Obligation Capital One Financial Corporation 3.45% ( US14040HBY09 ) en USD

Capital One Financial Corporation

100 % ⇌

Etas-Unis

US14040HBY09 ( en USD )

3.45% par an ( paiement semestriel )

30/04/2021 - Obligation échue

Prospectus brochure de l'obligation Capital One Financial Corporation US14040HBY09 en USD 3.45%, échue

2 000 USD

1 250 000 000 USD

14040HBY0

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HBY09, paye un coupon de 3.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/04/2021

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HBY09, 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 US14040HBY09, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d559766d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-223608
CALCULATION OF REGISTRATION FEE

Maximum
Title of each class of
aggregate
Amount of
securities offered

offering price

registration fee
3.450% Senior Notes due 2021

$1,250,000,000

$155,625(1)
4.250% Senior Notes due 2025

$750,000,000

$93,375(1)
Total

$2,000,000,000

$249,000(1)

(1)
The total filing fee of $249,000 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

PROSPECTUS SUPPLEMENT
(To prospectus dated March 12, 2018)

Capital One Financial Corporation
$1,250,000,000 3.450% Senior Notes Due 2021
$750,000,000 4.250% Senior Notes Due 2025

We will pay interest on the 3.450% senior notes due 2021 (the "2021 fixed rate notes") semi-annually in arrears on April 30 and October 30 of each year. We will make the
first interest payment on the 2021 fixed rate notes on October 30, 2018. The 2021 fixed rate notes will mature on April 30, 2021.
We will pay interest on the 4.250% senior notes due 2025 (the "2025 fixed rate notes" and, together with the 2021 fixed rate notes, the "notes") semi-annually in arrears on
April 30 and October 30 of each year. We will make the first interest payment on the 2025 fixed rate notes on October 30, 2018. The 2025 fixed rate notes will mature on April 30,
2025.
We have the option to redeem the 2021 fixed rate notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid
interest thereon to the redemption date, in whole or in part at any time on or after March 30, 2021 (which is the date that is one month prior to the maturity date of the 2021 fixed
rate notes). See "Description of the Notes--Optional Redemption."
We have the option to redeem the 2025 fixed rate notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid
interest thereon to the redemption date, in whole or in part at any time on or after March 30, 2025 (which is the date that is one month prior to the maturity date of the 2025 fixed
rate notes). See "Description of the Notes--Optional Redemption."
The notes will be our unsecured obligations and will rank equally with all of our existing and future unsecured and unsubordinated indebtedness that may be outstanding from
time to time.
We will issue the notes in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. There is no sinking fund for the notes. The notes are a new
issue of securities with no established trading market. The notes will not be listed on any securities exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-4 of this prospectus supplement.
Neither the Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The notes are not savings accounts, deposits or other obligations of a bank and are not insured or guaranteed by the Federal Deposit
Insurance Corporation (the "FDIC") or any other governmental agency or instrumentality.

Proceeds to
Underwriting
Capital One

Price to Public

Discounts
(Before Expenses)
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2
Per 2021 Fixed Rate Note

99.912%(1)

0.250%

99.662%
2021 Fixed Rate Notes Total
$1,248,900,000

$ 3,125,000
$ 1,245,775,000
Per 2025 Fixed Rate Note

99.994%(1)

0.400%

99.594%
2025 Fixed Rate Notes Total
$ 749,955,000

$ 3,000,000
$
746,955,000
Total
$1,998,855,000

$ 6,125,000
$ 1,992,730,000

(1)
Plus accrued interest, if any, from April 30, 2018.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The Depository Trust Company and its participants, including Euroclear System
and Clearstream Banking, S.A., on or about April 30, 2018.
Because our affiliate, Capital One Securities, Inc., is participating in the sale of the notes, the offering is being conducted in compliance with Financial Industry Regulatory
Authority ("FINRA") Rule 5121, as administered by FINRA.
Joint Book-Running Managers

BofA Merrill Lynch

J.P. Morgan

Morgan Stanley

RBC Capital Markets
Capital One Securities
Co-Managers

Blaylock Van, LLC

CastleOak Securities, L.P.

