Obligation Truist Corporation 7.161% ( US89788MAQ50 ) en USD

Truist Corporation

108.053 % ▼

Etats-unis

US89788MAQ50 ( en USD )

7.161% par an ( paiement semestriel )

29/10/2029

Prospectus brochure de l'obligation Truist Financial Corp US89788MAQ50 en USD 7.161%, échéance 29/10/2029

89788MAQ5

A- ( Qualité moyenne supérieure )

Baa1 ( Qualité moyenne inférieure )

30/04/2026 ( Dans 177 jours )

Truist Financial Corporation est une société holding bancaire américaine résultant de la fusion de BB&T et de SunTrust Banks en 2019, offrant une large gamme de services financiers aux particuliers, aux entreprises et aux institutions.

L'Obligation émise par Truist Corporation ( Etats-unis ) , en USD, avec le code ISIN US89788MAQ50, paye un coupon de 7.161% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 29/10/2029

L'Obligation émise par Truist Corporation ( Etats-unis ) , en USD, avec le code ISIN US89788MAQ50, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Truist Corporation ( Etats-unis ) , en USD, avec le code ISIN US89788MAQ50, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B3 1 d540738d424b3.htm 424B3
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-261845
This pricing supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but it is not complete and may be
changed. This pricing supplement and the accompanying prospectus and prospectus supplement are not an offer to sell these securities and they are not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 25, 2023
PRICING SUPPLEMENT No. 10, dated October , 2023
(To prospectus, dated January 13, 2022, and
prospectus supplement, dated March 11, 2022)
TRUIST FINANCIAL CORPORATION
Medium-Term Notes, Series G (Senior)
This pricing supplement supplements the terms and conditions in the prospectus, dated January 13, 2022, as supplemented by the prospectus supplement, dated March 11, 2022 (the "prospectus
supplement" and together with the prospectus, dated January 13, 2022 (the "base prospectus"), and all documents incorporated herein by reference therein and herein, the "prospectus"), and relates to the
offering and sale of $ aggregate principal amount of % Fixed-to-Floating Rate Senior Notes due October , 2029 (the "Notes"). Unless otherwise defined in this pricing supplement,
terms used herein have the same meanings as are given to them in the prospectus.
Term
Fixed-to-Floating Rate Senior Notes
CUSIP / ISIN Nos.
89788MAQ5 / US89788MAQ50
Series
Series G (Senior)
Form of Note
Book-Entry
Principal Amount
$
Trade Date
October , 2023
Original Issue Date
October , 2023 (T+ )
Maturity Date
October , 2029
Redemption Dates and Terms
Redeemable (i) at any time after 180 days following the issue date and before October , 2028, in
whole or in part, at a make- whole redemption price described under "Supplemental Description of the
Notes--Redemption at Our Option," and (ii) on October , 2028, in whole but not in part, or on or
after September , 2029 (one month prior to the Maturity Date), in whole or in part, at any time and
from time to time, at a redemption price equal to 100% of the principal amount of the Notes being
redeemed, in each case, plus accrued and unpaid interest thereon to, but excluding, the date of
redemption. We will provide 10 to 60 calendar days' notice of redemption to the registered holder of the
Notes.
Base Rate
During the Floating Rate Period, SOFR (compounded daily over a quarterly Interest Period in
accordance with the specific formula described in this pricing supplement).
Distribution
Underwritten basis
Authorized Denomination
$2,000, or any amount in excess of $2,000 which is an integral multiple of $1,000
Issue Price (Dollar Amount and Percentage of Principal Amount)
$/%
Net Proceeds (Before Expenses) to the Company
$
Fixed Rate Period
The period from, and including, the Original Issue Date to, but excluding, October , 2028
Floating Rate Period
The period from, and including, October , 2028 to, but excluding, the Maturity Date
Interest Rate
During the Fixed Rate Period, % per annum; during the Floating Rate Period, a compounded average
of daily SOFR determined for each quarterly Interest Period in accordance with the specific formula
described under "Supplemental Description of Notes" section below, plus the Spread.
Initial Interest Rate
Not applicable
Interest Payment Dates
With respect to the Fixed Rate Period, each April and October , commencing April ,
2024; with respect to the Floating Rate Period, each January , April , July and
October , commencing January , 2029, as further described under "Supplemental Description
of Notes" section below.
Interest Periods
During the Fixed Rate Period, semiannually; during the Floating Rate Period, quarterly, as defined under
"Supplemental Description of Notes" section below.
Regular Record Dates
15 calendar days prior to each interest payment date
Interest Determination Dates
For the Floating Rate Period, the date two U.S. Government Securities Business Days before each
interest payment date.
Interest Reset Dates
For the Floating Rate Period, each interest payment date.
Index Source
As published by SOFR administrator
Index Maturity
Daily
Spread
+ basis points
Spread Multiplier
Not applicable
Maximum Interest Rate
Maximum rate permitted by New York law.
Day Count
During the Fixed Rate Period, 30/360; during the Floating Rate Period, Actual/360
Minimum Interest Rate
Zero
Original Issue Discount Notes
Not applicable
The Notes are unsecured and will rank equally with our other unsecured and unsubordinated debt obligations.
The Notes are not deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency.
Investing in the Notes involves risk. See "Supplemental Risk Factors" beginning on page PS-5 of this pricing supplement as well as "Risk Factors" beginning on page S-2 of
the prospectus supplement and page 18 of our Annual Report on Form 10-K for the year ended December 31, 2022, which is incorporated herein by reference.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or determined that this
pricing supplement, the attached prospectus supplement or the attached prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per Note(1)
Total
Price to Public
%
$
Underwriters' Discount
%
$
Net Proceeds (Before Expenses) to Us
%
$
(1)
Plus accrued interest, if any, from October, 2023, if settlement occurs after that date.
We expect to deliver the Notes to investors through the book-entry delivery system of The Depository Trust Company and its direct participants on or about October, 2023.
Joint Book-Running Managers
Truist Securities
Goldman Sachs & Co. LLC
RBC Capital Markets
October, 2023

