Obligation Capital One Financial Corporation 3.05% ( US14040HBL87 ) en USD

Capital One Financial Corporation

99.99 % ▲

Etas-Unis

US14040HBL87 ( en USD )

3.05% par an ( paiement semestriel )

09/03/2022 - Obligation échue

Prospectus brochure de l'obligation Capital One Financial Corporation US14040HBL87 en USD 3.05%, échue

2 000 USD

850 000 000 USD

14040HBL8

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HBL87, paye un coupon de 3.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 09/03/2022

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HBL87, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HBL87, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d359125d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-203125
CALCULATION OF REGISTRATION FEE

Maximum aggregate
Amount of
Title of each class of securities offered

offering price

registration fee
3.050% Senior Notes due 2022

$850,000,000

$98,515(1)
Floating Rate Senior Notes due 2022

$400,000,000

$46,360(1)
3.750% Senior Notes due 2027

$750,000,000

$86,925(1)
Total

$2,000,000,000
$231,800(1)

(1)
The total filing fee of $231,800 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated March 31, 2015)

Capital One Financial Corporation
$850,000,000 3.050% Senior Notes Due 2022
$400,000,000 Floating Rate Senior Notes Due 2022
$750,000,000 3.750% Senior Notes Due 2027

We will pay interest on the 3.050% senior notes due 2022 (the "2022 fixed rate notes") semi-annually in arrears on March 9 and September 9 of each year. We will
make the first interest payment on the 2022 fixed rate notes on September 9, 2017. The 2022 fixed rate notes will mature on March 9, 2022.
We will pay interest on the floating rate senior notes due 2022 (the "floating rate notes") quarterly in arrears on March 9, June 9, September 9 and December 9 of
each year, at a rate equal to the then applicable U.S. dollar LIBOR rate plus 0.950% quarterly in arrears. We will make the first interest payment on the floating rate notes
on June 9, 2017. The floating rate notes will mature on March 9, 2022.
We will pay interest on the 3.750% senior notes due 2027 (the "2027 fixed rate notes" and, together with the 2022 fixed rate notes and the floating rate notes, the
"notes") semi-annually in arrears on March 9 and September 9 of each year. We will make the first interest payment on the 2027 fixed rate notes on September 9, 2017.
The 2027 fixed rate notes will mature on March 9, 2027.
We have the option to redeem the 2022 fixed rate notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest thereon to the redemption date, in whole or in part at any time after February 9, 2022 (which is the date that is one month prior to the maturity date of the
notes). See "Description of the Notes--Optional Redemption."
We have the option to redeem the floating rate notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest thereon to the redemption date, in whole or in part at any time after February 9, 2022 (which is the date that is one month prior to the maturity date of the
notes). See "Description of the Notes--Optional Redemption."
We have the option to redeem the 2027 fixed rate notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and
unpaid interest thereon to the redemption date, in whole or in part at any time after February 9, 2027 (which is the date that is one month prior to the maturity date of the
notes). See "Description of the Notes--Optional Redemption."
The notes will be our unsecured obligations and will rank equally with all of our existing and future unsecured and unsubordinated indebtedness that may be
outstanding from time to time.
We will issue the notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. There is no sinking fund for the notes. The notes are
a new issue of securities with no established trading market. The notes will not be listed on any securities exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-7 of this prospectus supplement.
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Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit Insurance
Corporation (the "FDIC") or any other governmental agency or instrumentality.

Underwriting
Proceeds to
Discounts and
Capital One

Price to Public

Commissions
(Before Expenses)
Per 2022 Fixed Rate Note

99.936%(1)

0.350%

99.586%
2022 Fixed Rate Notes Total

$
849,456,000

$
2,975,000
$
846,481,000
Per Floating Rate Note

100.000%(1)

0.350%

99.650%
Floating Rate Notes Total

$
400,000,000

$
1,400,000
$
398,600,000
Per 2027 Fixed Rate Note

99.694%(1)