Mischler Financial Group, Inc.

Ramirez & Co., Inc.
The date of this prospectus supplement is April 26, 2018.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-ii
Forward-Looking Statements
S-iii
Summary
S-1
Risk Factors
S-4
Use Of Proceeds
S-6
Description Of The Notes
S-7
Material United States Federal Income Tax Consequences
S-11
Certain ERISA Considerations
S-16
Underwriting
S-19
Validity Of The Notes
S-25
Experts
S-25
Where You Can Find More Information
S-25

Page
Prospectus

About This Prospectus

1
Forward-Looking Statements

1
Where You Can Find More Information

4
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

5
Use of Proceeds

6
Description of Debt Securities

7
Description of Preferred Stock

18
Description of Common Stock

21
Description of Other Securities

25
Resale By Selling Securityholders

26
Book-Entry Procedures and Settlement

27
Certain Legal Matters

30
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2
Experts

30
You should rely only on the information contained in or incorporated by reference in this prospectus supplement and the accompanying
prospectus. We have not, and the underwriters have not, authorized any other person to provide you with different information. If anyone
provides you with different or inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer to
sell the notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus
supplement (including any related free writing prospectus prepared by us or on our behalf, if any), the accompanying prospectus and the
documents incorporated by reference herein and therein, is accurate only as of their respective dates. Our business, financial condition, results of
operations and prospects may have changed since those dates.

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about the notes in two separate documents: (1) this prospectus supplement (including any related free writing
prospectus prepared by us or on our behalf, if any), which describes the specific terms of the notes and also adds to and updates information contained in
the accompanying prospectus and the documents incorporated by reference in that prospectus, and (2) the accompanying prospectus, which provides
general information about securities we may offer from time to time, including securities other than the notes that are being offered by this prospectus
supplement. If information in this prospectus supplement or any related free writing prospectus, if any, is inconsistent with the accompanying prospectus,
you should rely on this prospectus supplement and such related free writing prospectus, if any.
It is important for you to read and consider all of the information contained in this prospectus supplement and any related free writing prospectus, if
any, and the accompanying prospectus in making your investment decision. You also should read and consider the information in the documents we have
referred you to in the section entitled "Where You Can Find More Information" beginning on page S-25 of this prospectus supplement and page 4 of the
accompanying prospectus.
We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can find
additional related discussions. The table of contents in this prospectus supplement provides the pages on which these captions are located.
Unless the context requires otherwise, references to "Capital One," "issuer," "we," "our," or "us" in this prospectus supplement refer to Capital One
Financial Corporation, a Delaware corporation.

S-ii
Table of Contents
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 those that discuss, among other things, 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 often use words such as "will," "anticipate," "target," "expect," "estimate," "intend,"
"plan," "goal," "believe" or other words of similar meaning. We have based these forward-looking statements on our current plans, estimates and
projections, and you should not unduly rely on them. To the extent that any of the information in this prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein and therein is forward-looking, it is intended to fit within the safe harbor for forward-looking
information provided by the Private Securities Litigation Reform Act of 1995.
Numerous factors could cause our actual results to differ materially from those described in such forward-looking statements, including, among other
things:

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

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

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

https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2
environment, and the impact of inaccurate estimates or inadequate reserves;

·
compliance with financial, legal, regulatory, tax or accounting changes or actions, including the impacts of the Act to provide for
reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 enacted on December 22, 2017

(the "Tax Act"), the Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank Act"), and other regulations
governing bank capital and liquidity standards;

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

involving us;

·
the inability to sustain revenue and earnings growth;

·
increases or decreases in interest rates;

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

·
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 amount and rate of deposit growth;

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

·
our response to competitive pressures;

·
changes in retail distribution strategies and channels, including the emergence of new technologies and product delivery systems;

S-iii
Table of Contents

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

·
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 in the technology platforms on which we rely, including cybersecurity, business

continuity and related operational risks, as well as other security failures or breaches of our systems or those of our customers, partners,
service providers or other third parties;

