Obligation Bank of America 2.884% ( US06051GHX07 ) en USD

Bank of America

100 % ▲

Etas-Unis

US06051GHX07 ( en USD )

2.884% par an ( paiement semestriel )

21/10/2030

Prospectus brochure de l'obligation Bank of America US06051GHX07 en USD 2.884%, échéance 21/10/2030

100 000 USD

2 000 000 000 USD

06051GHX0

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

22/04/2025 ( Dans 4 jours )

Bank of America est une société financière américaine offrant une large gamme de services bancaires, de gestion de patrimoine et d'investissement aux particuliers et aux entreprises, à travers un vaste réseau d'agences et de canaux numériques.

L'Obligation émise par Bank of America ( Etas-Unis ) , en USD, avec le code ISIN US06051GHX07, paye un coupon de 2.884% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 21/10/2030

L'Obligation émise par Bank of America ( Etas-Unis ) , en USD, avec le code ISIN US06051GHX07, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par Bank of America ( Etas-Unis ) , en USD, avec le code ISIN US06051GHX07, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d815598d424b5.htm 424B5
Table of Contents
Filed pursuant to Rule 424(b)(5)
Registration No. 333-224523

Pricing Supplement No. 101
(To Prospectus dated June 29, 2018 and
Prospectus Supplement
dated June 29, 2018)

October 17, 2019
Medium-Term Notes, Series N
$2,000,000,000 2.884% Fixed/Floating Rate Senior Notes, due October 2030
This pricing supplement describes a series of our senior notes that will be issued under our Medium-Term Note Program, Series N.
The notes mature on October 22, 2030. We will pay interest on the notes (a) from, and including, October 22, 2019 to, but excluding, October 22, 2029, at a fixed rate
of 2.884% per annum, payable semi-annually, and (b) from, and including, October 22, 2029, to, but excluding, the Maturity Date, at a floating rate per annum initially
equal to three-month U.S. dollar LIBOR plus a spread of 1.190%, payable quarterly.
The determination provisions for three-month U.S. dollar LIBOR are being modified. See page PS-9.
There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date (as each term is defined in this pricing supplement) will occur
with respect to three-month U.S. dollar LIBOR after 2021. If a Benchmark Transition Event and related Benchmark Replacement Date occur, then interest on the notes
during the Floating Rate Period (as defined in this pricing supplement) thereafter will be determined not by reference to three-month U.S. dollar LIBOR but instead by
reference to the applicable Benchmark Replacement (as defined in this pricing supplement). See "Specific Terms of the Notes--Interest on the Notes during the
Floating Rate Period--Effect of Benchmark Transition Event and Related Benchmark Replacement Date" and "Additional Risk Factors Relating to the Notes" in this
pricing supplement for more information.
We will have the option to redeem the notes prior to the stated maturity as described in this pricing supplement under the heading "Specific Terms of the Notes--
Optional Redemption."
The notes are unsecured and rank equally with all of our other unsecured and unsubordinated indebtedness outstanding from time to time. We do not intend to list the
notes on any securities exchange.
Investing in the notes involves risks. For an explanation of some of these risks, see "Risk Factors" beginning on page S-5 of the attached prospectus
supplement, "Risk Factors" beginning on page 9 of the attached prospectus and "Additional Risk Factors Relating to the Notes" beginning on page PS-2 of
this pricing supplement.
None of the Securities and Exchange Commission, any state securities commission, or any other regulatory body has approved or disapproved of the notes or passed
upon the adequacy or accuracy of this pricing supplement, the attached prospectus supplement, or the attached prospectus. Any representation to the contrary is a
criminal offense.

Per

Note

Total

Public Offering Price

100.000%
$ 2,000,000,000
Selling Agents' Commission

0.450%
$
9,000,000

Proceeds (before expenses)

99.550%
$ 1,991,000,000
We expect to deliver the notes in book-entry only form through the facilities of The Depository Trust Company on October 22, 2019.

Sole Book-Runner
BofA Merrill Lynch

ABN AMRO

ANZ Securities

BB&T Capital Markets

BBVA
BMO Capital Markets
BNY Mellon Capital Markets,
Capital One Securities
Citizens Capital Markets

LLC

Commonwealth Bank of Australia
Danske Markets

DNB Markets

HSBC
KeyBanc Capital Markets

Mizuho Securities

MUFG

nabSecurities, LLC
NatWest Markets

Nordea

Santander

Scotiabank
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424B5
SOCIETE GENERALE

SMBC Nikko

Standard Chartered Bank

UniCredit Capital Markets

Bancroft Capital

CastleOak Securities, L.P.

