Obligation Capital First Corporation 5.55% ( US14040HBH75 ) en USD

Capital First Corporation

100 % ⇌

Etas-Unis

US14040HBH75 ( en USD )

5.55% par an ( paiement semestriel )

Perpétuelle

Prospectus brochure de l'obligation Capital One Financial Corporation US14040HBH75 en USD 5.55%, échéance Perpétuelle

1 000 USD

1 000 000 000 USD

14040HBH7

N/A

01/07/2025 ( Aujourd'hui )

Capital One Financial Corporation est une société financière américaine offrant des services bancaires aux particuliers et aux entreprises, notamment des cartes de crédit, des prêts bancaires, des services de dépôt et de courtage.

Capital One Financial Corporation (US14040HBH75, CUSIP 14040HBH7) a émis une obligation perpétuelle américaine d'un milliard de dollars (USD), au taux d'intérêt de 5,55 %, actuellement cotée à 100 %, avec un paiement semestriel et une taille minimale d'achat de 1 000 $.

424B2
424B2 1 d922608d424b2.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
Shares of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E

$1,000,000,000

$116,200(1)

(1)
The filing fee of $116,200 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
Filed Pursuant to Ruled 424(b) (5)
Registration No 333-203125

PROSPECTUS SUPPLEMENT
(To prospectus dated March 31, 2015)

Capital One Financial Corporation
1,000,000 Shares of Fixed-to-Floating Rate Non-Cumulative
Perpetual Preferred Stock, Series E
We are offering 1,000,000 shares of our fixed-to-floating rate non-cumulative perpetual preferred stock, Series E (the "Preferred Stock"), with a
liquidation preference of $1,000 per share of Preferred Stock.
We will pay dividends on the Preferred Stock, when, as, and if declared to the extent that we have lawfully available funds to pay dividends. Dividends
will accrue and be payable from the date of issuance to, but excluding June 1, 2020 at a rate of 5.55% per annum, payable semi-annually in arrears on June 1
and December 1 of each year, beginning on December 1, 2015. From and including June 1, 2020, we will pay dividends on the Preferred Stock, when, as, and
if declared, at a floating rate equal to the then applicable three-month U.S. dollar LIBOR rate (as defined herein) plus a spread of 3.80% per annum, payable
quarterly in arrears, on March 1, June 1, September 1 and December 1 of each year, beginning on September 1, 2020.
Dividends on the Preferred Stock will not be cumulative. If for any reason our Board of Directors or a duly authorized committee of the Board of
Directors does not declare a dividend on the Preferred Stock for any dividend period, such dividend will not accrue or be payable, and we will have no
obligation to pay dividends for such dividend period, whether or not dividends on the Preferred Stock are declared for any future dividend period. Dividends
on the Preferred Stock will not be declared, paid or set aside for payment to the extent such act would cause us to fail to comply with applicable laws and
regulations, including applicable capital adequacy guidelines.
We may redeem the Preferred Stock at our option, subject to regulatory approval, (1) in whole or in part, from time to time, on any dividend payment
date on or after June 1, 2020 at a redemption price equal to $1,000 per share, plus any declared and unpaid dividends, or (2) in whole but not in part, at any
time within 90 days following a regulatory capital treatment event (as defined herein), at a redemption price equal to $1,000 per share, plus any declared and
unpaid dividends.
The Preferred Stock will not have any voting rights, except as set forth under "Description of Preferred Stock--Voting Rights" beginning on page S-21
of this prospectus supplement.

Per

Share
Total

Public offering price

$1,000
$1,000,000,000
Underwriting discounts and commissions

$
10
$
10,000,000
http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2
Proceeds, before expenses, to us

$ 990
$ 990,000,000

Investing in our Preferred Stock involves risks. Before buying any shares of our Preferred Stock, you should read this prospectus supplement,
the related prospectus and all information incorporated by reference herein, including the discussion of material risks of investing in shares of our
Preferred Stock in the "Risk Factors" section beginning on page S-10 of this prospectus supplement. The Preferred Stock is not investment grade
rated and is subject to the risks associated with non-investment grade securities. The Preferred Stock will not be listed on any securities exchange.
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 Preferred Stock is not a deposit, savings account or other obligation of a bank and is not insured or guaranteed by the Federal Deposit
Insurance Corporation (the "FDIC") or any other governmental agency or instrumentality.
The underwriters expect to deliver the Preferred Stock 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 May 14, 2015.
Because our affiliate, Capital One Securities, Inc., is participating in sales of the Preferred Stock, the offering is being conducted in compliance with the
Financial Industry Regulatory Authority ("FINRA") Rule 5121, as administered by FINRA.
Joint Book-Running Managers

Barclays Credit Suisse J.P. Morgan
Morgan Stanley

Wells Fargo Securities

Capital One Securities
Co-Managers

Blaylock Beal Van, LLC

CastleOak Securities, L.P.

