Bond Morgan Stanleigh 2.699% ( US6174468L62 ) in USD

Morgan Stanleigh

100 % ▲

United States

US6174468L62 ( in USD )

2.699% per year ( payment 2 times a year)

21/01/2031

Prospectus brochure of the bond Morgan Stanley US6174468L62 en USD 2.699%, maturity 21/01/2031

1 000 USD

3 500 000 000 USD

6174468L6

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

22/07/2025 ( In 16 days )

Morgan Stanley is a leading global financial services firm offering investment banking, wealth management, investment management, and securities services to individuals, corporations, and governments worldwide.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US6174468L62, pays a coupon of 2.699% per year.
The coupons are paid 2 times per year and the Bond maturity is 21/01/2031

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US6174468L62, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Morgan Stanleigh ( United States ) , in USD, with the ISIN code US6174468L62, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered
Maximum Aggregate Offering Price
Amount of Registration Fee
Floating Rate Senior Notes due 2023
$2,500,000,000
$324,500
Fixed/Floating Rate Senior Notes due 2031
$3,500,000,000
$454,300
PROSPECTUS Dated November 16, 2017
Pricing Supplement No. 3,175 to
PROSPECTUS SUPPLEMENT Dated November 16, 2017
Registration Statement No. 333-221595
Dated January 16, 2020
Rule 424(b)(2)
GLOBAL MEDIUM-TERM NOTES, SERIES I
Floating Rate Senior Notes Due 2023
Fixed/Floating Rate Senior Notes Due 2031
We, Morgan Stanley, are offering the notes described below on a global basis. We may redeem the Global Medium-Term Notes,
Series I, Floating Rate Senior Notes Due 2023 (the "floating rate notes due 2023"), (i) in whole but not in part, on January 20, 2022
or (ii) in whole at any time or in part from time to time, on or after December 20, 2022, in each case at a redemption price equal to
100% of the principal amount to be redeemed plus accrued and unpaid interest thereon (calculated as described below) to but
excluding the redemption date, in accordance with the provisions described in the accompanying prospectus under the heading
"Description of Debt Securities--Redemption and Repurchase of Debt Securities--Notice of Redemption," as supplemented by the
provisions below under the heading "Optional Redemption." We may redeem some or all of the Global MediumTerm Notes, Series I,
Fixed/Floating Rate Senior Notes Due 2031 (the "fixed/floating rate notes due 2031" and, together with the floating rate notes due
2023, the "notes") at any time on or after July 22, 2020 and prior to January 22, 2030 in accordance with the provisions described in
the accompanying prospectus under the heading "Description of Debt Securities--Redemption and Repurchase of Debt Securities--
Optional Make-whole Redemption of Debt Securities," as supplemented by the provisions below. We also may redeem the fixed/floating
rate notes due 2031, (i) in whole but not in part, on January 22, 2030 or (ii) in whole at any time or in part from time to time, on or
after October 22, 2030, in each case at a redemption price equal to 100% of the principal amount to be redeemed plus accrued and
unpaid interest thereon (calculated as described below) to but excluding the redemption date, in accordance with the provisions
described in the accompanying prospectus under the heading "Description of Debt Securities--Redemption and Repurchase of Debt
Securities--Notice of Redemption," as supplemented by the provisions below under the heading "Optional Redemption."
We will issue the notes only in registered form, which form is further described under "Description of Notes--Forms of Notes" in
the accompanying prospectus supplement.
We describe the basic features of the notes in the section of the accompanying prospectus supplement called "Description of
Notes," subject to and as modified by the provisions described below. In addition, we describe the basic features of the floating rate
notes due 2023 in the section of the accompanying prospectus called "Description of Debt Securities--Floating Rate Debt Securities,"
