities with no established trading market. We do not intend to apply for listing of either tranche of
the notes on any securities exchange or for inclusion of either tranche of the notes on any automated dealer quotation system. We have been advised by
the Underwriters that they presently intend to make a market in each tranche of the notes after completion of the offering. However, they are under no
obligation to do so and may discontinue any market-making activities at any time without any notice. We cannot assure the liquidity of the trading
market for either tranche of the notes or that an active public market for either tranche of the notes will develop. If an active public trading market for a
tranche of the notes does not develop, the market price and liquidity of such tranche of notes may be adversely affected. If the notes are traded, they may
trade at a discount from their initial offering price, depending on prevailing interest rates, the market for similar securities, our operating performance
and financial condition, general economic conditions and other factors.
Settlement
We expect that delivery of the notes will be made to investors on or about January 14, 2020, which will be the fifth business day following the
date of this pricing supplement (such settlement being referred to as "T+5"). Under Rule 15c6-1 under the Exchange Act of 1934, as amended, trades in
the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers
who wish to trade the notes on the date of this pricing supplement or the next two succeeding business days will be required, by virtue of the fact that the
notes initially settle in T+5, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the
notes who wish to trade the notes prior to their date of delivery hereunder should consult their advisors.
No Sales of Similar Securities
We have agreed that we will not, until the closing date, without first obtaining the prior written consent of the Representatives, directly or
indirectly, offer, sell, contract to sell or otherwise dispose of any debt securities issued by the Company and that are substantially similar to the notes,
except for the notes sold to the Underwriters pursuant to the Terms Agreement or other agreement, deposit and other bank obligations issued and sold
directly by the Company in the ordinary course of its business, debt instruments described in Section 3(a)(3) of the Securities Act and commercial paper
in the ordinary course of its business.

PS-6
https://www.sec.gov/Archives/edgar/data/1487712/000119312520003863/d859033d424b2.htm
10/14