Capital One Financial (COF) 10-K risk factor changes: FY2022 vs FY2021

Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our [removed: common stock.][added: securities.]

- [removed: Financial] [added: Fluctuations in] market [removed: instability and] [added: interest rates or] volatility [added: in the capital markets] could adversely affect our business.

- We may experience [removed: increased delinquencies,] [added: increases or fluctuations in delinquencies and] credit losses, inaccurate estimates and inadequate reserves.

- We may not be able to maintain adequate capital or liquidity [removed: levels,] [added: levels or may become subject to revised capital or liquidity requirements,] which could have a negative impact on our financial results and our ability to return capital to our stockholders.

[removed: - A] [added: *•*A] cyber-attack or other security incident, including one that results in the theft, [removed: loss] [added: loss, manipulation] or misuse of information (including personal information), or the disabling of systems and access to information critical to business operations, may result in increased costs, reductions in revenue, reputational damage, legal exposure and business disruptions.

[removed: - Fluctuations] [added: Fluctuations] in market interest rates or volatility in the capital markets could adversely affect our [removed: income and expense, the value of assets and obligations, our regulatory capital, cost of capital or liquidity.][added: business.]

- The transition away from London Interbank Offered Rate [removed: (“LIBOR”)] may adversely affect our business.

- Our business could be negatively affected if we are unable to attract, retain and motivate [added: key senior leaders and] skilled employees.

- We face risks from [removed: unpredictable] catastrophic events.

- Climate change manifesting as physical or transition risks could adversely affect our [removed: operations, businesses] [added: businesses, operations] and customers.

[added: Should these ongoing effects of the pandemic continue for] an extended period or worsen, our purchase volume, loan balances and the overall demand for our products and services may be significantly impacted, which could adversely affect our [removed: revenue] [added: financial condition] and other results of operations.

We may take further actions as required by government authorities or that we otherwise determine are in the best interests of our customers, [removed: employees] [added: associates] and business partners.

[removed: The extent to which the] [added: Long-term] consequences of the COVID-19 pandemic [removed: affect] [added: on] our [removed: businesses,] [added: business,] results of operations and financial condition, as well as our [removed: regulatory] capital and liquidity ratios and our ability to take capital actions, will depend on future developments that remain uncertain, including, for example, [removed: the rate of distribution and administration of vaccines globally, the severity and duration of any resurgence of COVID-19 variants,] future actions taken by governmental authorities, central banks and other third parties in response to the [removed: pandemic,] [added: pandemic] and the effects on our customers, counterparties, [removed: employees] [added: associates] and third-party service providers.

Some of the risks we face in connection with adverse changes and instability in the macroeconomic [removed: environment, including] [added: environment and] changes in consumer confidence levels and behavior, include the following:

- Changes in payment patterns, increases [added: or fluctuations] in delinquencies and default rates, decreased consumer spending, inflation, [added: fluctuation in interest rates,] lower demand for credit and shifts in consumer [removed: payment behavior towards avoiding late fees, finance charges] [added: behavior, including deposits] and [removed: other fees;][added: payments;]

- Decreased reliability of the process and [removed: models] [added: models, including those] we use to estimate our allowance for [removed: loan and lease] [added: credit] losses, particularly if unexpected variations in key inputs and assumptions cause actual losses to diverge from the projections of our models and our estimates become increasingly subject to management’s judgment.

The U.K. and the [removed: European Union] [added: EU] agreed to a free trade deal at the end of 2020 relating to the U.K.’s exit from the [removed: European Union.][added: EU.]

Although this deal [removed: provides] [added: has provided] greater near-term stability, there is still some degree of uncertainty as to the relationship between the U.K and the [removed: European Union,] [added: EU,] which may increase volatility in the regional and global financial markets.

Our ability to borrow from other financial institutions or to engage in funding transactions on favorable terms or at all could be adversely affected by [removed: disruptions] [added: disruptions, uncertainty or volatility] in the capital markets or other events, including [removed: actions by] [added: changing credit] rating [removed: agencies and deteriorating investor expectations.][added: agency requirements.]

We may experience [removed: increased delinquencies,] [added: increases or fluctuations in delinquencies and] credit losses, inaccurate estimates and inadequate reserves.

Our ability to manage credit risk also is affected by legal or regulatory changes (such as restrictions on collections, bankruptcy laws, minimum payment regulations and [removed: re-age guidance), competitors’ actions and consumer behavior, and depends on the effectiveness of our collections staff, techniques and models.]

Rising losses or leading indicators of rising losses (such as higher delinquencies, [added: charge-offs,] higher rates of nonperforming loans, higher bankruptcy rates, lower collateral values, elevated unemployment rates or changing market terms) may require us to increase our allowance for credit losses, which would decrease our profitability if we are unable to raise revenue or reduce costs to compensate for higher losses.

Historically, customers are more likely to miss payments during an economic [removed: downturn] [added: downturn, recession, periods of high unemployment,] or prolonged periods of slow economic growth.

In addition, we face the risk that consumer and commercial customer behavior may change (for example, an increase in the unwillingness or inability of customers to repay debt, which may be heightened by increasing interest rates or levels of consumer debt), causing a long-term rise [added: or fluctuations] in delinquencies and charge-offs.

Because we originate a relatively greater proportion of consumer loans in our loan portfolio compared to other large bank peers and originate both prime and subprime credit card accounts and auto loans, we may experience higher delinquencies and a greater number of accounts charging [removed: off] [added: off, as well as greater fluctuations in those metrics,] compared to other large bank peers, which could result in increased credit losses, operating costs and regulatory scrutiny.

The [removed: continued] impact of [removed: CECL] [added: measuring our allowance for credit losses] on our results will depend on the characteristics of our financial instruments, economic conditions, and our economic and loss forecasts.

The application of the CECL standard [removed: requires] [added: may require] us to increase reserves faster and to a higher level in an economic downturn, resulting in greater [added: adverse] impact to our results and our capital ratios than we would have experienced in similar circumstances prior to the adoption of CECL.

- *Geographic and Industry Concentration:* Although our consumer lending is geographically diversified, approximately [removed: 45%] [added: 40%] of our commercial real estate loan portfolio is concentrated in the Northeast region.

An economic downturn or prolonged period of slow economic growth in, or a catastrophic event [added: or natural disaster] that disproportionately [removed: affects, including as a result of climate change,] [added: affects] the Northeast region could have a material adverse effect on the performance of our commercial real estate loan portfolio and our results of operations.

We may not be able to maintain adequate capital or liquidity [removed: levels,] [added: levels or may become subject to revised capital or liquidity requirements,] which could have a negative impact on our financial results and our ability to return capital to our stockholders.

Failure to maintain adequate capital or liquidity levels, whether due to adverse developments in our business or the economy or to changes in the applicable requirements, could subject us to a variety of [removed: remedies available to] [added: restrictions and/or remedial actions imposed by] our regulators.

We consider various factors in the management of capital, including the impact of both internal and supervisory stress scenarios on our capital levels as determined by [removed: both] our internal modeling and the Federal Reserve’s [removed: modeling] [added: estimation] of [removed: our capital position] [added: losses] in supervisory stress [removed: tests.][added: scenarios that are used to annually set our stress capital buffer requirement.]

There can be significant differences between our modeling and the Federal Reserve’s projections for a given supervisory stress scenario and between the capital needs suggested by our internal stress scenarios [removed: relative to] [added: and] the supervisory scenarios.

See “Part [removed: I—Item 1.][added: II—Item 7.]

Regulatory liquidity stress testing and regulatory liquidity requirements may, therefore, require us to take actions to increase our liquid assets or alter our activities or funding sources, which could negatively affect our financial results or our [removed: ability to return capital to our stockholders.]

[removed: Further] [added: In addition,] changes to applicable capital and liquidity requirements could result in [added: increased expenses or] unexpected or new limitations on our ability to pay dividends and engage in share repurchases.

We are a separate and distinct legal entity from our subsidiaries, including the [removed: Banks] [added: Bank] and our broker-dealer subsidiaries.

There are various federal law limitations on the extent to which the [removed: Banks] [added: Bank] can finance or otherwise supply funds to us through dividends and loans.

These limitations include minimum regulatory capital requirements, federal banking law requirements concerning the payment of dividends out of net profits or surplus, [added: and] Sections 23A and 23B of the Federal Reserve Act and Regulation W governing transactions between an insured depository institution and its affiliates, as well as general federal regulatory oversight to prevent unsafe or unsound practices.

Business—Supervision and Regulation” for additional [removed: information regarding dividend limitations applicable to us and the Banks.][added: information.]

The following discussion sets forth what management currently believes could be the material risks and uncertainties that could impact our businesses, results of operations and financial condition.

The following is a summary of the Risk Factors disclosure in this Item 1A.

- Monetary policies and actions taken by the Federal Reserve and other central banks or governmental authorities;

- Economic deterioration due to escalation of military hostilities or other geopolitical instabilities;

- Recent changes in usage of commercial real estate, which may have a sustained negative impact on utilization rates and values;

In addition, the global economy, including economic conditions in the U.K., has been negatively impacted by the war between Russia and Ukraine.

Continued escalation of geopolitical tensions related to the war, including increased trade barriers or restrictions on global trade, could further deteriorate international economic conditions.

We continue to consider and monitor the potential impacts of the relationship between the U.K. and EU, as well as the war between Russia and Ukraine.

We rely on access to the capital markets to fund our operations and to grow our business.

Additionally, changes in interest rates could adversely affect the results of our operations and financial condition.

In response to inflationary pressures, the Federal Reserve has reversed its policy of maintaining the low benchmark federal funds interest rate over the last several years.

In March 2022, the Federal Reserve began increasing the benchmark federal funds interest rate and has signaled its intention to continue to raise interest rates in an effort to tame

inflation.

Thus, the amount of interest that we pay on certain borrowings has increased and could increase further.

Although the global economy has begun to recover from the COVID-19 pandemic, certain adverse consequences of the pandemic, including labor shortages, disruptions of global supply chains and inflationary pressures, continue to impact the macroeconomic environment and could adversely affect our business.