Roberts & Ryan

The Williams Capital Group, L.P.
Table of Contents
ADDITIONAL RISK FACTORS RELATING TO THE NOTES
Your investment in the notes is subject to risks, including those discussed below and in the sections entitled "Risk Factors" beginning on page S-5 of
the attached prospectus supplement and on page 9 of the attached prospectus and in the documents incorporated by reference in the attached prospectus.
Capitalized or other defined terms used, but not defined, in this section of the pricing supplement have the respective meanings as are given to them in
other sections of this pricing supplement or in the attached prospectus supplement or attached prospectus, as applicable.
Additional Risk Factors Relating to LIBOR and a Benchmark Transition Event
The following discussion of risks should be read together with the benchmark transition provisions under "Specific Terms of the Notes--Interest on
the Notes during the Floating Rate Period--Effect of Benchmark Transition Event and Related Benchmark Replacement Date" below, which define and
further describe a number of terms and matters referred to in these risk factors.
Interest on the notes during the Floating Rate Period will be calculated using a reference rate other than three-month U.S. dollar LIBOR if
a Benchmark Transition Event and related Benchmark Replacement Date occur.
The U.K. Financial Conduct Authority, which regulates LIBOR, announced in July 2017 that it will no longer persuade or compel banks to submit
rates for the calculation of LIBOR to the administrator of LIBOR after 2021. This announcement indicates that the continuation of LIBOR on the current
basis cannot and will not be guaranteed after 2021. It is impossible to predict whether and to what extent banks will continue to provide LIBOR
submissions to the administrator of LIBOR or whether any additional reforms to LIBOR may be enacted in the United Kingdom or elsewhere. These
factors may result in the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date.
If we or the calculation agent (after consulting with us) determines that a Benchmark Transition Event and related Benchmark Replacement Date
have occurred with respect to three-month U.S. dollar LIBOR, then we or the calculation agent (after consulting with us) will determine a Benchmark
Replacement in accordance with the benchmark transition provisions described below under "Specific Terms of the Notes--Interest on the Notes during the
Floating Rate Period-- Effect of Benchmark Transition Event and Related Benchmark Replacement Date." After such an event, interest on the notes during
the Floating Rate Period will no longer be determined by reference to three-month U.S. dollar LIBOR, but instead will be determined by us or the
calculation agent (after consulting with us) by reference to the applicable Benchmark Replacement.
The selection of a Benchmark Replacement, and any decisions, determinations or elections made by us or the calculation agent (after consulting with
us) in connection with implementing a Benchmark Replacement with respect to the notes in accordance with the benchmark transition provisions,
including with respect to Benchmark Replacement Conforming Changes, could adversely affect the rate of interest on the notes during the Floating Rate
Period, which could adversely affect the return on, value of and market for the notes. Further, there is no assurance that the characteristics of any
Benchmark Replacement will be similar to three-month U.S. dollar LIBOR, or that any Benchmark Replacement will produce the economic equivalent of
three-month U.S. dollar LIBOR as a reference rate for interest on the notes during the Floating Rate Period.
The Benchmark Replacement is uncertain and may not be a suitable replacement for three-month U.S. dollar LIBOR.
The terms of the notes provide for a "waterfall" of alternative rates to be used to determine the rate of interest on the notes during the Floating Rate
Period if a Benchmark Transition Event and related Benchmark Replacement Date occur and the Interpolated Benchmark cannot be determined. The first
alternative rate in the

