Obligation Capital One Financial Corporation 6.25% ( US14040HAJ41 ) en USD

Capital One Financial Corporation

100 % ▲

Etas-Unis

US14040HAJ41 ( en USD )

6.25% par an ( paiement semestriel )

15/11/2013 - Obligation échue

Prospectus brochure de l'obligation Capital One Financial Corporation US14040HAJ41 en USD 6.25%, échue

1 000 USD

300 000 000 USD

14040HAJ4

NR

NR

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HAJ41, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/11/2013

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HAJ41, 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 US14040HAJ41, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Form 424B5
424B5 1 d424b5.htm FORM 424B5

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 23, 2002

$300,000,000

Capital One Financial Corporation

6.25% Senior Notes Due 2013

We will pay interest on the notes each May 15 and November 15. The first interest payment will be
made on May 15, 2004. The notes are unsecured and rank equally with all of our other unsecured
unsubordinated indebtedness.
We may not redeem the notes prior to their maturity on November 15, 2013. There is no sinking fund
for the notes. The notes will not be listed on any securities exchange.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured by the
FDIC or any other governmental agency.
Investing in the notes involves risks. See "Risk Factors" on page S-9.

Underwriting
Discounts and
Proceeds to
Price to Public
Commissions
Capital One

Per Note

99.527%
.750%

98.777%
Total

$298,581,000
$2,250,000
$296,331,000
Delivery of the notes in book-entry form only, will be made on or about November 6, 2003. Purchasers
of the notes will pay accrued interest from November 6, 2003, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or determined if this prospectus supplement or the prospectus to
which it relates is truthful or complete. Any representation to the contrary is a criminal offense.

Joint Book-Running Managers
JPMorgan
Lehman Brothers

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Form 424B5
Banc of America Securities LLC
Barclays Capital
Credit Suisse First Boston

The date of this prospectus supplement is November 3, 2003.
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Form 424B5

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

Page

ABOUT THIS PROSPECTUS SUPPLEMENT

S-2
FORWARD-LOOKING STATEMENTS

S-3
THE COMPANY

S-4
RECENT DEVELOPMENTS

S-5
SELECTED CONSOLIDATED FINANCIAL DATA

S-6
RISK FACTORS

S-9
USE OF PROCEEDS

S-15
CAPITALIZATION

S-16
DESCRIPTION OF NOTES

S-17
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS

S-21
UNDERWRITING

S-24
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

S-25
LEGAL MATTERS

S-26

PROSPECTUS

Page

ABOUT THIS PROSPECTUS

1
FORWARD-LOOKING STATEMENTS

1
WHERE YOU CAN FIND MORE INFORMATION

2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

2
CAPITAL ONE FINANCIAL CORPORATION

3
USE OF PROCEEDS

10
FINANCIAL RATIOS

10
DESCRIPTION OF DEBT SECURITIES

11
DESCRIPTION OF PREFERRED STOCK

19
DESCRIPTION OF COMMON STOCK

21
DESCRIPTION OF STOCK PURCHASE CONTRACTS AND EQUITY UNITS

25
PLAN OF DISTRIBUTION

26
CERTAIN LEGAL MATTERS

27
EXPERTS

27

You should rely only on the information contained in this document or to which we have referred you. We
have not authorized anyone to provide you with information that is different. This document may only be
used where it is legal to sell these securities. The information in this document may only be accurate on the
date of this document.

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Form 424B5
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about the notes in two separate documents: (a) the accompanying prospectus,
which provides general information, some of which may not apply to the notes, and (b) this prospectus
supplement, which describes the specific terms of the notes. If information in this prospectus supplement is
inconsistent with the prospectus, you should rely on this prospectus supplement.
It is important for you to read and consider all the information contained in this prospectus supplement and the
attached prospectus in making your investment decision. You also should read and consider the information in
the documents we have referred you to in "Where You Can Find More Information" on page 2 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.
In this prospectus supplement, the terms "Capital One," "we," "us" and "our" refer to Capital One Financial
Corporation.