RECENT DEVELOPMENTS
Truist's Third Quarter 2023 Financial Results
On October 19, 2023, we reported earnings for the third quarter of 2023. Outlined below is a summary of those results. Our third quarter 2023
consolidated financial results below are unaudited and preliminary. Such results are based on information available to management as of the date of the
earnings report and is subject to completion by management of our financial statements as of and for the period ended September 30, 2023. There can be
no assurance that actual results for the third quarter will not differ from these preliminary financial data and any such changes could be material.
Complete quarterly results will be included in our Quarterly Report on Form 10-Q for the period ended September 30, 2023, which we expect to file
with the SEC on or before November 9, 2023, which will contain more detailed information than is included below. Our third quarter 2023 consolidated
financial results below should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2022, and our Quarterly
Reports on Form 10-Q for the periods ended March 31, 2023 and June 30, 2023, which are incorporated by reference herein.
The preliminary financial data included in this document has been prepared by, and is the responsibility of, Truist's management.
PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled, nor applied agreed-upon procedures with respect to the preliminary
financial data. Accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.
Earnings Overview--Third Quarter 2023 Compared to Second Quarter 2023
Net income available to common shareholders was $1.1 billion, or $0.80 per diluted share compared to $1.2 billion or $0.92 per diluted share in
the second quarter of 2023. The current quarter includes $75 million ($58 million after-tax), or $0.04 per share, of merger-related and restructuring
charges.
Taxable-equivalent net interest income for the third quarter of 2023 was down $58 million, or 1.6%, compared to the second quarter of 2023
driven by lower earning assets. The net interest margin was 2.95%, up four basis points due to balance sheet optimization efforts, which included paying
down higher-cost borrowings, reducing lower yielding loan portfolios, and improving spreads on new and renewed loans. The yield on the total loan
portfolio was 6.25%, up 18 basis points and the yield on the average securities portfolio was 2.26%, up nine basis points primarily due to higher market
interest rates.
The average cost of total deposits was 1.81%, up 30 basis points and the average cost of short-term borrowings was 5.47%, up 28 basis points.
The average cost of long-term debt was 4.51%, down 11 basis points. The increase in rates on deposits and short-term borrowings was largely
attributable to the higher rate environment, whereas the lower costs for long-term debt reflects the paydown of higher-cost FHLB borrowings.
Noninterest income was down $185 million, or 8.1%, compared to the second quarter of 2023 due to seasonally lower insurance income, lower
service charges on deposits, and lower investment banking and trading income, partially offset by higher other income. Service charges on deposits
include an $87 million reduction due to client refund accruals resulting from a revision in deposit service fee protocols.
Noninterest expense was flat compared to the second quarter of 2023 due to lower personnel expense and professional fees and outside processing
expenses that were partially offset by higher other expense and merger-related and restructuring charges. Merger-related and restructuring charges
increased $21 million. Merger-related and restructuring charges for both quarters in 2023 include severance and facilities optimization costs. Adjusted
noninterest expenses, which exclude merger-related costs, the amortization of intangibles, and a small loss on the early extinguishment of debt,
decreased $17 million, or 0.5%, compared to the prior quarter. Adjusted noninterest expenses includes the impact of $70 million of higher other
expenses due to costs associated with the change to the deposit service fee protocols and resolution of certain legal matters.
PS-2