In the third quarter of 2022, we moved our associates to a hybrid work model.

As a result we may experience increased costs and/or disruption as we experiment with hybrid work models, in addition to potential effects on our ability to operate effectively and maintain our corporate culture.

re-age guidance), competitors’ actions and consumer behavior, and depends on the effectiveness of our collections staff, techniques and models.

See “*We face risks resulting from the extensive use of models and data.*”

We measure our allowance for credit losses under the CECL standard, which is based on management’s best estimate of expected lifetime credit losses.

ability to return capital to our stockholders.

These capital distributions may be limited by law, regulation or supervisory policy.

The frequency and size of any future dividends to our stockholders and stock repurchases will depend upon regulatory limitations imposed by the Federal Banking Agencies and the SEC and our results of operations, financial condition, capital levels, cash requirements, future prospects, regulatory review and other factors as further described in “Part I—Item 1.

In addition, the increasing use of near real-time money movement solutions, among other risks, increases the complexity of preventing, detecting and recovering fraudulent transactions.

The financial services industry, including Capital One, is particularly at risk because of the use of and reliance on digital banking products and other digital services, including mobile banking products, such as mobile payments, and other internet- and cloud-based products and applications, and the development of additional remote connectivity solutions, which increase cybersecurity risks and exposure.

Consumer acceptance and use of such digital banking products and services has substantially increased since the onset of the COVID pandemic.

Any of these parties may also attempt to fraudulently induce

On August 31, 2022, the OCC terminated its consent order.

However, due to

Moreover, the U.S. Congress is currently considering various proposals for more comprehensive privacy, data protection and data security legislation, to which we may be subject if passed.

The enactment of CIRCIA, once rulemaking is complete, will require, among other things, certain companies to report significant cyber incidents to the CISA within 72 hours from the time the company reasonably believes the incident occurred, and a proposed rule by the SEC, if enacted, would mandate public disclosure of material cybersecurity incidents within four business days of determining that such an incident has occurred.

The enactment of more restrictive laws or regulations, or future

Business—Supervision and Regulation.”

On August 31, 2022, the OCC terminated its consent order.

Financial Statements and Supplementary Data—Note 18—Commitments, Contingencies, Guarantees and Others.”

customer service, products, innovation and experience.

If our marketing campaigns are unsuccessful, it may adversely impact our ability to attract new customers and grow market share.

See “Part II—Item 8.

Merchants also continue to lobby Congress aggressively for restrictions on interchange fees and their efforts may be successful.

We engage in merger and acquisition activity and enter into strategic partnerships from time to time.

This section highlights significant factors, events, and uncertainties that make an investment in our securities risky.

Below is a summary of the principal factors that make an investment in our securities risky.

Although the global economy has begun to recover from the COVID-19 pandemic and many health and safety restrictions have been lifted and vaccine distribution has increased, certain adverse consequences of the pandemic, especially as a result of the emergence of the Omicron variant in late 2021, continue to impact the macroeconomic environment and may persist for some time.

Such adverse consequences include labor shortages and disruptions of global supply chains.

The growth in economic activity and demand for goods and services, alongside labor shortages and supply chain complications, has also contributed to rising inflationary pressures and could adversely affect our business.

Should these ongoing effects of the pandemic continue for

Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business and results of operations, which could be material, as a result of the macroeconomic impact and any recession that has occurred or may occur in the future.

The COVID-19 pandemic caused us to modify our business practices and operations, including providing a range of forbearance options to our customers in certain circumstances.

We may need to further modify our practices and operations as the pandemic remains dynamic and the emergence of variants resistant to existing vaccines remains uncertain.

We also implemented work-from-home policies for a vast majority of our employees, and social distancing plans for our employees who are working from Capital One facilities.

Nearly all of our Cafés and bank branches across our network are open with increased safety precautions.

In addition, these measures and other changes in consumer behavior as a result of the COVID-19 pandemic may require changes to retail distribution strategies and adversely impact our investments in our bank premises and equipment and other retail distribution assets, leading to increased costs and exposure to additional risks.

Since the inception of the COVID-19 pandemic, federal, state, local and foreign governmental authorities enacted regulations and protocols in response to the COVID-19 pandemic, including governmental programs intended to provide economic relief to businesses and individuals.

We participated in certain of these programs, including participating as an eligible lender in the Small Business Administration’s Paycheck Protection Program.

Our participation in and execution of any such programs may cause operational, compliance, reputational and credit risks, which could result in litigation, governmental action or other forms of loss.

The extent of these impacts, which may be substantial, depends, in part, on the degree of our participation in these programs.

There remains significant uncertainty regarding the measures that authorities will enact in the future and the ultimate impact of the legislation, regulations and protocols that have been and will be enacted.

Moreover, we expect that the effects of the COVID-19 pandemic will heighten many of the other known risks described herein.

See “Part I—Item 1.—Business—Overview—Coronavirus Disease 2019 (COVID-19) Pandemic”.

We continue to consider and monitor the potential impacts, and other factors that could also impact U.K. economic performance.

Financial market instability and volatility could adversely affect our business.

In addition, fluctuations in interest rates, credit spreads and other market factors could negatively impact our results of operations.

Both shorter-term and longer-term interest rates remain below long-term historical averages and the yield curve has been relatively flat compared to past periods.

A flat yield curve combined with low interest rates generally leads to lower revenue and reduced margins because it can decrease the spread between asset yields and funding costs.

Sustained periods of time with a flat yield curve coupled with low interest rates, or an inversion of the yield curve, could have a material adverse effect on our net interest margin and earnings.

Effective as of January 1, 2020, we adopted the CECL standard which is based on expected lifetime losses rather than incurred losses.

Adoption of the CECL standard has resulted and may continue to result in an increase to our reserves for credit losses on financial instruments with a resulting adverse impact on our financial condition.

In response to economic uncertainty due to the COVID-19 pandemic, the Federal Reserve required certain large BHCs, including us, to suspend share repurchases and cap common stock dividends and subsequently extended the restrictions into the first half of 2021 with certain modifications to permit resumptions of share repurchases.

Although these temporary restrictions on our capital actions ended on June 30, 2021, it is possible that the Federal Reserve could impose similar restrictions in the future.

fraud by employees or persons outside of our company, whether through attacks on Capital One directly or on our customers.

third parties with which we do business.

suffer material losses in the future.

At the state level, the CCPA went into effect on January 1, 2020 and covers certain companies that process personal information of California residents.

The CCPA was recently amended by the CPRA, which will become effective in most material respects on January 1, 2023.

In 2016, some of the largest merchants individually negotiated lower interchange rates with MasterCard and/or Visa.

We have engaged in merger and acquisition activity and entered into strategic partnerships over the past several years.

Fluctuations in market interest rates or volatility in the capital markets could adversely affect our income and expense, the value of assets and obligations, our regulatory capital, cost of capital or liquidity.

Disruptions, uncertainty or volatility across the capital markets could negatively impact market liquidity, limit our access to the funding and capital required to operate and grow our business and adversely affect our results of operations and financial condition.

In addition, changes in interest rates or in valuations in the debt or equity markets could directly impact us.

The interest rates that we pay on the securities we have issued are also influenced by, among other things, applicable credit ratings from recognized rating agencies.

[removed: Please review] [added: See] “Part [removed: I—Item 1.][added: II—Item 8.]

[removed: Business—Forward-Looking] [added: Please review “Part I—Item 1.Business—Forward-Looking] Statements” for more information on the forward-looking statements in this [removed: 2021 Annual Report on Form 10-K (“this Report”).][added: Report.]

All statements that address operating performance, events or developments that we expect or anticipate will occur in the [removed: future, including those relating to operating results and the Cybersecurity Incident described in “Note 18—Commitments, Contingencies, Guarantees and Others” as well as the potential impacts of the COVID-19 pandemic described in “Part I—Item 1.—Business—Overview—Coronavirus Disease 2019 (COVID-19) Pandemic”] [added: future] are forward-looking statements.

Unless otherwise specified, references to notes to our consolidated financial statements refer to the notes to our consolidated financial statements as of December 31, [removed: 2021] [added: 2022] included in this Report.*

MD&A is provided as a supplement to, and should be read in conjunction with, our audited consolidated financial statements as of and for the year ended December 31, [removed: 2021] [added: 2022] and accompanying notes.

| • Executive Summary [removed: and Business Outlook] | | | | | | • Capital Management | | |

| EXECUTIVE [removed: SUMMARY AND BUSINESS OUTLOOK] [added: SUMMARY] | | |

[removed: We] [added: In comparison, we] reported net income of $12.4 billion ($26.94 per diluted common share) on total net revenue of $30.4 billion for [removed: 2021.][added: 2021 and net income of $2.7 billion ($5.18 per diluted common share) on total net revenue of $28.5 billion for 2020.]

[removed: In comparison, we] [added: We] reported net income of [removed: $2.7 billion ($5.18 per diluted common share) on total net revenue of $28.5 billion for 2020 and net income of $5.5] [added: $7.4] billion [removed: ($11.05] [added: ($17.91] per diluted common share) on total net revenue of [removed: $28.6] [added: $34.3] billion for [removed: 2019.][added: 2022.]

Our common equity Tier 1 capital ratio as calculated under the Basel III [removed: Standardized Approach] [added: standardized approach] was [removed: 13.1%] [added: 12.5%] and [removed: 13.7%] [added: 13.1%] as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

See [removed: “MD&A—Capital] [added: “Capital] Management” for additional information.

[removed: On] [added: In] January [removed: 25, 2021,] [added: 2022,] our Board of Directors authorized the repurchase of up to [removed: $7.5] [added: $5.0] billion of shares of our common stock.

[removed: On] [added: In] January [removed: 21,] 2022, our Board of Directors authorized the repurchase of up to $5.0 billion of shares of our common stock.

Below are additional highlights of our performance in [removed: 2021.][added: 2022.]

These highlights are based on a comparison between the results of [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] except as otherwise noted.