0.450%

99.244%
2027 Fixed Rate Notes Total

$
747,705,000

$
3,375,000
$
744,330,000

Total

$ 1,997,161,000

$
7,750,000
$
1,989,411,000

(1) Plus accrued interest, if any, from March 9, 2017.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear
System and Clearstream Banking, S.A., on or about March 9, 2017. Because our affiliate, Capital One Securities, Inc., is participating in the sale of the notes, the offering
is being conducted in compliance with Financial Industry Regulatory Authority ("FINRA") Rule 5121, as administered by FINRA.
Joint Book-Running Managers

BofA Merrill Lynch

Credit Suisse

J.P. Morgan
Morgan Stanley

Capital One Securities
Co-Managers

Citigroup

Academy Securities

Mischler Financial Group, Inc.
The date of this prospectus supplement is March 6, 2017
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement
Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-2
Summary
S-4
Risk Factors
S-7
Use of Proceeds
S-9
Description of the Notes
S-10
Material United States Federal Income Tax Consequences
S-15
Certain ERISA Considerations
S-20
Underwriting
S-22
Validity of the Notes
S-27
Experts
S-27
Where You Can Find More Information
S-27

Prospectus

Page
About This Prospectus

1
Forward-Looking Statements

1
Where You Can Find More Information

3
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

4
Use of Proceeds

5
Description of Debt Securities

6
Description of Preferred Stock

17
Description of Common Stock

19
Description of Other Securities

23
Resale by Selling Securityholders

24
Book-Entry Procedures and Settlement

25
Certain Legal Matters

28
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Experts

28
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the
accompanying prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters
are not, making an offer to sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement (including any related free writing prospectus prepared by us or on our behalf, if
any), the accompanying prospectus and the documents incorporated by reference herein and therein, is accurate only as of their respective
dates. Our business, financial condition, results of operations and prospects may have changed since those dates.
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about the notes in two separate documents: (1) this prospectus supplement (including any related free writing
prospectus prepared by us or on our behalf, if any), which describes the specific terms of the notes and also adds to and updates information
contained in the accompanying prospectus and the documents incorporated by reference in that prospectus, and (2) the accompanying prospectus,
which provides general information about securities we may offer from time to time, including securities other than the notes that are being offered
by this prospectus supplement. If information in this prospectus supplement or any related free writing prospectus, if any, is inconsistent with the
accompanying prospectus, you should rely on this prospectus supplement and such related free writing prospectus, if any.
It is important for you to read and consider all of the information contained in this prospectus supplement and any related free writing
prospectus, if any, and the accompanying prospectus in making your investment decision. You also should read and consider the information in the
documents we have referred you to in the section entitled "Where You Can Find More Information" beginning on page S-27 of this prospectus
supplement and page 3 of the accompanying prospectus.
We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can
find additional related discussions. The table of contents in this prospectus supplement provides the pages on which these captions are located.
Unless the context requires otherwise, references to "Capital One," "issuer," "we," "our," or "us" in this prospectus supplement refer to
Capital One Financial Corporation, a Delaware corporation.

S-1
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein contain forward-
looking statements. Statements that are not historical facts, including statements about our beliefs and expectations, are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"). Forward-looking statements include, among other things, information relating to our strategies,
goals, outlook or other non-historical matters; projections, revenues, income, returns, expenses, capital measures, accruals for claims in litigation
and for other claims against us; earnings per share or other financial measures for us; future financial and operating results; our plans, objectives,
expectations and intentions; and the assumptions that underlie these matters. Forward-looking statements also include statements using words such
as "expect," "anticipate," "hope," "intend," "plan," "believe," "estimate," "will" or similar expressions. We have based these forward-looking
statements on our current plans, estimates and projections, and you should not unduly rely on them. To the extent that any of the information in this
prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein is forward-looking, it is
intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995.
Numerous factors could cause our actual results to differ materially from those described in such forward-looking statements, including,
among other things:

· general economic and business conditions in the U.S., the U.K., Canada or our local markets, including conditions affecting

employment levels, interest rates, collateral values, consumer income, credit worthiness and confidence, spending and savings that may
affect consumer bankruptcies, defaults, charge-offs and deposit activity;

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· an increase or decrease in credit losses, including increases due to a worsening of general economic conditions in the credit

environment, and the impact of inaccurate estimates or inadequate reserves;

