Obligation Capital One Financial Corporation 2.125% ( US14040HAV78 ) en USD

Capital One Financial Corporation

100 % ⇌

Etas-Unis

US14040HAV78 ( en USD )

2.125% par an ( paiement semestriel )

15/07/2014 - Obligation échue

Prospectus brochure de l'obligation Capital One Financial Corporation US14040HAV78 en USD 2.125%, échue

2 000 USD

750 000 000 USD

14040HAV7

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HAV78, paye un coupon de 2.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/07/2014

L'Obligation émise par Capital One Financial Corporation ( Etas-Unis ) , en USD, avec le code ISIN US14040HAV78, 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 US14040HAV78, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Form 424(b)(2)
http://www.sec.gov/Archives/edgar/data/927628/000119312511188817/...
424B2 1 d424b2.htm FORM 424(B)(2)
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-159085
CALCULATION OF REGISTRATION FEE

Maximum aggregate
Amount of registration
Title of each class of securities offered

offering price

fee

Floating Rate Senior Notes Due 2014

$
250,000,000
$
29,025(1)
2.125% Senior Notes Due 2014

$
750,000,000
$
87,075(1)
3.150% Senior Notes Due 2016

$
750,000,000
$
87,075(1)
4.750% Senior Notes Due 2021

$ 1,250,000,000
$
145,125(1)
(1) The filing fee of $348,300 is calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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Table of Contents
PROSPECTUS SUPPLEMENT
(To prospectus dated May 8, 2009)
Capital One Financial Corporation
$250,000,000 Floating Rate Senior Notes Due 2014
$750,000,000 2.125% Senior Notes Due 2014
$750,000,000 3.150% Senior Notes Due 2016
$1,250,000,000 4.750% Senior Notes Due 2021
We wil pay interest on the floating rate senior notes due 2014, which we refer to as the floating rate notes in this
prospectus supplement, at a rate equal to the then applicable U.S. dollar LIBOR rate plus 1.15% quarterly on
October 15, January 15, April 15 and July 15 of each year. We wil make the first interest payment on October 15, 2011.
The floating rate notes wil mature on July 15, 2014. The rate of interest on the floating rate notes wil reset quarterly, as
described herein.
We wil pay interest on each of the 2.125% senior notes due 2014, the 3.150% senior notes due 2016 and the 4.750%
senior notes due 2021, which we refer to col ectively as the fixed rate notes in this prospectus supplement, semi-annual y
on January 15 and July 15 of each year. We wil make the first interest payment on the fixed rate notes on January 15,
2012. The 2.125% notes wil mature on July 15, 2014. The 3.150% notes wil mature on July 15, 2016. The 4.750%
notes wil mature on July 15, 2021. We refer to the fixed rate notes and the floating rate notes together as the notes in
this prospectus supplement.
The notes are being offered to finance in part our pending acquisition of ING Direct. If we do not consummate the ING
Direct acquisition on or prior to June 30, 2012, or if the purchase and sale agreement governing the ING Direct
acquisition is terminated at any time prior to that date, we wil be required to redeem al of the notes offered hereby at a
redemption price equal to 101% of the aggregate principal amount of the notes, plus accrued and unpaid interest from
the date of initial issuance, or the most recent date to which interest has been paid or provided for, as the case may be,
excluding the special mandatory redemption date.
The notes wil be our unsecured obligations and wil rank equal y with all of our other unsecured and unsubordinated
indebtedness that may be outstanding from time to time. We wil issue the notes in minimum denominations of $2,000
and integral multiples of $1,000. There is no sinking fund for the notes. The notes wil not be listed on any securities
exchange.
Investing in the notes involves risks. See "Risk Factors" beginning on page S-8 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.