The changes in our financial condition and credit performance are generally based on our financial condition and credit performance as of December 31, [removed: 2021] [added: 2022] compared to December 31, [removed: 2020.][added: 2021.]

We provide a more detailed discussion of our financial performance in the sections following this “Executive [removed: Summary and Business Outlook.”][added: Summary.”]

Discussions of our performance [removed: in 2019 and comparisons between] [added: for 2021 compared to] 2020 [removed: and 2019] can be found in “Part II—Item 7.

[removed: Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)”] [added: MD&A”] of our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2020.][added: 2021.]

Our net income [removed: increased] [added: decreased] by [removed: $9.7] [added: $5.0] billion to [removed: $12.4] [added: $7.4] billion in [removed: 2021] [added: 2022] compared to [removed: 2020] [added: 2021] primarily driven by:

[removed: ◦higher] [added: ◦Higher] net interest income [added: and net interest margin] primarily driven by [removed: lower interest rates paid on interest-bearing deposits and] higher average [removed: outstanding] [added: loan] balances in our [removed: auto] [added: credit card] loan [removed: portfolio;][added: portfolio relative to the movement of other interest-earning assets.]

[removed: ◦higher] [added: ◦Higher] non-interest income primarily driven by higher net interchange fees due to an increase in purchase [removed: volume, partially offset by the absence of a gain on our equity investment in Snowflake Inc.; and][added: volume.]

[removed: These drivers were partially offset by higher] [added: ◦Higher] non-interest [removed: expense,] [added: expense] primarily driven by increased marketing [removed: spend.][added: spend, as well as continued investment in technology.]

[removed: *•Loans] [added: *Loans] Held for [removed: Investment*:][added: Investment:*]

[removed: ◦Period-end] [added: - Period-end] loans held for investment increased by [removed: $25.7] [added: $2.3] billion to [removed: $277.3] [added: $79.9] billion as of December 31, [removed: 2021] [added: 2022] from December 31, [removed: 2020] [added: 2021 and average loans held for investment increased by $6.6 billion to $80.4 billion in 2022 compared to 2021] primarily driven by growth in our [removed: auto, commercial and credit card] [added: auto] loan [removed: portfolios.][added: portfolio.]

[removed: *•Net Charge-Off and Delinquency Metrics:* Our] [added: *•*The] net charge-off rate [removed: decreased] [added: increased] by [removed: 118] [added: 69] basis points to [removed: 0.88%] [added: 1.06%] in [removed: 2021] [added: 2022] compared to [removed: 2020,] [added: 2021 primarily] driven by [removed: strong] [added: continued] credit [removed: performance] [added: normalization] in our [removed: credit card] [added: auto] loan portfolio.

[removed: Our] [added: - The] 30+ day delinquency rate [removed: decreased] [added: increased] by [removed: 20] [added: 152] basis points to [removed: 2.41%] [added: 6.18%] as of December 31, [removed: 2021] [added: 2022] from December 31, [removed: 2020] [added: 2021] primarily driven by [removed: higher ending loan balances and strong] [added: continued] credit [removed: performance] [added: normalization] in our auto [removed: and credit card] loan [removed: portfolios.][added: portfolio.]

[removed: Business” and] [added: See] “Part II—Item [removed: 7.][added: 8.]

The section below provides a comparative discussion of our consolidated financial performance for [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

We provide a discussion of our business segment results in the following section, [removed: “MD&A—Business] [added: “Business] Segment Financial Performance.” This section should be read together with our [removed: “MD&A—Executive Summary and Business Outlook,”] [added: “Executive Summary,”] where we discuss trends and other factors that we expect will affect our future results of operations.

Generally, we include in interest income any past due [removed: fees] [added: fees, net of reversals,] on loans that we deem collectible.

Table 1 below presents the average outstanding balance, interest income earned, interest expense incurred and average yield for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] for each major category of our interest-earning assets and interest-bearing liabilities.

| | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| *(Dollars in millions)* | | | | | | Average Balance | | | | | | Interest Income/ Expense | | | | | | Average [removed: Yield/ Rate] [added: Yield/ Rate(1)] | | | | | | Average Balance | | | | | | Interest Income/ Expense | | | | | | Average [removed: Yield/ Rate] [added: Yield/ Rate(1)] | | | | | | Average Balance | | | | | | Interest Income/ Expense | | | | | | Average [removed: Yield/ Rate] [added: Yield/ Rate(1)] | | |

| [removed: Loans:(1)] [added: Loans:(2)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Credit card | | | | | | $ | [removed: 106,016] [added: 121,055] | | | | | $ | [removed: 15,474] [added: 19,626] | | | | | [removed: 14.60] [added: 16.21] | | % | | | | $ | [removed: 110,634] [added: 106,016] | | | | | $ | [removed: 15,575] [added: 15,474] | | | | | [removed: 14.08] [added: 14.60] | | % | | | | $ | [removed: 114,256] [added: 110,634] | | | | | $ | [removed: 17,688] [added: 15,575] | | | | | [removed: 15.48] [added: 14.08] | | % |

| Consumer banking | | | | | | [removed: 73,874] [added: 80,511] | | | | | | [removed: 5,804] [added: 5,782] | | | | | | [removed: 7.86] [added: 7.18] | | | | | | [removed: 66,299] [added: 73,874] | | | | | | [removed: 5,551] [added: 5,804] | | | | | | [removed: 8.37] [added: 7.86] | | | | | | [removed: 60,708] [added: 66,299] | | | | | | [removed: 5,082] [added: 5,551] | | | | | | 8.37 | | |

| Commercial [removed: banking(2)] [added: banking(3)] | | | | | | [removed: 77,438] [added: 92,273] | | | | | | [removed: 2,119] [added: 3,702] | | | | | | [removed: 2.74] [added: 4.01] | | | | | | [removed: 77,968] [added: 77,438] | | | | | | [removed: 2,438] [added: 2,119] | | | | | | [removed: 3.13] [added: 2.74] | | | | | | [removed: 73,572] [added: 77,968] | | | | | | [removed: 3,306] [added: 2,438] | | | | | | [removed: 4.49] [added: 3.13] | | |

| [removed: Other(3)] [added: Other(4)] | | | | | | — | | | | | | [removed: 866] [added: (200)] | | | | | | | | | | | | — | | | | | | [removed: 510] [added: 866] | | | | | | | | | | | | [removed: 16] [added: —] | | | | | | [removed: (214)] [added: 510] | | | | | | | | |

| Total loans, including loans held for sale | | | | | | [removed: 257,328] [added: 293,839] | | | | | | [removed: 24,263] [added: 28,910] | | | | | | [removed: 9.43] [added: 9.84] | | | | | | [removed: 254,901] [added: 257,328] | | | | | | [removed: 24,074] [added: 24,263] | | | | | | [removed: 9.44] [added: 9.43] | | | | | | [removed: 248,552] [added: 254,901] | | | | | | [removed: 25,862] [added: 24,074] | | | | | | [removed: 10.41] [added: 9.44] | | |

Selected Financial Data

The following table presents selected consolidated financial data and performance metrics for the three-year period ended December 31, 2022, 2021 and 2020.

We also provide selected key metrics we use in evaluating our performance, including certain metrics that are computed using non-GAAP measures.

We consider these metrics to be key financial measures that management uses in assessing our operating performance, capital adequacy and the level of returns generated.

We believe these non-GAAP metrics provide useful insight to investors and users of our financial information as they provide an alternate measurement of our performance and assist in assessing our capital adequacy and the level of return generated.

These non-GAAP measures should not be viewed as a substitute for reported results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP measures that may be presented by other companies.

Three-Year Summary of Selected Financial Data

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *(Dollars in millions, except per share data and as noted)* | | | | | | | | | | | | | | | | | | | | | | | | 2022 | | | | | | 2021 | | | | | | 2020 | | | | | | | | | | | | | | | | | | 2022 vs. 2021 | | | | | | 2021 vs. 2020 | | |

| Income statement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | | | | | | | | | | | | | | | | | | | | | | $ | 31,237 | | | | | $ | 25,769 | | | | | $ | 26,033 | | | | | | | | | | | | | | | | | 21% | | | | | | (1)% | | |

| Interest expense | | | | | | | | | | | | | | | | | | | | | | | | 4,123 | | | | | | 1,598 | | | | | | 3,120 | | | | | | | | | | | | | | | | | | 158 | | | | | | (49) | | |

| Net interest income | | | | | | | | | | | | | | | | | | | | | | | | $ | 27,114 | | | | | $ | 24,171 | | | | | $ | 22,913 | | | | | | | | | | | | | | | | | 12 | | | | | | 5 | | |

| Non-interest income | | | | | | | | | | | | | | | | | | | | | | | | 7,136 | | | | | | 6,264 | | | | | | 5,610 | | | | | | | | | | | | | | | | | | 14 | | | | | | 12 | | |

| Total net revenue | | | | | | | | | | | | | | | | | | | | | | | | 34,250 | | | | | | 30,435 | | | | | | 28,523 | | | | | | | | | | | | | | | | | | 13 | | | | | | 7 | | |

| Provision (benefit) for credit losses | | | | | | | | | | | | | | | | | | | | | | | | 5,847 | | | | | | (1,944) | | | | | | 10,264 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Non-interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating expense | | | | | | | | | | | | | | | | | | | | | | | | 15,146 | | | | | | 13,699 | | | | | | 13,446 | | | | | | | | | | | | | | | | | | 11 | | | | | | 2 | | |

| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | | | | | | | 9,240 | | | | | | 15,809 | | | | | | 3,203 | | | | | | | | | | | | | | | | | | (42) | | | | | | | | |

| Income tax provision | | | | | | | | | | | | | | | | | | | | | | | | 1,880 | | | | | | 3,415 | | | | | | 486 | | | | | | | | | | | | | | | | | | (45) | | | | | | | | |

| Income from continuing operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | 7,360 | | | | | | 12,394 | | | | | | 2,717 | | | | | | | | | | | | | | | | | | (41) | | | | | | | | |

