Obbligazione ING Group N.V. 3.15% ( US456837AG88 ) in USD

ING Group N.V.

100 USD ▼

Paesi Bassi

US456837AG88 ( in USD )

3.15% per anno ( pagato 2 volte l'anno)

29/03/2022 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione ING Groep N.V US456837AG88 in USD 3.15%, scaduta

1 000 USD

1 500 000 000 USD

456837AG8

A- ( Upper medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

ING Groep N.V. è una banca multinazionale olandese che offre una vasta gamma di servizi finanziari, tra cui servizi di investimento, gestione patrimoniale e credito al consumo, operando in Europa, Asia e Nord America.

The Obbligazione issued by ING Group N.V. ( Netherlands ) , in USD, with the ISIN code US456837AG88, pays a coupon of 3.15% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 29/03/2022

The Obbligazione issued by ING Group N.V. ( Netherlands ) , in USD, with the ISIN code US456837AG88, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by ING Group N.V. ( Netherlands ) , in USD, with the ISIN code US456837AG88, was rated A- ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d358393d424b2.htm 424B2
Table of Contents
CALCULATION OF THE REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
3.150% Fixed Rate Senior Notes due 2022

$ 1,500,000,000
$173,850
3.950% Fixed Rate Senior Notes due 2027

$ 1,500,000,000
$173,850
Floating Rate Senior Notes due 2022

$ 1,000,000,000
$115,900
Total

$ 4,000,000,000
$463,600

(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-202880
Prospectus Supplement to Prospectus dated March 21, 2017