subject to and as modified by the provisions described below. We describe the basic features of the fixed/floating rate notes due 2031
during the Fixed Rate Period (as defined below) in the section of the accompanying prospectus called "Description of Debt Securities
--Fixed Rate Debt Securities" and during the Floating Rate Period (as defined below) in the section of the accompanying prospectus
called "Description of Debt Securities--Floating Rate Debt Securities," in each case subject to and as modified by the provisions
described below.
With respect to the floating rate notes due 2023, we describe how interest is paid under "Description of Debt Securities--Floating
Rate Debt Securities" in the accompanying prospectus, subject to and as modified by the provisions described below, including
"Supplemental Information Concerning Description of Debt Securities--Floating Rate Debt Securities" with respect to the
compounding method used to calculate accrued interest and the application of the Spread to such method. With respect to the
fixed/floating rate notes due 2031, we describe how interest is calculated, accrued and paid during the fixed rate period, including
where a scheduled interest payment date is not a business day (the following unadjusted business day convention), under "Description
of Debt Securities--Fixed Rate Debt Securities" in the accompanying prospectus. With respect to the fixed/floating rate notes due
2031, we describe how interest is paid during the floating rate period under "Description of Debt Securities--Floating Rate Debt
Securities" in the accompanying prospectus, subject to and as modified by the provisions described below, including "Supplemental
Information Concerning Description of Debt Securities--Floating Rate Debt Securities" with respect to the compounding method used
to calculate accrued interest during the floating rate period and the application of the Spread to such method.
Terms not defined herein have the meanings given to such terms in the accompanying prospectus supplement and prospectus, as
applicable.
Investing in the notes involves risks. See "Risk Factors" on page PS-6.
The notes are not deposits or savings accounts and are not insured by the Federal Deposit Insurance Corporation or any other
governmental agency or instrumentality, nor are they obligations of, or guaranteed by, a bank.
The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, or
determined if this pricing supplement or the accompanying prospectus supplement or prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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MORGAN STANLEY
MUFG
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None of this pricing supplement, the accompanying prospectus supplement nor the accompanying prospectus is a prospectus for
the purposes of the Prospectus Regulation (as defined below). This pricing supplement, the accompanying prospectus supplement and
the accompanying prospectus have been prepared on the basis that any offer of notes in any Member State of the European Economic
Area (the "EEA") will only be made to a legal entity which is a qualified investor under the Prospectus Regulation ("Qualified
Investors"). Accordingly any person making or intending to make an offer in that Member State of notes which are the subject of any
offering contemplated in this pricing supplement, the accompanying prospectus supplement and the accompanying prospectus may
only do so with respect to Qualified Investors. Neither Morgan Stanley nor the managers have authorized, nor do they authorize, the
making of any offer of notes other than to Qualified Investors. The expression "Prospectus Regulation" means Regulation (EU)
2017/1129.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The notes are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as
amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No
1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.
PS-2
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Floating Rate Notes Due 2023
Principal Amount: $2,500,000,000
Maturity Date:
January 20, 2023
Settlement Date