| Income (loss) from discontinued operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (4) | | | | | | (3) | | | | | | | | | | | | | | | | | | | | | | | | 33 | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 7,360 | | | | | | 12,390 | | | | | | 2,714 | | | | | | | | | | | | | | | | | | (41) | | | | | | | | |

| Dividends and undistributed earnings allocated to participating securities | | | | | | | | | | | | | | | | | | | | | | | | (88) | | | | | | (105) | | | | | | (20) | | | | | | | | | | | | | | | | | | (16) | | | | | | | | |

| Preferred stock dividends | | | | | | | | | | | | | | | | | | | | | | | | (228) | | | | | | (274) | | | | | | (280) | | | | | | | | | | | | | | | | | | (17) | | | | | | (2) | | |

| Issuance cost for redeemed preferred stock | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (46) | | | | | | (39) | | | | | | | | | | | | | | | | | | | | | | | | 18 | | |

| Net income available to common stockholders | | | | | | | | | | | | | | | | | | | | | | | | $ | 7,044 | | | | | $ | 11,965 | | | | | $ | 2,375 | | | | | | | | | | | | | | | | | (41) | | | | | | | | |

| Common share statistics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | 17.98 | | | | | $ | 27.05 | | | | | $ | 5.20 | | | | | | | | | | | | | | | | | (34)% | | | | | | | | |

| Income (loss) from discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (0.01) | | | | | | (0.01) | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Net income per basic common share | | | | | | | | | | | | | | | | | | | | | | | | $ | 17.98 | | | | | $ | 27.04 | | | | | $ | 5.19 | | | | | | | | | | | | | | | | | (34) | | | | | | | | |

| Diluted earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | 17.91 | | | | | $ | 26.95 | | | | | $ | 5.19 | | | | | | | | | | | | | | | | | (34)% | | | | | | | | |

| Income (loss) from discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | (0.01) | | | | | | (0.01) | | | | | | | | | | | | | | | | | | | | | | | | — | | |

| Net income per diluted common share | | | | | | | | | | | | | | | | | | | | | | | | $ | 17.91 | | | | | $ | 26.94 | | | | | $ | 5.18 | | | | | | | | | | | | | | | | | (34) | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Common shares outstanding (period-end, in millions) | | | | | | | | | | | | | | | | | | | | | | | | 381.3 | | | | | | 413.9 | | | | | | 459.0 | | | | | | | | | | | | | | | | | | (8) | | | | | | (10)% | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

We repurchased approximately $2.6 billion of shares of our common stock during the fourth quarter of 2021 to complete this authorization.

◦lower provision resulting from allowance releases in 2021 due to strong credit performance and an improved economic outlook, compared to allowance builds in 2020 driven by expectations of economic worsening at the start of the COVID-19 pandemic.

*◦*Average loans held for investment decreased by $605 million to $252.7 billion in 2021 compared to 2020 primarily driven by lower outstanding balances in Credit Card due to higher customer payments and the transfer of a $2.6 billion international card partnership portfolio to held for sale in the second quarter of 2021, partially offset by higher purchase volume in our credit card loan portfolio as well as growth in our auto loan portfolio.

- *Allowance for Credit Losses:* Our allowance for credit losses decreased by $4.1 billion to $11.4 billion, and our allowance coverage ratio decreased by 207 basis points to 4.12% as of December 31, 2021 from December 31, 2020, primarily driven by strong credit performance and an improved economic outlook.

Business Outlook

We discuss in this Report our expectations as of the time this Report was filed regarding our total company performance and the performance of our business segments based on market conditions, the regulatory environment and our business strategies.

The statements contained in this Report are based on our current expectations regarding our outlook for our financial results and business strategies.

Our expectations take into account, and should be read in conjunction with, our expectations regarding economic trends and analysis of our business as discussed in “Part I—Item 1.

MD&A” in this Report.

Certain statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

Actual results could differ materially from those in our forward-looking statements.

Except as otherwise disclosed, forward-looking statements do not reflect:

- any change in current dividend or repurchase strategies;

- the effect of any acquisitions, divestitures or similar transactions that have not been previously disclosed; or

- any changes in laws, regulations or regulatory interpretations, in each case after the date as of which such statements are made.

The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, and financial condition will depend on future developments that are still uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic.

Business—Forward-Looking Statements” in this Report for more information on the forward-looking statements and “Part I—Item 1A.

Risk Factors” in this Report for factors that could materially influence our results.

Total Company Expectations

- We will continue to invest in marketing to grow our businesses and build our franchise.

- We expect the rising cost of technology talent, on top of the company’s continued growth investments, will put pressure on our operating efficiency ratio in the near term.

- We believe that we will be able to drive operating efficiency improvement in the longer term powered by growth and digital productivity gains.

__________

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net securities gains (losses) | | | | | | | | | | | | | | | | | | 2 | | | | | | 25 | | | | | | 26 | | | | | |

| Other | | | | | | | | | | | | | | | | | | 438 | | | | | | 375 | | | | | | 360 | | | | | |

Our provision for credit losses decreased by $12.2 billion to $(1.9) billion in 2021 compared to 2020 as a result of allowance releases in 2021 due to strong credit performance and an improved economic outlook, compared to allowance builds in 2020 driven by expectations of economic worsening at the start of the COVID-19 pandemic.

| Fraud losses | | | | | | | | | | | | | | | | | | 166 | | | | | | 261 | | | | | | 383 | | |

| Other | | | | | | | | | | | | | | | | | | 819 | | | | | | 1,085 | | | | | | 939 | | |

Our effective income tax rate in 2021 increased compared to 2020 primarily driven by the impact of changes in pre-tax income and the relationship of our tax credits in proportion to our pre-tax earnings partially offset by lower non-deductible expenses.

| Total | | | | | | $ | 277,340 | | | | | $ | 11,430 | | | | | $ | 265,910 | | | | | $ | 251,624 | | | | | $ | 15,564 | | | | | $ | 236,060 | |

Total deposits increased by $5.5 billion to $311.0 billion as of December 31, 2021 from December 31, 2020 primarily driven by increased consumer savings, as well as commercial clients holding elevated levels of liquidity, partially offset by maturities of brokered deposits.

Other debt remained substantially flat at $28.1 billion as of December 31, 2021.

We provide additional information regarding these types of activities in “Note 5—Variable Interest Entities and Securitizations” and “Note 18—Commitments, Contingencies, Guarantees and Others.”

We regularly assess the assumptions, methodologies and

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

- *Provision for Credit Losses:* Provision for credit losses decreased by $8.2 billion to a benefit of $902 million in 2021 resulting from allowance releases in 2021 due to strong credit performance and an improved economic outlook, compared to allowance builds in 2020 driven by expectations of economic worsening at the start of the COVID-19 pandemic.

For a discussion of the quantitative and qualitative disclosures about market risk, see [removed: “MD&A—Market Risk Profile.”][added: “Part II—Item 7.]

| [removed: [Item](#ib5c730c4e382479aa22ee84ca68af6bb_328) [8](#ib5c730c4e382479aa22ee84ca68af6bb_328)[.](#ib5c730c4e382479aa22ee84ca68af6bb_328) [Financial] [added: [Item 8. Financial] Statements and Supplementary [removed: Data](#ib5c730c4e382479aa22ee84ca68af6bb_328)] [added: Data](#ia820611622d9441b977884dac00e0ebd_328)] | | | | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#ib5c730c4e382479aa22ee84ca68af6bb_331)] [added: Reporting](#ia820611622d9441b977884dac00e0ebd_331)] | | | [removed: [117](#ib5c730c4e382479aa22ee84ca68af6bb_331)] [added: [113](#ia820611622d9441b977884dac00e0ebd_331)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#ib5c730c4e382479aa22ee84ca68af6bb_334)] [added: Reporting](#ia820611622d9441b977884dac00e0ebd_334)] (PCAOB ID 42) | | | [removed: [118](#ib5c730c4e382479aa22ee84ca68af6bb_334)] [added: [114](#ia820611622d9441b977884dac00e0ebd_334)] | | |

| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#ib5c730c4e382479aa22ee84ca68af6bb_337)] [added: Statements](#ia820611622d9441b977884dac00e0ebd_337)] (PCAOB ID 42) | | | [removed: [119](#ib5c730c4e382479aa22ee84ca68af6bb_337)] [added: [115](#ia820611622d9441b977884dac00e0ebd_337)] | | |

| [Consolidated Financial [removed: Statements](#ib5c730c4e382479aa22ee84ca68af6bb_340)] [added: Statements](#ia820611622d9441b977884dac00e0ebd_340)] | | | [removed: [121](#ib5c730c4e382479aa22ee84ca68af6bb_340)] [added: [117](#ia820611622d9441b977884dac00e0ebd_340)] | | |

| [Consolidated Statements of [removed: Income](#ib5c730c4e382479aa22ee84ca68af6bb_343)] [added: Income](#ia820611622d9441b977884dac00e0ebd_343)] | | | [removed: [121](#ib5c730c4e382479aa22ee84ca68af6bb_343)] [added: [117](#ia820611622d9441b977884dac00e0ebd_343)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#ib5c730c4e382479aa22ee84ca68af6bb_346)] [added: Income](#ia820611622d9441b977884dac00e0ebd_346)] | | | [removed: [122](#ib5c730c4e382479aa22ee84ca68af6bb_346)] [added: [118](#ia820611622d9441b977884dac00e0ebd_346)] | | |

| [Consolidated Balance [removed: Sheets](#ib5c730c4e382479aa22ee84ca68af6bb_349)] [added: Sheets](#ia820611622d9441b977884dac00e0ebd_349)] | | | [removed: [123](#ib5c730c4e382479aa22ee84ca68af6bb_349)] [added: [119](#ia820611622d9441b977884dac00e0ebd_349)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ib5c730c4e382479aa22ee84ca68af6bb_352)] [added: Equity](#ia820611622d9441b977884dac00e0ebd_352)] | | | [removed: [124](#ib5c730c4e382479aa22ee84ca68af6bb_352)] [added: [120](#ia820611622d9441b977884dac00e0ebd_352)] | | |