PS-2
Table of Contents
waterfall is Term SOFR, a forward-looking rate which will be based on SOFR. However, Term SOFR does not exist as of the date of this pricing
supplement, and there is no guarantee that Term SOFR will exist prior to a Benchmark Transition Event and related Benchmark Replacement Date. Even if
Term SOFR is developed, it is unclear whether it will be a suitable replacement or successor for three-month U.S. dollar LIBOR. Assuming Term SOFR
does not exist at the time of a Benchmark Transition Event and related Benchmark Replacement Date, the second alternative rate in the waterfall is
Compounded SOFR. Compounded SOFR is the compounded average of daily SOFR rates that we expect will be calculated in arrears, while three-month
U.S. dollar LIBOR is a forward-looking rate. However, there currently is no uniform market convention with respect to the calculation of Compounded
SOFR. Uncertainty surrounding the establishment of market conventions related to the calculation of Term SOFR and Compounded SOFR and whether
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either alternative reference rate is a suitable replacement or successor for three-month U.S. dollar LIBOR may adversely affect the value of and return on
the notes.
The additional alternative rates referenced in the definition of "Benchmark Replacement" set forth below under "Specific Terms of the Notes--
Interest on the Notes during the Floating Rate Period--Effect of Benchmark Transition Event and Related Benchmark Replacement Date" also are
uncertain. In particular, the ISDA Fallback Rate, which is the rate referenced in the ISDA Definitions at the time of a Benchmark Transition Event and
related Benchmark Replacement Date, has not been established as of the date of this pricing supplement. Even after the ISDA Fallback Rate is initially
determined, ISDA Definitions and the ISDA Fallback Rate may change over time. If each alternative rate referenced in the definition of "Benchmark
Replacement" below is unavailable or indeterminable, we or the calculation agent (after consulting with us) will determine the Benchmark Replacement
that will apply to the notes during the Floating Rate Period. The substitution of a Benchmark Replacement for three-month U.S. dollar LIBOR may
adversely affect the value of and return on the notes.
In addition, the benchmark transition provisions provide for a Benchmark Replacement Adjustment to be added to the Unadjusted Benchmark
Replacement in order to make the Unadjusted Benchmark Replacement more comparable to three-month U.S. dollar LIBOR. However, such adjustment
will not necessarily make the Unadjusted Benchmark Replacement equivalent to three-month U.S. dollar LIBOR. In particular, the Benchmark
Replacement Adjustment may be a one-time adjustment, so such adjustment above the applicable Unadjusted Benchmark Rate Replacement may not
respond to changes in unsecured bank credit risk or other market conditions on a periodic basis.
The rate of interest on the notes during the Floating Rate Period may be determined by reference to a Benchmark Replacement even if
three-month U.S. dollar LIBOR continues to be published.
If a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to three-month U.S. dollar LIBOR, the rate of interest
on the notes during the Floating Rate Period will thereafter be determined by reference to the Benchmark Replacement. A Benchmark Transition Event
includes, among other things, a public statement or publication of information by the regulatory supervisor for the administrator of three-month U.S. dollar
LIBOR announcing that three-month U.S. dollar LIBOR is no longer representative. The rate of interest on the notes may therefore cease to be determined
by reference to three-month U.S. dollar LIBOR, and instead be determined by reference to the Benchmark Replacement, even if three-month U.S. dollar
LIBOR continues to be published. Such rate may be lower than three-month U.S. dollar LIBOR for so long as three-month U.S. dollar LIBOR continues to
be published, and the value of and return on the notes may be adversely affected.
We or the calculation agent (after consulting with us) will make determinations with respect to the notes that could affect the value of and
return on the notes.
We or the calculation agent (after consulting with us) will make certain determinations with respect to the notes as further described in this pricing
supplement that may adversely affect the value of and return on the notes. In particular, if a Benchmark Transition Event and related Benchmark
Replacement Date occur, we or the calculation agent (after consulting with us) will determine the Benchmark Replacement and the Benchmark

PS-3
Table of Contents
Replacement Adjustment and can make Benchmark Replacement Conforming Changes in connection with the implementation of the applicable Benchmark
Replacement as described below under "Specific Terms of the Notes--Interest on the Notes during the Floating Rate Period--Effect of Benchmark
Transition Event and Related Benchmark Replacement Date." Moreover, certain determinations may require the exercise of discretion and the making of
subjective judgments, such as with respect to the Benchmark Replacement or the occurrence or non-occurrence of a Benchmark Transition Event and any
Benchmark Replacement Conforming Changes. Any determination, decision or election that may be made by us or the calculation agent pursuant to the
benchmark transition provisions set forth in this pricing supplement will, if made by us, be made in our sole discretion and, if made by the calculation
agent, be made after consulting with us and, in each case, will become effective without consent from the holders of the notes or any other party. In
addition, we may designate an entity to make any determination, decision or election that we have the right to make in connection with the benchmark
transition provisions set forth in this pricing supplement. The calculation agent or any other designee that we may appoint in connection with these
determinations may be our affiliate. When performing such functions, potential conflicts of interest may exist between us, our designee or the calculation
agent and holders of the notes. All determinations by us, in our sole discretion, or the calculation agent, after consulting with us, will be conclusive for all
purposes and binding on us and holders of the notes absent manifest error. In making these potentially subjective determinations, we, our designee or the
calculation agent may have economic interests that are adverse to your interests, and such determinations may adversely affect the value of and return on
the notes. Because the continuation of three-month U.S. dollar LIBOR on the current basis cannot and will not be guaranteed, and because the Benchmark
Replacement is uncertain, we or the calculation agent is likely to exercise more discretion in respect of calculating interest payable on the notes during the
Floating Rate Period than would be the case in the absence of a Benchmark Transition Event and related Benchmark Replacement Date.
Interest on the notes during the Floating Rate Period will be calculated using alternative methods if three-month U.S. dollar LIBOR is not
quoted on a particular day and a Benchmark Transition Event and related Benchmark Replacement Date have not occurred.
Under the terms of the notes, interest on the notes during the Floating Rate Period initially is based on three-month U.S. dollar LIBOR. If three-
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424B5
month U.S. dollar LIBOR is not quoted on the Reuters screen page as described in this pricing supplement on a relevant Interest Determination Date (but a
Benchmark Transition Event and related Benchmark Replacement Date have not occurred), such rate will be determined using the applicable alternative
method described below under the heading "Specific Terms of the Notes--Interest on the Notes during the Floating Rate Period--Three-Month U.S. Dollar
LIBOR." In such case, the final alternative method for determining such rate is to use three-month U.S. dollar LIBOR as in effect for the then-current
interest period or, in the case of the first interest period during the Floating Rate Period for the notes, the most recent rate that could have been determined
in accordance with the first sentence of the first paragraph under the heading "Specific Terms of the Notes--Interest on the Notes during the Floating Rate
Period--Three-Month U.S. Dollar LIBOR" in this pricing supplement had the interest rate been a floating rate during the Fixed Rate Period.
We or our affiliates may publish research that could affect the market value of the notes.
We or one or more of our affiliates may, at present or in the future, publish research reports with respect to movements in interest rates generally, or
the LIBOR transition or SOFR specifically. This research is modified from time to time without notice and may express opinions or provide
recommendations that are inconsistent with purchasing or holding the notes. Any of these activities may affect the market value of the notes.
Additional Risk Factors Relating to the Secured Overnight Financing Rate
Under the benchmark transition provisions set forth under "Specific Terms of the Notes--Interest on the Notes during the Floating Rate Period--
Effect of Benchmark Transition Event and Related Benchmark