· financial, legal, regulatory, tax or accounting changes or actions, including the impact of the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Dodd-Frank Act") and the regulations promulgated thereunder, and other regulatory reforms and

regulations governing bank capital and liquidity standards, including Basel-related initiatives and potential changes to financial
accounting and reporting standards;

· developments, changes or actions relating to any litigation, governmental investigation or regulatory enforcement action or matter

involving us;

· the inability to sustain revenue and earnings growth;

· increases or decreases in interest rates;

· our ability to access the capital markets at attractive rates and terms to capitalize and fund our operations and future growth;

· the success of our marketing efforts in attracting and retaining customers;

· increases or decreases in our aggregate loan balances or the number of customers and the growth rate and composition thereof,

including increases or decreases resulting from factors such as shifting product mix, amount of actual marketing expenses we incur and
attrition of loan balances;

· the level of future repurchase or indemnification requests we may receive, the actual future performance of mortgage loans relating to

such requests, the success rates of claimants against us, any developments in litigation and the actual recoveries we may make on any
collateral relating to claims against us;

· the amount and rate of deposit growth;

S-2
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· changes in the reputation of, or expectations regarding, the financial services industry or us with respect to practices, products or

financial condition;

· changes in retail distribution strategies and channels, including in the behavior and expectations of our customers;

· any significant disruption in our operations or in the technology platforms on which we rely, including security failures or breaches of

our systems or those of our customers, partners, service providers or other third parties;

· our ability to maintain a compliance and technology infrastructure suitable for the nature of our business;

· our ability to develop digital technology that addresses the needs of our customers, including the challenges relating to rapid significant

technological changes;

· the effectiveness of our risk management strategies;

· our ability to control costs, including the amount of, and rate of growth in, our expenses as our business develops or changes or as it

expands into new market areas;

· our ability to execute on our strategic and operational plans;

· the extensive use of models in our business, including those to aggregate and assess various risk exposures and estimate certain

financial values;

· any significant disruption of, or loss of public confidence in, the internet affecting the ability of our customers to access their accounts

and conduct banking transactions;

· our ability to recruit and retain talented and experienced personnel;

· changes in the labor and employment markets;

· fraud or misconduct by our customers, employees, business partners or third parties;

· competition from providers of products and services that compete with our businesses;

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· increased competition for rewards customers resulting in higher rewards expense, or impairing our ability to attract and retain credit

card customers;

· merchants' increasing focus on the fees charged by credit card networks; and

· other risk factors listed from time to time in reports that we file with the SEC.
You should carefully consider the factors referred to above in evaluating these forward-looking statements.
When considering these forward-looking statements, you should keep in mind these risks, uncertainties and other cautionary statements made
in this prospectus supplement, the accompanying prospectus and in the documents incorporated by reference. See the factors set forth under the
"Risk Factors" section beginning on page S-7 of this prospectus supplement and in any other documents incorporated or deemed to be incorporated
by reference therein or herein, including our Annual Report on Form 10-K for the year ended December 31, 2016, as such discussion may be
amended or updated in other reports filed by us with the SEC, for additional information that you should consider carefully in evaluating these
forward-looking statements.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including
the risk factors referred to above. Our future performance and actual results may differ materially from those expressed in forward-
looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict. Any
forward-looking statements made by us or on our behalf speak only as of the date they are made or as of the date indicated, and we do not
undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise.

