Bond Capital One Financial Corporation 4.2% ( US14040HBJ32 ) in USD

Capital One Financial Corporation

97.28 % ▼

United States

US14040HBJ32 ( in USD )

4.2% per year ( payment 2 times a year)

28/10/2025

Prospectus brochure of the bond Capital One Financial Corporation US14040HBJ32 en USD 4.2%, maturity 28/10/2025

2 000 USD

1 500 000 000 USD

14040HBJ3

BBB- ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

29/04/2024 ( In 13 days )

The Bond issued by Capital One Financial Corporation ( United States ) , in USD, with the ISIN code US14040HBJ32, pays a coupon of 4.2% per year.
The coupons are paid 2 times per year and the Bond maturity is 28/10/2025

The Bond issued by Capital One Financial Corporation ( United States ) , in USD, with the ISIN code US14040HBJ32, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Capital One Financial Corporation ( United States ) , in USD, with the ISIN code US14040HBJ32, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d77068d424b2.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
4.200% Subordinated Notes due 2025

$1,500,000,000
$151,050(1)

(1) The total filing fee of $151,050 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated March 31, 2015)

Capital One Financial Corporation
$1,500,000,000 4.200% Subordinated Notes Due 2025

We will pay interest on the 4.200% subordinated notes due 2025 (the "notes") semi-annually in arrears on April 29 and October 29 of each
year. We will make the first interest payment on the notes on April 29, 2016. The notes will mature on October 29, 2025.
We have the option to redeem the notes at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus
accrued and unpaid interest thereon to the redemption date, in whole or in part at any time after September 29, 2025 (which is the date that is one
month prior to the maturity date of the notes). Any early redemption of the notes will be subject to the receipt of the approval of the Board of
Governors of the Federal Reserve System (the "Federal Reserve"), to the extent then required under applicable laws or regulations, including
capital regulations. See "Description of the Notes--Optional Redemption."
The notes will be our unsecured obligations, will rank junior to all of our senior indebtedness and will be effectively junior to all
indebtedness and other liabilities of our subsidiaries. Holders of the notes may be fully subordinated to interests held by the U.S. government in the
event that we enter into a receivership, insolvency, liquidation or similar proceeding.
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-3 of this prospectus
supplement.
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 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 or any other governmental agency or instrumentality.

Proceeds to
Underwriting
Capital One
Discounts and
(Before

Price to Public

Commissions

Expenses)

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Per Note

99.992%(1)

0.450%

99.542%
Notes Total

$1,499,880,000

$ 6,750,000
$1,493,130,000

(1)
Plus accrued interest, if any, from October 29, 2015.
Delivery of the notes in book-entry form only will be made through the facilities of The Depository Trust Company and its participants,
including Euroclear System and Clearstream Banking, S.A., on or about October 29, 2015. 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

Citigroup
Credit Suisse
Deutsche Bank Securities

J.P. Morgan
Capital One Securities
Co-Managers

Goldman, Sachs & Co.

RBC Capital Markets
The date of this prospectus supplement is October 26, 2015
Table of Contents
TABLE OF CONTENTS

Prospectus Supplement

ABOUT THIS PROSPECTUS SUPPLEMENT
S-ii
FORWARD-LOOKING STATEMENTS
S-iii
SUMMARY OF THE OFFERING
S-1
RISK FACTORS
S-3
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-18
VALIDITY OF THE NOTES
S-23
EXPERTS
S-23
WHERE YOU CAN FIND MORE INFORMATION
S-23
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
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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. 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-23 of this prospectus
supplement and page 3 of the accompanying prospectus.
We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials where you can
find additional related discussions. The table of contents in this prospectus supplement provides the pages on which these captions are located.
Unless the context requires otherwise, references to "Capital One," "issuer," "we," "our," or "us" in this prospectus supplement refer to
Capital One Financial Corporation, a Delaware corporation.

S-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, 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);

·
financial, legal, regulatory, tax or accounting changes or actions, including the impact of the Dodd-Frank Wall Street Reform and

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

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·
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;

S-iii
Table of Contents

·
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.
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-3 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.
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-iv
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SUMMARY OF THE OFFERING
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-3 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 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 6 of the accompanying prospectus. To the extent the information in this
prospectus supplement is inconsistent with the information in the accompanying prospectus, you should rely on the following information.

