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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________
FORM 8-K
____________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

March 17, 2020
Date of Report (Date of earliest event reported)
____________________________________
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
____________________________________
Delaware
001-13300
54-1719854
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1680 Capital One Drive,
 
 
McLean,
Virginia
 
22102
(Address of principal executive offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (703720-1000
(Not applicable)
(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):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)
COF
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series F
COF PRF
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G
COF PRG
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H
COF PRH
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I
COF PRI
New York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J
COF PRJ
New York Stock Exchange
0.800% Senior Notes Due 2024
COF24
New York Stock Exchange
1.650% Senior Notes Due 2029
COF29
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 







Item 8.01
Other Events.

On March 17, 2020, Capital One Financial Corporation announced that it suspended its share buyback program on March 13, 2020 in response to the COVID-19 pandemic.

The press release announcing the temporary suspension is attached as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
Exhibit No.
 
Description
99.1
 
104
 
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL


1






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.

 
CAPITAL ONE FINANCIAL CORPORATION
 
 
Date: March 17, 2020
By:
/s/ R. Scott Blackley
 
 
R. Scott Blackley

 
 
Chief Financial Officer
    

2
Exhibit


Exhibit 99.1

 https://cdn.kscope.io/6fd1486014e0cb62d41ea63df31138fb-cofa06.jpg
 
Contacts:

Investor Relations
Jeff Norris
703.720.2455
Danielle Dietz
703.720.2455
Media Releations
Sie Soheili
703.720.3929
Media Release


Tatiana Stead
703.720.2352

For Immediate Release: March 17, 2020


Capital One Halts Share Buyback Program

 
McLean, Va., March 17, 2020 - Capital One Financial Corporation (NYSE: COF) announced today that it suspended its share buyback program on March 13, 2020 in response to the COVID-19 pandemic. Capital One is committed to maintaining strong capital and liquidity to meet the needs of its customers and communities during this exceptional period of economic uncertainty.  The suspension of share buybacks will not impact dividend payments to shareholders and Capital One has the ability to reinstate the buyback program as circumstances warrant.


About Capital One 
Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N.A., had $262.7 billion in deposits and $390.4 billion in total assets as of December 31, 2019. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has branches located primarily in New York, Louisiana, Texas, Maryland, Virginia, New Jersey and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index. Visit the Capital One newsroom for more Capital One news.
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