PS-4
Table of Contents
Replacement Date" below, if a Benchmark Transition Event and related Benchmark Replacement Date occur with respect to three-month U.S. dollar
LIBOR and we or the calculation agent (after consulting with us) cannot determine the Interpolated Benchmark with respect to three-month U.S. dollar
LIBOR, then the rate of interest on the notes during the Floating Rate Period will be determined based on SOFR unless a Benchmark Transition Event and
related Benchmark Replacement Date also occur with respect to the Benchmark Replacements based on SOFR, in which case the rate of interest on the
notes during the Floating Rate Period will be based on the next-available Benchmark Replacement. In the following discussion of risks relating to SOFR,
references to the notes mean the notes at any time when the rate of interest on such notes is or will be determined based on SOFR.
The composition and characteristics of SOFR are not the same as those of U.S. dollar LIBOR, and SOFR is not expected to be a comparable
replacement for U.S. dollar LIBOR.
In June 2017, the Federal Reserve Bank of New York's Alternative Reference Rates Committee (the "ARRC") announced SOFR as its recommended
alternative to U.S. dollar LIBOR. However, the composition and characteristics of SOFR are not the same as those of U.S. dollar LIBOR. SOFR is a broad
Treasury repo financing rate that represents overnight secured funding transactions and is not the economic equivalent of U.S. dollar LIBOR. While SOFR
is a secured rate, U.S. dollar LIBOR is an unsecured rate. And, while SOFR is currently only an overnight rate, U.S. dollar LIBOR is a forward-looking
rate that represents interbank funding for a specified term.
As a result, there can be no assurance that SOFR will perform in the same way as U.S. dollar LIBOR would have at any time, including, without
limitation, as a result of changes in interest and yield rates in the market, bank credit risk, market volatility or global or regional economic, financial,
political, regulatory, judicial or other events. For the same reasons, SOFR is not expected to be a comparable replacement for U.S. dollar LIBOR.
SOFR has a very limited history, and the future performance of SOFR cannot be predicted based on historical performance.
The publication of SOFR began in April 2018, and, therefore, it has a very limited history. In addition, the future performance of SOFR cannot be
predicted based on the limited historical performance. Levels of SOFR during the Floating Rate Period following the occurrence of a Benchmark Transition
Event and related Benchmark Replacement Date may bear little or no relation to the historical actual or historical indicative data. Prior observed patterns, if
any, in the behavior of market variables and their relation to SOFR, such as correlations, may change in the future. While some pre-publication historical
data have been released by the Federal Reserve Bank of New York (the "FRBNY"), such analysis inherently involves assumptions, estimates and
approximations. The future performance of SOFR is impossible to predict and therefore no future performance of SOFR may be inferred from any of the
historical actual or historical indicative data. Hypothetical or historical performance data are not indicative of, and have no bearing on, the potential
performance of SOFR.
SOFR may be more volatile than other benchmark or market rates.
Since the initial publication of SOFR, daily changes in the rate have, on occasion, been more volatile than daily changes in other benchmark or
market rates, such as three-month U.S. dollar LIBOR, during corresponding periods, and SOFR during the Floating Rate Period may bear little or no
relation to the historical actual or historical indicative data. In addition, although changes in Term SOFR and Compounded SOFR generally are not
expected to be as volatile as changes in daily levels of SOFR, the return on and value of the notes may fluctuate more than floating rate securities that are
linked to less volatile rates.
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Any failure of SOFR to gain market acceptance could adversely affect the notes.
According to the ARRC, SOFR was developed for use in certain U.S. dollar derivatives and other financial contracts as an alternative to U.S. dollar
LIBOR in part because it is considered a good representation of general funding conditions in the overnight U.S. Treasury repurchase agreement market.
However, as a rate based on