(Original Issue January 22, 2020 (T+3)
Date):
Interest Accrual
January 22, 2020
Date:
Issue Price:
100%
Specified Currency: U.S. dollars
Redemption

Percentage
at Maturity:
100%
Base Rate:
SOFR (compounded daily over a quarterly Interest Payment Period in accordance with the specific formula
described in this pricing supplement). As further described in this pricing supplement, (i) in determining the Base
Rate for a U.S. Government Securities Business Day, the Base Rate generally will be the rate in respect of such
day that is provided on the following U.S. Government Securities Business Day and (ii) in determining the Base
Rate for any other day, such as a Saturday, Sunday or holiday, the Base Rate generally will be the rate in respect
of the immediately preceding U.S. Government Securities Business Day that is provided on the following U.S.
Government Securities Business Day.
Spread (Plus or
Plus 0.70% (to be added to the accrued interest compounding factor for an Interest Payment Period)
Minus):
Index Maturity:
Daily
Index Currency:
U.S. dollars
Interest Payment
Quarterly; with respect to an Interest Payment Date, the period from and including the second most recent Interest
Periods:
Payment Period End-Date (or from and including the Original Issue Date in the case of the first Interest Payment
Period) to but excluding the immediately preceding Interest Payment Period End-Date; provided that (i) the
Interest Payment Period with respect to the final Interest Payment Date (i.e., the Maturity Date or, if we elect to
redeem floating rate notes due 2023, the redemption date for such floating rate notes due 2023) will be the period
from and including the second-to-last Interest Payment Period End-Date to but excluding the Maturity Date or, if
we elect to redeem floating rate notes due 2023, to but excluding the redemption date for such floating rate notes
due 2023 (in each case, the final Interest Payment Period End-Date for such floating rate notes due 2023) and (ii)
with respect to such final Interest Payment Period, the level of SOFR for each calendar day in the period from and
including the Rate Cut-Off Date (as defined below) to but excluding the Maturity Date or redemption date, as
applicable, shall be the level of SOFR in respect of such Rate Cut-Off Date.
Interest Payment
The 20th of each January, April, July and October, commencing April 2020 and ending on the Maturity Date or, if
Period End-
we elect to redeem floating rate notes due 2023, ending on the redemption date for such floating rate notes due
Dates:
2023; provided that if any scheduled Interest Payment Period End-Date, other than the Maturity Date or, if we
elect to redeem floating rate notes due 2023, the redemption date for such floating rate notes due 2023, falls on a
day that is not a business day, it will be postponed to the following business day, except that, if that business day
would fall in the next calendar month, the Interest Payment Period End-Date will be the immediately preceding
business day. If the scheduled final Interest Payment Period End-Date for the floating rate notes due 2023 (i.e.,
the Maturity Date or, if we elect to redeem floating rate notes due 2023, the redemption date for such floating rate
notes due 2023) falls on a day that is not a business day, the payment of principal and interest will be made on the
next succeeding business day, but interest on that payment will not accrue during the period from and after the
scheduled final Interest Payment Period End-Date.
Interest Payment
The second business day following each Interest Payment Period End-Date; provided that the Interest Payment
Dates:
Date with respect to the final Interest Payment Period will be the Maturity Date or, if we elect to redeem floating
rate notes due 2023, the redemption date for such floating rate notes due 2023. If the scheduled Maturity Date or
redemption date falls on a day that is not a business day, the payment of principal and interest will be made on the
next succeeding business day, but interest on that payment will not accrue during the period from and after the
scheduled Maturity Date or redemption date.
Rate Cut-Off Date: The second U.S. Government Securities Business Day prior to the Maturity Date or redemption date, as
applicable
Business Day:
New York
Calculation Agent: The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase
Bank))
Minimum
$1,000 and integral multiples of $1,000 in excess thereof
Denominations:
CUSIP:
617446 8K8
ISIN:
US6174468K89
Day Count
Actual/360
Convention:
Prohibition of Sales
to
EEA Retail
Applicable
Investors:
Other Provisions: See "Optional Redemption," "Supplemental Information Concerning Description of Debt Securities--Floating
Rate Debt Securities" and "Determination of SOFR" below.
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PS-3
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Fixed/Floating Rate Notes Due 2031
Principal Amount: $3,500,000,000
Maturity Date:
January 22, 2031
Settlement Date

(Original Issue January 22, 2020 (T+3)
Date):
Interest Accrual
January 22, 2020
Date:
Issue Price:
100%
Specified Currency: U.S. dollars