ING Groep N.V.
$1,500,000,000 3.150% Fixed Rate Senior Notes due 2022
$1,500,000,000 3.950% Fixed Rate Senior Notes due 2027
$1,000,000,000 Floating Rate Senior Notes due 2022
ING Groep N.V. (the "Issuer") is offering hereby $1,500,000,000 aggregate principal amount of 3.150% Fixed Rate Senior Notes due 2022 (the "2022 notes"),
$1,500,000,000 aggregate principal amount of 3.950% Fixed Rate Senior Notes due 2027 (the "2027 notes" and, together with the 2022 notes, the "fixed rate notes") and
$1,000,000,000 aggregate principal amount of Floating Rate Senior Notes due 2022 (the "floating rate notes" and, together with the fixed rate notes the "notes"), pursuant to the Senior
Debt Securities Indenture to be entered into on or about the date the notes are first issued between us and The Bank of New York, as trustee (the "trustee").
From (and including) the date of issuance, interest will accrue on the 2022 notes at a rate of 3.150% per annum, on the 2027 notes at a rate of 3.950% per annum and on
the floating rate notes at a floating rate equal to the three-month U.S. dollar London Interbank Offered Rate ("LIBOR"), reset quarterly, plus 1.15% per annum. We will pay interest on
the fixed rate notes semi-annually in arrears on March 29 and September 29 in each year, commencing on September 29, 2017 and for the floating rate notes, we will pay interest
quarterly in arrears on March 29, June 29, September 29 and December 29, commencing on June 29, 2017. You will receive interest payments on your notes only in cash.
The notes will be our unsecured and unsubordinated obligations, ranking pari passu without any preference among themselves and equally with all of our other unsecured
and unsubordinated obligations from time to time outstanding, save as otherwise provided by law.
We may, at our option, redeem the notes upon the occurrence of certain tax and regulatory events on the terms described in this prospectus supplement under "Description
of Notes -- Tax and Loss Absorption Disqualification Redemption." Any redemption or repurchase of the notes is subject to the provisions described under "Description of Notes --
Condition to Redemption and Purchase."
We will apply to list the notes on the New York Stock Exchange ("NYSE") under the symbols "ING 22" for the 2022 notes, "ING 27" for the 2027 notes and "ING 22A"
for the floating rate notes. Trading of the notes on the New York Stock Exchange is expected to begin within 30 days after the initial delivery thereof.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-14 of this prospectus supplement and "Risk Factors" beginning on page 14 of our Annual
Report on Form 20-F for the year ended December 31, 2016 and the other information included and incorporated by reference in this prospectus supplement and the accompanying
prospectus for a discussion of the factors you should carefully consider before deciding to invest in the notes.
Notwithstanding any other agreements, arrangements, or understandings between us and any holder of the notes, by acquiring the notes, each holder and
beneficial owner of the notes or any interest therein acknowledges, accepts, agrees to be bound by, and consents to the exercise of, any Dutch Bail-in Power by the relevant
resolution authority that may result in the cancellation of all, or a portion, of the principal amount of, or interest on, the notes and/or the conversion of all, or a portion, of
the principal amount of, or interest on, the notes into shares or other securities or other obligations of the Issuer or another person, including by means of a variation to the
terms of the notes or any expropriation of the notes, in each case, to give effect to the exercise by the relevant resolution authority of such Dutch Bail-in Power. Each holder
and beneficial owner of a note or any interest therein further acknowledges and agrees that the rights of holders and beneficial owners of a note or any interest therein are
subject to, and will be varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant resolution authority. In addition, by acquiring any
notes, each holder and beneficial owner of a note or any interest therein further acknowledges, agrees to be bound by, and consents to the exercise by the relevant resolution
authority of, any power to suspend any payment in respect of the notes for a temporary period.
For these purposes, "Dutch Bail-in Power" means any statutory write-down and/or conversion power existing from time to time under any laws, regulations, rules
or requirements relating to the resolution of banks, banking group companies, credit institutions and/or investment firms incorporated in The Netherlands in effect and
applicable in The Netherlands to the Issuer or other members of the group comprising ING Groep N.V. and its consolidated subsidiaries, including but not limited to any such
laws, regulations, rules or requirements that are implemented, adopted or enacted within the context of a European Union directive or regulation of the European Parliament
and of the Council establishing a framework for the recovery and resolution of credit institutions and investment firms (including but not limited to Directive 2014/59/EU of
the European Parliament and of the Council (the "Bank Recovery and Resolution Directive" or "BRRD") and Regulation (EU) No 806/2014 of the European Parliament and
of the Council) and/or within the context of a Dutch resolution regime under the Dutch Intervention Act and any amendments thereto, or otherwise, pursuant to which
obligations of a bank, banking group company, credit institution or investment firm or any of its affiliates can be reduced, cancelled and/or converted into shares or other
securities or obligations of the obligor or any other person or may be expropriated (and a reference to the "relevant resolution authority" is to any authority with the ability to
exercise a Dutch Bail-in Power).
https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2
By its acquisition of the notes, each holder of the notes, to the extent permitted by the U.S. Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
also waives any and all claims against the trustee for, agrees not to initiate a suit against the trustee in respect of, and agrees that the trustee shall not be liable for, any action
that the trustee takes, or abstains from taking, in either case in accordance with the exercise of the Dutch Bail-in Power by the relevant Dutch resolution authority with
respect to such notes.
The notes are not deposit liabilities of ING Groep N.V. and are not insured by the U.S. Federal Deposit Insurance Corporation or any other governmental agency
of the United States, The Netherlands or any other jurisdiction.

Proceeds, before
Underwriting
expenses, to ING

Price to Public(1)

Compensation

Groep N.V.

Per 2022 note

99.807%

0.275%

99.532%
Total 2022 notes

$1,497,105,000.00

$4,125,000.00

$1,492,980,000.00
Per 2027 note

99.869%

0.375%

99.494%
Total 2027 notes

$1,498,035,000.00

$5,625,000.00

$1,492,410,000.00
Per floating rate note

100.000%

0.275%

99.725%
Total floating rate notes

$1,000,000,000.00

$2,750,000.00

$ 997,250,000.00

(1)
Plus accrued interest, if any, from March 29, 2017.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company ("DTC") on or about March 29,
2017. Beneficial interests in the notes will be shown on, and transfers thereof will be effected only through, records maintained by DTC and its participants, including Clearstream
Banking, société anonyme and Euroclear Bank S.A./N.V.
The notes will be issued only in registered form in minimum denominations of $200,000 and in integral multiples of $1,000 in excess thereof.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved of the notes or determined that this
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense

Joint Book-Running Managers
BNP PARIBAS

Goldman, Sachs & Co.
HSBC

ING
J.P. Morgan
Co-Lead Managers
DBS Bank Ltd.