The effective tax rate decreased compared to the second quarter of 2023 primarily driven by decreases in the full year forecasted effective tax rate,
partially offset by changes in discrete tax items.
Balance Sheet Overview--Third Quarter 2023 Compared to Second Quarter 2023
Average loans held for investment decreased $8.3 billion, or 2.5%, compared to the prior quarter, primarily due to the sale of the student loan
portfolio at the end of the second quarter of 2023 and balance sheet optimization in lower return portfolios. Excluding the student loan sale, average
loans held for investment declined 1.1% compared to the prior quarter.
Average commercial loans decreased 1.1% due to a decline in the commercial and industrial portfolio.
Average consumer loans decreased 4.8% due to the sale of the student loan portfolio and lower indirect auto production, partially offset by growth
in higher-return point-of-sale lending in the other consumer portfolio (Service Finance and Sheffield).
Average deposits for the third quarter of 2023 were $401.0 billion, an increase of $1.2 billion, or 0.3%, compared to the prior quarter.
Average noninterest-bearing deposits decreased 3.9% compared to the prior quarter and represented 29.6% of total deposits for the third quarter of
2023 compared to 30.9% for the second quarter of 2023 and 34.8% compared to the year ago quarter. Average time deposits increased 14% due to
increases in retail client time deposits, primarily due to migration from other deposit products, and brokered time deposits.
Asset Quality
Nonperforming assets totaled $1.6 billion at September 30, 2023, flat compared to June 30, 2023. Nonperforming loans and leases held for
investment were 0.46% of loans and leases held for investment at September 30, 2023, down one basis point compared to June 30, 2023.
Loans 90 days or more past due and still accruing totaled $574 million at September 30, 2023, down $88 million, or three basis points as a
percentage of loans and leases, compared with the prior quarter primarily due to a decline in government guaranteed residential mortgages. Excluding
government guaranteed loans, the ratio of loans 90 days or more past due and still accruing as a percentage of loans and leases was 0.04% at
September 30, 2023, unchanged from June 30, 2023.
Loans 30-89 days past due and still accruing of $1.6 billion at September 30, 2023 were up $86 million, or four basis points as a percentage of
loans and leases, compared to the prior quarter primarily due to increases in the consumer portfolio, partially offset by decreases in the commercial
portfolio.
The allowance for credit losses was $5.0 billion and includes $4.7 billion for the allowance for loan and lease losses and $277 million for the
reserve for unfunded commitments. The Allowance for loan and lease losses ("ALLL") ratio was 1.49%, up six basis points compared with June 30,
2023. The ALLL covered nonperforming loans and leases held for investment 3.2X compared to 3.0X at June 30, 2023. At September 30, 2023, the
ALLL was 2.9X annualized net charge-offs, compared to 2.6X at June 30, 2023. The ALLL to annualized net charge-offs for the prior quarter was
impacted by the charge-off related to the sale of the student loan portfolio. Excluding the impact from the student loan charge-offs, the ALLL to
annualized net charge-offs was 3.4X at June 30, 2023.
The provision for credit losses was $497 million compared to $538 million for the second quarter of 2023. The net charge-off ratio for the current
quarter was down compared to the second quarter of 2023 primarily driven by the sale of the student loan portfolio in the prior quarter, partially offset
by higher charge-offs in the CRE and indirect auto portfolios.
PS-3

Dividends and Capital
Capital ratios remained strong compared to the regulatory requirements for well capitalized banks. Truist declared common dividends of $0.52 per
share during the third quarter of 2023. The dividend payout ratio for the third quarter of 2023 was 65%. Truist did not repurchase any shares in the third
quarter of 2023.
Truist's common equity tier 1 ratio was 9.9% as of September 30, 2023. The increase since June 30, 2023 resulted from organic capital generation
and RWA optimization.
PS-4