Redemption
100%
Percentage at
Maturity:
Fixed Rate Period: The period from and including the Settlement Date to but excluding January 22, 2030
Floating Rate
The period from and including January 22, 2030 to but excluding the Maturity Date
Period:
Interest Rate:
During the Fixed Rate Period, 2.699% per annum; during the Floating Rate Period, see "Supplemental
Information Concerning Description of Debt Securities--Floating Rate Debt Securities" below
Base Rate:
SOFR (compounded daily over a quarterly Interest Payment Period in accordance with the specific formula
described in this pricing supplement). As further described in this pricing supplement, (i) in determining the Base
Rate for a U.S. Government Securities Business Day, the Base Rate generally will be the rate in respect of such
day that is provided on the following U.S. Government Securities Business Day and (ii) in determining the Base
Rate for any other day, such as a Saturday, Sunday or holiday, the Base Rate generally will be the rate in respect
of the immediately preceding U.S. Government Securities Business Day that is provided on the following U.S.
Government Securities Business Day.
Spread (Plus or
Plus 1.143% (to be added to the accrued interest compounding factor for an Interest Payment Period)
Minus):
Index Maturity:
Daily
Index Currency:
U.S. dollars
Interest Payment
During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly. With respect to an
Periods:
Interest Payment Date during the Floating Rate Period, the period from and including the second most recent
Interest Payment Period End-Date (or from and including January 22, 2030 in the case of the first Interest
Payment Period during the Floating Rate Period) to but excluding the immediately preceding Interest Payment
Period End-Date; provided that (i) the Interest Payment Period with respect to the final Interest Payment Date
(i.e., the Maturity Date or, if we elect to redeem fixed/floating rate notes due 2031, the redemption date for such
fixed/floating rate notes due 2031) will be the period from and including the second-to-last Interest Payment
Period End-Date to but excluding the Maturity Date or, if we elect to redeem fixed/floating rate notes due 2031, to
but excluding the redemption date for such fixed/floating rate notes due 2031 (in each case, the final Interest
Payment Period End-Date for such fixed/floating rate notes due 2031) and (ii) with respect to such final Interest
Payment Period, the level of SOFR for each calendar day in the period from and including the Rate Cut-Off Date
to but excluding the Maturity Date or redemption date, as applicable, shall be the level of SOFR in respect of such
Rate Cut-Off Date.
Interest Payment
With respect to the Floating Rate Period, the 22nd of each January, April, July and October, commencing April
Period End-
2030 and ending on the Maturity Date or, if we elect to redeem fixed/floating rate notes due 2031, ending on the
Dates:
redemption date for such fixed/floating rate notes due 2031; provided that if any scheduled Interest Payment
Period End-Date, other than the Maturity Date or, if we elect to redeem fixed/floating rate notes due 2031, the
redemption date for such fixed/floating rate notes due 2031, falls on a day that is not a business day, it will be
postponed to the following business day, except that, if that business day would fall in the next calendar month, the
Interest Payment Period End-Date will be the immediately preceding business day. If the scheduled final Interest
Payment Period End-Date for the fixed/floating rate notes due 2031 (i.e., the Maturity Date or, if we elect to
redeem fixed/floating rate notes due 2031, the redemption date for such fixed/floating rate notes due 2031) falls on
a day that is not a business day, the payment of principal and interest will be made on the next succeeding
business day, but interest on that payment will not accrue during the period from and after the scheduled final
Interest Payment Period End-Date.
Interest Payment
With respect to the Fixed Rate Period, each January 22 and July 22, commencing July 22, 2020 to and including
Dates:
January 22, 2030; with respect to the Floating Rate Period, the second business day following each Interest
Payment Period End-Date; provided that the Interest Payment Date with respect to the final Interest Payment
Period will be the Maturity Date or, if we elect to redeem fixed/floating rate notes due 2031, the redemption date
for such fixed/floating rate notes due 2031. If the scheduled Maturity Date or redemption date falls on a day that
is not a business day, the payment of principal and interest will be made on the next succeeding business day, but
interest on that payment will not accrue during the period from and after the scheduled Maturity Date or
redemption date.
Rate Cut-Off Date: The second U.S. Government Securities Business Day prior to the Maturity Date or redemption date, as
applicable
Business Day:
New York

Calculation Agent: The Bank of New York Mellon (as successor to JPMorgan Chase Bank, N.A. (formerly known as JPMorgan Chase
Bank))
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Minimum
$1,000 and integral multiples of $1,000 in excess thereof
Denominations:
PS-4
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CUSIP:
617446 8L6
ISIN:
US6174468L62
Day Count Convention: During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360
Prohibition of Sales to
EEA Retail Investors: Applicable
Other Provisions:
Optional make-whole redemption on or after July 22, 2020 and prior to January 22, 2030, on at least 5 but
not more than 30 days' prior notice, as described in the accompanying prospectus under the heading
"Description of Debt Securities--Redemption and Repurchase of Debt Securities--Optional Make-whole
Redemption of Debt Securities," provided that, for purposes of the fixed/floating rate notes due 2031, (A) the
make-whole redemption price shall be equal to the greater of: (i) 100% of the principal amount of such notes
to be redeemed and (ii) the sum of (a) the present value of the payment of principal on such notes to be
redeemed and (b) the present values of the scheduled payments of interest on such notes to be redeemed that
would have been payable from the date of redemption to January 22, 2030 (not including any portion of such
payments of interest accrued to the date of redemption), each discounted to the date of redemption on a
semiannual basis (assuming a 360-day year consisting of twelve 30-day months) at the treasury rate plus 15
basis points, as calculated by the premium calculation agent; plus, in either case, accrued and unpaid
interest on the principal amount being redeemed to the redemption date and (B) "comparable treasury issue"
means the U.S. Treasury security selected by the premium calculation agent as having a maturity comparable
to the remaining term of the fixed/floating rate notes due 2031 to be redeemed as if the fixed/floating rate
notes due 2031 matured on January 22, 2030 ("remaining life") that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new issues of corporate debt
securities of comparable maturity to the remaining life.

See also "Optional Redemption," "Supplemental Information Concerning Description of Debt Securities--
Floating Rate Debt Securities" and "Determination of SOFR" below.

