Filed Pursuant to Rule 433
Dated April 26, 2018
Registration No. 333-223608
CAPITAL ONE FINANCIAL CORPORATION
$2,000,000,000
$1,250,000,000 3.450% SENIOR NOTES DUE 2021
$750,000,000 4.250% SENIOR NOTES DUE 2025
Summary of Terms for Issuance
| Issuer: | Capital One Financial Corporation | |
| Trade Date: | April 26, 2018 | |
| Settlement Date: | April 30, 2018 (T+2) | |
| Ranking: | Senior Unsecured | |
| Expected Security Ratings:* | Baa1 / BBB / A- (Moody’s / S&P / Fitch) | |
$1,250,000,000 3.450% SENIOR NOTES DUE 2021
| Security: | 3.450% Senior Notes due 2021 | |
| Principal Amount: | US$1,250,000,000 | |
| Net Proceeds to Issuer (before expenses): | US$1,245,775,000 | |
| Maturity Date: | April 30, 2021 | |
| Coupon: | 3.450% per annum | |
| Treasury Benchmark: | 2.375% Notes due April 15, 2021 | |
| Treasury Benchmark Yield: | 2.631% | |
| Spread to Treasury Benchmark: | 85 bps | |
| Re-offer Yield: | 3.481% | |
| Price to Public: | 99.912% of principal amount | |
| Interest Payment Dates: | Semi-annually in arrears on April 30 and October 30 of each year, commencing on October 30, 2018 to, and including, the Maturity Date | |
| Day Count/Business Day Convention: | 30/360; Following, unadjusted | |
| Optional Redemption: | The Issuer has 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 on or after March 30, 2021 (which is the date that is one month prior to the maturity date of the notes) | |
| CUSIP/ISIN: | 14040H BY0 / US14040HBY09 | |
$750,000,000 4.250% SENIOR NOTES DUE 2025
| Security: | 4.250% Senior Notes due 2025 | |
| Principal Amount: | US$750,000,000 | |
| Net Proceeds to Issuer (before expenses): | US$746,955,000 | |
| Maturity Date: | April 30, 2025 | |
| Coupon: | 4.250% per annum | |
| Treasury Benchmark: | 2.625% Notes due March 31, 2025 | |
| Treasury Benchmark Yield: | 2.951% | |
| Spread to Treasury Benchmark: | 130 bps | |
| Re-offer Yield: | 4.251% | |
| Price to Public: | 99.994% of principal amount | |
| Interest Payment Dates: | Semi-annually in arrears on April 30 and October 30 of each year, commencing on October 30, 2018 to, and including, the Maturity Date | |
| Day Count/Business Day Convention: | 30/360; Following, unadjusted | |
| Optional Redemption: | The Issuer has 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 on or after March 30, 2025 (which is the date that is one month prior to the maturity date of the notes) | |
| CUSIP/ISIN: | 14040H BZ7 / US14040HBZ73 | |
OTHER INFORMATION
| Joint Book-Running Managers: | J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Incorporated Morgan Stanley & Co. LLC RBC Capital Markets, LLC Capital One Securities, Inc. | |
| Co-Managers: | CastleOak Securities, L.P. Samuel A. Ramirez & Company, Inc. Mischler Financial Group, Inc. Blaylock Van, LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
Capital One Financial Corporation has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents filed with the SEC and incorporated by reference in such documents for more complete information about Capital One Financial Corporation and this offering. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, you may obtain a copy of these documents by contacting J.P. Morgan Securities LLC at 1-212-834-4533, Merrill Lynch, Pierce, Fenner & Smith Incorporated at 1-800-294-1322, Morgan Stanley & Co. LLC, at 1-866-718-1649, RBC Capital Markets, LLC at 1-866-375-6829, or Capital One Securities, Inc., at 1-800-666-9174, Attn: Compliance.
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