Lloyds Securities

MUFG
Emirates NBD Capital
Prospectus Supplement dated March 21, 2017
Table of Contents
TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT

FORWARD-LOOKING STATEMENTS
S-2
INCORPORATION OF DOCUMENTS BY REFERENCE
S-4
SUMMARY
S-5
RISK FACTORS
S-14
CAPITALIZATION AND INDEBTEDNESS
S-24
USE OF PROCEEDS
S-25
DESCRIPTION OF NOTES
S-26
U.S. FEDERAL INCOME TAX CONSIDERATIONS
S-35
DUTCH TAX CONSIDERATIONS
S-36
UNDERWRITING (CONFLICTS OF INTEREST)
S-37
VALIDITY OF NOTES
S-44
PROSPECTUS

PROSPECTUS SUMMARY

1
AVAILABLE INFORMATION

4
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

5
ABOUT THIS PROSPECTUS

6
USE OF PROCEEDS

6
RISKS RELATING TO OUR DEBT SECURITIES AND CAPITAL SECURITIES

7
DESCRIPTION OF DEBT SECURITIES
16
DESCRIPTION OF CAPITAL SECURITIES
48
DESCRIPTION OF ORDINARY SHARES
66
DESCRIPTION OF AMERICAN DEPOSITARY SHARES
69
LEGAL OWNERSHIP AND BOOK-ENTRY ISSUANCE
77
CLEARANCE AND SETTLEMENT
82
https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2
TAXATION
89
BENEFIT PLAN INVESTOR CONSIDERATIONS
117
PLAN OF DISTRIBUTION
119
VALIDITY OF THE SECURITIES
122
EXPERTS
122
NOTICES
122

S-1
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement and certain documents incorporated by reference herein may contain "forward-looking
statements." These statements 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"). These forward-looking statements can be identified by the fact that they do not relate only to historical or
current facts. In particular, forward-looking statements include all statements that express forecasts, expectations, plans,
outlook and projections with respect to future matters, including trends in results of operations, margins, growth rates, overall
market trends, the impact of changes in interest or exchange rates, the availability or cost of financing to ING Groep N.V. and
its consolidated subsidiaries ("ING"), anticipated cost savings or synergies, expected investments, the completion of strategic
transactions and restructuring programs, developments in relation to capital, anticipated tax rates, expected cash payments,
outcomes of litigation, anticipated deficit reductions in relation to pension schemes and general economic conditions. By their
nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances
that will occur in the future. There are a number of factors that could cause actual results and developments to differ
materially from those expressed or implied by these forward-looking statements, including factors that are outside ING's
control.
These factors include, but are not limited to:

· changes in general economic conditions, in particular economic conditions in ING's core markets;

· changes in performance of financial markets, including developing markets;

· potential consequences of European Union countries leaving the European Union or a break-up of the euro;

· changes in the availability of, and costs associated with, sources of liquidity such as interbank funding, as well

as conditions in the credit markets generally, including changes in borrower and counterparty creditworthiness;

· changes affecting interest rate levels;

· changes affecting currency exchange rates;

· changes in investor and customer behavior;

· changes in general competitive factors;

· changes in laws and regulations and the interpretations and application thereof;

· geopolitical risks and policies and actions of governments and regulatory authorities;

· conclusions with regard to purchase accounting assumptions and methodologies, and other changes in

accounting assumptions and methodologies including changes in valuation of issued securities and credit market
exposure;

https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2
S-2
Table of Contents
· changes in ownership that could affect the future availability to ING of net operating loss, net capital and

built-in loss carry forwards;

· changes in credit ratings;

· the outcome of current and future legal and regulatory proceedings; and

· ING's ability to achieve its strategy, including projected operational synergies and cost-saving programmes.
Any forward-looking statements made herein or in the documents incorporated by reference herein speak only as of
the date they are made and it should not be assumed that they have been revised or updated in the light of new information or
future events. Except as required by the U.S. Securities and Exchange Commission ("SEC") or applicable U.S. or other law,
ING expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking
statements contained in this prospectus supplement or the documents incorporated by reference herein to reflect any change in
ING's expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is
based. The reader should, however, consult any additional disclosures that ING has made or may make in documents ING has
filed or may file with the SEC. Additional risks and factors are identified in ING's filings with the SEC, including in the
Issuer's Annual Report on Form 20-F for the fiscal year ended December 31, 2016, as amended by Amendment No. 1 (the
"2016 Form 20-F"), which is available on the SEC's website at http://www.sec.gov.