PS-5
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Risk Factors
For a discussion of the risk factors affecting Morgan Stanley and its business, including market risk, credit risk, operational risk,
liquidity risk, legal, regulatory and compliance risk, risk management, competitive environment, international risk and acquisition,
divestiture and joint venture risk, among others, see "Risk Factors" in Part I, Item 1A of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2018 and our current and periodic reports filed pursuant to the Securities Exchange Act of 1934, as
amended (file number 001-11758) that are incorporated by reference into this pricing supplement and the accompanying prospectus
supplement and prospectus.
This section describes certain selected risk factors relating to the notes. Please see "Risk Factors" in the accompanying
prospectus for a complete list of risk factors relating to the notes.
SOFR has a very limited history; the future performance of SOFR cannot be predicted based on historical performance. You
should note that publication of SOFR began on April 3, 2018 and it therefore has a very limited history. In addition, the future
performance of SOFR cannot be predicted based on the limited historical performance. The level of SOFR during the term of the notes
may bear little or no relation to the historical level of SOFR. 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 "New York Federal Reserve"), such analysis inherently involves assumptions, estimates
and approximations. The future performance of SOFR is impossible to predict and therefore no future performance of SOFR or the
notes may be inferred from any of the historical simulations or historical performance. Hypothetical or historical performance data
are not indicative of, and have no bearing on, the potential performance of SOFR or the notes. Changes in the levels of SOFR will
affect the Base Rate and, therefore, the return on the notes and the trading price of such notes, but it is impossible to predict whether
such levels will rise or fall. There can be no assurance that SOFR or the Base Rate will be positive.
Any failure of SOFR to gain market acceptance could adversely affect the notes. SOFR may fail to gain market acceptance.
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 Treasury repo market. However, as
a rate based on 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 substitute or successor for all of the purposes for which 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 the notes and the price at which you can
sell such notes.
The composition and characteristics of SOFR are not the same as those of LIBOR and there is no guarantee that either SOFR
or the Base Rate is a comparable substitute for LIBOR. In June 2017, the New York Federal Reserve'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 LIBOR. SOFR is a broad Treasury repo financing rate that represents overnight
secured funding transactions. This means that SOFR is fundamentally different from LIBOR for two key reasons. First, SOFR is a
secured rate, while LIBOR is an unsecured rate. Second, SOFR is an overnight rate, while LIBOR represents interbank funding over
different maturities. As a result, there can be no assurance that SOFR will perform in the same way as LIBOR would have at any time,
including, without limitation, as a result of changes in interest and yield rates in the market, market volatility or global, national or
regional economic, financial, political, regulatory, judicial or other events. For example, since publication of SOFR began on April 3,
2018, daily changes in SOFR have, on occasion, been more volatile than daily changes in comparable benchmark or other market
rates. For additional information regarding SOFR, see "Secured Overnight Financing Rate" below.
The secondary trading market for notes linked to SOFR may be limited. Since SOFR is a relatively new market rate, the notes
will likely have no established trading market when issued and an established trading market may never develop or may not be very
liquid. Market terms for debt securities linked to SOFR (such as the notes) such as the Spread may evolve over time and, as a result,
trading prices of the notes may be lower than those of later-issued debt securities that are linked to SOFR. Similarly, if SOFR does not
prove to be widely used in debt securities similar to the notes, the trading price of the notes may be lower than that of debt securities
linked to rates that are more widely used. Investors in the notes may not be able to sell such notes at all or may not be able to sell such
notes at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Further,
investors wishing to sell the floating rate notes due 2023 or the fixed/floating rate notes due 2031 during the Floating Rate Period in
the secondary market will have to make assumptions as to the future performance of SOFR during the applicable Interest Payment
Period in which they intend the sale to take place. As a result, investors may suffer from increased pricing volatility and market risk.
PS-6
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The administrator of SOFR may make changes that could change the value of SOFR or discontinue SOFR and has no
obligation to consider your interests in doing so. The New York Federal Reserve (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.
In addition, the administrator may alter, discontinue or suspend calculation or dissemination of SOFR (in which case a fallback
method of determining the interest rate on the floating rate notes due 2023, and the method of determining the interest rate on the
fixed/floating rate notes due 2031 during the Floating Rate Period, in each case as further described under "Determination of SOFR,"