PS-5
Table of Contents
transactions secured by U.S. Treasury securities, it does not measure bank-specific credit risk and, as a result, is less likely to correlate with the unsecured
short-term funding costs of banks. This may mean that market participants would not consider SOFR a suitable replacement or successor for all of the
purposes for which U.S. dollar LIBOR historically has been used (including, without limitation, as a representation of the unsecured short-term funding
costs of banks), which may, in turn, lessen market acceptance of SOFR. Any failure of SOFR to gain market acceptance could adversely affect the return
on and value of the notes and the price at which investors can sell the notes in the secondary market.
The secondary trading market for securities linked to SOFR may be limited.
If SOFR does not prove to be widely used as a benchmark in securities that are similar or comparable to the notes, the trading price of the notes may
be lower than those of securities that are linked to rates that are more widely used. Similarly, market terms for securities that are linked to SOFR,
including, but not limited to, the spread over the reference rate reflected in the interest rate provisions, may evolve over time, and as a result, trading prices
of the notes may be lower than those of later-issued securities that are based on SOFR. Investors in the notes may not be able to sell the notes at all or may
not be able to sell the notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market, and
may consequently suffer from increased pricing volatility and market risk.
SOFR may be modified or discontinued.
SOFR is a relatively new rate, and the FRBNY (or a successor), as administrator of SOFR, may make methodological or other changes that could
change the value of SOFR, including changes related to the method by which SOFR is calculated, eligibility criteria applicable to the transactions used to
calculate SOFR, or timing related to the publication of SOFR. If the manner in which SOFR is calculated is changed, that change may result in a reduction
of the amount of interest payable on the notes, which may adversely affect the trading prices of the notes. The administrator of SOFR may withdraw,
modify, amend, suspend or discontinue the calculation or dissemination of SOFR in its sole discretion and without notice and has no obligation to consider
the interests of holders of the notes in calculating, withdrawing, modifying, amending, suspending or discontinuing SOFR.

PS-6
Table of Contents
SPECIFIC TERMS OF THE NOTES
The following descriptions of certain specific terms of the notes supplement, and should be read together with, the description of our Medium-Term
Notes, Series N included in the attached prospectus supplement dated June 29, 2018, and the general description of our debt securities included in
"Description of Debt Securities" in the attached prospectus also dated June 29, 2018. If there is any inconsistency or conflict between the information in
this pricing supplement and in the attached prospectus supplement or the attached prospectus, the information in this pricing supplement will govern and
control. Capitalized or other defined terms used, but not defined, in this pricing supplement have the same meanings as are given to them in the attached
prospectus supplement or in the attached prospectus, as applicable.
There is a substantial risk that a Benchmark Transition Event and related Benchmark Replacement Date will occur with respect to three-month U.S.
dollar LIBOR after 2021. If a Benchmark Transition Event and related Benchmark Replacement Date occur, then interest on the notes during the Floating
Rate Period thereafter will be determined not by reference to three-month U.S. dollar LIBOR but instead by reference to a Benchmark Replacement, and,
in connection with the implementation of the applicable Benchmark Replacement, we or the calculation agent (after consulting with us) will have the right
from time to time to make Benchmark Replacement Conforming Changes as set forth in this pricing supplement under the heading "Specific Terms of the
Notes--Interest on the Notes during the Floating Rate Period--Effect of Benchmark Transition Event and Related Benchmark Replacement Date."

· ?Title of the Series:
2.884% Fixed/Floating Rate Senior Notes, due October 2030
· ?Aggregate Principal Amount Initially Being Issued:
$2,000,000,000
· ?Issue Date:
October 22, 2019
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· ?CUSIP No.:
06051GHX0
· ?ISIN:
US06051GHX07
· ?Maturity Date:
October 22, 2030
· ?Minimum Denominations:
$2,000 and multiples of $1,000 in excess of $2,000
· ?Ranking:
Senior
· ?Fixed Rate Coupon:
2.884% payable semi-annually in arrears from, and including, the Issue
Date to, but excluding, October 22, 2029 (the "Fixed Rate Period").
· ?Floating Rate Coupon:
Base Rate plus the Spread, payable quarterly in arrears from, and
including, October 22, 2029 to, but excluding, the Maturity Date (the
"Floating Rate Period").
· ?Base Rate:
LIBOR
· ?Index Maturity:
Three months
· ?Index Currency:
U.S. dollars
· ?Designated LIBOR Page:
Reuters Page LIBOR01
· ?Spread:
119 basis points