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

·
our ability to develop and adapt to rapid changes in digital technology to address the needs of our customers and comply with

applicable regulatory standards, including our increasing reliance on third party infrastructure and compliance with data protection and
privacy standards;

·
the effectiveness of our risk management strategies;

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

expands into new market areas;

·
the extensive use, reliability and accuracy of the models and data we rely on in our business;

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

·
the impact from, and our ability to respond to, natural disasters and other catastrophic events;

·
changes in the labor and employment markets;

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

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

·
other risk factors identified from time to time in our public disclosures, including in the reports that we file with the SEC.
You should carefully consider the factors referred to above in evaluating these forward-looking statements.
When considering these forward-looking statements, you should keep in mind these risks, uncertainties and other cautionary statements made in this
prospectus supplement, the accompanying prospectus and in the documents incorporated by reference. See the factors set forth under the "Risk Factors"
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2
section beginning on page S-4 of this prospectus supplement and in any other documents incorporated or deemed to be incorporated by reference therein or
herein, including our Annual Report on Form 10-K for the year ended December 31, 2017, as such discussion may be amended or updated in other reports
filed by us with the SEC, for additional information that you should consider carefully in evaluating these forward-looking statements.
Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions, including the risk
factors referred to above. Our future performance and actual results may differ materially from those expressed in forward-looking statements.
Many of the factors that will determine these results and values are beyond our ability to control or predict. Any forward-looking statements
made by us or on our behalf speak only as of the date they are made or as of the date indicated, and we do not undertake any obligation to update
forward-looking statements as a result of new information, future events or otherwise.

S-iv
Table of Contents
SUMMARY
The following summary highlights selected information from this prospectus supplement and the accompanying prospectus about the notes and
this offering. This description is not complete and does not contain all of the information that you should consider before investing in the notes. You
should read this prospectus supplement and the accompanying prospectus, including the documents we incorporate by reference, carefully to
understand fully the terms of the notes as well as other considerations that are important to you in making a decision about whether to invest in the
notes. You should pay special attention to the "Risk Factors" section beginning on page S-4 of this prospectus supplement and the "Risk Factors"
section in our Annual Report on Form 10-K for the year ended December 31, 2017, as such discussion may be amended or updated in other reports
filed by us with the SEC, to determine whether an investment in the notes is appropriate for you. This prospectus supplement includes forward-
looking statements that involve risks and uncertainties. For a more complete understanding of the notes, you should read the section entitled
"Description of the Notes" beginning on page S-7 of this prospectus supplement as well as the section entitled "Description of Debt Securities"
beginning on page 7 of the accompanying prospectus. To the extent the information in this prospectus supplement is inconsistent with the information
in the accompanying prospectus, you should rely on the information contained in this prospectus supplement.
Capital One
Capital One Financial Corporation, a Delaware corporation established in 1994 and headquartered in McLean, Virginia, is a diversified financial
services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation and its subsidiaries offer a broad array of
financial products and services to consumers, small businesses and commercial clients through branches, the internet and other distribution channels.
As of December 31, 2017, our principal subsidiaries included Capital One Bank (USA), National Association ("COBNA"), which offers credit and
debit card products, other lending products and deposit products; and Capital One, National Association ("CONA"), which offers a broad spectrum of
banking products and financial services to consumers, small businesses and commercial clients. For more information on Capital One, see the
documents incorporated by reference into this prospectus supplement and the accompanying prospectus. Our principal executive office is located at
1680 Capital One Drive, McLean, Virginia 22102 (telephone number (703) 720-1000).

S-1
Table of Contents
The Offering

Issuer
Capital One Financial Corporation

Securities Offered
$1,250,000,000 aggregate principal amount of 3.450% senior notes due 2021.

$750,000,000 aggregate principal amount of 4.250% senior notes due 2025.

See "Description of the Notes--General."