Underwriting
Proceeds to

Price to Public

Commissions

Capital One

Per Floating Rate Note

100%(1)

0.25%

99.75%
Floating Rate Senior Notes Total

$ 250,000,000(1)
$
625,000
$ 249,375,000
Per 2.125% Note

99.945%(1)

0.25%

99.695%
2.125% Senior Notes Total

$ 749,587,500(1)
$ 1,875,000
$ 747,712,500
Per 3.150% Note

99.749%(1)

0.35%

99.399%
3.150% Senior Notes Total

$ 748,117,500(1)
$ 2,625,000
$ 745,492,500
Per 4.750% Note

99.537%(1)

0.45%

99.087%
4.750% Senior Notes Total

$1,244,212,500(1)
$ 5,625,000
$1,238,587,500

Total

$2,991,917,500

$10,750,000
$2,981,167,500

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(1) Your purchase price wil also include interest accrued, if any, on the notes since July 19, 2011.
Delivery of the notes in book-entry form only wil be made through the facilities of The Depository Trust Company and its
participants, including Euroclear System and Clearstream Banking, S.A., on or about July 19, 2011.
Joint Bookrunners

Barclays Capital

Citi

Morgan Stanley
Credit Suisse

Goldman, Sachs & Co.

RBS

Wells Fargo Securities
Co-Managers

Ramirez & Co., Inc. Sandler O'Neill + Partners, L.P. Siebert Capital Markets The Williams Capital Group, L.P.
The date of this prospectus supplement is July 14, 2011
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Form 424(b)(2)
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Table of Contents
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1

Forward-Looking Statements
S-2

Summary
S-4

Risk Factors
S-8

Ratio of Earnings to Combined Fixed Charges
S-12
Use of Proceeds
S-13
Preliminary Unaudited Pro Forma Condensed Combined Financial Information
S-14
Description of the Notes
S-22
Certain United States Federal Income Tax Consequences
S-27
Certain ERISA Considerations
S-32
Underwriting
S-34
Validity of the Notes
S-38
Experts
S-38
Where You Can Find More Information
S-38
Prospectus

About This Prospectus
1

Forward-Looking Statements
1

Where You Can Find More Information
2

Ratio of Earnings to Fixed Charges
4

Use of Proceeds
5

Description of Debt Securities
6

Description of the Trust Preferred Securities
17

Description of the Junior Subordinated Debt Securities
28

Description of the Trust Preferred Securities Guarantees
37

Relationship among the Trust Preferred Securities, the Junior Subordinated Debt Securities and the Guarantee
40

Description of Preferred Stock
42

Description of Depositary Shares
44

Description of Common Stock
45

Description of Purchase Contracts
49

Description of Warrants
50

Description of Units
52

The Trusts
53

Book-Entry Procedures and Settlement
55

Certain Legal Matters
58

Experts
58

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, 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.

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ABOUT THIS PROSPECTUS SUPPLEMENT
We provide information to you about the notes in two separate documents: (1) this prospectus supplement, 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 therein 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 is inconsistent with the accompanying prospectus, you should rely on this prospectus supplement.
It is important for you to read and consider all of the information contained in this prospectus supplement 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 "Where You Can Find More Information" on page S-38 of this prospectus supplement and page 2 of the accompanying
prospectus.
We include cross-references in this prospectus supplement and the accompanying prospectus to captions in these materials
where you can find additional related discussions. The table of contents in this prospectus supplement provides the pages on which
these captions are located.
Unless the context requires otherwise, references to "Capital One," "we," "our" or "us" in this prospectus supplement refer to
Capital One Financial Corporation, a Delaware corporation.

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FORWARD-LOOKING STATEMENTS
This prospectus supplement and the documents incorporated by reference in this prospectus supplement 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 information relating to
our future earnings per share, growth in loans outstanding, product mix, segment growth, revenue margin, funding costs, operations
costs, employment growth, marketing expense, delinquencies and charge-offs, statements about the projected impact, benefits, risks
and timing of the acquisition by Capital One of ING Direct (as defined below), which we refer to as the ING Direct acquisition in this
prospectus supplement, financial and operating results, our plans, objectives, expectations and intentions and other statements that are
not historical facts. 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.
Numerous factors could cause our actual results to differ materially from those described in 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, 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 Act and the

regulations promulgated thereunder;

· the possibility that regulatory and other approvals and conditions to the ING Direct acquisition are not received or

satisfied on a timely basis or at all;

· the possibility that modifications to the terms of the ING Direct acquisition may be required in order to obtain or satisfy

such approvals or conditions;

· changes in the anticipated timing for closing the ING Direct acquisition;