MFR Securities, Inc.

Ramirez & Co., Inc.

The date of this Prospectus Supplement is May 11, 2015
Table of Contents
TABLE OF CONTENTS

About This Prospectus Supplement
S-1
Forward-Looking Statements
S-1
Summary of the Offering
S-4
Risk Factors
S-10
Use of Proceeds
S-15
Description of Preferred Stock
S-16
Book-Entry Procedures and Settlement
S-24
Material United States Federal Income Tax Consequences
S-27
Certain ERISA Considerations
S-33
Underwriting (Conflicts of Interest)
S-35
Validity of the Preferred Stock
S-39
Experts
S-39
Where You Can Find More Information
S-39
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
Experts

28
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the
http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2
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 Preferred Stock 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 Preferred Stock 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 Preferred Stock 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
Preferred Stock. 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 any 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-39 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.
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 and confidence, spending and savings that may affect consumer
bankruptcies, defaults, charge-offs and deposit activity;

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

environment);

S-1
Table of Contents
· financial, legal, regulatory, tax or accounting changes or actions, including the impact of the Dodd-Frank Wall Street Reform and
http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2

Consumer Protection Act (the "Dodd-Frank Act") and the regulations promulgated thereunder 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 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;

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

financial condition;

· any significant disruption in our operations or technology platform;

· 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;

· our ability to control costs;

· 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;

· any significant disruption of, or loss of public confidence in, the United States mail service affecting our response rates and consumer

payments;

· 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 to assist in the development, management and operation of new

products and services;

· changes in the labor and employment markets;

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

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

S-2
Table of Contents
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-10 of this prospectus supplement and in any other documents incorporated or deemed to be
incorporated by reference herein, including our Annual Report on Form 10-K for the year ended December 31, 2014, 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.
http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2
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 that they are made or as of the date indicated, and we
undertake no obligation to update forward-looking statements as a result of new information, future events or otherwise.

S-3
Table of Contents
Summary of the Offering
The following summary highlights selected information from this prospectus supplement and the accompanying prospectus about the
Preferred Stock and this offering. This description is not complete and does not contain all of the information that you should consider before
investing in the Preferred Stock. 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 Preferred Stock as well as other considerations that are important to
you in making a decision about whether to invest in the Preferred Stock. You should pay special attention to the "Risk Factors" section
beginning on page S-10 of this prospectus supplement and the "Risk Factors" section in our Annual Report on Form 10-K for the year ended
December 31, 2014, as such discussion may be amended or updated in other reports filed by us with the SEC, to determine whether an
investment in the Preferred Stock is appropriate for you. This prospectus supplement includes forward-looking statements that involve risks
and uncertainties. For a more complete understanding of the Preferred Stock, you should read the section entitled "Description of Preferred
Stock" beginning on page S-16 of this prospectus supplement as well as the section entitled "Description of Preferred Stock" beginning on
page 17 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 following information.

Issuer
Capital One Financial Corporation

Securities Offered
1,000,000 shares of Non-Cumulative Perpetual Preferred Stock, Series E, $0.01 par
value (the "Preferred Stock"), with a liquidation preference of $1,000 per share.

We reserve the right to re-open this series of preferred stock and issue additional shares

of the Preferred Stock either through public or private sales at any time and from time to
time. The additional shares would form a single series with the Preferred Stock.

Dividends
We will pay dividends on the Preferred Stock, when, as, and if declared by our Board of
Directors or a duly authorized committee of the Board of Directors. Dividends will
accrue and be payable from the date of issuance to, but excluding June 1, 2020 at a rate
of 5.55% per annum, payable semi-annually in arrears. From and including June 1,
2020, we will pay dividends based on the liquidation preference of the Preferred Stock,
when, as and if declared by our Board or such committee, at a floating rate equal to the
then applicable three-month U.S. dollar LIBOR rate (as defined herein) plus a spread of
3.80% per annum, payable quarterly in arrears. The dividend rate of such floating rate
dividends will be reset quarterly. The amount of any dividend will be computed in the
manner described under "Description of Preferred Stock--Dividends--Floating Rate
Period" on page S-17. See also "--Dividend Payment Dates" on page S-7.

