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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

August 10, 2011

Date of Report (Date of earliest event reported)

CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (703) 720-1000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Explanatory Note. This Amendment No. 1 is being filed in order to furnish a revised Exhibit 99.1 to the Current Report on Form 8-K filed by Capital One Financial Corporation (the “Company”), on August 10, 2011 (the “Original Form 8-K”). The investor deck filed as Exhibit 99.1 to this Amendment No. 1 includes an updated Slide 8. All other information in the Original Form 8-K remains unchanged. This Amendment No. 1 continues to speak as of the date of the Original Form 8-K.

The Company hereby furnishes the information in Exhibit 99.1 hereto.

Note: Information in this report (including the exhibit) furnished pursuant to Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD. Furthermore, the information provided in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933.

Forward-looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act giving the Company’s expectations or predictions of future financial or business performance or conditions. Such forward-looking statements include, but are not limited to, statements about the projected impact and benefits of the acquisition by the Company of the HSBC domestic credit card business, including future financial and operating results, the Company’s plans, objectives, expectations and intentions and other statements that are not historical facts. These forward-looking statements are subject to numerous assumptions, risks and uncertainties which change over time. Forward-looking statements speak only as of the date they are made, and the Company assumes no duty to update forward-looking statements.

In addition to factors previously disclosed in the Company’s filings with the U.S. Securities and Exchange Commission and those identified elsewhere in this presentation, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: the possibility that regulatory and other approvals and conditions to the transaction are not received or satisfied on a timely basis or at all; the possibility that modifications to the terms of the transaction may be required in order to obtain or satisfy such approvals or conditions; the possibility that the Company will not receive third-party consents necessary to fully realize the anticipated benefits of the transaction; the possibility that the Company may not fully realize the projected cost savings and other projected benefits of the acquisition of the HSBC domestic credit card businesses in the event that the Company’s pending acquisition of the ING Direct business does not close timely or at all; changes in the anticipated timing for closing the transaction; difficulties and delays in integrating the HSBC domestic credit card businesses or fully realizing projected cost savings and other projected benefits of the transaction; business disruption during the pendency of or following the transaction; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; diversion of management time on transaction-related issues; reputational risks and the reaction of customers and counterparties to the transaction; and changes in asset quality and credit risk as a result of the transaction.

Annualized, pro forma, projected and estimated numbers are used for illustrative purposes only, are not forecasts and may not reflect actual results.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

1 August 10, 2011 Acquisition of HSBC Domestic Card Business Acquisition of HSBC Domestic Card Business Investor Presentation Investor Presentation Exhibit  99.1

4 The HSBC domestic credit card business is attractive The HSBC domestic credit card business is attractive Profitable national-scale card business Profitable through Great Recession Strong management team Premier retail partnership franchise

5 Retail Partnerships* Co-Branded Partnerships* Bank Card The HSBC domestic credit card portfolio is comprised of The HSBC domestic credit card portfolio is comprised of three business segments three business segments • General Motors and AFL-CIO co- branded cards • 3.3MM active accounts • 21 partnerships, including Neiman Marcus, Saks Fifth Avenue and Best Buy • 13.6MM active accounts Card Portfolio Business Segments (~$30B) ($B as of 5/31/11) • Primarily MasterCard branded • 10.3MM active accounts • Includes some run-off portfolios *The transfer of certain partnerships in the HSBC domestic credit card portfolio will require the consent of the applicable partners.  To the extent that the Company does not obtain the consent of any such partner, that partner's relationship and related card balances will be excluded from the sale to the Company. Source:  HSBC financials Bank Card $9.4 Co-Branded Partnerships $7.6 Retail Partnerships $12.7

HSBC has built a premier partnership franchise HSBC has built a premier partnership franchise 6

7 Acquiring the HSBC domestic credit card business Acquiring the HSBC domestic credit card business significantly expands and enhances our Card franchise significantly expands and enhances our Card franchise $B U.S. Credit Card Outstandings Q1 2011 U.S. Private Label Retail Card Outstandings 2010 Year-End $B $68 Capital One HSBC $17 Capital One HSBC *Chase includes WaMu; B of A is US consumer card; Citi excludes Citi Holdings, Capital One is domestic card; HSBC excludes ~$13B of retail HSBC partnership outstandings; AmEx excludes charge-card, Discover includes business card. Source: Company reports, Nilson 2011, HSBC financials $21 $44 $73 $107 $129 $49 $51 $0 $20 $40 $60 $80 $100 $120 $140 $4 $4 $3 $5 $27 $30 $4 $0 $5 $10 $15 $20 $25 $30 $35

8 HSBC’s domestic credit card business remained profitable HSBC’s domestic credit card business remained profitable throughout the Great Recession throughout the Great Recession 3.2% 1.4% 1.4% 3.4% 4.9% 3.9% 5.1% 1.0% 3.0% 1.2% 0% 1% 2% 3% 4% 5% 6% 2007 2008 2009* 2010 Q1 2011# ROA 2007 – Q1 2011 Capital One HSBC Note: Data shown is post-tax. HSBC post-tax figures calculated by assuming a 35% tax rate. COF data is Domestic Card. Accounting is IFRS for HSBC. HSBC P&L includes GPCC & PLCC. Source: Company Data *HSBC Q2 09 excludes $350MM (post-tax) goodwill charge.  # Annualized 3.5% 2.4% 0.8% 1.0% 2.1% 4.5% 1.5% 0.5% 0.5% 2.7% 0% 1% 2% 3% 4% 5% 6% 2007 2008 2009* 2010 Q1 2011# ROA excluding Allowance 2007 – Q1 2011 Capital One HSBC 0% 2% 4% 6% 8% 10% 12% 14% 16% Capital One Domestic Card HSBC Total Book Monthly Charge-Off Rate

9 We expect the acquisition of HSBC’s domestic credit card We expect the acquisition of HSBC’s domestic credit card business to deliver compelling financial and strategic results business to deliver compelling financial and strategic results • High-teens GAAP and operating EPS accretion in 2013 • Return on invested capital greater than 25% in 2013 • IRR greater than 20% • ROTE improvement of ~400 basis points in 2013 • Strong EPS accretion drives 4 year earn back of expected tangible book value per share dilution • Strong capital generation Compelling Strategic Value Attractive Deal Economics • Expands and enhances card franchise • Establishes market leading partnership platform • 27MM new active accounts • Technology and capabilities significantly advance partnership franchise • Excellent fit with Capital One’s proven capabilities in credit card business • Significant financial and strategic upside • Low business execution risk Anticipated deal economics assume closing of ING Direct acquisition and are based on IBES EPS estimates pro-forma for the ING Direct acquisition