S-3
Table of Contents
INCORPORATION OF DOCUMENTS BY REFERENCE
This prospectus supplement is part of a registration statement on Form F-3 (File No. 333-202880) filed by the Issuer
with the SEC under the Securities Act. This prospectus supplement omits some information contained in the registration
statement in accordance with SEC rules and regulations. You should review the information in and exhibits to the registration
statement for further information on the Issuer and the securities the Issuer is offering. Statements in this prospectus
supplement concerning any document filed or to be filed by the Issuer as an exhibit to the registration statement or that the
Issuer has otherwise filed with the SEC are not intended to be comprehensive and are qualified in their entirety by reference
to these filings. You should review the complete document to evaluate these statements.
The SEC allows the Issuer to "incorporate by reference" much of the information filed by the Issuer with the SEC,
which means that the Issuer can disclose important information to you by referring you to those publicly available documents.
The information incorporated by reference in this prospectus supplement is an important part of this prospectus supplement.
For information on the documents incorporated by reference in this prospectus supplement and the accompanying prospectus
by the Issuer, please refer to "Available Information" on page 4 of the accompanying prospectus. In particular, we refer you
to the 2016 Form 20-F for a discussion of our audited results of operations and financial condition as of, and for the year
ended, December 31, 2016 and our Current Reports on Form 6-K filed with the SEC on March 15, 2017 and March 21, 2017.
In addition to the documents listed in the accompanying prospectus and the documents incorporated by reference
since the date of the accompanying prospectus, the Issuer incorporates by reference in this prospectus supplement and the
accompanying prospectus any future documents the Issuer may file with the SEC under Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act from the date of this prospectus supplement until the offering contemplated in this prospectus supplement
is completed. Reports on Form 6-K furnished by the Issuer to the SEC after the date of this prospectus supplement (or
portions thereof) are incorporated by reference in this prospectus supplement only to the extent that the report expressly states
that it is (or such portions are) incorporated by reference in this prospectus supplement.
https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2
The Issuer will provide to you, upon your written or oral request, without charge, a copy of any or all of the
documents referred to above or in the accompanying prospectus which the Issuer has incorporated in this prospectus
supplement by reference. You should direct your requests to ING Groep N.V., Attention: Investor Relations, Bijlmerplein
888, 1102 MG Amsterdam, P.O. Box 1800, 1000 BV Amsterdam, The Netherlands, telephone: +31-20-576-6396.
Unless otherwise specified in this prospectus supplement, references to "ING Groep N.V." or the "Issuer," are to
ING Groep N.V., the holding company incorporated under the laws of The Netherlands, and not to its consolidated
subsidiaries; references to "ING," "ING Group" or the "Group" are to ING Groep N.V. and its consolidated subsidiaries;
references to "ING Bank" are to ING Bank N.V., together with its consolidated subsidiaries. References to "DTC" shall
include any successor clearing system. References to "$" and "U.S. dollars" shall be to the lawful currency for the time
being of the United States.

S-4
Table of Contents
SUMMARY
The following is a summary of this prospectus supplement and should be read as an introduction to, and in
conjunction with, the remainder of this prospectus supplement, the accompanying prospectus and any documents
incorporated by reference therein. You should base your investment decision on a consideration of this prospectus
supplement, the accompanying prospectus and any documents incorporated by reference therein, as a whole.
Because this section is a summary, it does not describe every aspect of the notes in detail. This summary is
subject to, and qualified by reference to, the section entitled "Description of Notes." Words and expressions defined in
"Description of Notes" below shall the same meanings in this summary.