S-3
Table of Contents
SUMMARY
The following summary highlights selected information from this prospectus supplement and the accompanying prospectus about the
notes and this offering. This description is not complete and does not contain all of the information that you should consider before investing
in the notes. You should read this prospectus supplement and the accompanying prospectus, including the documents we incorporate by
reference, carefully to understand fully the terms of the notes as well as other considerations that are important to you in making a decision
about whether to invest in the notes. You should pay special attention to the "Risk Factors" section beginning on page S-7 of this prospectus
supplement and the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2016, as such discussion
may be amended or updated in other reports filed by us with the SEC, to determine whether an investment in the notes is appropriate for you.
This prospectus supplement includes forward-looking statements that involve risks and uncertainties. For a more complete understanding of
the notes, you should read the section entitled "Description of the Notes" beginning on page S-10 of this prospectus supplement as well as the
section entitled "Description of Debt Securities" beginning on page 6 of the accompanying prospectus. To the extent the information in this
prospectus supplement is inconsistent with the information in the accompanying prospectus, you should rely on the information contained in
this prospectus supplement.
Capital One
Capital One Financial Corporation, a Delaware corporation established in 1994 and headquartered in McLean, Virginia, is a diversified
financial services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation and its subsidiaries offer a
broad array of financial products and services to consumers, small businesses and commercial clients through branches, the internet and other
distribution channels. As of December 31, 2016, our principal subsidiaries included Capital One Bank (USA), National Association
("COBNA"), which offers credit and debit card products, other lending products and deposit products; and Capital One, National Association
("CONA"), which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients.
For more information on Capital One, see the documents incorporated by reference into this prospectus supplement and the accompanying
prospectus. Our principal executive office is located at 1680 Capital One Drive, McLean, Virginia 22102 (telephone number (703) 720-1000).

S-4
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Table of Contents
The Offering

Issuer
Capital One Financial Corporation

Securities Offered
$850,000,000 aggregate principal amount of 3.050% senior notes due 2022.

$400,000,000 aggregate principal amount of floating rate senior notes due 2022.

$750,000,000 aggregate principal amount of 3.750% senior notes due 2027.

Maturity Date
The 2022 fixed rate notes will mature on March 9, 2022.

The floating rate notes will mature on March 9, 2022.

The 2027 fixed rate notes will mature on March 9, 2027.

Interest Payment Dates
The 2022 fixed rate notes will bear interest at the rate of 3.050% per year from the
original issuance date. We will pay interest on the notes semi-annually in arrears on
each March 9 and September 9. We will make the first interest payment on September 9,
2017.

The floating rate notes will bear interest from the original issuance date at a rate equal
to the then applicable U.S. dollar LIBOR rate plus 0.950%. The rate of interest on the

floating rate notes will be reset quarterly. We will pay interest on the floating rate notes
quarterly in arrears on each March 9, June 9, September 9 and December 9. We will
make the first interest payment on June 9, 2017.

The 2027 fixed rate notes will bear interest at the rate of 3.750% per year from the
original issuance date. We will pay interest on the notes semi-annually in arrears on

each March 9 and September 9. We will make the first interest payment on September 9,
2017.

Use of Proceeds
We intend to use the net proceeds from the sale of the notes for general corporate
purposes in the ordinary course of our business. General corporate purposes may
include repayment of debt, redemptions and repurchases of shares of our common stock
and of our other securities, acquisitions, additions to working capital, capital
expenditures and investments in our subsidiaries. See "Use of Proceeds" in this
prospectus supplement.

Optional Redemption
We have the option to redeem the 2022 fixed rate notes at a redemption price equal to
100% of the principal amount of the 2022 fixed rate notes to be redeemed, plus accrued
and unpaid interest thereon to the redemption date, in whole or in part at any time
after February 9, 2022 (which is the date that is one month prior to the maturity date of
the 2022 fixed rate notes).

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We have the option to redeem the floating rate notes at a redemption price equal to
100% of the principal amount of the floating rate notes to be redeemed, plus accrued and

unpaid interest thereon to the redemption date, in whole or in part at any time after
February 9, 2022 (which is the date that is one month prior to the maturity date of the
floating rate notes).

We have the option to redeem the 2027 fixed rate notes at a redemption price equal to
100% of the principal amount of the 2027 fixed rate notes to be redeemed, plus accrued

and unpaid interest thereon to the redemption date, in whole or in part at any time
after February 9, 2027 (which is the date that is one month prior to the maturity date of
the 2027 fixed rate notes).

See "Description of the Notes--Optional Redemption."

Ranking
The notes are our direct, unsecured and unsubordinated obligations and rank equal in
priority with all of our existing and future unsecured and unsubordinated indebtedness
and senior in right of payment to all of our existing and future subordinated
indebtedness.

Listing
The notes will not be listed on any securities exchange.