SUPPLEMENTAL RISK FACTORS
The following supplemental information concerning the Notes is intended to be read in conjunction with the section entitled "Risk Factors" in the
accompanying prospectus, which the following information supplements and, if there are any inconsistencies, supersedes.
Supplemental Risk Factors Relating to Acceleration Rights, Subordination and Resolution
Events for which acceleration rights under the Notes may be exercised are more limited than those available under the terms of our outstanding
senior debt securities issued prior to the issue date of the Notes.
On June 6, 2022, we entered into a second supplemental indenture (the "second supplemental indenture") between us, as issuer, and U.S. Bank
Trust Company, National Association (successor in interest to U.S. Bank National Association), as trustee (the "senior trustee"), to the indenture
governing our senior debt securities, dated as of May 24, 1996 and as amended by the first supplemental indenture, dated as of May 4, 2009 (such
indenture as amended or supplemented from time to time, the "senior indenture"), pursuant to which the terms of our senior debt securities to be issued
on or after the date of the second supplemental indenture, including the Notes, are modified. The modifications to the terms of our senior debt securities
under the second supplemental indenture include, among other things, limiting the circumstances under which the payment of the principal amount of
such senior debt securities can be accelerated.
All or substantially all of our outstanding senior debt securities issued prior to the date of the second supplemental indenture (the "existing senior
debt securities") provide acceleration rights for nonpayment of principal, premium (if any) or interest and for certain events relating to the bankruptcy,
insolvency or reorganization of Truist Financial Corporation. The existing senior debt securities also provide acceleration rights for our failure to
perform any other covenant or warranty (in the applicable senior indenture under which such existing senior debt securities were issued) for 90 days
after we have received written notice of such failure, as well as for certain cross defaults on our or our subsidiaries' indebtedness and certain events
relating to the bankruptcy, insolvency or reorganization of any Principal Constituent Bank (as defined in the senior indenture). In addition, the existing
senior debt securities do not require a 30-day cure period before a nonpayment of principal becomes an event of default and acceleration rights become
exercisable with respect to such nonpayment.
However, under the senior indenture, as supplemented by the second supplemental indenture, payment of the principal amount of the Notes:
·
may be accelerated only for (i) our failure to pay the principal of, premium (if any) or interest on the Notes and, in each case, such
nonpayment continues for 30 days after such payment is due, or (ii) the occurrence of certain events relating to bankruptcy, insolvency or
reorganization of Truist Financial Corporation; and
·
may not be accelerated if (i) we fail to perform any covenant or agreement (other than nonpayment of principal, premium (if any) or
interest) in the senior indenture, as supplemented by the second supplemental indenture, or (ii) for the bankruptcy, insolvency or
reorganization of any Principal Constituent Bank.
As a result of these differing provisions, if we fail to perform any covenant or agreement (other than nonpayment of principal, premium (if any) or
interest) that applies both to the Notes and to any existing senior debt securities, or if certain cross defaults on our or our subsidiaries' indebtedness
occur, or if certain events of bankruptcy, insolvency or reorganization occur with respect to any Principal Constituent Bank, the senior trustee and the
holders of the existing senior debt securities would have acceleration rights that would not be available to the senior trustee or the holders of the Notes.
In addition, if we fail to pay the principal of any existing senior
PS-5

