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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K


☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

OR

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-13300


CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


Delaware54-1719854
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
1680 Capital One Drive,
McLean,Virginia22102
(Address of principal executive offices)(Zip Code)

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


Securities registered pursuant to Section 12(b) of the Act:

Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock (par value $.01 per share)COFNew York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series ICOF PRINew York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series JCOF PRJNew York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series KCOF PRKNew York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series LCOF PRLNew York Stock Exchange
Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series NCOF PRNNew York Stock Exchange
0.800% Senior Notes Due 2024COF24New York Stock Exchange
1.650% Senior Notes Due 2029COF29New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of the close of business on June 30, 2021 was approximately $68.4 billion As of January 31, 2022, there were 413,661,098 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

1.Portions of the Proxy Statement for the annual meeting of stockholders to be held on May 5, 2022, are incorporated by reference into Part III.

TABLE OF CONTENTS

Page
PART I4
Item 1.Business4
Overview4
Operations and Business Segments6
Competition7
Supervision and Regulation7
Human Capital Resources17
Additional Information19
Forward-Looking Statements20
Item 1A.Risk Factors21
Item 1B.Unresolved Staff Comments39
Item 2.Properties39
Item 3.Legal Proceedings39
Item 4.Mine Safety Disclosures40
PART II41
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities41
Item 6.Selected Financial Data44
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)47
Executive Summary and Business Outlook48
Consolidated Results of Operations50
Consolidated Balance Sheets Analysis55
Off-Balance Sheet Arrangements57
Business Segment Financial Performance57
Critical Accounting Policies and Estimates67
Accounting Changes and Developments71
Capital Management72
Risk Management79
Credit Risk Profile85
Liquidity Risk Profile98
Market Risk Profile102
Supplemental Table107
Glossary and Acronyms108
Item 7A.Quantitative and Qualitative Disclosures about Market Risk115
Item 8.Financial Statements and Supplementary Data116
Consolidated Statements of Income121
Consolidated Statements of Comprehensive Income122
Consolidated Balance Sheets123
Consolidated Statements of Changes in Stockholders’ Equity124
Consolidated Statements of Cash Flows125
1Capital One Financial Corporation (COF)
Notes to Consolidated Financial Statements127
Note 1—Summary of Significant Accounting Policies127
Note 2—Investment Securities143
Note 3—Loans146
Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments158
Note 5—Variable Interest Entities and Securitizations161
Note 6—Goodwill and Other Intangible Assets165
Note 7—Premises, Equipment and Leases168
Note 8—Deposits and Borrowings170
Note 9—Derivative Instruments and Hedging Activities172
Note 10—Stockholders’ Equity181
Note 11—Regulatory and Capital Adequacy185
Note 12—Earnings Per Common Share188
Note 13—Stock-Based Compensation Plans189
Note 14—Employee Benefit Plans191
Note 15—Income Taxes193
Note 16—Fair Value Measurement197
Note 17—Business Segments and Revenue from Contracts with Customers206
Note 18—Commitments, Contingencies, Guarantees and Others211
Note 19—Capital One Financial Corporation (Parent Company Only)214
Note 20—Related Party Transactions216
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure217
Item 9A.Controls and Procedures217
Item 9B.Other Information217
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections217
PART III218
Item 10.Directors, Executive Officers and Corporate Governance218
Item 11.Executive Compensation218
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters218
Item 13.Certain Relationships and Related Transactions, and Director Independence218
Item 14.Principal Accountant Fees and Services218
PART IV219
Item 15.Exhibits and Financial Statement Schedules219
Item 16.Form 10-K Summary219
EXHIBIT INDEX220
SIGNATURES223
2Capital One Financial Corporation (COF)

INDEX OF MD&A AND SUPPLEMENTAL TABLE

MD&A Tables:Page
1Average Balances, Net Interest Income and Net Interest Margin50
2Rate/Volume Analysis of Net Interest Income52
3Non-Interest Income53
4Non-Interest Expense54
5Loans Held for Investment56
6Funding Sources Composition56
7Business Segment Results58
8Credit Card Business Results59
8Domestic Card Business Results61
9Consumer Banking Business Results63
10Commercial Banking Business Results64
11Other Category Results66
12Capital Ratios Under Basel III75
13Regulatory Risk-Based Capital Components and Regulatory Capital Metrics76
14Preferred Stock Dividends Paid Per Share78
15Portfolio Composition of Loans Held for Investment86
16Loan Maturity Schedule86
17Credit Card Portfolio by Geographic Region87
18Consumer Banking Portfolio by Geographic Region88
19Commercial Real Estate Portfolio by Region88
20Commercial Loans by Industry89
21Credit Score Distribution90
2230+ Day Delinquencies90
23Aging and Geography of 30+ Day Delinquent Loans91
2490+ Day Delinquent Loans Accruing Interest92
25Nonperforming Loans and Other Nonperforming Assets93
26Net Charge-Offs94
27Troubled Debt Restructurings95
28Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity96
29Allowance Coverage Ratios for Specified Loan Category98
30Liquidity Reserves98
31Deposits Composition and Average Deposits Interest Rates100
32Amount of Time Deposits in Excess of $250,000 by Contractual Maturity101
33Long-Term Debt Funding Activities101
34Senior Unsecured Long-Term Debt Credit Ratings102
35Interest Rate Sensitivity Analysis103
36LIBOR Exposures on Derivatives and Commercial Loans105
Supplemental Tables:
ANet Charge-Offs107
BReconciliation of Non-GAAP Measures107
3Capital One Financial Corporation (COF)

PART I

Next: Item 1. Business