Conflicts of Interest
One of the underwriters, Capital One Securities, Inc., is our affiliate. The distribution
arrangements for this offering comply with the requirements of FINRA Rule 5121
regarding a FINRA member firm's participation in the distribution of securities of an
affiliate. In accordance with Rule 5121, no FINRA member that has a conflict of interest
under Rule 5121 may make sales in this offering to any discretionary account without
the prior approval of the customer. Capital One Securities, Inc. may use this prospectus
supplement and the accompanying prospectus in connection with offers and sales of the
notes in the secondary market. Capital One Securities, Inc. may act as principal or agent
in those transactions. Secondary market sales will be made at prices related to market
prices at the time of sale. Capital One Securities, Inc. is not primarily responsible for
managing this offering.

S-6
Table of Contents
RISK FACTORS
Investing in the notes involves risks, including the risks described below that are specific to the notes and those that could affect us and our
business. You should not purchase notes unless you understand these investment risks. Please be aware that other risks may prove to be important
in the future. New risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial
performance. Before purchasing any notes, you should consider carefully the risks and other information in this prospectus supplement and the
accompanying prospectus and carefully read the risks described in the documents incorporated by reference in this prospectus supplement and the
accompanying prospectus, including the discussion under the "Risk Factors" section in our Annual Report on Form 10-K for the year ended
December 31, 2016, as such discussion may be amended or updated in other reports filed by us with the SEC.
The notes are our obligations and not obligations of our subsidiaries and will be effectively subordinated to the claims of our subsidiaries'
creditors.
The notes are exclusively our obligations and not those of our subsidiaries. We are a holding company and, accordingly, substantially all of
our operations are conducted through our subsidiaries. As a result, our cash flow and our ability to service our debt, including the notes, depend
upon the earnings of our subsidiaries. In addition, we depend on the distribution of earnings, loans or other payments by our subsidiaries to us.
Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the notes or to provide
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us with funds to pay our obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends,
distributions, loans or advances by our subsidiaries to us would be subject to regulatory or contractual restrictions. Payments to us by our
subsidiaries also will be contingent upon those subsidiaries' earnings and business considerations.
Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and, therefore, the right of the holders of the
notes to participate in those assets, will be effectively subordinated to the claims of those subsidiaries' creditors, including senior and subordinated
debtholders and general trade creditors. In the event of any such distribution of assets of our bank subsidiaries, the claims of depositors and other
general or subordinated creditors would be entitled to priority over the claims of holders of the notes. In addition, even if we were a creditor of any
of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of those subsidiaries and any indebtedness of
those subsidiaries senior to that held by us.
The notes will not be guaranteed by the FDIC or any other governmental agency.
The notes are not bank deposits and are not insured by the FDIC or any other governmental agency, nor are they obligations of, or guaranteed
by, a bank. The notes will be obligations of Capital One Financial Corporation only and will not be guaranteed by any of our subsidiaries,
including COBNA or CONA, our principal banking subsidiaries.
The indenture governing the notes does not contain any limitations on our ability to incur additional indebtedness, sell or otherwise dispose of
assets, pay dividends or repurchase our capital stock.
Neither we nor any of our subsidiaries is restricted from incurring additional indebtedness or other liabilities, including additional senior
indebtedness, under the indenture governing the terms of the notes. If we incur additional indebtedness or liabilities, our ability to pay our
obligations on the notes could be adversely affected. We expect that we will from time to time incur additional indebtedness and other liabilities. In
addition, we are not restricted under the indenture governing the notes from paying dividends or issuing or repurchasing our securities.
In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged
transaction, reorganization, default under our existing indebtedness, restructuring,