debt securities when due, an event of default would occur immediately with respect to such existing senior debt securities (and the exercise of
acceleration rights could proceed immediately in accordance with the provisions of the applicable senior indenture under which such existing senior debt
securities were issued), whereas, if we fail to pay the principal of the Notes when due, the senior trustee and the holders of the Notes must wait for the
30-day cure period to expire before such nonpayment of principal becomes an event of default and any acceleration rights are triggered with respect to
such nonpayment. Any repayment of the principal amount of existing senior debt securities following the exercise of acceleration rights in
circumstances in which such rights are not available to the holders of the Notes could adversely affect our ability to make timely payments on the Notes
thereafter. These limitations on the rights and remedies of holders of the Notes could adversely affect the market value of the Notes, especially during
times of financial stress for us or our industry.
Holders of the Notes could be at greater risk for being structurally subordinated if we sell, convey or transfer all or substantially all of our assets to
one or more of our majority-owned subsidiaries.
If we sell, convey or transfer all or substantially all of our assets to one or more of our direct or indirect majority-owned subsidiaries, under the
senior indenture, as supplemented by the second supplemental indenture, such subsidiary or subsidiaries will not be required to assume our obligations
under the Notes, and we will remain the sole obligor on the Notes. In such event, creditors of any such subsidiary or subsidiaries would have additional
assets from which to recover on their claims while holders of the Notes would be structurally subordinated to creditors of such subsidiary or subsidiaries
with respect to such assets. See "Supplemental Description of Notes--Consolidation, Merger, Sale, Conveyance and Lease."
Holders of Truist Financial Corporation's debt, including the Notes, and equity securities will absorb losses if it were to enter into a resolution.
Federal Reserve rules require that certain globally systemically important banks ("GSIBs") maintain minimum levels of unsecured external long-
term debt and other loss-absorbing capacity with specific terms ("eligible LTD") for purposes of recapitalizing such GSIBs' operating subsidiaries if
such GSIBs were to enter into a resolution either:
·
in a bankruptcy proceeding under Chapter 11 of the U.S. Bankruptcy Code, or
·
in a receivership administered by the FDIC under Title II of the Dodd-Frank Act.
On August 29, 2023, the Federal banking agencies issued a notice of proposed rulemaking (the "LTD NPR"), proposing long-term debt
requirements for Category II, III, and IV bank holding companies, which if adopted would require covered bank holding companies, such as Truist
Financial Corporation (the "Parent Company"), to issue and maintain minimum amounts of eligible LTD that satisfies certain requirements similar to
those established for GSIBs. The LTD NPR also proposes requiring minimum amounts of eligible LTD to be maintained by insured depositary
institutions ("IDIs") that are not consolidated subsidiaries of U.S. GSIBs and that have at least $100 billion in consolidated assets or are affiliated with
IDIs that have at least $100 billion in consolidated assets.
While we are not currently subject to the eligible LTD requirements applicable to GSIBs, if final rules are adopted pursuant to the LTD NPR, the
Parent Company may be subject to the long-term debt requirements of such rules. The Notes being offered hereby are intended to qualify as eligible
LTD for purposes of the Federal Reserve's total loss-absorbing capacity rules as currently in effect and the final rules, if any, adopted pursuant to the
LTD NPR. If the Parent Company were to enter into a resolution, holders of eligible LTD and other debt and equity securities of the Parent Company
will absorb the losses of the Parent Company and its subsidiaries.
As a result, the Parent Company's losses and any losses incurred by its subsidiaries would be imposed first on holders of the Parent Company's
equity securities and thereafter on its unsecured creditors, including holders of eligible LTD and other debt securities, such as the Notes. Claims of
holders of those securities would have a junior position to the claims of creditors of our subsidiaries and to the claims of priority (as determined by
statute) and secured creditors of the Parent Company.
PS-6

Accordingly, in a resolution of the Parent Company in bankruptcy, holders of eligible LTD and other debt securities of the Parent Company,
including the Notes, would realize value only to the extent available to the Parent Company as a shareholder of Truist Bank and its other subsidiaries,
and only after any claims of priority and secured creditors of the Parent Company have been fully repaid.
If the Parent Company were to approach, or enter into, a resolution, none of the Parent Company, the Federal Reserve or the FDIC is obligated to
follow our resolution strategy, and losses to holders of eligible LTD and other debt and equity securities of the Parent Company, including the Notes,
under whatever strategy ultimately followed, could be greater than they might have been under our resolution strategy.
Supplemental Risk Factors Relating to SOFR
The following discussion of risks should be read together with the section entitled "Description of Notes-- Base Rates--SOFR" in the
accompanying prospectus supplement and the section entitled "Supplemental Description of Notes" below, which define and further describe a number
of terms and matters referred to in these risk factors.
The interest rate on the Notes for each Floating Rate Interest Period is based on a Compounded SOFR rate, which is relatively new in the
marketplace.
For each Floating Rate Interest Period, the interest rate on the Notes is based on Compounded SOFR, which is calculated using the specific
formula described under "--Supplemental Description of Notes," not the SOFR rate published on or in respect of a particular date during such Floating
Rate Interest Period or an arithmetic average of SOFR rates during such period. For this and other reasons, the interest rate on the Notes during any
Floating Rate Interest Period 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 a Floating Rate Interest Period is negative, its contribution to
Compounded SOFR will be less than one, resulting in a reduction to Compounded SOFR used to calculate the interest payable on the Notes on the
interest payment date for such Floating Rate Interest Period.
In addition, very limited market precedent exists for securities that use SOFR as the interest rate and the method for calculating an interest rate
based upon SOFR in those precedents varies. Accordingly, the specific formula for the Compounded SOFR rate used in the Notes may not be widely
adopted by other market participants, if at all. If the market adopts a different calculation method, that would likely adversely affect the market value of
the Notes.
Compounded SOFR with respect to a particular Floating Rate Interest Period will only be capable of being determined near the end of the relevant
Floating Rate Interest Period.
The level of Compounded SOFR applicable to a particular Floating Rate Interest Period and, therefore, the amount of interest payable with respect
to such Floating Rate Interest Period will be determined on the interest determination date for such Floating Rate Interest Period. Because each such date
is near the end of such Floating Rate Interest Period, you will not know the amount of interest payable with respect to a particular Floating Rate Interest
Period until shortly prior to the related interest payment date and it may be difficult for you to reliably estimate the amount of interest that will be
payable on each such interest payment date. In addition, some investors may be unwilling or unable to trade the Notes without changes to their
information technology systems, both of which could adversely impact the liquidity and trading price of the Notes.
PS-7