| [Consolidated Statements of Cash [removed: Flows](#ib5c730c4e382479aa22ee84ca68af6bb_355)] [added: Flows](#ia820611622d9441b977884dac00e0ebd_355)] | | | [removed: [125](#ib5c730c4e382479aa22ee84ca68af6bb_355)] [added: [121](#ia820611622d9441b977884dac00e0ebd_355)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib5c730c4e382479aa22ee84ca68af6bb_358)] [added: Statements](#ia820611622d9441b977884dac00e0ebd_361)] | | | [removed: [127](#ib5c730c4e382479aa22ee84ca68af6bb_358)] [added: [123](#ia820611622d9441b977884dac00e0ebd_361)] | | |

| [Note 1—Summary of Significant Accounting [removed: Policies](#ib5c730c4e382479aa22ee84ca68af6bb_358)] [added: Policies](#ia820611622d9441b977884dac00e0ebd_361)] | | | [removed: [127](#ib5c730c4e382479aa22ee84ca68af6bb_358)] [added: [123](#ia820611622d9441b977884dac00e0ebd_361)] | | |

| [Note 2—Investment [removed: Securities](#ib5c730c4e382479aa22ee84ca68af6bb_364)] [added: Securities](#ia820611622d9441b977884dac00e0ebd_364)] | | | [removed: [143](#ib5c730c4e382479aa22ee84ca68af6bb_364)] [added: [138](#ia820611622d9441b977884dac00e0ebd_364)] | | |

| [Note [removed: 3—Loans](#ib5c730c4e382479aa22ee84ca68af6bb_367)] [added: 3—Loans](#ia820611622d9441b977884dac00e0ebd_367)] | | | [removed: [146](#ib5c730c4e382479aa22ee84ca68af6bb_367)] [added: [141](#ia820611622d9441b977884dac00e0ebd_367)] | | |

| [Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending [removed: Commitments](#ib5c730c4e382479aa22ee84ca68af6bb_391)] [added: Commitments](#ia820611622d9441b977884dac00e0ebd_391)] | | | [removed: [158](#ib5c730c4e382479aa22ee84ca68af6bb_391)] [added: [151](#ia820611622d9441b977884dac00e0ebd_391)] | | |

| [Note 5—Variable Interest Entities and [removed: Securitizations](#ib5c730c4e382479aa22ee84ca68af6bb_394)] [added: Securitizations](#ia820611622d9441b977884dac00e0ebd_394)] | | | [removed: [161](#ib5c730c4e382479aa22ee84ca68af6bb_394)] [added: [154](#ia820611622d9441b977884dac00e0ebd_394)] | | |

| [Note 6—Goodwill [removed: and](#ib5c730c4e382479aa22ee84ca68af6bb_397) [Other](#ib5c730c4e382479aa22ee84ca68af6bb_397) [Intangible Assets](#ib5c730c4e382479aa22ee84ca68af6bb_397)] [added: and Other Intangible Assets](#ia820611622d9441b977884dac00e0ebd_397)] | | | [removed: [165](#ib5c730c4e382479aa22ee84ca68af6bb_397)] [added: [158](#ia820611622d9441b977884dac00e0ebd_397)] | | |

| [Note 7—Premises, Equipment and [removed: Lease](#ib5c730c4e382479aa22ee84ca68af6bb_400)s] [added: Lease](#ia820611622d9441b977884dac00e0ebd_400)s] | | | [removed: [168](#ib5c730c4e382479aa22ee84ca68af6bb_400)] [added: [161](#ia820611622d9441b977884dac00e0ebd_400)] | | |

| [removed: [Note](#ib5c730c4e382479aa22ee84ca68af6bb_403) [8](#ib5c730c4e382479aa22ee84ca68af6bb_403)[—Deposits] [added: [Note](#ia820611622d9441b977884dac00e0ebd_403) [8](#ia820611622d9441b977884dac00e0ebd_403)[—Deposits] and [removed: Borrowings](#ib5c730c4e382479aa22ee84ca68af6bb_403)] [added: Borrowings](#ia820611622d9441b977884dac00e0ebd_403)] | | | [removed: [170](#ib5c730c4e382479aa22ee84ca68af6bb_403)] [added: [163](#ia820611622d9441b977884dac00e0ebd_403)] | | |

| [removed: [Note](#ib5c730c4e382479aa22ee84ca68af6bb_406) [9](#ib5c730c4e382479aa22ee84ca68af6bb_406)[—Derivative] [added: [Note](#ia820611622d9441b977884dac00e0ebd_406) [9](#ia820611622d9441b977884dac00e0ebd_406)[—Derivative] Instruments and Hedging [removed: Activities](#ib5c730c4e382479aa22ee84ca68af6bb_406)] [added: Activities](#ia820611622d9441b977884dac00e0ebd_406)] | | | [removed: [172](#ib5c730c4e382479aa22ee84ca68af6bb_406)] [added: [165](#ia820611622d9441b977884dac00e0ebd_406)] | | |

| [removed: [Note](#ib5c730c4e382479aa22ee84ca68af6bb_409) [10](#ib5c730c4e382479aa22ee84ca68af6bb_409)[—Stockholders’ Equity](#ib5c730c4e382479aa22ee84ca68af6bb_409)] [added: [Note](#ia820611622d9441b977884dac00e0ebd_409) [10](#ia820611622d9441b977884dac00e0ebd_409)[—Stockholders’ Equity](#ia820611622d9441b977884dac00e0ebd_409)] | | | [removed: [181](#ib5c730c4e382479aa22ee84ca68af6bb_409)] [added: [174](#ia820611622d9441b977884dac00e0ebd_409)] | | |

| [Note 11—Regulatory and Capital [removed: Adequacy](#ib5c730c4e382479aa22ee84ca68af6bb_415)] [added: Adequacy](#ia820611622d9441b977884dac00e0ebd_412)] | | | [removed: [185](#ib5c730c4e382479aa22ee84ca68af6bb_415)] [added: [177](#ia820611622d9441b977884dac00e0ebd_412)] | | |

| [Note [removed: 1](#ib5c730c4e382479aa22ee84ca68af6bb_418)[2](#ib5c730c4e382479aa22ee84ca68af6bb_418)[—Earnings] [added: 1](#ia820611622d9441b977884dac00e0ebd_415)[2](#ia820611622d9441b977884dac00e0ebd_415)[—Earnings] Per Common [removed: Share](#ib5c730c4e382479aa22ee84ca68af6bb_418)] [added: Share](#ia820611622d9441b977884dac00e0ebd_415)] | | | [removed: [188](#ib5c730c4e382479aa22ee84ca68af6bb_418)] [added: [179](#ia820611622d9441b977884dac00e0ebd_415)] | | |

| [Note 13—Stock-Based Compensation [removed: Plans](#ib5c730c4e382479aa22ee84ca68af6bb_421)] [added: Plans](#ia820611622d9441b977884dac00e0ebd_418)] | | | [removed: [189](#ib5c730c4e382479aa22ee84ca68af6bb_421)] [added: [180](#ia820611622d9441b977884dac00e0ebd_418)] | | |

| [Note 14—Employee Benefit [removed: Plans](#ib5c730c4e382479aa22ee84ca68af6bb_424)] [added: Plans](#ia820611622d9441b977884dac00e0ebd_421)] | | | [removed: [191](#ib5c730c4e382479aa22ee84ca68af6bb_424)] [added: [182](#ia820611622d9441b977884dac00e0ebd_421)] | | |

| [Note 15—Income [removed: Taxes](#ib5c730c4e382479aa22ee84ca68af6bb_427)] [added: Taxes](#ia820611622d9441b977884dac00e0ebd_427)] | | | [removed: [193](#ib5c730c4e382479aa22ee84ca68af6bb_427)] [added: [184](#ia820611622d9441b977884dac00e0ebd_427)] | | |

| [Note [removed: 1](#ib5c730c4e382479aa22ee84ca68af6bb_430)[6](#ib5c730c4e382479aa22ee84ca68af6bb_430)[—Fair] [added: 1](#ia820611622d9441b977884dac00e0ebd_424)[6](#ia820611622d9441b977884dac00e0ebd_424)[—Fair] Value [removed: Measurement](#ib5c730c4e382479aa22ee84ca68af6bb_430)] [added: Measurement](#ia820611622d9441b977884dac00e0ebd_424)] | | | [removed: [197](#ib5c730c4e382479aa22ee84ca68af6bb_430)] [added: [188](#ia820611622d9441b977884dac00e0ebd_424)] | | |

| [Note [removed: 1](#ib5c730c4e382479aa22ee84ca68af6bb_433)[7](#ib5c730c4e382479aa22ee84ca68af6bb_433)[—Business] [added: 1](#ia820611622d9441b977884dac00e0ebd_430)[7](#ia820611622d9441b977884dac00e0ebd_430)[—Business] Segments and Revenue from Contracts with [removed: Customers](#ib5c730c4e382479aa22ee84ca68af6bb_433)] [added: Customers](#ia820611622d9441b977884dac00e0ebd_430)] | | | [removed: [206](#ib5c730c4e382479aa22ee84ca68af6bb_433)] [added: [197](#ia820611622d9441b977884dac00e0ebd_430)] | | |

| [Note [removed: 1](#ib5c730c4e382479aa22ee84ca68af6bb_436)[8](#ib5c730c4e382479aa22ee84ca68af6bb_436)[—Commitments,] [added: 1](#ia820611622d9441b977884dac00e0ebd_433)[8](#ia820611622d9441b977884dac00e0ebd_433)[—Commitments,] Contingencies, Guarantees and [removed: Others](#ib5c730c4e382479aa22ee84ca68af6bb_436)] [added: Others](#ia820611622d9441b977884dac00e0ebd_433)] | | | [removed: [211](#ib5c730c4e382479aa22ee84ca68af6bb_436)] [added: [201](#ia820611622d9441b977884dac00e0ebd_433)] | | |

| [Note 19—Capital One Financial Corporation (Parent Company [removed: Only)](#ib5c730c4e382479aa22ee84ca68af6bb_439)] [added: Only)](#ia820611622d9441b977884dac00e0ebd_436)] | | | [removed: [214](#ib5c730c4e382479aa22ee84ca68af6bb_439)] [added: [204](#ia820611622d9441b977884dac00e0ebd_436)] | | |

| [Note 20—Related Party [removed: Transactions](#ib5c730c4e382479aa22ee84ca68af6bb_442)] [added: Transactions](#ia820611622d9441b977884dac00e0ebd_439)] | | | [removed: [216](#ib5c730c4e382479aa22ee84ca68af6bb_442)] [added: [206](#ia820611622d9441b977884dac00e0ebd_439)] | | |

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the framework in “2013 Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), commonly referred to as the “2013 Framework.”