S-7
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merger or similar transaction that may adversely affect you, except to the extent set forth under "Description of Debt Securities--Covenants" and
"--Consolidation, Merger and Sale of Assets" in the accompanying prospectus would apply to the transaction.
Government regulation may affect the priority of the notes in the case of a bankruptcy or liquidation.
The Dodd-Frank Act created a new resolution regime known as the "orderly liquidation authority." Under the orderly liquidation authority,
the FDIC may be appointed as receiver for an entity, including a bank holding company, for purposes of liquidating the entity if the Secretary of
the Treasury, following a process set out in the Dodd-Frank Act, determines that the entity is in default or danger of default and that the entity's
failure and its resolution under otherwise applicable law would have serious adverse effects on the financial stability of the United States.
If the FDIC is appointed as receiver under the orderly liquidation authority, then the Dodd-Frank Act, rather than applicable insolvency laws,
would determine the powers of the receiver, and the rights and obligations of creditors and other parties who have dealt with the institution. There
are substantial differences in the rights of creditors under the orderly liquidation authority compared to those under the U.S. Bankruptcy Code,
including the power of the FDIC to disregard the strict priority of creditor claims in some circumstances, the use of an administrative claims
procedure to determine creditors' claims (as opposed to the judicial procedure utilized in bankruptcy proceedings) and the power of the FDIC to
transfer claims to a "bridge" entity. As a consequence of the power of the FDIC under the orderly liquidation authority, the holders of the notes
may be fully subordinated to interests held by the U.S. government and others in the event that we enter into a receivership, insolvency, liquidation
or similar proceeding. Although the FDIC has issued regulations to implement the orderly liquidation authority, not all aspects of how the FDIC
might exercise this authority are known and additional rulemakings are likely. Further, it is uncertain how the FDIC might exercise its discretion
under the orderly liquidation authority in a particular case.

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USE OF PROCEEDS
We estimate that the net proceeds from this offering, after deducting the underwriting discounts and commissions and offering expenses
payable by us, will be approximately $1.987 billion. We intend to use the net proceeds from the sale of the notes for general corporate purposes in
the ordinary course of our business. General corporate purposes may include repayment of debt, redemptions and repurchases of shares of our
common stock and of our other securities, acquisitions, additions to working capital, capital expenditures and investments in our subsidiaries.

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DESCRIPTION OF THE NOTES
The following is a description of the particular terms of the notes offered pursuant to this prospectus supplement. This description
supplements and, to the extent inconsistent, modifies the description of the general terms and provisions of senior debt securities set forth in the
accompanying prospectus under "Description of Debt Securities." To the extent the description in this prospectus supplement is inconsistent with
the description contained in the accompanying prospectus, you should rely on the description in this prospectus supplement. The following
description is qualified in its entirety by reference to the provisions of the senior indenture dated as of November 1, 1996, between us and The
Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and
Savings Bank), as indenture trustee, which we refer to as the senior indenture. A copy of the senior indenture is filed as an exhibit to the
registration statement of which this prospectus supplement and the accompanying prospectus are a part. Capitalized terms not defined in this
section have the meanings assigned to such terms in the accompanying prospectus or in the senior indenture.
General
The 2022 fixed rate notes, the floating rate notes and the 2027 fixed rate notes offered hereby constitute separate series of senior debt
securities described in the accompanying prospectus to be issued under the senior indenture. The notes will be our direct, unsecured obligations.
The 2022 fixed rate notes are initially offered in the principal amount of $850,000,000, the floating rate notes are initially offered in the
principal amount of $400,000,000 and the 2027 fixed rate notes are initially offered in the principal amount of $750,000,000. We may, without the
consent of existing holders, increase the principal amount of any series of notes by issuing more notes in the future, on the same terms and
conditions (other than any differences in the issue date, the price to the public and the first interest payment date) and with the same CUSIP number
(if appropriate), as the notes being offered by this prospectus supplement. We do not plan to inform existing holders if we reopen a series of notes
to issue and sell additional notes in the future.
Payments
2022 Fixed Rate Notes
The 2022 fixed rate notes will mature on March 9, 2022. The notes will bear interest from March 9, 2017 at the annual rate of 3.050%. We
will pay interest on the notes semi-annually in arrears on each March 9 and September 9. We will make the first interest payment on September 9,
2017.
Floating Rate Notes
The floating rate notes will mature on March 9, 2022. The floating rate notes will bear interest from March 9, 2017 to, but excluding, June 9,
2017 at a rate per annum equal to the initial interest rate and thereafter at an interest rate that will be reset as described below to a rate per annum
equal to LIBOR (as defined below) plus 0.950% per annum. The initial interest rate will be equal to LIBOR plus 0.950% per annum as determined
by the calculation agent as described below. We will pay interest on the floating rate notes quarterly in arrears on each March 9, June 9, September
9 and December 9. We will make the first interest payment on June 9, 2017.
The rate of interest on the floating rate notes will be reset quarterly (the interest reset period and the first day of each interest reset period will
be an interest reset date). The interest reset dates will be March 9, June 9, September 9 and December 9 of each year; provided that the interest rate
in effect from March 9, 2017 to but excluding the first interest reset date will be the initial interest rate. If any interest reset date falls on a day that
is not a business day, the interest reset date will be postponed to the next day that is a business day.

