Item 8.01 Other Events.

On May 11, 2020, Capital One Financial Corporation (the "Company") closed the public offering of $1,000,000,000 aggregate principal amount of its 2.600% Senior Notes due 2023 (the "2023 Notes") and $1,000,000,000 aggregate principal amount of its 3.650% Senior Notes due 2027 (the "2027 Notes" and, together with the 2023 Notes, the "Notes"), pursuant to an underwriting agreement (the "Underwriting Agreement"), dated May 6, 2020, with BofA Securities, Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Capital One Securities, Inc., as representatives of the several underwriters listed therein. The Notes were issued pursuant to a Senior Indenture dated as of November 1, 1996 (the "Indenture") between the Company 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. The Notes have been registered under the Securities Act of 1933, as amended, by a registration statement on Form S-3 (File No. 333-223608).

The foregoing description of the Underwriting Agreement, Notes, the Indenture and other documents relating to this transaction does not purport to be complete and is qualified in its entirety by reference to the full text of these securities and documents, forms or copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits


 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement dated May 6, 2020

    4.1            Senior Indenture dated as of November 1, 1996 between Capital One
                 Financial Corporation 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 trustee
                 (incorporated by reference to Exhibit 4.1 of the Company's Report on
                 Form 8-K, filed on November 13, 1996)

    4.2            Form of 2.600% Senior Note due 2023

    4.3            Form of 3.650% Senior Note due 2027

    5.1            Opinion of Gibson, Dunn & Crutcher LLP

   23.1            Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1)


   104           The cover page from this Current Report on Form 8-K, formatted in
                 Inline XBRL

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