The Issuer
ING Groep N.V.
ING Groep N.V. is a holding company incorporated in 1991 under the laws of The
Netherlands, with its corporate seat and headquarters in Amsterdam, The
Netherlands. ING Group currently serves more than 35 million customers in over 40
countries, offering banking services to meet a broad customer base. ING Groep
N.V. is a listed company and holds all shares of ING Bank N.V., which is not
separately listed.
Securities Offered
$1,500,000,000 aggregate principal amount of 3.150% Fixed Rate Senior Notes due
2022 (the "2022 notes"), $1,500,000,000 aggregate principal amount of 3.950%
Fixed Rate Senior Notes due 2027 (the "2027 notes" and, together with the 2022
notes, the "fixed rate notes") and $1,000,000,000 aggregate principal amount of
Floating Rate Senior Notes due 2022 (the "floating rate notes" and, together with
the fixed rate notes, the "notes").
Currency
U.S. dollars
Issue Date
March 29, 2017 (the "Issue Date").
Maturity Date
We will repay each of the notes at 100% of their principal amount plus accrued
interest on the "Maturity Date" set forth in the table below.

Title

Maturity Date
2022 notes

March 29, 2022
2027 notes

March 29, 2027
Floating rate notes

March 29, 2022

https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2

S-5
Table of Contents
Terms specific to the fixed rate
notes:

Fixed Interest Rate
Each of the fixed rate notes will bear interest at the rate per annum set forth in the
table below.
Fixed Interest

Title

Rate
2022 notes

3.150%
2027 notes

3.950%
Fixed Rate Interest Payment
Interest will be payable on March 29 and September 29 of each year, commencing
Dates
on September 29, 2017 and ending on the Maturity Date; provided that if any Fixed
Rate Interest Payment Date (as defined below) would fall on a day that is not a
Business Day (as defined below), the Fixed Rate Interest Payment Date will be
postponed to the next succeeding Business Day, but interest on that payment will
not accrue during the period from and after the scheduled Fixed Rate Interest
Payment Date.
Regular Record Dates
The Business Day immediately preceding each Fixed Rate Interest Payment Date
(or, if the fixed rate notes are held in definitive form, the 15th Business Day
preceding each Fixed Rate Interest Payment Date).
Day Count
30/360, Following, Unadjusted
ISIN
Title

ISIN
2022 notes

US456837AG88
2027 notes

US456837AH61
CUSIP
Title

CUSIP
2022 notes

456837AG8
2027 notes

456837AH6
Common Code
Title

Common Code
2022 notes

153995532
2027 notes

153995486
Terms specific to the floating rate
notes:

Floating Interest Rate
The Floating Interest Rate (as defined below) for the first Interest Period (as defined
below) will be equal to LIBOR, as determined on March 27, 2017, plus 1.15% per
annum. Thereafter, the Floating Interest Rate for any Interest Period will be LIBOR,
as determined on the applicable Interest Determination Date, plus 1.15% per annum.
The Floating Interest Rate will be reset quarterly on each Interest Reset Date.

https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2

S-6
Table of Contents
Floating Rate Interest Payment
Every March 29, June 29, September 29 and December 29 in each year, commencing
Dates
on June 29, 2017 and ending on the Maturity Date for the floating rate notes. If any
Floating Rate Interest Payment Date, other than the Maturity Date for the floating
rate notes, would fall on a day that is not a Business Day, the Floating Rate Interest
Payment Date will be postponed to the next succeeding Business Day, except that if
that Business Day falls in the next succeeding calendar month, the Floating Rate
Interest Payment Date will be the immediately preceding Business Day.
Interest Reset Dates
Every March 29, June 29, September 29 and December 29 in each year, commencing
on June 29, 2017; provided that the Floating Interest Rate in effect from (and
including) March 29, 2017 to (but excluding) the first Interest Reset Date (as defined
below) will be the initial Floating Interest Rate. If any Interest Reset Date would fall
on a day that is not a Business Day, the Interest Reset Date will be postponed to the
next succeeding Business Day, except that if that Business Day falls in the next
succeeding calendar month, the Interest Reset Date will be the immediately
preceding Business Day.
Interest Periods
The period beginning on, and including, a Floating Rate Interest Payment Date and
ending on, but not including, the next succeeding Floating Rate Interest Payment
Date; provided that the first Interest Period will begin on and include March 29,
2017 and will end on, but not include June 29, 2017.
Interest Determination Dates
The Interest Determination Date for the first Interest Period will be the second
London banking day preceding the Issue Date (which is expected to be March 27,
2017) and the Interest Determination Date for each succeeding Interest Period will
be on the second London banking day preceding the applicable Interest Reset Date.
"London banking day" means any day on which dealings in U.S. dollars are
transacted in the London interbank market.
Regular Record Dates
The Business Day immediately preceding each Floating Rate Interest Payment Date
(or, if the floating rate notes are held in definitive form, the 15th Business Day
preceding each Floating Rate Interest Payment Date).
Day Count
Actual/360, Modified Following, Adjusted
Calculation Agent
The Bank of New York Mellon, London Branch, or its successor appointed by the
Issuer