Based on this assessment, management concluded that, as of December 31, [removed: 2021,] [added: 2022,] the Company’s internal control over financial reporting was effective based on the criteria established by COSO in the 2013 Framework.

Additionally, based upon management’s assessment, the Company determined that there were no material weaknesses in its internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their accompanying report, which expresses an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

We have audited Capital One Financial Corporation’s internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Capital One Financial Corporation (the “Company”) maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Capital One Financial Corporation as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes and our report dated February [removed: 25, 2022] [added: 24, 2023] expressed an unqualified opinion thereon.

We have audited the accompanying consolidated balance sheets of Capital One Financial Corporation (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] and the related notes (collectively referred to as the “consolidated financial statements”).

MD&A—Market Risk Profile.”

| February 24, 2023 | | |

| February 24, 2023 | | |

| February 24, 2023 | | |

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| Other | | | | | | | | | | | | | | | | | | 905 | | | | | | 826 | | | | | | 1,350 | | | | | |

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| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 7,360 | | | | | | (10,290) | | | | | | | | | | | | (2,930) | | |

| Dividends—common stock(1) | | | | | | | | | | | | | | | | | | 33,511 | | | | | | 0 | | | | | | 4 | | | | | | (954) | | | | | | | | | | | | | | | | | | (950) | | |

| Purchases of treasury stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,948) | | | | | | (4,948) | | |

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| Balance as of December 31, 2022 | | | | | | 4,975,000 | | | | | | $ | 0 | | | | | 690,334,422 | | | | | | $ | 7 | | | | | $ | 34,725 | | | | | $ | 57,184 | | | | | $ | (9,916) | | | | | $ | (29,418) | | | | | $ | 52,582 | |

As of December 31, 2022, Capital One Financial Corporation’s principal operating subsidiary was Capital One, National Association (“CONA”).

On October 1, 2022, the Company completed the merger of Capital One Bank (USA), National Association (“COBNA”), with and into CONA, with CONA as the surviving entity (the “Bank Merger”).

interest receivable on our consolidated balance sheets.

and economic data.

One partnership agreement met the definition of a collaborative arrangement as of December 31, 2021 and 2020.

This agreement was amended in the first quarter of 2022.

2020, respectively, for amounts earned by the partner during the years this agreement met the definition of a collaborative arrangement.

| Fair Value Hedging ASU No. 2022-01, Derivatives and Hedging (Topic 815): *Fair Value Hedging - Portfolio Layering Method* *Issued March 2022* | | | | | | The amendments in this ASU establish the portfolio-layer method which provides flexibility to achieve fair value hedge accounting for multiple hedged layers within a single closed portfolio of financial assets. | | | | | | We adopted this guidance in the second quarter of 2022 using the prospective method of adoption. Our adoption of this standard did not have an impact on our consolidated financial statements as any designation of portfolio layer method hedges would be applied prospectively. | | |

| Agency | | | | | | 71,212 | | | | | | 0 | | | | | | 53 | | | | | | (9,413) | | | | | | 61,852 | | |

| Total RMBS | | | | | | 71,865 | | | | | | (3) | | | | | | 146 | | | | | | (9,419) | | | | | | 62,589 | | |

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| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| February 25, 2022 | | |

| Net changes in securities held to maturity | | | | | | | | | | | | | | | | | | 0 | | | | | | 0 | | | | | | 26 | | |

| Balance as of December 31, 2018 | | | | | | 4,475,000 | | | | | | $ | 0 | | | | | 667,969,069 | | | | | | $ | 7 | | | | | $ | 32,040 | | | | | $ | 35,875 | | | | | $ | (1,263) | | | | | $ | (14,991) | | | | | $ | 51,668 | |

| Comprehensive income | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 5,546 | | | | | | 1,531 | | | | | | | | | | | | 7,077 | | |

| Effects from transfer of securities held to maturity to available for sale | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 888 | | | | | | | | | | | | 888 | | |

| Dividends—common stock(1) | | | | | | | | | | | | | | | | | | 49,963 | | | | | | 0 | | | | | | 4 | | | | | | (757) | | | | | | | | | | | | | | | | | | (753) | | |

| Issuances of preferred stock | | | | | | 2,100,000 | | | | | | 0 | | | | | | | | | | | | | | | | | | 2,052 | | | | | | | | | | | | | | | | | | | | | | | | 2,052 | | |

| Redemptions of preferred stock | | | | | | (2,100,000) | | | | | | 0 | | | | | | | | | | | | | | | | | | (2,054) | | | | | | (46) | | | | | | | | | | | | | | | | | | (2,100) | | |

__________

| Other (including (gains) and losses from equity investments) | | | | | | 46 | | | | | | (520) | | | | | | 0 | | |

| Securities held to maturity: | | | | | | | | | | | | | | | | | | | | |

| Purchases | | | | | | 0 | | | | | | 0 | | | | | | (396) | | |

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2021, our principal subsidiaries included:

- Capital One Bank (USA), National Association (“COBNA”), which offers credit card products along with other lending products and consumer services; and

- Capital One, National Association (“CONA”), which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients.

COEP has authority, among other things, to provide credit card loans.

Certain prior period amounts have been reclassified to conform to the current period presentation.

determinable fair value (for which a measurement alternative is applied).

Significant Accounting Policies Impacted by our Adoption of the CECL Standard

In the first quarter of 2020, we adopted the ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL standard”) and updated the significant accounting policies described under the “Investments Securities” and “Loans” sections below.

In periods prior to 2020, the allowance for loan and lease losses represented management’s estimate of incurred loan and lease losses as fully described in “Note 1—Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.

These indicators could include a sustained, significant decline in the

The customer rewards reserve, which is included in other liabilities on our consolidated balance sheets, totaled $6.2 billion and $5.4 billion as of December 31, 2021 and 2020, respectively.

Finance charges and fees on credit card loans are not recorded after the account is charged off.

We currently have one partnership agreement that meets the definition of a collaborative agreement.

We report net derivatives in a gain position, or derivative assets, on our consolidated balance sheets as a component of other assets.

We report net derivatives in a loss position, or derivative liabilities, on our consolidated balance sheets as a component of other liabilities.

The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments.

This hierarchy is based on whether the inputs to the valuation techniques used to measure fair value are observable or unobservable.

Fair value measurement of a financial asset or liability is assigned to a level based on the lowest level of any input that is significant to the fair value measurement in its entirety.

The three levels of the fair value hierarchy are described below:

| Level 1: | | | | | | Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities. | | |

| Level 2: | | | | | | Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. | | |

| Level 3: | | | | | | Valuation is generated from techniques that use significant assumptions not observable in the market. Valuation techniques include pricing models, discounted cash flow methodologies or similar techniques. | | |

The accounting guidance for fair value requires that we maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value.

The accounting guidance also provides for the irrevocable option to elect, on a contract-by-contract basis, to measure certain financial assets and liabilities at fair value at inception of the contract and record any subsequent changes to fair value in the consolidated statements of income.

| Income Tax Accounting Simplification ASU No. 2019-12, Income Taxes (Topic 740): *Simplifying the Accounting for Income Taxes* *Issued December 2019* | | | | | | Simplifies various aspects of the guidance on accounting for income taxes. | | | | | | We adopted this guidance in the first quarter of 2021 using the modified retrospective and prospective methods of adoption. Our adoption of this standard did not have a material impact on our consolidated financial statements. | | |

[removed: The Company is hereafter collectively referred to as “we,” “us” or “our.” COBNA and CONA are collectively referred to as the “Banks.”] References to “this Report” or our [removed: “2021] [added: “2022] Form 10-K” or [removed: “2021] [added: “2022] Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2021.][added: 2022.]

All references to [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] refer to our fiscal years ended, or the dates, as the context requires, December 31, [removed: 2021,] [added: 2022,] December 31, [removed: 2020] [added: 2021] and December 31, [removed: 2019,] [added: 2020,] respectively.

We were the third largest issuer of Visa® (“Visa”) and MasterCard® (“MasterCard”) credit cards in the U.S. based on the outstanding balance of credit card loans as of December 31, [removed: 2021.][added: 2022.]

In addition to credit cards, we also offer debit cards, bank lending, treasury management and depository services, auto loans and other consumer lending products in markets across the U.S. As one of the nation’s largest banks based on deposits as of December 31, [removed: 2021,] [added: 2022,] we service banking customer accounts through digital [removed: channels, as well as through] [added: channels and our network of] branch locations, [removed: Cafés,] [added: cafés,] call centers and automated teller machines (“ATMs”).

We also offer products and services outside of the U.S. principally through Capital One (Europe) plc (“COEP”), an indirect subsidiary of [removed: COBNA] [added: CONA] organized and located in the United Kingdom (“U.K.”), and through a branch of [removed: COBNA] [added: CONA] in Canada.

Both COEP and our Canadian branch of [removed: COBNA] [added: CONA] have the authority to provide credit card loans.

For more information [added: on foreign regulatory activity concerning interchange fees, please] see “Part [removed: I—Item] [added: I一Item] 1A.

We intend to disclose [added: any] future amendments [removed: to] [added: to, or waivers from,] our Code of Conduct on the website following the date of [removed: the amendment.][added: any such amendment or waiver.]

