Capital One Bank (USA), National Association
(a National Banking Association organized under the laws of the United States)

Capital One, National Association
(a National Banking Association organized under the laws of the United States)

Offer to Purchase for Cash Any and All of the Outstanding Securities Listed Below

CUSIP Number	Title of Security	Applicable Par Call Date*	Aggregate Principal Amount Outstanding
14042E3Y4	2.950% Senior Notes due 2021	June 23, 2021	$1,250,000,000
14042RBT7	2.250% Senior Notes due 2021	August 13, 2021	$1,000,000,000
14042TCS4	2.014% Fixed-to-Floating Rate Senior Notes due 2023†	January 27, 2022	$1,250,000,000
14042RFJ5	Floating Rate Senior Notes due 2023	January 30, 2022	$500,000,000
14042RHB0	Floating Rate Notes due 2022	July 8, 2022	$300,000,000
14042RHC8	2.650% Senior Notes due 2022	July 8, 2022	$1,000,000,000
14042RNW7	2.150% Senior Notes due 2022	August 6, 2022	$1,500,000,000
14042TCT2	2.280% Fixed-to-Floating Rate Senior Notes due 2026†	January 28, 2025	$750,000,000