Maturity Date
The 2021 fixed rate notes will mature on April 30, 2021.
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2

The 2025 fixed rate notes will mature on April 30, 2025.

Interest Payment Dates
The 2021 fixed rate notes will bear interest at the rate of 3.450% per year from the original
issuance date. We will pay interest on the 2021 fixed rate notes semi-annually in arrears on
each April 30 and October 30. We will make the first interest payment on October 30, 2018.

The 2025 fixed rate notes will bear interest at the rate of 4.250% per year from the original

issuance date. We will pay interest on the 2025 fixed rate notes semi-annually in arrears on
each April 30 and October 30. We will make the first interest payment on October 30, 2018.

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

Optional Redemption
We have the option to redeem the 2021 fixed rate notes at a redemption price equal to 100%
of the principal amount of the 2021 fixed rate notes to be redeemed, plus accrued and unpaid
interest thereon to the redemption date, in whole or in part at any time on or after March 30,
2021 (which is the date that is one month prior to the maturity date of the 2021 fixed rate
notes).

We have the option to redeem the 2025 fixed rate notes at a redemption price equal to 100%
of the principal amount of the 2025 fixed rate notes to be redeemed, plus accrued and unpaid

interest thereon to the redemption date, in whole or in part at any time on or after March 30,
2025 (which is the date that is one month prior to the maturity date of the 2025 fixed rate
notes).

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

S-2
Table of Contents
Ranking
The notes are our direct, unsecured and unsubordinated obligations and rank equal in priority
with all of our existing and future unsecured and unsubordinated indebtedness and senior in
right of payment to all of our existing and future subordinated indebtedness.

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

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

Risk Factors
Please refer to the section entitled "Risk Factors" beginning on page S-4 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 the notes.
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2

S-3
Table of Contents
RISK FACTORS
Investing in the notes involves risks, including the risks described below that are specific to the notes and those that could affect us and our business.
You should not purchase notes unless you understand these investment risks. Please be aware that other risks may prove to be important in the future. New
risks may emerge at any time, and we cannot predict such risks or estimate the extent to which they may affect our financial performance. Before
purchasing any notes, you should consider carefully the risks and other information in this prospectus supplement and the accompanying prospectus and
carefully read the risks described in the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, including
the discussion under the "Risk Factors" section in our Annual Report on Form 10-K for the year ended December 31, 2017, as such discussion may be
amended or updated in other reports filed by us with the SEC.
The notes are our obligations and not obligations of our subsidiaries and will be effectively subordinated to the claims of our subsidiaries'
creditors.
The notes are exclusively our obligations and not those of our subsidiaries. We are a holding company and, accordingly, substantially all of our
operations are conducted through our subsidiaries. As a result, our cash flow and our ability to service our debt, including the notes, depend upon the
earnings of our subsidiaries. In addition, we depend on the distribution of earnings, loans or other payments by our subsidiaries to us.
Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the notes or to provide us with
funds to pay our obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends, distributions, loans or
advances by our subsidiaries to us would be subject to regulatory or contractual restrictions. Payments to us by our subsidiaries also will be contingent
upon those subsidiaries' earnings and business considerations.
Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and, therefore, the right of the holders of the notes
to participate in those assets, will be effectively subordinated to the claims of those subsidiaries' creditors, including senior and subordinated debtholders
and general trade creditors. In the event of any such distribution of assets of our bank subsidiaries, the claims of depositors and other general or
subordinated creditors would be entitled to priority over the claims of holders of the notes. In addition, even if we were a creditor of any of our subsidiaries,
our rights as a creditor would be subordinate to any security interest in the assets of those subsidiaries and any indebtedness of those subsidiaries senior to
that held by us.
The notes will not be guaranteed by the FDIC or any other governmental agency.
The notes are not bank deposits and are not insured by the FDIC or any other governmental agency, nor are they obligations of, or guaranteed by, a
bank. The notes will be obligations of Capital One Financial Corporation only and will not be guaranteed by any of our subsidiaries, including COBNA or
CONA, our principal banking subsidiaries.
The indenture governing the notes does not contain any limitations on our ability to incur additional indebtedness, sell or otherwise dispose of
assets, pay dividends or repurchase our capital stock.
Neither we nor any of our subsidiaries is restricted from incurring additional indebtedness or other liabilities, including additional senior
indebtedness, under the indenture governing the terms of the notes. If we incur additional indebtedness or liabilities, our ability to pay our obligations on
the notes could be adversely affected. We expect that we will from time to time incur additional indebtedness and other liabilities. In addition, we are not
restricted under the indenture governing the notes from paying dividends or issuing or repurchasing our securities.
In addition, there are no financial covenants in the indenture. You are not protected under the indenture in the event of a highly leveraged transaction,
reorganization, default under our existing indebtedness, restructuring,