· difficulties and delays in integrating Capital One's and ING Direct's businesses or fully realizing projected cost savings

and other projected benefits of the ING Direct acquisition;

· business disruption during the pendency of or following the ING Direct acquisition;

· the inability to sustain revenue and earnings growth;

· diversion of management time on acquisition-related issues;

· reputational risks and the reaction of customers and counterparties to our acquisitions;

· changes in asset quality and credit risk as a result of the ING Direct acquisition;

· developments, changes or actions relating to any litigation matter involving us;

· 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;

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· 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 infrastructure suitable for our size and complexity;

· 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;

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

services;

· changes in the labor and employment markets;

· the risk that cost savings and any other synergies from any of our acquisitions may not be fully realized or may take longer

to realize than expected;

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

· competition from providers of products and services that compete with our businesses.
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 the 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 caption "Risk Factors" below 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, 2010 and our Current Report on Form
8-K filed on July 13, 2011, 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. Forward-looking statements speak only as of the date that they are made, and except
as required by law we undertake no obligation to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise.

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SUMMARY
The following summary should be read together with the information contained in other parts of this prospectus
supplement and the accompanying prospectus. This summary highlights selected information from this prospectus supplement
and the accompanying prospectus to help you understand the offering of 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 to invest in the
notes. You should pay special attention to the "Risk Factors" beginning on page S-8 of this prospectus supplement, and the
"Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2010 and our Current Report on Form
8-K filed on July 13, 2011, to determine whether an investment in the notes is appropriate for you. This prospectus
supplement includes forward-looking statements that involve risks and uncertainties.
Capital One
We are a diversified banking corporation whose principal subsidiaries, Capital One, N.A., and Capital One Bank (USA),
N.A., offer a broad spectrum of financial products and 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).
Recent Developments
During the past several years, we have explored opportunities to acquire financial services companies and financial assets
and enter into strategic partnerships as part of our growth strategy. For example, in June 2011, we announced the ING Direct
acquisition as described below. In addition, we acquired the credit card loan portfolios of, and entered into credit card
partnership agreements with, Kohl's Corp., Sony Corporation and Hudson's Bay Company during the past two years, and we
acquired Chevy Chase Bank in February 2009. We continue to evaluate and anticipate engaging in additional strategic
partnerships and selected acquisitions of financial institutions and other financial assets, including credit card and other loan
portfolios. We may issue common stock or debt in connection with future acquisitions, including in public offerings, to fund such
acquisitions.
Acquisition of ING Direct
On June 16, 2011, we entered into a purchase and sale agreement with ING Groep N.V., ING Bank N.V., ING Direct N.V.,
ING Direct Bancorp, collectively, the Sellers, under which we will acquire substantially all of the Sellers' ING Direct business
in the United States in exchange for $6.2 billion in cash and approximately 55.9 million shares of our common stock, subject to
certain adjustments described in the purchase and sale agreement, valued at $2.9 billion based on a share price of $52.55, the
10-day average of our common stock closing prices for the period ended July 8, 2011. We will effect the transaction through
(i) the acquisition of the equity interests of ING Bank, fsb, (ii) the acquisition of the equity interests of each of WS Realty, LLC
and ING Direct Community Development LLC and (iii) the acquisition of certain assets and the assumption of certain liabilities
of ING Direct Bancorp. References in this prospectus supplement to "ING Direct" or the "ING Direct business" are intended to
refer to the businesses and assets purchased pursuant to the purchase and sale agreement.
We expect to use the net proceeds of this offering, along with cash sourced from current liquidity and the proceeds from the
Common Stock Offering (as defined below), to fund the $6.2 billion in cash consideration payable in connection with the ING
Direct acquisition. Our board of directors and the boards of directors of the Sellers have unanimously approved the ING Direct
acquisition, which is expected to close in late 2011 or early 2012.

