Plan of Distribution: The Notes described herein are being purchased, severally and not jointly, by
the agents named in the below table (the Agents), each as principal, on the terms and conditions described in the prospectus supplement under the caption Plan of Distribution of Medium-Term Notes (Conflicts of
Interest).
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Agent
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Aggregate Principal Amount
of Notes to be Purchased
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BofA Securities, Inc.
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$
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202,500,000
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Mizuho Securities USA LLC
|
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202,500,000
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UBS Securities LLC
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202,500,000
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BNY Mellon Capital Markets, LLC
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60,000,000
|
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Academy Securities, Inc.
|
|
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22,500,000
|
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ANZ Securities, Inc.
|
|
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22,500,000
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U.S. Bancorp Investments, Inc.
|
|
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22,500,000
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MFR Securities, Inc.
|
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7,500,000
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R. Seelaus & Co., LLC
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7,500,000
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Total:
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$
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750,000,000
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|
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The Agents expect to deliver the Notes in book-entry form only through the facilities of The Depository Trust Company against
payment in New York, New York on or about the fifth business day following the date of this pricing supplement, or T+5. Trades of securities in the secondary market generally are required to settle in two business days, referred to as
T+2, unless the parties to a trade agree otherwise. Accordingly, by virtue of the fact that the initial delivery of the Notes will not be made on a T+2 basis, investors who wish to trade the Notes more than two business days before the Original
Issue Date will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement.
The prospectus,
prospectus supplement and this pricing supplement may be used by the Company, BNY Mellon Capital Markets, LLC and any other affiliate controlled by the Company in connection with offers and sales relating to the initial sales of securities and any
market-making transaction involving the securities after the initial sale. These transactions may be executed at negotiated prices that are related to market prices at the time of purchase or sale, or at other prices. The Company and its affiliates
may act as principal or agent in these transactions.
The Agents and their respective affiliates are full service financial institutions engaged in
various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage activities. Certain of the Agents and
their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for the Company, for which they received or will receive customary fees and expenses.
We estimate that we will pay approximately $242,000 for expenses, excluding underwriting discounts and commissions.
In the ordinary course of their various business activities, the Agents and their respective affiliates have made or held, and may in the future make or hold,
a broad array of investments including serving as counterparties to certain derivative and hedging arrangements, and may have actively traded, and, in the future may actively trade, debt and equity securities (or related derivative securities), and
financial instruments (including bank loans) for their own account and for the accounts of their customers and may have in the past and at any time in the future hold long and short positions in such securities and instruments. Such investment and
securities activities may have involved, and in the future may involve, securities and instruments of the Company.