Issuer:
Capital One Financial Corporation

Securities Offered:
$1,500,000,000 aggregate principal amount of 4.200% subordinated notes due 2025.

Maturity Date:
The notes will mature on October 29, 2025.

Interest Payment Dates:
The notes will bear interest at the rate of 4.200% per year from the original issuance
date. We will pay interest on the notes semi-annually in arrears each April 29 and
October 29. We will make the first interest payment on April 29, 2016.

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, 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 notes at a redemption price equal to 100% of the
principal amount of the notes to be redeemed, plus accrued and unpaid interest thereon
to the redemption date, in whole or in part at any time after September 29, 2025 (which
is the date that is one month prior to the maturity date of the notes). Any early
redemption of the notes will be subject to the receipt of the approval of the Federal
Reserve, to the extent then required under applicable laws or regulations, including
capital regulations.

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

Ranking:
The notes will be unsecured and subordinated to the payment of our senior
indebtedness, will be effectively subordinated to all of the existing and future liabilities
and obligations of our subsidiaries, and

S-1
Table of Contents
will rank equal in right of payment to all our existing and future unsecured and
subordinated indebtedness. As of September 30, 2015, Capital One Financial
Corporation had approximately $8.3 billion in senior and subordinated notes outstanding
that mature in varying amounts from 2015 to 2025, of which approximately $7.3 billion
in aggregate principal amount was senior debt securities and approximately $1.0 billion

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in aggregate principal was subordinated debt securities. As of September 30, 2015, our
consolidated banking subsidiaries, Capital One Bank (USA), National Association
("COBNA") and Capital One, National Association ("CONA") had outstanding
approximately $6.0 billion and $7.4 billion in senior and subordinated debt securities,
respectively.

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

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

S-2
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, 2014, as such discussion may be amended or updated in other reports filed by us with the SEC.
The notes are subordinated obligations and we cannot make payments under the notes if we default on our obligations that are more senior.
Our obligations under the notes are unsecured and rank junior to our "senior indebtedness," as described under "Description of the Notes--
Ranking." This means that we cannot make payments under the notes if we default on payments under any of these obligations, unless, by their
terms, the obligations are equal with or junior to the notes. If we liquidate, go bankrupt or dissolve, we would be able to make payments under the
notes only after we have paid all of our liabilities that are senior to the notes. In such an event, creditors under our senior indebtedness may receive
more, ratably, and holders of subordinated notes having a claim pursuant to those notes may receive less, ratably, than our other creditors. As of
September 30, 2015, we had outstanding approximately $7.3 billion in debts that ranked senior to the notes, excluding obligations of our
subsidiaries. There is no limitation on our ability to incur additional debt senior to or on parity with the notes. For more information on the
subordination of payments under the notes, see "Description of the Notes--Ranking." In addition, holders of the subordinated notes may be
fully subordinated to interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar
proceeding.
The notes are our unsecured obligations and not obligations of our subsidiaries and will be effectively subordinated to the claims of our
subsidiaries' creditors.
The notes are exclusively our obligations and not those of our subsidiaries. We are a holding company and, accordingly, substantially all of
our operations are conducted through our subsidiaries. As a result, our cash flow and our ability to service our debt, including the notes, depend
upon the earnings of our subsidiaries. In addition, we depend on the distribution of earnings, loans or other payments by our subsidiaries to us.
Our subsidiaries are separate and distinct legal entities. Our subsidiaries have no obligation to pay any amounts due on the notes or to provide
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us with funds to pay our obligations, whether by dividends, distributions, loans or other payments. In addition, any payment of dividends,
distributions, loans or advances by our subsidiaries to us would be subject to regulatory or contractual restrictions. Payments to us by our
subsidiaries also will be contingent upon those subsidiaries' earnings and business considerations.
Our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and, therefore, the right of the holders of the
notes to participate in those assets, will be effectively subordinated to the claims of those subsidiaries' creditors, including senior and subordinated
debtholders and general trade creditors. In the event of any such distribution of assets of our bank subsidiaries, the claims of depositors and other
general or subordinated creditors would be entitled to priority over the claims of holders of the notes. In addition, even if we were a creditor of any
of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of those subsidiaries and any indebtedness of
those subsidiaries senior to that held by us.
As of September 30, 2015, our consolidated banking subsidiaries had outstanding approximately $13.5 billion in senior notes and $212.9
billion in deposit liabilities that would effectively rank senior to the notes in