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At the closing of the ING Direct acquisition, we and one or more of the Sellers will enter into a shareholders agreement,
pursuant to which the Sellers will have the right to designate one nominee to serve on our Board of Directors until the earlier of
(i) the one year anniversary of the closing or (ii) the sale by the Sellers of more than 33% of the shares of our common stock
issued to them at closing. In addition, the shareholders' agreement contains a customary lock-up on the Sellers' shares, which
restricts the Sellers from transferring any shares of our common stock issued to them at closing until the later of 90 days following
the closing and 180 days following the date of this prospectus supplement. The ING Direct acquisition is subject to customary
closing conditions, including certain customary regulatory approvals, including banking approvals in both the United States and
The Netherlands. In certain circumstances set forth in the purchase and sale agreement, if the ING Direct acquisition is not
consummated or the agreement is terminated, we may be obligated to pay the Sellers a termination fee of $270 million. This
offering is not conditioned on the closing of the ING Direct acquisition, and we cannot assure you that the ING Direct acquisition
will be completed.
Common Stock Offering
On July 14, 2011, we entered into forward sale agreements with each of Barclays Capital Inc. and Morgan Stanley & Co.
LLC or their respective affiliates, which we refer to as the forward purchasers. The forward purchasers are, at our request,
borrowing from third parties and selling 40,000,000 shares of our common stock (par value $0.01 per share) in a public offering
(the "Common Stock Offering") through certain underwriters. We will not initially receive any proceeds from the sale of the
borrowed shares of our common stock. We will settle the forward sale agreements on a date or dates specified by us within
approximately seven months of July 14, 2011. We generally will settle the forward sale agreements entirely by the physical
delivery of shares of common stock for a cash purchase price unless, subject to certain conditions, we elect cash or net share
settlement for all or a portion of our obligations under the forward sale agreements. If we settle the forward sale agreements
entirely by the physical delivery of shares of our common stock based on the initial forward sale price of $48.50, we expect to
receive net proceeds, after underwriting discounts and commissions, of approximately $1,940,000,000. We also have granted the
underwriters a 30-day option to purchase up to 6,000,000 shares of our common stock from us, which, if exercised in full, will
result in net proceeds, after underwriting discounts and commissions, of approximately $291,000,000. The shares purchased
pursuant to such option will not be subject to the forward sale agreements.
Preliminary Unaudited Pro Forma Condensed Combined Financial Information
This prospectus supplement contains certain preliminary unaudited pro forma condensed combined financial information
intended to present how the combined financial statements of Capital One and ING Direct may have appeared had the businesses
actually been combined at the beginning of the periods presented. Such information is provided for illustrative purposes only and
is derived from, and should be read in conjunction with, the historical consolidated financial statements and related notes of
Capital One and ING Bank, fsb, each of which are incorporated into this document by reference. See "Preliminary Unaudited Pro
Forma Condensed Combined Financial Information."

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The Offering

Issuer:
Capital One Financial Corporation

Securities Offered:
$250,000,000 aggregate principal amount of floating rate senior notes due 2014.

$750,000,000 aggregate principal amount of 2.125% senior notes due 2014.

$750,000,000 aggregate principal amount of 3.150% senior notes due 2016.

$1,250,000,000 aggregate principal amount of 4.750% senior notes due 2021.

Maturity Date:
The floating rate notes will mature on July 15, 2014.

The 2.125% notes will mature on July 15, 2014.

The 3.150% notes will mature on July 15, 2016.

The 4.750% notes will mature on July 15, 2021.

Interest Payment Dates:
The floating rate notes will bear interest from the original issuance date at a rate
equal to the then applicable U.S. dollar LIBOR rate plus 1.15%. The rate of
interest on the floating rate notes will be reset quarterly. We will pay interest on
the floating rate notes quarterly in arrears each January 15, April 15, July 15 and
October 15. We will make the first interest payment on October 15, 2011.

The 2.125% notes will bear interest at the rate of 2.125% per year from the
original issuance date. The 3.150% notes will bear interest at the rate of
3.150% per year from the original issuance date. The 4.750% notes will bear

interest at the rate of 4.750% per year from the original issuance date. We will
pay interest on each series of fixed rate notes semi-annually in arrears each
January 15 and July 15. We will make the first interest payment on January 15,
2012.

Use of Proceeds:
We expect to use the net proceeds of this offering, along with cash sourced from
current liquidity and the proceeds from the Common Stock Offering, to fund the
$6.2 billion in cash consideration payable in connection with the ING Direct
acquisition. This offering is not conditioned on the closing of the ING Direct
acquisition and we cannot assure you that the ING Direct acquisition will be
completed.

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.

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