[added: The] Other category also includes unallocated corporate expenses that do not directly support the operations of the business segments or for which the business segments are not considered financially accountable in evaluating their performance, such as certain restructuring charges, as well as residual tax expense or benefit to arrive at the consolidated effective tax rate that is not assessed to our primary business segments.

- *Credit Card:* Consists of our domestic consumer and small business card lending, and international card businesses in [removed: Canada and] the United [removed: Kingdom.][added: Kingdom and Canada.]

In our Credit Card business, we [added: generally] experience fluctuations in purchase volume and the level of outstanding loan receivables [removed: due to] [added: from] seasonal variances in consumer spending and payment patterns which, for example, have historically been the highest around the winter holiday season.

[removed: Management’s Discussion and Analysis of] Financial [removed: Condition and Results of Operations (“MD&A”)—Executive Summary and Business Outlook,” “MD&A—Business Segment Financial Performance”] [added: Statements] and [removed: “Note] [added: Supplementary Data—Note] 17—Business Segments and Revenue from Contracts with Customers” of this Report.

In general, customers are attracted to credit card issuers largely on the basis of price, credit limit, reward [removed: programs] [added: programs, customer experience] and other product features.

The regulatory framework applicable to banking organizations is intended primarily for the protection of depositors and the stability of the U.S. financial system, rather than for the protection of [removed: shareholders] [added: stockholders] and creditors.

In addition to banking laws and regulations, we are subject to various other laws and regulations, all of which directly or indirectly affect our [removed: operations and] [added: operations,] management and [removed: our] ability to make distributions to [removed: shareholders.][added: stockholders.]

Both the scope of the laws and regulations and the intensity of the supervision to which we are subject have increased, initially in response to the [added: 2007-2008] financial crisis, and more recently in light of other factors such as technological, political and market changes.

In addition, [removed: a] [added: an] FHC is permitted to engage in activities considered to be financial in nature (including, for example, securities underwriting and dealing and merchant banking activities), incidental to financial activities or, if the Federal Reserve determines that they pose no risk to the safety or soundness of depository institutions or the financial system in general, activities complementary to financial activities.

The [removed: Banks are] [added: Bank is a] national [removed: associations] [added: association] chartered under the National Bank Act, [removed: and] the deposits of which are insured by the [removed: Deposit Insurance Fund (“DIF”) of the] Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits.

The [removed: Banks are] [added: Bank is] subject to comprehensive regulation and periodic examination by the Office of the Comptroller of the Currency (“OCC”), the FDIC and the Consumer Financial Protection Bureau (“CFPB”).

The business activities of the Company and the [removed: Banks] [added: Bank] are also subject to regulation and supervision under various laws and regulations.

The activities of the [removed: Banks] [added: Bank] as [added: a] consumer [removed: lenders] [added: lender] are subject to regulation under various federal laws, including, for example, the Truth in Lending Act (“TILA”), the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the CRA, the [removed: Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), the] Servicemembers Civil Relief Act and the Military Lending Act, as well as under various state laws.

TILA, as amended, [added: and together with its implementing rule, Regulation Z,] imposes a number of restrictions on credit card practices impacting rates and fees, requires that a consumer’s ability to pay be taken into account before issuing credit or increasing credit limits, and imposes revised disclosures required for open-end credit.

Federal bankruptcy and state debtor relief and collection laws may also affect the ability of a bank, including the [removed: Banks,] [added: Bank,] to collect outstanding balances owed by borrowers.

Debit [added: Card] Interchange [removed: Fees][added: Fees and Transaction Processing]

Privacy, Data Protection and [removed: Cybersecurity][added: Data Security]

We are subject to a variety of continuously evolving and developing laws and regulations [removed: in the United States and abroad] regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer, [removed: security,] [added: security] and other processing of personal information.

[removed: In addition, significant] [added: Significant] uncertainty exists as [added: federal and state] privacy, data protection and data security laws may be interpreted and applied differently [removed: from country to country or state to state] and may create inconsistent or conflicting requirements.

[removed: For example, in] [added: At] the [removed: United States] [added: federal level,] we are subject to the [removed: Gramm-Leach Bliley] [added: Gramm-Leach-Bliley] Act (“GLBA”), among other laws and [removed: regulations, at the federal level, and in Canada we are subject to the Personal Information Protection and Electronic Documents Act (“PIPEDA”).][added: regulations.]

In addition, [added: subject to certain limited exceptions,] the European Union (“EU”) General Data Protection Regulation [removed: (“GDPR”)] applies EU data protection laws to companies [removed: that process] [added: controlling or processing personal] data of EU [removed: residents, and we also are subject to the U.K. General Data Protection Regulation (“U.K. GDPR”).][added: residents.]

[removed: The CCPA] [added: At the state level, we are subject to a number of laws] and [removed: its implementing] regulations, [added: such] as [added: the California Consumer Privacy Act and its implementing regulations (as] amended by the California Privacy Rights [removed: Act (“CPRA”) (which will take effect in most material respects on January 1, 2023), create] [added: Act, the “CPRA”), which creates] obligations on covered companies to, among other things, share certain information they have collected about [removed: individuals who are] California residents with those individuals, subject to [removed: some] [added: certain] exceptions.

Many other states [removed: have] also [added: have] enacted or are [removed: considering enactment] [added: in the process] of [added: enacting] state-level privacy, data protection and/or data security laws and regulations, with which we may be required to comply.

Risk Factors” under the headings “*We face risks related to our operational, technological and organizational infrastructure*,” “*A cyber-attack or other security incident, including one that results in the theft, [removed: loss] [added: loss, manipulation] or misuse of information (including personal information), or the disabling of systems and access to information critical to business operations, may result in increased costs, reductions in revenue, reputational damage, legal exposure and business [removed: disruptions*,”] [added: disruptions*.”] and “*Our required compliance with applicable laws and regulations related to privacy, data protection and data security may increase our costs, reduce our revenue, increase our legal exposure and limit our ability to pursue business [removed: opportunities*.”][added: opportunities.*”]

The Anti-Money Laundering Act of 2020 (“AML Act”), enacted [removed: on January 1, 2021] as part of the National Defense Authorization Act, [removed: does not directly impose new requirements on banks, but] requires the U.S. Treasury Department to issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities, which it did in June 2021, and to conduct studies and issue regulations that [removed: may, over the next few years, significantly] [added: may] alter some of the due diligence, recordkeeping and reporting requirements that the Bank Secrecy Act and Patriot Act impose on banks.

The AML Act also [removed: contains provisions that promote] [added: promotes] increased information-sharing and use of technology, and increases penalties for violations of the Bank Secrecy Act and includes whistleblower incentives, both of which could increase the prospect of regulatory enforcement.

[removed: Funding][added: Deposit Funding]

Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), [removed: as discussed in “MD&A—Liquidity Risk Profile,”] only well capitalized and adequately capitalized institutions may accept [removed: brokered deposits.][added: “brokered deposits,” as defined by FDIC regulations.]

Broker-Dealer [removed: and Investment Advisory] Activities

Capital One Securities, Inc., KippsDeSanto & Company and TripleTree, LLC are registered broker-dealers regulated by the SEC and the Financial Industry Regulatory [removed: Authority.][added: Authority (“FINRA”).]

These broker-dealer subsidiaries are [removed: subject,] [added: subject to,] among other things, [removed: to] net capital rules designed to measure the general financial condition and liquidity of a broker-dealer.

Title VII of the Dodd-Frank [added: Wall Street Reform and Consumer Protection] Act [added: of 2010 (“Dodd-Frank Act”)] establishes a regulatory framework for the governance of the over-the-counter (“OTC”) derivatives market, including swaps and security-based swaps and the registration of certain market participants as a swap dealer.

As of December 31, 2022, Capital One Financial Corporation’s principal operating subsidiary was Capital One, National Association (“CONA”).

On October 1, 2022, the Company completed the merger of Capital One Bank (USA), National Association (“COBNA”), with and into CONA, with CONA as the surviving entity (the “Bank Merger”).

The Company is hereafter collectively referred to as “we,” “us” or “our.” References to the “Bank” shall mean and refer to (i) CONA from and after the Bank Merger and (ii) CONA and COBNA collectively prior to the Bank Merger.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)—Executive Summary,” “Part II—Item 7.

MD&A—Business Segment Financial Performance” and “Part II—Item 8.

The CFPB recently proposed a rule to amend Regulation Z (the “Proposed CFPB Rule”) to lower the safe harbor amount for past due fees that a credit card issuer can charge on consumer credit card accounts below the amounts that are currently permitted, among other changes that could impact the amount of a past due fee that can be charged.

The Bank is subject to the Federal Reserve’s Regulation II, which limits the amount of interchange fees that can be charged per debit card transaction for debit card issuers with over $10 billion in assets and places certain prohibitions on payment routing restrictions and network exclusivity.

Moreover, the U.S. Congress is currently considering various proposals for more comprehensive privacy, data

protection and data security legislation, to which we may be subject if passed.

For example, in 2022, Congress and the federal agencies sought to institute mandatory reporting of cyber incidents that materially disrupt or degrade operations and systems or might otherwise impact U.S. critical infrastructure or national security.

This resulted in enactment of the Cyber Incident Reporting for Critical Infrastructure Act (“CIRCIA”), which, once rulemaking is complete, will require, among other things, certain companies, including Capital One, to report significant cyber incidents to the Department of Homeland Security’s Cybersecurity and Infrastructure Security Agency (“CISA”) within 72 hours from the time the company reasonably believes the incident occurred, and a proposed rule by the SEC, which would mandate public disclosure of material cybersecurity incidents within four business days of determining that such an incident has occurred.

See “Part II一Item 7.

MD&A一Liquidity Risk Profile” for additional information.

MD&A—Capital Management,” “Part II—Item 7.

MD&A—Liquidity Risk Profile” and “Part II—Item 8.

Financial Statements and Supplementary Data—Note 11—Regulatory and Capital Adequacy.”

The Bank, as a subsidiary of a Category III institution, is a Category III bank.