PS-7
Table of Contents
· ?Interest Payment Dates and Interest Reset Dates during the Floating
During the Fixed Rate Period, April 22 and October 22 of each year,
Rate Period:
beginning April 22, 2020 and ending October 22, 2029, subject to the
following unadjusted business day convention. During the Floating Rate
Period, each of January 22, 2030, April 22, 2030, July 22, 2030 and
October 22, 2030, subject to adjustment in accordance with the modified
following business day convention (adjusted). Each Interest Payment
Date during the Floating Rate Period also will be an Interest Reset Date.
· ?Interest Determination Dates during the Floating Rate Period:
Second London banking day prior to the applicable Interest Reset Date.
· ?Day Count Convention:
30/360 during the Fixed Rate Period; Actual/360 during the Floating
Rate Period
· ?Optional Redemption:
We will have the option to redeem the notes, in whole at any time or in
part from time to time on or after April 22, 2020 (or, if additional notes
are issued after October 22, 2019, beginning six months after the issue
date of such notes), and prior to October 22, 2029, at the applicable
"make-whole" redemption price for the notes described below under the
heading "--Optional Redemption." We also will have the option to
redeem the notes: (a) in whole, but not in part, on October 22, 2029, or
(b) in whole at any time or in part from time to time on or after
September 20, 2030 and prior to the Maturity Date, in each case at 100%
of the principal amount of the notes being redeemed. If we redeem any
notes, we also will pay accrued and unpaid interest, if any, thereon, to,
but excluding, the redemption date.
· ?Record Dates for Interest Payments:
For book-entry only notes, one business day prior to the applicable
Interest Payment Date. If the notes are not held in book-entry only form,
the record dates will be the fifteenth calendar day preceding the
applicable Interest Payment Date as originally scheduled to occur.
· ?Repayment at Option of Holder:
None
· ?Listing:
None
· ?Calculation Agent:
For purposes of calculating the rate of interest on the notes during the
Floating Rate Period, we have entered into an agreement with The Bank
of New York Mellon Trust Company, N.A. to act as calculation agent.
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424B5
We may remove the calculation agent at any time, and we may appoint a
replacement calculation agent, which may be an affiliate of ours, without
your consent and without notifying you of the change.

PS-8
Table of Contents
· ?Further Issuances:
We have the ability to "reopen," or increase after the Issue Date, the
aggregate principal amount of the notes initially being issued without
notice to the holders of existing notes by selling additional notes having
the same terms, provided that such additional notes shall be fungible for
U.S. federal income tax purposes. However, any new notes of this kind
may have a different offering price and may begin to bear interest on a
different date.
Interest on the Notes during the Floating Rate Period
Prior to the occurrence of a Benchmark Transition Event and related Benchmark Replacement Date with respect to three-month U.S. dollar LIBOR,
the notes during the Floating Rate Period will bear interest at a rate determined by reference to three-month U.S. dollar LIBOR as described below under
the heading "--Three-Month U.S. Dollar LIBOR." With respect to such interest rate determination, such description will supersede and replace the
description in the attached prospectus under the heading "Description of Debt Securities--Floating-Rate Notes--LIBOR Notes." Except as so superseded
and replaced, the terms and provisions of the notes described in the attached prospectus under the heading "Description of Debt Securities--Floating-
Rate Notes" will be applicable in connection with such interest rate determination. Following the occurrence of a Benchmark Transition Event and related
Benchmark Replacement Date, in connection with the implementation of the applicable Benchmark Replacement, we or the calculation agent (after
consulting with us) will have the right from time to time to make Benchmark Replacement Conforming Changes as set forth in this pricing supplement
under the heading "Specific Terms of the Notes--Interest on the Notes during the Floating Rate Period--Effect of Benchmark Transition Event and
Related Benchmark Replacement Date," which Benchmark Replacement and Benchmark Replacement Conforming Changes will further supersede and
replace certain terms and provisions of the notes described in the attached prospectus under the heading "Description of Debt Securities--Floating-Rate
Notes."
Three-Month U.S. Dollar LIBOR
For any Interest Determination Date, the term "three-month U.S. dollar LIBOR" means the London interbank offered rate for deposits in U.S. dollars
for a three month period commencing on the first date of the applicable interest period, as that rate appears on Reuters screen page "LIBOR01" at
approximately 11:00 a.m., London time, on the relevant Interest Determination Date. If no such offered rate appears on Reuters screen page "LIBOR01" on
the relevant Interest Determination Date at approximately 11:00 a.m., London time, then we will select and identify to the calculation agent four major
banks in the London interbank market, and the calculation agent will request each such bank to provide a quotation of the rate at which three-month
deposits in U.S. dollars in amounts of at least $1,000,000 commencing on the first day of the interest period relating to such Interest Determination Date
are offered by it to prime banks in the London interbank market, at approximately 11:00 a.m. London time, on that Interest Determination Date. If at least
two quotations are provided, three-month U.S. dollar LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001%) of the
quotations provided. If fewer than two quotations are provided, we will select and identify to the calculation agent three major banks in New York City,
and the calculation agent will request each of such banks to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time,
on the Interest Determination Date for loans in U.S. dollars to leading European banks for a three-month period for the applicable interest period in an
amount of at least $1,000,000. If three quotations are provided, three-month U.S. dollar LIBOR will be the arithmetic average of the quotations provided.
Otherwise, three-month U.S. dollar LIBOR for the applicable interest period will be equal to three-month U.S. dollar LIBOR in effect for the then-current
interest period or, in the case of the first interest period during the Floating Rate Period, the most recent rate that could have been determined in accordance
with the first sentence of this paragraph had the interest rate been a floating rate during the Fixed Rate Period.