S-4
Table of Contents
merger or similar transaction that may adversely affect you, except to the extent set forth under "Description of Debt Securities--Covenants" and "--
Consolidation, Merger and Sale of Assets" in the accompanying prospectus would apply to the transaction.
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2
Government regulation may affect the priority of the notes in the case of a bankruptcy or liquidation.
The Dodd-Frank Act created a new resolution regime known as the "orderly liquidation authority." Under the orderly liquidation authority, the FDIC
may be appointed as receiver for an entity, including a bank holding company, for purposes of liquidating the entity if the Secretary of the Treasury,
following a process set out in the Dodd-Frank Act, determines that the entity is in default or danger of default and that the entity's failure and its resolution
under otherwise applicable law would have serious adverse effects on the financial stability of the United States.
If the FDIC is appointed as receiver under the orderly liquidation authority, then the Dodd-Frank Act, rather than applicable insolvency laws, would
determine the powers of the receiver, and the rights and obligations of creditors and other parties who have dealt with the institution. There are substantial
differences in the rights of creditors under the orderly liquidation authority compared to those under the U.S. Bankruptcy Code, including the power of the
FDIC to disregard the strict priority of creditor claims in some circumstances, the use of an administrative claims procedure to determine creditors' claims
(as opposed to the judicial procedure utilized in bankruptcy proceedings) and the power of the FDIC to transfer claims to a "bridge" entity. As a
consequence of the power of the FDIC under the orderly liquidation authority, the holders of the notes may be fully subordinated to interests held by the
U.S. government and others in the event that we enter into a receivership, insolvency, liquidation or similar proceeding. Although the FDIC has issued
regulations to implement the orderly liquidation authority, not all aspects of how the FDIC might exercise this authority are known and additional
rulemakings are likely. Further, it is uncertain how the FDIC might exercise its discretion under the orderly liquidation authority in a particular case.

S-5
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering, after deducting the underwriting discounts and offering expenses payable by us, will be
approximately $1.991 billion. We intend to use the net proceeds from the sale of the notes for general corporate purposes in the ordinary course of our
business. General corporate purposes may include repayment of debt, redemptions and repurchases of shares of our common stock and of our other
securities, acquisitions, additions to working capital, capital expenditures and investments in our subsidiaries.