S-2
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Form 424B5
FORWARD-LOOKING STATEMENTS
This prospectus supplement and the accompanying prospectus contain (or incorporate by reference) forward-
looking statements. Statements that are not historical facts, including statements about beliefs and expectations,
are forward-looking statements. Forward-looking statements include information relating to our future earnings
per share, return on equity, growth in managed loans outstanding and customer accounts, net interest margins,
funding costs, operations costs and employment growth, marketing expense, delinquencies and charge-offs.
Forward-looking statements also include statements using words such as "expect," "anticipate," "hope," "intend,"
"plan," "believe," "estimate" 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.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and
assumptions, including the risks discussed under "Risk Factors." Our future performance and actual results may
differ materially from those expressed in these forward-looking statements. Many of the factors that will
determine these results and values are beyond our ability to control or predict.
Factors that could cause our actual results to differ materially from those described in forward-looking
statements, include, among other things:

· continued intense competition from numerous providers of products and services which compete with our

businesses;

· an increase in credit losses (including increases due to a worsening of general economic conditions);

· our ability to continue to securitize our credit cards and consumer loans and to otherwise access the capital

markets at attractive rates and terms to capitalize and fund our operations and future growth;

· financial, legal, regulatory, accounting or other changes that may affect investment in, or the overall
performance of, a product or business, including changes in existing law and regulation affecting the credit

card and consumer loan industry, in particular (including federal bank examiner guidance affecting credit
card and/or subprime lending) and the financial services industry, in general (including the ability of
financial services companies to obtain, use and share consumer data);

· general economic conditions affecting consumer income and spending, which may affect consumer

bankruptcies, defaults and charge-offs;

· with respect to financial and other products, changes in our aggregate accounts or consumer loan balances

and the growth rate and composition thereof, including changes resulting from factors such as shifting
product mix, amount of actual marketing expenses made by us and attrition of accounts and loan balances;

· the amount of, and rate of growth in, our expenses (including salaries, associate benefits and marketing

expenses) as our business develops or changes or as it expands into new market areas;

· our ability to build the operational and organizational infrastructure necessary to engage in new businesses

or to expand internationally, and the level of our investments in these new businesses or regions;

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Form 424B5
· our ability to recruit experienced personnel to assist in the management and operations of new products

and services; and

· other factors listed from time to time in reports we file with the Securities and Exchange Commission,

including, but not limited to, factors set forth under the caption "Risk Factors" in this prospectus
supplement and in our Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.
We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise. You should consider carefully the factors discussed above in
evaluating these forward-looking statements.

S-3
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Form 424B5
THE COMPANY
We are a holding company, incorporated in Delaware on July 21, 1994. Our subsidiaries market a variety of
financial products and services to consumers using our proprietary information-based strategy, which we refer to
as IBS. Our principal executive office is located at 1680 Capital One Drive, McLean, Virginia, 22102 (telephone
number: (703) 720-1000). Our web site is www.capitalone.com. The information on our web site is not part of
this prospectus supplement or the accompanying prospectus.
Our predecessor began operations in 1953, the same year as the formation of what is now MasterCard
International, and we are, through our subsidiaries, one of the oldest continually operating bank card issuers in
the United States. We are, through our subsidiaries, one of the largest issuers of MasterCard®* and Visa®* credit
cards in the world. The success of our IBS, which we initiated in 1988, in addition to credit card industry
dynamics, has been the foundation of our growth in managed credit card loans and accounts. As of September 30,
2003, we had total reported assets of $43.4 billion, total reported liabilities of $37.8 billion and total
stockholders' equity of $5.6 billion.
Capital One Bank
Our principal subsidiary is Capital One Bank, which we call "the Bank." The Bank was incorporated in May
1994 and is a limited purpose Virginia state-chartered credit card bank that offers credit card products. Our
principal asset is our equity interest in the Bank. As of September 30, 2003, the Bank constituted approximately
71% of our managed assets. The Bank offers a variety of credit card products, including:

· Visa and MasterCard brands;

· Platinum and Gold premium label cards;

· secured and unsecured standard product cards; and

· United States and international offerings, with a current focus on the United Kingdom, Canada and

France.
Capital One, F.S.B.
We also have a federally chartered savings bank subsidiary, Capital One, F.S.B., which we call "the Savings
Bank." The Savings Bank was established in June 1996 to offer consumer lending products (including credit
cards) and deposit products. The Savings Bank offers its products and services by using our IBS and information
technology systems.
Capital One Auto Finance, Inc.
In addition, we have a subsidiary, Capital One Auto Finance, Inc., which offers automobile and other motor
vehicle financing products.

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Form 424B5
* MasterCard and Visa are registered trademarks of MasterCard International Incorporated and Visa USA, Inc.,
respectively.