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Notwithstanding the foregoing paragraph, if we or the calculation agent (after consulting with us) determines on or prior to the relevant Interest
Determination Date that a Benchmark Transition Event and related Benchmark Replacement Date (each as defined below) have occurred with respect to
three-month U.S. dollar LIBOR, then the provisions set forth below under the heading "--Effect of Benchmark Transition Event and Related Benchmark
Replacement Date," which we refer to as the "benchmark transition provisions," will thereafter apply to all determinations of the rate of interest payable on
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the notes during the Floating Rate Period. In accordance with the benchmark transition provisions, after a Benchmark Transition Event and related
Benchmark Replacement Date have occurred, the amount of interest that will be payable for each interest period on the notes during the Floating Rate
Period will be determined by reference to a rate per annum equal to the Benchmark Replacement (as defined below) plus the spread of 119 basis points.
Effect of a Benchmark Transition Event and Related Benchmark Replacement Date
Benchmark Replacement. If we or the calculation agent (after consulting with us) determines that a Benchmark Transition Event and related
Benchmark Replacement Date have occurred prior to the applicable Reference Time in respect of any determination of the Benchmark on any date, the
applicable Benchmark Replacement will replace the then-current Benchmark for all purposes relating to the notes during the Floating Rate Period in respect
of such determination on such date and all determinations on all subsequent dates.
Benchmark Replacement Conforming Changes. In connection with the implementation of a Benchmark Replacement, we or the calculation agent
(after consulting with us) will have the right to make Benchmark Replacement Conforming Changes from time to time.
Decisions and Determinations. Any determination, decision or election that may be made by us or the calculation agent pursuant to the benchmark
transition provisions set forth herein, including, but not limited to, determinations with respect to Benchmark Replacement Conforming Changes, and any
decision to take or refrain from taking any action or any selection:

·
will be conclusive and binding absent manifest error;

·
if made by us, will be made in our sole discretion;

·
if made by the calculation agent, will be made after consulting with us, and the calculation agent will not make any such determination,

decision or election to which we object; and

·
notwithstanding anything to the contrary in the 2018 Senior Indenture or the notes, will become effective without consent from the holders of

the notes or any other party.
Any determination, decision or election pursuant to the benchmark transition provisions not made by the calculation agent will be made by us on the
basis described above. The calculation agent shall have no liability for not making any such determination, decision or election. In addition, we may
designate an entity (which may be our affiliate) to make any determination, decision or election that we have the right to make in connection with the
benchmark transition provisions set forth in this pricing supplement.
Certain Defined Terms. As used in this pricing supplement:
"Benchmark" means, initially, three-month U.S. dollar LIBOR; provided that if a Benchmark Transition Event and related Benchmark Replacement
Date have occurred with respect to three-month U.S. dollar LIBOR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark
Replacement.
"Benchmark Replacement" means the Interpolated Benchmark with respect to the then-current Benchmark, plus the Benchmark Replacement
Adjustment for such Benchmark; provided that if the calculation agent (after consulting with us) cannot determine the Interpolated Benchmark as of the
Benchmark Replacement

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Date, then "Benchmark Replacement" means the first alternative set forth in the order below that can be determined by us or the calculation agent (after
consulting with us) as of the Benchmark Replacement Date:

(1)
the sum of: (a) Term SOFR and (b) the Benchmark Replacement Adjustment;

(2)
the sum of: (a) Compounded SOFR and (b) the Benchmark Replacement Adjustment;

(3)
the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement

for the then-current Benchmark for the applicable Corresponding Tenor (if any) and (b) the Benchmark Replacement Adjustment;

(4)
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment;

(5)
the sum of: (a) the alternate rate of interest that has been selected us or the calculation agent (after consulting with us) as the replacement for
the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a

replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark
Replacement Adjustment.
"Benchmark Replacement Adjustment" means the first alternative set forth in the order below that can be determined by us or the calculation
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agent (after consulting with us) as of the Benchmark Replacement Date:

(1)
the spread adjustment (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant
Governmental Body or determined by us or the calculation agent (after consulting with us) in accordance with the method for calculating or

determining such spread adjustment that has been selected or recommended by the Relevant Governmental Body, in each case for the
applicable Unadjusted Benchmark Replacement;

(2)
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment;

(3)
the spread adjustment (which may be a positive or negative value or zero) that has been selected by the calculation agent (after consulting
with us) or by us giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread

adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-
denominated floating rate notes at such time.
"Benchmark Replacement Conforming Changes" means, with respect to any Benchmark Replacement, changes to (1) any Interest Determination
Date, Interest Payment Date, Interest Reset Date, business day convention or interest period, (2) the manner, timing and frequency of determining the rate
and amounts of interest that are payable on the notes during the Floating Rate Period and the conventions relating to such determination and calculations
with respect to interest, (3) rounding conventions, (4) tenors and (5) any other terms or provisions of the notes during the Floating Rate Period, in each case
that we or the calculation agent (after consulting with us) determines, from time to time, to be appropriate to reflect the determination and implementation
of such Benchmark Replacement in a manner substantially consistent with market practice (or, if we or the calculation agent (after consulting with us)
decides that implementation of any portion of such market practice is not administratively feasible or determines that no market practice for use of the
Benchmark Replacement exists, in such other manner as we or the calculation agent (after consulting with us) determines is appropriate).
"Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:

(1)
in the case of clause (1) or (2) of the definition of "Benchmark Transition Event," the later of (a) the date of the public statement or

publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases
to provide the Benchmark; or

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(2)
in the case of clause (3) of the definition of "Benchmark Transition Event," the date of the public statement or publication of information

referenced therein.
For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference
Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such
determination.
"Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:

(1)
a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has

ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there
is no successor administrator that will continue to provide the Benchmark;

(2)
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the
currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with
jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the

administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark
permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue
to provide the Benchmark; or

(3)
a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the

Benchmark is no longer representative.
"Compounded SOFR" means the compounded average of daily SOFR rates for the applicable Corresponding Tenor, with the rate, or methodology
for this rate, and conventions for this rate being established by us or the calculation agent (after consulting with us) in accordance with:

(1)
the rate, or methodology for this rate, and conventions for this rate selected or recommended by the Relevant Governmental Body for

determining Compounded SOFR; provided that:

(2)
if, and to the extent that, we or the calculation agent (after consulting with us) determines that Compounded SOFR cannot be determined in
accordance with clause (1) above, then the rate, or methodology for this rate, and conventions for this rate that have been selected by us or the

calculation agent (after consulting with us) giving due consideration to any industry-accepted market practice for U.S. dollar-denominated
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floating rate notes at such time.
"Corresponding Tenor" with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length
(disregarding business day adjustment) as the applicable tenor for the then-current Benchmark.
"Federal Reserve Bank of New York's Website" means the website of the FRBNY at http://www.newyorkfed.org, or any successor source. The
foregoing Internet website is an inactive textual reference only, meaning that the information contained on the website is not part of this pricing supplement
and is not incorporated in this pricing supplement by reference.
"Interpolated Benchmark" with respect to the Benchmark means the rate determined for the Corresponding Tenor by interpolating on a linear basis
between: (1) the Benchmark for the longest period (for which the Benchmark is available) that is shorter than the Corresponding Tenor and (2) the
Benchmark for the shortest period (for which the Benchmark is available) that is longer than the Corresponding Tenor. If the Benchmark with respect to
which the Interpolated Benchmark is being determined is three-month U.S. dollar LIBOR, then the term "Benchmark" as used in clause (1) and (2) of the
foregoing definition means the London interbank offered rate for deposits in U.S. dollars for the applicable periods specified in such clauses.

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"ISDA Definitions" means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor
thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time.
"ISDA Fallback Adjustment" means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives
transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the
applicable tenor.
"ISDA Fallback Rate" means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the
occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment.
"Reference Time" with respect to any determination of the Benchmark means (1) if the Benchmark is three-month U.S. dollar LIBOR, 11:00 a.m.
(London time) on the relevant Interest Determination Date, and (2) if the Benchmark is not three-month U.S. dollar LIBOR, the time determined by us or
the calculation agent (after consulting with us) in accordance with the Benchmark Replacement Conforming Changes.
"Relevant Governmental Body" means the Federal Reserve and/or the Federal Reserve Bank of New York, or a committee officially endorsed or
convened by the Federal Reserve and/or the Federal Reserve Bank of New York or any successor thereto.
"SOFR" with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the
administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New York's Website.
"Term SOFR" means the forward-looking term rate for the applicable Corresponding Tenor based on SOFR that has been selected or recommended
by the Relevant Governmental Body.
"Unadjusted Benchmark Replacement" means the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
Additional Information About SOFR
As further described in this pricing supplement, the rate of interest on the notes during the Floating Rate Period will, in the circumstances described
in this pricing supplement, be determined by reference to either a Term SOFR or Compounded SOFR.
In general, the following discussion relating to SOFR is based on information available on the Federal Reserve Bank of New York's Website. SOFR
is published by FRBNY and is intended to be a broad measure of the cost of borrowing cash overnight collateralized by U.S. Treasury securities. FRBNY
reports that SOFR includes all trades in the Broad General Collateral Rate, plus bilateral Treasury repurchase agreement ("repo") transactions cleared
through the delivery-versus-payment service offered by the Fixed Income Clearing Corporation (the "FICC"), a subsidiary of The Depository Trust &
Clearing Corporation ("DTCC"). SOFR is filtered by FRBNY to remove a portion of the foregoing transactions considered to be "specials." According to
FRBNY, "specials" are repos for specific-issue collateral which take place at cash-lending rates below those for general collateral repos because cash
providers are willing to accept a lesser return on their cash in order to obtain a particular security.
FRBNY reports that SOFR is calculated as a volume-weighted median of transaction-level tri-party repo data collected from The Bank of New York
Mellon, which currently acts as the clearing bank for the tri-party repo market, as well as General Collateral Finance Repo transaction data and data on
bilateral U.S. Treasury repo transactions cleared through the FICC's delivery-versus-payment service. FRBNY notes that it obtains information from
DTCC Solutions LLC, an affiliate of DTCC.
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