will apply). The administrator has no obligation to consider your interests in calculating, adjusting, converting, revising or
discontinuing SOFR.
If SOFR is discontinued, the floating rate notes due 2023 will bear interest, and the fixed/floating rate notes due 2031 will bear
interest during the Floating Rate Period, by reference to a different base rate, which could adversely affect the value of the notes,
the return on the notes and the price at which you can sell such floating rate notes due 2023, or the price at which you can sell such
fixed/floating rate notes due 2031 during the Floating Rate Period; there is no guarantee that any Benchmark Replacement will be
a comparable substitute for SOFR. If we or our designee determine that a Benchmark Transition Event and its related Benchmark
Replacement Date have occurred in respect of SOFR, then the interest rate on the floating rate notes due 2023 and the fixed/floating
rate notes due 2031 during the Floating Rate Period will no longer be determined by reference to SOFR, but instead will be
determined by reference to a different rate, which will be a different benchmark than SOFR, plus a spread adjustment, which we refer
to as a "Benchmark Replacement," as further described under "Determination of SOFR" below.
If a particular Benchmark Replacement or Benchmark Replacement Adjustment cannot be determined, then the next-available
Benchmark Replacement or Benchmark Replacement Adjustment will apply. These replacement rates and adjustments may be
selected, recommended or formulated by (i) the Relevant Governmental Body (such as the ARRC), (ii) ISDA or (iii) in certain
circumstances, us or our designee. In addition, the terms of the notes expressly authorize us or our designee to make Benchmark
Replacement Conforming Changes with respect to, among other things, changes to the definition of "Interest Payment Period," timing
and frequency of determining rates and making payments of interest and other administrative matters. The determination of a
Benchmark Replacement, the calculation of the interest rate on the floating rate notes due 2023, and the fixed/floating rate notes due
2031 during the Floating Rate Period, by reference to a Benchmark Replacement (including the application of a Benchmark
Replacement Adjustment), any implementation of Benchmark Replacement Conforming Changes and any other determinations,
decisions or elections that may be made under the terms of the notes in connection with a Benchmark Transition Event could adversely
affect the value of the notes, the return on the notes and the price at which you can sell such notes.
Any determination, decision or election described above will be made in our or our designee's sole discretion.
In addition, (i) the composition and characteristics of the Benchmark Replacement will not be the same as those of SOFR, the
Benchmark Replacement will not be the economic equivalent of SOFR, there can be no assurance that the Benchmark Replacement
will perform in the same way as SOFR would have at any time and there is no guarantee that the Benchmark Replacement will be a
comparable substitute for SOFR (each of which means that a Benchmark Transition Event could adversely affect the value of the notes,
the return on the notes and the price at which you can sell such notes), (ii) any failure of the Benchmark Replacement to gain market
acceptance could adversely affect the notes, (iii) the Benchmark Replacement may have a very limited history and the future
performance of the Benchmark Replacement cannot be predicted based on historical performance, (iv) the secondary trading market
for notes linked to the Benchmark Replacement may be limited and (v) the administrator of the Benchmark Replacement may make
changes that could change the value of the Benchmark Replacement or discontinue the Benchmark Replacement and has no obligation
to consider your interests in doing so.
The interest rate on the floating rate notes due 2023 and, during the Floating Rate Period, the fixed/floating rate notes due
2031 is based on a daily compounded SOFR rate, which is relatively new in the marketplace. For each Interest Payment Period for
the floating rate notes due 2023 and for each Interest Payment Period during the Floating Rate Period for the fixed/floating rate notes
due 2031, the interest rate on the notes is based on a daily compounded SOFR rate calculated using the specific formula described in
this pricing supplement, not the SOFR rate published on or in respect of a particular date during such Interest Payment Period or an
average of SOFR rates during such period. For this and other reasons, the interest rate on the notes during any Interest Payment
Period for the floating rate notes due 2023 and any Interest Payment Period within the Floating Rate Period for the fixed/floating rate
notes due 2031 will not be the same as the interest rate on other SOFR-linked investments that use an alternative basis to determine the
applicable interest rate. Further, if the SOFR rate in respect of a particular date during an Interest Payment Period for the floating
rate notes due 2023, or during an Interest Payment Period within the Floating Rate Period for the fixed/floating rate notes due 2031, is
negative, the portion of the accrued interest compounding factor specifically attributable to such date will be less than one, resulting in
a reduction to the accrued interest compounding factor used to calculate the interest payable on such notes on the Interest Payment
Date for such Interest Payment Period.
PS-7
https://www.sec.gov/Archives/edgar/data/895421/000090514820000098/efc20-74_424b2.htm
10/20