S-7
Table of Contents
https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2
Calculation of U.S. Dollar
LIBOR will be determined by the Calculation Agent in accordance with the
LIBOR
following provisions:
(1) With respect to any Interest Determination Date, LIBOR will be the rate
(expressed as a percentage per annum) for deposits in U.S. dollars having a
maturity of three months commencing on the related Interest Reset Date that
appears on Reuters Page LIBOR01 as of 11:00 a.m., London time, on that
Interest Determination Date. If no such rate appears, then LIBOR, in respect of
that Interest Determination Date, will be determined in accordance with the
provisions described in (2) below.

(2) With respect to an Interest Determination Date on which no rate appears on
Reuters Page LIBOR01, the Calculation Agent will request the principal London
offices of each of four major reference banks in the London interbank market
(which may include affiliates of the underwriters), as selected and identified by
the Issuer, to provide its offered quotation (expressed as a percentage per annum)
for deposits in U.S. dollars for the 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 for a single transaction in U.S. dollars
in that market at that time. If at least two quotations are provided, then LIBOR
on that Interest Determination Date will be the arithmetic mean (rounded if
necessary to the fourth decimal place with 0.00005 being rounded upwards) of
those quotations. If fewer than two quotations are provided, then LIBOR on the
Interest Determination Date will be the arithmetic mean of the rates at which the
reference banks were offered at approximately 11:00 a.m., London time, on the
Interest Determination Date deposits in U.S. dollars for the period of three
months, commencing on the related Interest Rest Date and in a principal amount
that is representative for a single transaction in U.S. dollars in that market at that
time, by leading banks in the London inter-bank market. If at least two such rates
are so provided, LIBOR on the Interest Determination Date will be the arithmetic
mean (rounded if necessary to the fourth decimal place with 0.00005 being
rounded upwards) of such rates. If fewer than two such rates are provided, then
LIBOR on the Interest Determination date will be the offered rate for deposits in
U.S. dollars for the period of three months, commencing on the related Interest
Payment Date and in a principal amount that is representative for a single

transaction in U.S. dollars in that

S-8
Table of Contents
market at that time (or arithmetic mean of such rates, rounded as provided above, if
more than one rate is provided), at which, at approximately 11:00 a.m., London time,
on the Interest Determination Date, any one or more banks (which bank or banks is
or are in the opinion of the Issuer suitable for such purpose) informs the Calculation
Agent it is quoting to leading banks in the London inter-bank market. If LIBOR
cannot be determined in accordance with the foregoing provisions of this paragraph,
LIBOR on the Interest Determination Date will be LIBOR in effect with respect to
the immediately preceding Interest Determination Date.

"Reuters Page LIBOR01" means the display that appears on Reuters Page
https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2
LIBOR01 or any page as may replace such page on such service (or any successor
service) for the purpose of displaying London interbank offered rates of major banks
for U.S. dollars.
ISIN
US456837AJ28
CUSIP
456837AJ2
Common Code
153995575
Terms Common to Each Series of
the Notes:

Payment of Principal
If the Maturity Date or the date of redemption or repayment would fall on a day that
is not a Business Day, the payment of interest and principal and/or any amount
payable upon redemption of the relevant notes will be made on the next succeeding
Business Day, but interest on that payment will not accrue during the period from
and after such Maturity Date or date of redemption or repayment.
Ranking
The notes will be our unsecured and unsubordinated obligations, ranking pari passu
without any preference among themselves and equally with all of our other unsecured
and unsubordinated obligations from time to time outstanding, save as otherwise
provided by law. In addition, see "Risk Factors -- The notes are obligations only of
the Issuer, and claims against the Issuer are structurally subordinated to the creditors
of and other claimants against its subsidiaries" in the accompanying prospectus.
Events of Default and Remedies
Holders of the notes will not be entitled to declare the principal amount of the notes
due and payable under any circumstance other