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The calculation agent for the floating rate notes will be The Bank of New York Mellon Trust Company, N.A., which we refer to as the
calculation agent. Upon the request of the holder of any floating rate note, the calculation agent will provide the interest rate then in effect and, if
determined, the interest rate that will become effective on the next interest reset date.
The calculation agent will determine the initial interest rate for the floating rate notes on the second London banking day preceding the issue
date and the interest rate for each succeeding interest reset period by reference to LIBOR on the second London banking day preceding the
applicable interest reset date, each of which we refer to as an interest determination date.
"London banking day" means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
The interest rate for the floating rate notes will be based on the London interbank offered rate, which we refer to as "LIBOR", and will be
determined by the calculation agent as follows:
(i) As of an interest determination date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three
months, in amounts of at least $1,000,000, as such rate appears on "Reuters Page LIBOR01" at approximately 11:00 a.m., London time, on such
interest determination date. If on an interest determination date, such rate does not appear on the "Reuters Page LIBOR01" as of 11:00 a.m.,
London time, or if the "Reuters Page LIBOR01" is not available on such date, the calculation agent will obtain such rate from Bloomberg L.P.'s
page "BBAM" (or any successor page).
(ii) If no rate appears on "Reuters Page LIBOR01" or Bloomberg L.P.'s page "BBAM" (or any successor page), then the calculation agent
will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the calculation
agent after consultation with us, to provide the calculation agent with its offered quotation for deposits in U.S. dollars for a period of three months,
commencing on the related interest reset date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on that
interest determination date and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If at
least two quotations are provided, LIBOR determined on that interest determination date will be the arithmetic mean of those quotations. If fewer
than two quotations are provided, LIBOR will be determined for the related interest reset date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m., New York time, on that interest reset date, by three major banks in New York, New York, as selected by the calculation
agent after consultation with us, for loans in U.S. dollars to leading European banks, for a period of three months, commencing on the related
interest reset date, and in a principal amount that is representative of a single transaction in U.S. dollars in that market at that time. If the banks so
selected by the calculation agent are not quoting as set forth above, LIBOR for that interest determination date will remain LIBOR for the
immediately preceding interest reset period, or, if there was no preceding interest reset period, the rate of interest payable will be the initial interest
rate.
Accrued interest on any floating rate note will be calculated by multiplying the principal amount of the note by an accrued interest factor. The
accrued interest factor will be computed by adding the interest factors calculated for each day in the period for which interest is being paid. The
interest factor for each day is computed by dividing the interest rate applicable to that day by 360. The interest rate in effect on any interest reset
date will be the applicable rate as reset on that date. The interest rate applicable to any other day is the interest rate from the immediately preceding
interest reset date, or if none, the initial interest rate. All percentages used in or resulting from any calculation of the rate of interest on a floating
rate note will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point (with .000005% rounded up to .00001%), and
all U.S. dollar amounts used in or resulting from these calculations will be rounded to the nearest cent (with one-half cent rounded upward).

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2027 Fixed Rate Notes
The 2027 fixed rate notes will mature on March 9, 2027. The notes will bear interest from March 9, 2017 at the annual rate of 3.750%. We
will pay interest on the notes semi-annually in arrears on each March 9 and September 9. We will make the first interest payment on September 9,
2017.
General
We will pay interest to the person in whose name the note is registered at the close of business on the fifteenth calendar day (whether or not a
business day) immediately preceding the relevant interest payment date, except that we will pay interest payable at the maturity date of the notes to
the person or persons to whom principal is payable.
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