Capital One Financial Corporationtoday announced an underwritten public offering of$2.0 billionof its common stock, which will be subject to the forward sale agreements described below. Barclays Capital, Morgan Stanley, BofA Merrill Lynch and J.P. Morgan are acting as book-running managers for the offering. Capital One intends to use the net proceeds of the offering to fund a portion of its previously announced acquisition of ING Direct. Capital One also intends to grant the underwriters a 30-day option to purchase an additional$300.0 millionof common stock from Capital One to cover any over-allotments.

In connection with the offering of its common stock, Capital One expects to enter into forward sale agreements with Barclays Capital and Morgan Stanley, whom we refer to as the forward purchasers. The forward purchasers or their affiliates will borrow and sell to the public through the underwriters shares of Capital One's common stock. The settlement of the forward sale agreements is expected to occur no later than approximately seven months following the date of the common stock offering. Capital One expects to settle the forward sale agreements entirely by the physical delivery of shares of its common stock unless, subject to certain conditions, it elects cash or net share settlement for all or a portion of its obligations under the forward sale agreements. Any shares purchased pursuant to the underwriters' option to purchase additional shares will not be subject to the forward sale agreements.