S-9
Table of Contents
than in the event of our bankruptcy or, in certain circumstances, liquidation. Holders'
remedies for the Issuer's breach of any obligations under the notes, including the
Issuer's obligation to make payments of principal and interest, are extremely limited.
See "Description of Notes -- Events of Default and Remedies" herein and
"Description of Debt Securities -- Events of Default and Remedies" in the
accompanying prospectus.
Tax and Loss Absorption
The Issuer may redeem one or more series of the notes in whole, but not in part,
Disqualification Redemption
upon the occurrence of certain tax events or in the event of changes in treatment of
the notes for purposes of certain loss absorption regulations. See "Description of
Notes--Tax and Loss Absorption Disqualification Redemption" in this prospectus
supplement and "Description of Debt Securities -- Redemption and Repayment --
Optional Tax and Regulatory Redemption" in the accompanying prospectus.
Conditions to Redemption and
Any redemption or purchase of the notes is subject to the regulatory consent
Purchase
described under "Description of Debt Securities -- Redemption and Repayment --
Condition to Redemption or Repurchase" in the accompanying prospectus.
Subsequent Repurchase
Subject to the provisions described under "Description of Debt Securities --
https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

424B2
Conditions to Redemption and Purchase" above, the Issuer or any member of the
Group may purchase or otherwise acquire any of the outstanding notes at any price
in the open market or otherwise in accordance with and subject to applicable law and
regulations, including the Capital Regulations applicable to the Group in force at the
relevant time.
Agreement with Respect to the
No principal of, or interest on, the notes shall become due and payable after the
Exercise of Bail-In Power
exercise of any Dutch Bail-in Power by the relevant resolution authority except as
permitted under the laws and regulations of The Netherlands and the European
Union applicable to us.
By acquiring any notes, each holder and beneficial owner of a notes or any interest
therein acknowledges, agrees to be bound by, and consents to the exercise of, any
Dutch Bail-in Power by the relevant resolution authority that may result in the
cancellation of all, or a portion, of the principal amount of, or interest on, the notes
and/or the conversion of all, or a portion, of the principal amount of, or interest on,
the notes into shares or other securities or other obligations of the

S-10
Table of Contents
Issuer or another person, including by means of a variation to the terms of the notes
or any expropriation of the notes, in each case, to give effect to the exercise by the
relevant resolution authority of such Dutch Bail-in Power. Each holder and beneficial
owner of a note or any interest therein further acknowledges and agrees that the
rights of the holders and beneficial owners of notes are subject to, and will be
varied, if necessary, so as to give effect to, the exercise of any Dutch Bail-in Power
by the relevant resolution authority. In addition, by acquiring any notes, each holder
and beneficial owner of a note or any interest therein further acknowledges, agrees to
be bound by, and consents to the exercise by the relevant resolution authority of, any
power to suspend any payment in respect of the notes for a temporary period.
"Dutch Bail-in Power" means any statutory write-down and/or conversion power
existing from time to time under any laws, regulations, rules or requirements relating
to the resolution of banks, banking group companies, credit institutions and/or
investment firms incorporated in The Netherlands in effect and applicable in The
Netherlands to us or other members of the Group, including but not limited to any
such laws, regulations, rules or requirements that are implemented, adopted or
enacted within the context of a European Union directive or regulation of the
European Parliament and of the Council establishing a framework for the recovery
and resolution of credit institutions and investment firms (including but not limited to
the BRRD and Regulation (EU) No 806/2014 of the European Parliament and of the
Council (the "SRM Regulation")) and/or within the context of a Dutch resolution
regime under the Dutch Intervention Act and any amendments thereto, or otherwise,
pursuant to which obligations of a bank, banking group company, credit institution or
investment firm or any of its affiliates can be reduced, cancelled and/or converted
into shares or other securities or obligations of the obligor or any other person or
may be expropriated (and a reference to the "relevant resolution authority" is to
any authority with the ability to exercise a Dutch Bail-in Power).
Under the terms of the notes, the exercise of the Dutch Bail-in Power by the relevant
https://www.sec.gov/Archives/edgar/data/1039765/000119312517092226/d358393d424b2.htm[3/23/2017 12:23:01 PM]

Document Outline

#1">
- #1">