Dividends on the Preferred Stock will not be cumulative. If our Board of Directors or a
duly authorized committee of the Board of Directors does not declare a dividend on the

Preferred Stock in respect of a dividend period, then no dividend shall be deemed to
have accrued for such dividend period, be payable on the applicable dividend payment
date, or be cumulative, and we will have no obligation to

S-4
Table of Contents
http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2
pay any dividend for that dividend period, whether or not our Board of Directors or a

duly authorized committee of our Board of Directors declares a dividend on the
Preferred Stock for any future dividend period.

Capital One's ability to pay dividends on the Preferred Stock depends on the ability of
Capital One Bank (USA), National Association ("COBNA") and Capital One, National
Association ("CONA") to pay dividends to Capital One. The ability of Capital One,

COBNA and CONA to pay dividends in the future is subject to bank regulatory
requirements and capital guidelines and policies established by the Board of Governors
of the Federal Reserve System (the "Federal Reserve").

While the Preferred Stock is outstanding, unless, in each case, the full dividends for the
preceding dividend period on all outstanding shares of Preferred Stock have been

declared and paid or declared and a sum sufficient for the payment thereof has been set
aside:

· no dividend will be declared or paid or set aside for payment and no distribution will

be declared or made or set aside for payment on any junior stock, other than:

· a dividend payable solely in junior stock, or

· any dividend in connection with the implementation of a shareholders' rights plan,

or the redemption or repurchase of any rights under any such plan;

· no shares of junior stock shall be repurchased, redeemed or otherwise acquired for
consideration by us, directly or indirectly (nor shall any monies be paid to or made

available for a sinking fund for the redemption of any such securities by us) other
than:

· as a result of a reclassification of junior stock for or into other junior stock;

· the exchange or conversion of one share of junior stock for or into another share of

junior stock;

· through the use of the proceeds of a substantially contemporaneous sale of other

shares of junior stock;

· purchases, redemptions or other acquisitions of shares of the junior stock in

connection with any employment contract, benefit plan or other similar
arrangement with or for the benefit of employees, officers, directors or consultants;

· purchases of shares of junior stock pursuant to a contractually binding requirement

to buy junior stock existing prior to the preceding dividend period, including
under a contractually binding stock repurchase plan;

· the purchase of fractional interests in shares of junior stock pursuant to the

conversion or exchange provisions of such stock or the security being converted or
exchanged;

S-5
Table of Contents
· purchases or other acquisitions by any of our broker-dealer subsidiaries solely for

the purpose of market making;

· stabilization or customer facilitation transactions in junior stock in the ordinary

course of business;

http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2
· purchases by any of our broker-dealer subsidiaries of our capital stock for resale

pursuant to an offering by us of such capital stock underwritten by such broker-
dealer subsidiary; or

· the acquisition by us or any of our subsidiaries of record ownership in junior stock
for the beneficial ownership of any other persons (other than for the beneficial

ownership by us or any of our subsidiaries), including as trustees or custodians;
and

· no shares of parity stock, if any, shall be repurchased, redeemed or otherwise
acquired for consideration by us, directly or indirectly (nor shall any monies be paid

to or made available for a sinking fund for the redemption of any such securities by
us), during a dividend period, other than:

· pursuant to pro rata offers to purchase all, or a pro rata portion, of the Preferred

Stock and such parity stock, if any;

· as a result of a reclassification of parity stock for or into other parity stock;

· the exchange or conversion of parity stock for or into other parity stock or junior

stock;

· through the use of the proceeds of a substantially contemporaneous sale of other

shares of parity stock;

· purchases of shares of parity stock pursuant to a contractually binding requirement

to buy parity stock existing prior to the preceding dividend period, including under
a contractually binding stock repurchase plan;

· the purchase of fractional interests in shares of parity stock pursuant to the

conversion or exchange provisions of such stock or the security being converted or
exchanged;

· purchases or other acquisitions by any of our broker-dealer subsidiaries solely for

the purpose of market making, stabilization or customer facilitation transactions in
parity stock in the ordinary course of business;

· purchases by any of our broker-dealer subsidiaries of our capital stock for resale

pursuant to an offering by us of such capital stock underwritten by such broker-
dealer subsidiary; or

· the acquisition by us or any of our subsidiaries of record ownership in parity stock

for the beneficial ownership of any other persons (other than for the beneficial
ownership by us or any of our subsidiaries), including as trustees or custodians.