S-6
Table of Contents
DESCRIPTION OF THE NOTES
The following is a description of the particular terms of the notes offered pursuant to this prospectus supplement. This description supplements and,
to the extent inconsistent, modifies the description of the general terms and provisions of senior debt securities set forth in the accompanying prospectus
under "Description of Debt Securities." To the extent the description in this prospectus supplement is inconsistent with the description contained in the
accompanying prospectus, you should rely on the description in this prospectus supplement. The following description is qualified in its entirety by
reference to the provisions of the senior indenture dated as of November 1, 1996, between us and The Bank of New York Mellon Trust Company, N.A.,
formerly known as The Bank of New York Trust Company, N.A. (as successor to Harris Trust and Savings Bank), as indenture trustee, which we refer to as
the senior indenture. A copy of the senior indenture is filed as an exhibit to the registration statement of which this prospectus supplement and the
accompanying prospectus are a part. Capitalized terms not defined in this section have the meanings assigned to such terms in the accompanying
prospectus or in the senior indenture.
General
The 2021 fixed rate notes and the 2025 fixed rate notes offered hereby constitute separate series of senior debt securities described in the
accompanying prospectus to be issued under the senior indenture. The notes will be our direct, unsecured obligations.
The 2021 fixed rate notes are initially offered in the principal amount of $1,250,000,000, and the 2025 fixed rate notes are initially offered in the
principal amount of $750,000,000. We may, without the consent of existing holders, increase the principal amount of any series of notes by issuing more
notes in the future, on the same terms and conditions (other than any differences in the issue date, the price to the public and the first interest payment date)
and with the same CUSIP number (if appropriate), as the notes being offered by this prospectus supplement. We do not plan to inform existing holders if
we reopen a series of notes to issue and sell additional notes in the future.
As used herein, the term "business day" means, any day that is not a Saturday or Sunday and that is not a day on which banking institutions in New
York, New York, Chicago, Illinois or McLean, Virginia are generally authorized or obligated by law to close.
Payments
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2
2021 Fixed Rate Notes
The 2021 fixed rate notes will mature on April 30, 2021. The notes will bear interest from April 30, 2018 at the annual rate of 3.450%. We will pay
interest on the notes semi-annually in arrears on each April 30 and October 30. We will make the first interest payment on October 30, 2018.
2025 Fixed Rate Notes
The 2025 fixed rate notes will mature on April 30, 2025. The notes will bear interest from April 30, 2018 at the annual rate of 4.250%. We will pay
interest on the notes semi-annually in arrears on each April 30 and October 30. We will make the first interest payment on October 30, 2018.
General
We will pay interest to the person in whose name the note is registered at the close of business on the fifteenth calendar day (whether or not a
business day) immediately preceding the relevant interest payment date, except that we will pay interest payable at the maturity date of the notes to the
person or persons to whom principal is payable.

S-7
Table of Contents
Interest on the 2021 fixed rate notes and the 2025 fixed rate notes will be paid on the basis of a 360-day year comprised of twelve 30-day months. If
any date on which interest is payable on the 2021 fixed rate notes or the 2025 fixed rate notes is not a business day, the payment of the interest payable on
that date will be made on the next day that is a business day, without any interest or other payment in respect of the delay, with the same force and effect as
if made on the scheduled payment date. If the maturity date of the 2021 fixed rate notes or the 2025 fixed rate notes falls on a day that is not a business day,
the payment of interest and principal shall be made on the next succeeding business day, and no interest will accrue after such maturity date.
The notes offered hereby will not have the benefit of a sinking fund--that is, we will not deposit money on a regular basis into any separate custodial
account to repay the notes.
Optional Redemption
The notes are not subject to repayment at the option of the holders at any time prior to maturity.
On or after March 30, 2021 (which is the date that is one month prior to the maturity date of the 2021 fixed rate notes), the 2021 fixed rate notes will
be redeemable upon not less than 10 nor more than 60 days' prior notice given to the holders of the 2021 fixed rate notes to be redeemed, at a redemption
price equal to 100% of the principal amount of the 2021 fixed rate notes to be redeemed plus accrued and unpaid interest to the date of redemption.
On or after March 30, 2025 (which is the date that is one month prior to the maturity date of the 2025 fixed rate notes), the 2025 fixed rate notes will
be redeemable upon not less than 10 nor more than 60 days' prior notice given to the holders of the 2025 fixed rate notes to be redeemed, at a redemption
price equal to 100% of the principal amount of the 2025 fixed rate notes to be redeemed plus accrued and unpaid interest to the date of redemption.
If money sufficient to pay the redemption price of and accrued interest on any series of notes (or portions thereof) to be redeemed on the applicable
redemption date is deposited with the Trustee or paying agent on or before the applicable redemption date and certain other conditions are satisfied, then on
and after such redemption date, interest will cease to accrue on such series of notes (or such portion thereof) called for redemption and such series of notes
will cease to be outstanding. If any redemption date is not a business day, we will pay the redemption price on the next business day without any interest or
other payment due to the delay.
If fewer than all of a series of notes are to be redeemed, the depository will select the notes of such series for redemption on a pro rata basis, by lot or
by such other method in accordance with the depository's procedures. No notes of $2,000 or less will be redeemed in part.
Denominations
The notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
Ranking
Payments of the principal and interest on the notes will rank equally with all of Capital One's other unsecured and unsubordinated debt. Capital
One's senior indebtedness ranks pari passu with the notes. The notes will be our exclusive obligations and not those of our subsidiaries. Since we are a
holding company and substantially all of our operations are conducted through subsidiaries, our cash flow and consequently our ability to service debt,
including the notes, depend upon the earnings of our subsidiaries and the distribution of those earnings to us or upon other payments of funds by those
subsidiaries to us. The subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due on the
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

