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SSIBLE EFFECTS OF CHANGES IN UNITED STATES OR OTHER TAX LAWS. S-28 EFTA00690318 UNDERWRITING Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, RBC Capital Markets, LLC, UBS Securities LLC and Wells Fargo Securities, LLC are acting as representatives of the underwriters named below. Subje
luding the risk factors incorporated by reference from Part I, Item lA of our most recent Annual Report on Form 10-K, as may be updated by Part II, Item IA of our Quarterly Reports on Form 10-Q and other SEC filings filed after such Annual Report, which are incorporated by reference herein. See "Where Y
ons set forth in an underwriting agreement between us and the undenvriters named below, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and UBS Securities LLC are acting as representatives (the "Representatives"), we have agreed to sell to them, and the underwriters have severally a
tled "Risk Factors," the accompanying prospectus and the documents incorporated herein by reference (including the risk factors set forth in Part 1, Item IA of our Annual Report on Font 10-K for the year ended December 31, 2015), our financial statements and notes thereto incorporated by reference into t
customary financial practice, in pricing a new issue of corporate debt securities maturing on , 2021. "Independent Investment Banker- means one of Morgan Stanley & Co. LLC, Merrill Lynch. Pierce. Fenner & Smith Incorporated. UBS Securities LLC, Wells Fargo Securities, LLC, and their respective successors, appointed by
and the applicable prospectus supplement. You should consider the risks, uncertainties and assumptions discussed under the caption "Risk Factors" in Item IA of our Annual Report, which is incorporated by reference in this prospectus. If any of the events or circumstances described as risks actually occur
NFLICTS OF INTEREST) The Bank of New York Mellon Corporation and Citigroup Global Markets Inc., Merrill Lynch, Pierce. Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, UBS Securities LLC and BNY Mellon Capital Markets, LLC, as the representatives of the underwriters, have entered into an underwriting agreement dat
any of our securities, in addition to the other information in this prospectus, you should carefully consider the risk factors contained in Part I, Item IA under the caption "Risk Factors" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2014 and in our 2014 Annual Report to Sha
Entities connected to both Morgan Stanley & Co. LLC and Item IA

United States
LOCATIONthe Securities and Exchange Commission
ORGANIZATION
Morgan Stanley
ORGANIZATION
BofA Merrill Lynch
ORGANIZATIONthe District of Columbia
LOCATIONthe New York Banking Law
ORGANIZATION
New York
LOCATION
Ontario
LOCATIONthe New York Stock Exchange, Inc.
ORGANIZATION
United Kingdom
LOCATIONUBS Investment Bank
ORGANIZATION
the Internal Revenue Service
ORGANIZATIONProspectus
ORGANIZATIONRegistrar
ORGANIZATIONForm S-3
ORGANIZATION
Eric Holder
PERSON
Bermuda
LOCATIONThe Bank of New York Mellon
ORGANIZATIONthe European Economic Area
LOCATIONthe City of New York
LOCATION