S-4
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Form 424B5
RECENT DEVELOPMENTS
We generate earnings from our managed loan portfolio, which includes both on-balance sheet loans and off-
balance sheet loans. For this reason we believe the managed financial measures to be useful to stakeholders. In
compliance with Regulation G of the Securities and Exchange Commission, we have provided a numerical
reconciliation of managed financial measures to comparable measures calculated on a reported basis using
generally accepted accounting principles. Please see the section entitled "Reconciliation to GAAP Financial
Measures" in our Current Report on Form 8-K filed on October 22, 2003 and incorporated by reference into this
prospectus supplement to the extent described under "Incorporation of Certain Information by Reference," for
more information.
On October 29, 2003, we announced our earnings guidance for 2004. We expect earnings for the year ending
December 31, 2004, to be between $5.20 per share and $5.40 per share (fully diluted). We also announced that
we expect the growth rate of our managed loan portfolio to be in the mid-teens in 2004, as we gradually shift our
managed portfolio upmarket and continue to diversify beyond U.S. credit cards. As a result of the continued
diversification and shift upmarket in our portfolio, we expect our revenue margin (i.e., managed loan revenue as
a percent of average managed loans) to trend lower, and our managed net charge-offs and, marketing expenses
(each also as a percent of average managed loans) to also continue to trend lower.
On October 22, 2003, we announced earnings for the third quarter of 2003 of $276.3 million, or $1.17 per share
(fully diluted) compared with earnings of $258.8 million, or $1.13 per share, for the third quarter of 2002.
Managed consumer loan balances increased $6.5 billion during the third quarter of 2003 to $67.3 billion. Total
managed revenue for the third quarter of 2003 was $2.6 billion, which was consistent with the second quarter of
2003 and third quarter of 2002. The managed charge-off ratio was 5.44% for the three months ended
September 30, 2003, as compared to 6.32% for the three months ended June 30, 2003 and 4.96% for the three
months ended September 30, 2002. The managed delinquency rate was 4.65% as of September 30, 2003, which
was a decrease from 4.95% as of June 30, 2003 and 5.31% as of September 30, 2002. The managed net interest
margin decreased to 8.45% for the third quarter of 2003 from 8.64% in the second quarter of 2003. Marketing
expenses for the third quarter of 2003 increased $45.4 million to $316.0 million from $270.6 million in the
second quarter of 2003. Marketing expenses were $185.8 million in the comparable period of the prior year.
Annualized operating cost per account increased to $80.23 for the third quarter of 2003 from $76.35 in the prior
quarter and increased from $79.79 in the third quarter of 2002.

S-5
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Form 424B5
SELECTED CONSOLIDATED FINANCIAL DATA
The following table sets forth selected consolidated financial data for Capital One as of the dates or for the
periods indicated. This information should be read in conjunction with, and is qualified in its entirety by
reference to, the detailed information and financial statements included in the documents incorporated herein by
reference. See "Where You Can Find More Information" on page 2 of the accompanying prospectus. The interim
financial information has been derived from our unaudited financial information and in the opinion of
management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair
presentation have been included. Operating results for the six months ended June 30, 2003 are not necessarily
indicative of our results for the year ending December 31, 2003.
We periodically securitize and sell consumer loan receivables to provide funds for operations and to improve
liquidity. The effect of these transactions is to remove these consumer loans from our balance sheet. We record
gains or losses on the securitization of consumer loan receivables based on the estimated fair value of the assets
sold and retained and liabilities incurred in the sale.

Six Months Ended June 30,
Year Ended December 31,

2003
2002
2002
2001
2000

(Dollars in thousands, except per share and ratio data)

Income Statement Data:

Interest income
$ 2,176,846
$ 1,959,022 $ 4,180,766 $ 2,921,149 $ 2,453,899
Interest expense

759,779
693,372 1,461,654 1,171,007
801,017

Net interest income
1,417,067
1,265,650 2,719,112 1,750,142 1,652,882
Provision for loan
losses

762,948
931,458 2,149,328 1,120,457
812,861

Net interest income
after provision for loan
losses

654,119
334,192
569,784
629,685
840,021
Non-interest income
2,615,225
2,626,336 5,466,836 4,463,762 3,065,110
Non-interest expense 2,323,482 2,313,541 4,585,581 4,058,027 3,147,657

Income before income
taxes

945,862
646,987 1,451,039 1,035,420
757,474
Income taxes

349,969
245,855
551,395
393,455
287,840

Net income
$
595,893 $ 401,132 $ 899,644 $ 641,965 $ 469,634

Per Common Share:

Basic earnings
$
2.67 $
1.83 $
4.09 $
3.06 $
2.39
Diluted earnings

2.58
1.75
3.93
2.91
2.24
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Document Outline

sec.gov
- #1">Form 424B5