The price at which the Notes may be sold prior to maturity will depend on a number of factors and may be substantially less than the amount for
which they were originally purchased.
Some of these factors include, but are not limited to: (i) actual or anticipated changes in the level of SOFR, (ii) volatility of the level of SOFR,
(iii) changes in interest and yield rates, (iv) any actual or anticipated changes in our credit ratings or credit spreads and (v) the time remaining to
maturity of such Notes. Generally, the longer the time remaining to maturity and the more tailored the exposure, the more the market price of the Notes
will be affected by the other factors described in the preceding sentence. This can lead to significant adverse changes in the market price of securities
like the Notes. Depending on the actual or anticipated level of SOFR, the market value of the Notes may decrease and you may receive substantially less
than 100% of the issue price if you are able to sell your Notes prior to maturity.
Supplemental Risk Factors Relating to Redemption
The Notes have early redemption risk.
We have the option to redeem the Notes (i) at any time after 180 days following the issue date and before October, 2028, in whole or in
part at a make-whole redemption price described under "Supplemental Description of the Notes--Redemption at Our Option", and (ii) on
October, 2028, in whole but not in part, or on or after September, 2029 (one month prior to the stated maturity date), in whole or in
part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Notes being redeemed, in each case plus
accrued and unpaid interest thereon to, but excluding, the date of redemption, with 10 to 60 calendar days' notice of redemption of the registered holder
of the Notes. It is more likely that we will redeem the Notes prior to the stated maturity date to the extent that the interest payable on such Notes is
greater than the interest that would be payable on other instruments of ours of a comparable maturity, of comparable terms and of a comparable credit
rating trading in the market. If the Notes are redeemed prior to the stated maturity date, you may have to re-invest the proceeds in a lower interest rate
environment.
PS-8