While the Preferred Stock is outstanding, unless the full dividends for the preceding

dividend period on all outstanding shares of Preferred

S-6
Table of Contents
Stock have been declared and paid or declared and a sum sufficient for the payment
thereof has been set aside, no dividend will be declared or paid or set aside for payment
and no distribution will be declared or made or set aside for payment on any securities
that rank equally with the Preferred Stock. When dividends are not paid in full upon the
shares of Preferred Stock and parity stock, if any, all dividends declared upon shares of

Preferred Stock and parity stock, if any, will be declared on a proportional basis so that
the amount of dividends declared per share will bear to each other the same ratio that
accrued dividends for the then-current dividend period per share on Preferred Stock, and
accrued dividends, including any accumulations, if any, on parity stock, if any, bear to
http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2
each other.

Dividends on the Preferred Stock will not be declared, paid or set aside for payment to
the extent such act would cause us to fail to comply with applicable laws and

regulations, including applicable capital adequacy guidelines. See "Description of
Preferred Stock--Dividends" beginning on page S-16.

Dividend Payment Dates
Dividends on the Preferred Stock will be payable when, as, and if declared by our Board
of Directors or a duly authorized committee of our Board of Directors, semi-annually in
arrears on June 1 and December 1 of each year, beginning on December 1, 2015 and
ending on June 1, 2020 and, thereafter, quarterly on March 1, June 1, September 1 and
December 1 of each year, beginning on September 1, 2020 (each a "dividend payment
date").

During the Fixed Rate Period (as defined below), if any date on which dividends would

otherwise be payable is not a business day, then the dividend payment date will be the
next business day without any adjustment to the amount of dividend paid.

During the Floating Rate Period (as defined below), if any date on which dividends
would otherwise be payable is not a business day, then payment of any dividend payable
on such date will be made on the next succeeding business day unless that day falls in

the next calendar month, in which case the dividend payment date will be the
immediately preceding business day, and dividends will accrue to the actual payment
date.

Redemption
The Preferred Stock is perpetual and has no maturity date. We may redeem the
Preferred Stock at our option, (i) in whole or in part, from time to time, on any dividend
payment date on or after June 1, 2020 at a redemption price equal to $1,000 per share,
plus any declared and unpaid dividends, or (ii) in whole but not in part, at any time
within 90 days following a regulatory capital treatment event (as defined herein), at a
redemption price equal to $1,000 per share, plus any declared and unpaid dividends. The
holders of Preferred Stock will not have the right to require the redemption or
repurchase of the Preferred Stock.

S-7
Table of Contents
Any redemption of the Preferred Stock is subject to our receipt of any required prior
approval by the Federal Reserve and to the satisfaction of any conditions set forth in the

capital guidelines or regulations of the Federal Reserve applicable to redemption of the
Preferred Stock. The holders of Preferred Stock will not have the right to require
redemption.

Liquidation Rights
In the event we liquidate, dissolve or wind-up our business and affairs, either voluntarily
or involuntarily, holders of the Preferred Stock are entitled to receive a liquidating
distribution of $1,000 per share, plus any declared and unpaid dividends, without
accumulation of any undeclared dividends before we make any distribution of assets to
the holders of our common stock or any other class or series of shares of junior stock.
Distributions will be made only to the extent of Capital One's assets that are available
after satisfaction of all liabilities to creditors and subject to the rights of holders of any
securities ranking senior to the Preferred Stock and pro rata as to the Preferred Stock
and any other shares of our stock ranking equally as to such distribution, if any.

Voting Rights
None, except with respect to authorizing or increasing the authorized amount of senior
stock, certain changes in the terms of the Preferred Stock and in the case of certain
http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2
dividend non-payments. See "Description of Preferred Stock--Voting Rights"
beginning on page S-21.

Ranking
Shares of the Preferred Stock will rank senior to our common stock, and at least equally
with each other series of our preferred stock, if any, we have issued or may issue if
provided for in the certificate of designations relating to such preferred stock or
otherwise (except for any senior series that may be issued with the requisite consent of
the holders of the Preferred Stock and all other parity stock, if any), with respect to the
payment of dividends and distributions upon liquidation, dissolution or winding up. See
"Description of Preferred Stock--Other Preferred Stock." We will generally be able to
pay dividends and distributions upon liquidation, dissolution or winding up only out of
lawfully available assets for such payment after satisfaction of all claims for
indebtedness and other non-equity claims.

No Maturity
The Preferred Stock does not have any maturity date, and we are not required to redeem
the Preferred Stock. Accordingly, the Preferred Stock will remain outstanding
indefinitely, unless and until we decide to redeem it and receive prior approval of the
Federal Reserve to do so.

Preemptive and Conversion Rights
None.

S-8
Table of Contents
Tax Consequences
For a discussion of the material U.S. federal income tax consequences relating to the
Preferred Stock, see the section entitled "Material United States Federal Income Tax
Consequences" beginning on page S-27 in this prospectus supplement.