424B2
notes or to

S-8
Table of Contents
provide us with funds for payments on the notes, whether by dividends, distributions, loans or other payments. In addition, the payment of dividends and
distributions and the making of loans and advances to us by our subsidiaries may be subject to regulatory, statutory or contractual restrictions, are
contingent upon the earnings of those subsidiaries, and are subject to various business considerations.
Any right we have to receive assets of any of our subsidiaries upon their liquidation or reorganization and the resulting right of the holders of notes to
participate in those assets effectively will be subordinated to the claims of that subsidiary's creditors, including trade creditors, except to the extent that we
are recognized as a creditor of the subsidiary, in which case our claims would be subordinated to any security interests in the assets of the subsidiary and
any indebtedness of the subsidiary senior to the debt held by us.
The senior indenture does not limit the amount of additional senior indebtedness that we or any of our subsidiaries may incur. We may, without the
consent of the holders of the notes, create and issue additional debt securities under the senior indenture ranking equally with the notes.
As of December 31, 2017, Capital One Financial Corporation had approximately $11.4 billion in senior unsecured indebtedness outstanding. As of
December 31, 2017, our consolidated banking subsidiaries, CONA and COBNA, had approximately $12.1 billion and $4.3 billion in senior and
subordinated indebtedness outstanding, respectively.
Events of Default
Events of default under the senior indenture with respect to the notes of a series are:
(1) failure to pay interest on the notes of such series when due and continuance of that default for 30 days;
(2) failure to pay the principal of the notes of such series when due and payable;
(3) failure to perform or the breach of any covenant or warranty in the senior indenture or the notes of such series (other than a covenant or warranty
included solely for the benefit of a series of debt securities other than the notes of such series) that continues for 60 days after we are given written notice
by the indenture trustee or we and the indenture trustee are given written notice by the holders of at least 25% in principal amount of the outstanding notes
of such series;
(4) any event of default under any mortgage, indenture or other instrument securing or evidencing any indebtedness of us or any significant
subsidiary for money borrowed, resulting in such indebtedness in principal amount exceeding $10,000,000 becoming or being declared due and payable
prior to the date on which it would otherwise become due and payable, if the acceleration is not rescinded or annulled within 30 days after written notice; or
(5) certain events of bankruptcy, insolvency or reorganization of us or any of our significant subsidiaries.
Defeasance and Discharges
The defeasance provisions of the senior indenture described under "Description of Debt Securities--Legal Defeasance and Covenant Defeasance" in
the accompanying prospectus will apply to the notes.
Same-Day Settlement and Payment
Settlement by purchasers of the notes will be made in immediately available funds. All payments by us to the depositary of principal and interest will
be made in immediately available funds. So long as any notes are represented by global securities registered in the name of the depositary or its nominee,
those notes will trade in

S-9
Table of Contents
the depositary's Same-Day Funds Settlement System which requires secondary market trading in those notes to settle in immediately available funds. No
assurance can be given as to the effect, if any, of this requirement to settle in immediately available funds on trading activity in notes.
https://www.sec.gov/Archives/edgar/data/927628/000119312518139068/d559766d424b2.htm[4/30/2018 3:06:46 PM]

Document Outline

#1">
- #1">