SUPPLEMENTAL DESCRIPTION OF NOTES
The following supplemental description of the Notes supplements and, to the extent inconsistent therewith, replaces the description of the general
terms and provisions of our medium-term notes set forth in the accompanying prospectus supplement under the section entitled "Description of Notes"
and the description of the general terms and provisions of our senior debt securities set forth in the accompanying base prospectus under the section
entitled "Description of the Debt Securities." It is important for you to consider the information contained in this pricing supplement and in the
accompanying prospectus before making your investment decision with respect to the Notes.
When Interest with Respect to the Fixed Rate Period Is Paid
For the Fixed Rate Period, we will pay interest on the Notes at a rate of % per annum, payable semiannually in arrears on
Apriland Octoberof each year, commencing on April, 2024 (each a, "fixed rate interest payment date"). The last fixed rate
interest payment date for the fixed rate period will be October, 2028. If any fixed rate interest payment date falls on a day that is not a business
day, the interest payment will be made on the next day that is a business day, and no interest will accrue for the period from and after the scheduled fixed
rate interest payment date. If the maturity date or a redemption date for the Notes falls on a day that is not a business day, the payment of interest and
principal will be made on the next succeeding business day, but no additional interest shall accrue and be paid unless we fail to make payment on such
next succeeding business day.
For the Fixed Rate Period, interest on the Notes will be computed and paid on the basis of a 360-day year of twelve 30-day months.
When Interest with Respect to the Floating Rate Period Is Paid
For the Floating Rate Period, we will pay interest quarterly in arrears on January, April, Julyand Octoberof
each year, commencing on January, 2029 (each, a "floating rate interest payment date"). If any floating rate interest payment date falls on a
day that is not a business day, we will postpone such interest payment date to the next succeeding business day (and interest thereon will continue to
accrue to but excluding such succeeding business day), unless the next succeeding business day is in the next succeeding calendar month, in which case
such floating rate interest payment date shall be the immediately preceding business day and interest shall accrue to but excluding such preceding
business day. If the maturity date or a redemption date for the Notes would fall on a day that is not a business day, the payment of interest and principal
will be made on the next succeeding business day, but no additional interest shall accrue and be paid unless we fail to make payment on such next
succeeding business day.
As further described herein, on each interest determination date relating to the applicable floating rate interest payment date, the calculation agent
will calculate the amount of accrued interest payable on the Notes for each Floating Rate Interest Period by multiplying (i) the outstanding principal
amount of the Notes by (ii) the product of (a) the interest rate for the relevant Floating Rate Interest Period multiplied by (b) the quotient of the actual
number of calendar days in such Observation Period divided by 360.
The term "Interest Period" means a Fixed Rate Interest Period or a Floating Rate Interest Period. A "Fixed Rate Interest Period" refers to, during
the Fixed Rate Period, the period commencing on any fixed rate interest payment date (and with respect to the initial Fixed Rate Interest Period only,
commencing on the issue date of the Notes) to, but excluding, the next succeeding fixed rate interest payment date. A "Floating Rate Interest Period"
refers to, during the Floating Rate Period, the period commencing on any floating rate interest payment date (or, with respect to the initial Floating Rate
Interest Period only, commencing on October, 2028) to, but excluding, the next succeeding floating rate interest payment date. In the case of
the interest payment at maturity, the Floating Rate Interest Period refers to the period from and including the floating rate interest payment date
PS-9

immediately preceding the maturity date to, but excluding such maturity date. In the event of an optional redemption, the applicable Interest Period with
respect to the Notes called for redemption will run to, but excluding, the redemption date.
Compounded SOFR
The interest rate on the Notes for each Floating Rate Interest Period (the "Floating Interest Rate") will be equal to Compounded SOFR (as defined
herein) plus a spread ofbasis points. "Compounded SOFR" will be determined by the calculation agent in accordance with the following
formula:
where:
"d0," for any Observation Period, is the number of U.S. Government Securities Business Days in the relevant Observation Period;
"i" is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Day in chronological order
from, and including, the first U.S. Government Securities Business Day in the relevant Observation Period;
"SOFRi," for any U.S. Government Securities Business Day "i" in the relevant Observation Period, is equal to SOFR in respect of that day "i";
"ni," for any U.S. Government Securities Business Day "i" in the relevant Observation Period, is the number of calendar days from, and including,
such U.S. Government Securities Business Day "i" to, but excluding, the following U.S. Government Securities Business Day ("i+1"); and
"d" is the number of calendar days in the relevant Observation Period.
For these calculations, the daily SOFR in effect on any U.S. Government Securities Business Day will be the applicable SOFR as reset on that
date.
For purposes of determining Compounded SOFR, "SOFR" means, with respect to any U.S. Government Securities Business Day:
(1) the Secured Overnight Financing Rate published for such U.S. Government Securities Business Day as such rate appears on the Federal
Reserve Bank of New York's Website at 3:00 p.m. (New York time) on the immediately following U.S. Government Securities Business Day (the
"SOFR Determination Time"); or
(2) if the rate specified in (1) above does not so appear, unless both a Benchmark Transition Event and its related Benchmark Replacement Date
have occurred, the Secured Overnight Financing Rate as published in respect of the first preceding U.S. Government Securities Business Day for
which the Secured Overnight Financing Rate was published on the Federal Reserve Bank of New York's Website.
"Observation Period" with respect of each Floating Rate Interest Period, the period from, and including, the date two U.S. Government Securities
Business Days preceding the first date in such Floating Rate Interest Period to, but excluding, the date two U.S. Government Securities Business Days
preceding the interest payment date for such Floating Rate Interest Period.
"Reference Time" with respect to any determination of the Benchmark means (1) if the Benchmark is Compounded SOFR, the SOFR
Determination Time, and (2) if the Benchmark is not Compounded SOFR, the time determined by us or the Designee (after consulting with us) in
accordance with the Benchmark Replacement Conforming Changes.
PS-10