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
$988,100,000. We intend to use the net proceeds from the sale of the Preferred Stock for
general corporate purposes in the ordinary course of our business. General corporate
purposes may include repayment of debt, acquisitions, additions to working capital,
capital expenditures and investments in our subsidiaries.

Risk Factors
Please refer to the section entitled "Risk Factors" beginning on page S-10 and other
information included or incorporated by reference in this prospectus supplement and the
accompanying prospectus for a discussion of factors you should consider carefully
before deciding to invest in our Preferred Stock.

Calculation Agent, Transfer Agent & Registrar
Computershare Trust Company, N.A., collectively with Computershare Inc., will be the
calculation agent, transfer agent and registrar for the Preferred Stock.

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
Preferred Stock 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.

http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

424B2

S-9
Table of Contents
Risk Factors
Investing in the Preferred Stock involves risks, including the risks described below that are specific to the Preferred Stock and those that
could affect us and our business. You should not purchase shares of our Preferred Stock 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 shares of Preferred Stock, 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 "Item 1A 
Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2014, as such discussion may be amended or updated in
other reports filed by us with the SEC.
Risks Relating to the Preferred Stock
The Preferred Stock will initially be rated below investment grade.
The Preferred Stock will not initially be investment grade-rated, and there can be no assurance that it will be rated investment grade in the
future or otherwise be upgraded. Further, the Preferred Stock may be subject to a higher risk of price volatility than similar, higher-rated securities.
In addition, increases in leverage or deteriorating outlooks for an issuer, or volatile markets, could lead to continued significant deterioration in
market prices of below-investment grade rated securities, such as the Preferred Stock.
Ratings only reflect the views of the issuing rating agency or agencies and such ratings could at any time be revised downward or withdrawn
entirely at the discretion of the issuing rating agency. Further, a rating is not a recommendation to purchase, sell or hold any particular security,
including the Preferred Stock. In addition, ratings do not reflect market prices or suitability of a security for a particular investor and any rating of
the Preferred Stock may not reflect all risks related to us and our business, or the structure or market value of the Preferred Stock.
The Preferred Stock will be an equity security and will be subordinate to our existing and future indebtedness.
The shares of Preferred Stock will be equity interests in Capital One and will not constitute indebtedness, and will rank junior to all existing
and future indebtedness and other non-equity claims on Capital One with respect to assets available to satisfy claims on Capital One, including
claims in the event of our liquidation. As of March 31, 2015, Capital One's total liabilities, including deposits, securitized debt obligations and
other debt, were approximately $260 billion and we may incur additional indebtedness in the future. Capital One's existing and future indebtedness
may restrict payment of dividends on the Preferred Stock.
Additionally, unlike indebtedness, where principal and interest customarily are payable on specified due dates, in the case of preferred stock
like the Preferred Stock, (1) dividends will be payable only if declared by our Board of Directors or a duly authorized committee of the Board of
Directors, (2) dividends will not accumulate if they are not declared and (3) as a Delaware corporation, we may make dividend payments and
redemption payments only out of funds legally available under Delaware law. Also, as a bank holding company, our ability to declare and pay
dividends and redeem the Preferred Stock is dependent on certain federal regulatory considerations. In particular, the Dodd-Frank Act requires
federal banking agencies to establish more stringent risk-based capital guidelines and leverage limits applicable to banks and bank holding
companies, and especially those institutions with consolidated assets equal to or greater than $50 billion. The Federal Reserve, the Office of the
Comptroller of the Currency and the FDIC released in July 2013 a final rule (the "Basel III Rule") that substantially revises the federal banking
agencies' current capital rules and implements the Basel Committee on Banking Supervision's December 2010 regulatory capital reforms, known
as Basel III. The Basel III Rule sets forth the criteria for qualifying additional Tier 1 capital instruments consistent with Basel III, including the

S-10
Table of Contents
requirement that any dividends on such instruments only be paid out of the banking organization's net income, retained earnings and surplus related
to other additional Tier 1 capital instruments. In addition, restrictions may be applied to bank holding company dividends under the Federal
Reserve's capital plan rule. Such provisions could adversely affect our ability to pay dividends or may result in additional limitations on our ability
to pay dividends or redeem shares of our Preferred Stock. Further, the Preferred Stock may be fully subordinated to interests held by the U.S.
http://www.sec.gov/Archives/edgar/data/927628/000119312515183997/d922608d424b2.htm[5/13/2015 11:17:44 AM]

Document Outline

#1">
- #1">