S-3
Table of Contents
case of liquidation or reorganization, in addition to other obligations such as those of the type listed under "Description of the Notes--Ranking".
In addition, the notes will not be secured by any of our assets. As a result, they will be effectively subordinated to all of our secured
indebtedness to the extent of the value of the assets securing such indebtedness. The indenture governing the notes does not limit the amount of
senior indebtedness and other financial obligations or secured obligations that we or our subsidiaries may incur.
The notes are subject to limited rights of acceleration.
Payment of principal on the notes may be accelerated only in the case of certain events of our bankruptcy or insolvency, whether voluntary or
involuntary. Thus, you have no right to accelerate the payment of principal on the notes if we fail to pay interest on the notes or if we fail in the
performance of any of our other obligations under the notes. In addition, holders of senior notes may accelerate the due date of those notes if an
event of default shall occur and be continuing, which may adversely impact our ability to pay obligations on subordinated notes.
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 or
subordinated 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, merger or similar transaction that may adversely affect you,
except to the extent set forth under "Description of Debt Securities--Covenants" and "--Consolidation, Merger and Sale of Assets" in the
accompanying prospectus would apply to the transaction.
Government regulation may affect the priority of the notes in the case of a bankruptcy or liquidation.
The Dodd-Frank Act created a new resolution regime known as the "orderly liquidation authority". Under the orderly liquidation authority,
the FDIC may be appointed as receiver for an entity, including a bank holding company, for purposes of liquidating the entity if the Secretary of
the Treasury, following a process set out in the Dodd-Frank Act, determines that the entity is in default or danger of default and that the entity's
failure and its resolution under otherwise applicable law would have serious adverse effects on the financial stability of the United States.
If the FDIC is appointed as receiver under the orderly liquidation authority, then the Dodd-Frank Act, rather than applicable insolvency laws,
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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

S-4
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creditors under the orderly liquidation authority compared to those under the U.S. Bankruptcy Code, including the right 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 right of the FDIC to transfer claims to a "bridge" entity. As a consequence of
the rights 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 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 commissions and offering expenses
payable by us, will be approximately $1.491 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, 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 subordinated 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 subordinated indenture dated as of August 29, 2006, between us and The
Bank of New York Mellon Trust Company, N.A., as indenture trustee, which we refer to as the subordinated indenture. A copy of the subordinated
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 subordinated
indenture.
General
The notes offered hereby constitute a separate series of subordinated debt securities described in the accompanying prospectus to be issued
under the subordinated indenture. The notes will be our direct, unsecured obligations.
The notes are initially offered in the principal amount of $1,500,000,000. We may, without the consent of existing holders, increase the
principal amount of the 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 the series of notes to issue and sell additional notes in the future.
Payments
The notes will mature on October 29, 2025. The notes will bear interest from October 29, 2015 at the annual rate of 4.200%. We will pay
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interest on the notes semi-annually in arrears on each April 29 and October 29. We will make the first interest payment on April 29, 2016.
We will pay interest to the person in whose name the note is registered at the close of business on April 14 and October 14, next 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. Interest on the 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 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.
The notes 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 September 29, 2025 (which is the date that is one month prior to the maturity date of the notes), the notes will be redeemable
upon not less than 15 nor more than 45 days' prior notice given to the holders of the notes to be redeemed, at a redemption price equal to 100% of
the principal amount of the notes to be redeemed plus accrued and unpaid interest to the date of redemption.

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If money sufficient to pay the redemption price of and accrued interest on the notes (or portions thereof) to be redeemed on the redemption
date is deposited with the Trustee or paying agent on or before the redemption date and certain other conditions are satisfied, then on and after the
redemption date, interest will cease to accrue on such notes (or such portion thereof) called for redemption and such 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 the notes are to be redeemed, the depository will select the notes for redemption on a pro rata basis, by lot or by such other
method in accordance with the depository's procedures. No notes of $1,000 or less will be redeemed in part.
Any early redemption of the notes will be subject to the receipt of the approval of the Federal Reserve, to the extent then required under
applicable laws or regulations, including capital regulations.
Denominations
The notes will be issued in minimum denominations of $2,000 and in integral multiples of $1,000 in excess thereof.
Ranking
Payments on the notes will rank junior in right of payment to all of our existing and future "senior indebtedness." The term "senior
indebtedness" means, with respect to us:
(1) the principal of, and premium, if any, and interest, whether outstanding now or incurred later, on (a) all indebtedness for money borrowed
by us, including indebtedness of others guaranteed by us, other than any subordinated debt securities, junior subordinated debt securities and other
indebtedness that is expressly stated as not senior, and (b) any amendments, renewals, extensions, modifications and refundings of any
indebtedness, unless in any such case the instrument evidencing the indebtedness provides that it is not senior in right of payment to the notes;
(2) all of our capital lease obligations and any synthetic lease or tax retention operating lease;
(3) all of our obligations issued or assumed as the deferred purchase price of property, and all conditional sale or title retention agreements,
but excluding trade accounts payable in the ordinary course of business;
(4) all of our obligations, contingent or otherwise, in respect of any letters of credit, bankers acceptances, security purchase facilities and
similar credit transactions;
(5) all of our obligations in respect of interest rate swap, cap or similar agreements, interest rate future or options contracts, currency swap
agreements, currency future or option contracts, commodity contracts and other similar agreements;
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(6) all obligations of the type referred to in clauses (1) through (5) of other persons for the payment of which we are responsible or liable as
obligor, guarantor or otherwise, whether or not such obligation is classified as a liability on a balance sheet prepared in accordance with generally
accepted accounting principles, and direct credit substitutes; and
(7) all obligations of the type referred to in clauses (1) through (6) of other persons secured by any lien on any of our property or assets
whether or not such obligation is assumed by us;

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except that senior indebtedness will not include:
(A) subordinated debt securities;
(B) any indebtedness that by its terms is subordinated to, or ranks on an equal basis with, subordinated debt securities; and
(C) any indebtedness between or among us and our affiliates that constitutes or involves (1) any junior subordinated debt securities, (2) trust
preferred securities guarantees or (3) all other debt securities and guarantees in respect of those debt securities, issued to any trust, or a trustee of
such trust, partnership or other entity affiliated with us that is our financing vehicle in connection with the issuance by such financing vehicle of
trust preferred securities or other securities guaranteed by us pursuant to an instrument that ranks on an equal basis with, or junior to, trust
preferred securities guarantees.
The notes will be subordinated in right of payment to all of our senior indebtedness. No payment may be made on the notes if a payment
default or any other default allowing for acceleration has occurred and is continuing with respect to any senior indebtedness. In the event of any
insolvency, dissolution, assignment for the benefit of our creditors, reorganization, restructuring of debt, marshaling of assets and liabilities or
similar proceedings or any liquidation or winding-up of or relating to our company as a whole, whether voluntary or involuntary, all holders of
senior indebtedness will be entitled to be paid in full before you are entitled to receive any payment in respect of the notes. In the event of any such
proceedings, after payment in full of all sums owing with respect to senior indebtedness, the holders of the notes, together with the holders of any
of our obligations ranking equally with the notes, will be entitled to be paid from our remaining assets the unpaid principal thereof and interest
thereon before any payment or other distribution is made on our capital stock or any other obligation ranking junior to the notes. Because of such
subordination, if we become insolvent, holders of senior indebtedness may receive more, ratably, and holders of the subordinated notes having a
claim pursuant to these notes may receive less, ratably, than our other creditors. In addition, holders of the notes may be fully subordinated to
interests held by the U.S. government in the event that we enter into a receivership, insolvency, liquidation or similar proceeding.
As of September 30, 2015, Capital One Financial Corporation had approximately $8.3 billion in senior and subordinated notes outstanding
that mature in varying amounts from 2015 to 2025, of which approximately $7.3 billion in aggregate principal amount was senior debt securities
and approximately $1.0 billion in aggregate principal was subordinated debt securities. As of September 30, 2015, our consolidated banking
subsidiaries, COBNA and CONA had outstanding approximately $6.0 billion and $7.4 billion in senior and subordinated debt securities,
respectively. The notes are not secured, are not guaranteed by any of our affiliates and are not subject to any other arrangement that legally or
economically enhances the ranking of the subordinated notes in relation to more senior claims. The notes do not contain any limitation on the
amount of senior indebtedness that we or any of our subsidiaries may hereafter incur.
We may, without the consent of the holders of the notes, create and issue additional debt securities under the subordinated indenture, ranking
equally with the notes. The subordinated indenture does not limit the amount of additional subordinated indebtedness that we or any of our
subsidiaries may incur. 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 notes or to 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.

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