Our capital and leverage ratios are calculated based on the Basel III standardized approach framework.

The Company’s stress capital buffer requirement is recalibrated every year based on the Company’s supervisory stress test results.

See “Part II一Item 7.

The other standard, the net

The Virginia

On October 18, 2022, the FDIC finalized a rule that increases the initial base deposit insurance assessment rate schedules by 2 basis points for all insured depository institutions to improve the likelihood that the DIF reserve ratio reaches 1.35 percent by the statutory deadline of September 30, 2028.

The rule took effect on January 1, 2023 and this increase will be reflected in the Bank’s first quarterly assessment in 2023.

Source of Strength

In addition, the Dodd-Frank Act requires a BHC to serve as a source of financial strength to its subsidiary banks and requires the Federal Banking Agencies to jointly adopt new rules implementing this requirement.

Such rules have not yet been proposed.

The Company also is subject to foreign legal and regulatory requirements regarding privacy, data protection and data security.

For example, in Canada and the U.K,.

we are subject to the Personal Information Protection and Electronic Documents Act and the U.K. General Data Protection Regulation, respectively.

These laws and regulations, and domestic laws and regulations that govern similar topics, may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements.

For more information on privacy, data protection and data security requirements, please see “Privacy, Data Protection and Data Security.”

| TECHNOLOGY AND INTELLECTUAL PROPERTY | | |

We are committed to implementing safeguards designed to protect our customers’ information, as well as our own information and technology.

- fluctuations in market interest rates or volatility in the capital markets;

- our ability to invest successfully in and introduce digital and other technological developments across all our businesses;

- our ability to manage risks from catastrophic events;

- compliance with applicable laws and regulations related to privacy, data protection and data security;

- our ability to protect our intellectual property; and

As of December 31, 2021, our principal subsidiaries included:

- Capital One Bank (USA), National Association (“COBNA”), which offers credit card products along with other lending products and consumer services; and

- Capital One, National Association (“CONA”), which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients.

Coronavirus Disease 2019 (COVID-19) Pandemic

The COVID-19 pandemic resulted in a global public-health crisis, disrupting economies and introducing significant volatility into financial markets.

We transformed how we work in order to protect the well-being of our associates and our customers, and were able to continue to serve our customers, successfully manage critical functions, and keep our lines of business operating.

Since the start of the COVID-19 pandemic, a significant majority of our associates across our workforce have transitioned to working remotely, relying on our technology infrastructure and systems that have been designed for resilience and security.

The majority of our associates continue to work remotely.

In the future, we plan to adopt a hybrid work methodology that allows for in-office collaboration while still enabling associates to work remotely.

We continue to monitor local conditions to ensure the safety of our associates.

For the extent to which the COVID-19 pandemic impacted our financial results, refer to “Part II—Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”).” The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, and financial condition will depend on future developments that are still uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic.

Risk Factors” under the heading “*Our results of operations may be adversely affected by the effects of the COVID-19 pandemic*.”

If applicable, we would publicly disclose any waivers of our Code of Conduct granted to executive officers and directors.

Subject to obtaining all regulatory approvals, we plan to merge the Banks in the fourth quarter of 2022.

There can be no assurance that the merger will take place in this time frame.

After the completion of the merger, Capital One will conduct its core banking businesses through one subsidiary bank, Capital One, National Association.

The Dodd-Frank Act requires that the amount of any interchange fee received by a debit card issuer with respect to debit card transactions be reasonable and proportional to the cost incurred by the issuer with respect to the transaction.

Rules adopted by the Federal Reserve to implement these requirements limit interchange fees per debit card transaction to $0.21 plus five basis points of the transaction amount and provide for an additional $0.01 fraud prevention adjustment to the interchange fee for issuers that meet certain fraud prevention requirements.

For example, in November 2021, the Federal Reserve, OCC, and FDIC (collectively, the “Federal Banking Agencies”) issued a final rule that, among other things, requires a banking organization to notify its primary federal regulators as soon as possible and no later than 36 hours after determining that a significant computer-security incident has occurred.

At the U.S. state level, we are subject to a number of laws and regulations, such as the California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020.

We continue to monitor privacy, data protection and data security legal developments in the jurisdictions in which we do business.

In December 2020, the FDIC finalized amendments to the brokered deposit regulation that, among other things, generally clarify and narrow the scope of the “deposit broker” definition.

The amendments became effective April 1, 2021, with compliance required by January 1, 2022.

Capital One Investing, Inc. (formerly known as United Income, Inc.) (“Capital One Investing”) is an investment adviser registered with the SEC and primarily regulated under the Investment Advisers Act of 1940.

Volcker Rule and the implementing regulations.

The Banks, as subsidiaries of a Category III institution, are Category III banks.

We remain subject to the countercyclical capital buffer requirement (which is currently set at 0%) and supplementary leverage ratio requirement of 3.0%.

We are not a G-SIB based on the most recent available data and thus we are not subject to a G-SIB Surcharge.

In March 2020, the Federal Reserve issued a final rule to implement the stress capital buffer requirement (the “Stress Capital Buffer Rule”).

The stress capital buffer requirement is institution-specific and replaces the fixed 2.5% capital conservation buffer previously in place for BHCs.

Pursuant to the Stress Capital Buffer Rule, the Federal Reserve uses the results of its supervisory stress test to determine the size of a BHC’s stress capital buffer requirement.

In October 2020, the Federal Banking Agencies finalized a rule to implement the NSFR in the United States (the “NSFR Rule”).

The NSFR Rule became effective on July 1, 2021 and applies to the Company and each of the Banks.

In addition, the OCC has issued rules requiring banks with assets of $250 billion or more to develop recovery

There are various federal law

The FDIC’s restoration plan projects the reserve ratio to exceed 1.35 percent without increasing the deposit insurance assessment rate, subject to ongoing monitoring over the next eight years.

Source of Strength and Liability for Commonly Controlled Institutions

The Dodd-Frank Act codified this doctrine.

Under the “cross-guarantee” provision of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), insured depository institutions such as the Banks may be liable to the FDIC with respect to any loss incurred, or reasonably anticipated to be incurred, by the FDIC in connection with the default of, or FDIC assistance to, any commonly controlled insured depository institution.

The information required by Item 103 of Regulation S-K is included in [removed: “Note 18—Commitments, Contingencies, Guarantees and Others.”][added: “Part II—Item 8.]

Financial Statements and Supplementary Data —Note 18—Commitments, Contingencies, Guarantees and Others.”

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 39 | | | Capital One Financial Corporation (COF) | | |

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the voting [added: and non-voting] stock held by non-affiliates of the registrant as of the close of business on June 30, [removed: 2021] [added: 2022] was approximately [removed: $68.4 billion As of January 31, 2022, there were 413,661,098 shares of the registrant’s Common Stock outstanding.][added: $39.6 billion.]

[removed: 1.Portions] [added: 1.Portions] of the Proxy Statement for the annual meeting of stockholders to be held on May [removed: 5, 2022,] [added: 4, 2023,] are incorporated by reference into Part III.

| [Item [removed: 1.](#ib5c730c4e382479aa22ee84ca68af6bb_22)] [added: 1.](#ia820611622d9441b977884dac00e0ebd_25)] | | | [removed: [Business](#ib5c730c4e382479aa22ee84ca68af6bb_22)] [added: [Business](#ia820611622d9441b977884dac00e0ebd_25)] | | | [removed: [4](#ib5c730c4e382479aa22ee84ca68af6bb_22)] [added: [4](#ia820611622d9441b977884dac00e0ebd_25)] | | |

| | | | [Operations and Business [removed: Segments](#ib5c730c4e382479aa22ee84ca68af6bb_43)] [added: Segments](#ia820611622d9441b977884dac00e0ebd_46)] | | | [removed: [6](#ib5c730c4e382479aa22ee84ca68af6bb_43)] [added: [6](#ia820611622d9441b977884dac00e0ebd_46)] | | |

| | | | [Supervision and [removed: Regulation](#ib5c730c4e382479aa22ee84ca68af6bb_295)] [added: Regulation](#ia820611622d9441b977884dac00e0ebd_307)] | | | [removed: [7](#ib5c730c4e382479aa22ee84ca68af6bb_295)] [added: [7](#ia820611622d9441b977884dac00e0ebd_307)] | | |

| | | | [Human Capital [removed: Resources](#ib5c730c4e382479aa22ee84ca68af6bb_49)] [added: Resources](#ia820611622d9441b977884dac00e0ebd_52)] | | | [removed: [17](#ib5c730c4e382479aa22ee84ca68af6bb_49)] [added: [17](#ia820611622d9441b977884dac00e0ebd_52)] | | |

| | | | [Forward-Looking [removed: Statements](#ib5c730c4e382479aa22ee84ca68af6bb_298)] [added: Statements](#ia820611622d9441b977884dac00e0ebd_310)] | | | [removed: [20](#ib5c730c4e382479aa22ee84ca68af6bb_298)] [added: [20](#ia820611622d9441b977884dac00e0ebd_310)] | | |

| [Item [removed: 1A.](#ib5c730c4e382479aa22ee84ca68af6bb_469)] [added: 1A.](#ia820611622d9441b977884dac00e0ebd_469)] | | | [Risk [removed: Factors](#ib5c730c4e382479aa22ee84ca68af6bb_469)] [added: Factors](#ia820611622d9441b977884dac00e0ebd_469)] | | | [removed: [21](#ib5c730c4e382479aa22ee84ca68af6bb_469)] [added: [21](#ia820611622d9441b977884dac00e0ebd_469)] | | |

| [Item [removed: 1B.](#ib5c730c4e382479aa22ee84ca68af6bb_61)] [added: 1B.](#ia820611622d9441b977884dac00e0ebd_64)] | | | [Unresolved Staff [removed: Comments](#ib5c730c4e382479aa22ee84ca68af6bb_61)] [added: Comments](#ia820611622d9441b977884dac00e0ebd_64)] | | | [removed: [39](#ib5c730c4e382479aa22ee84ca68af6bb_61)] [added: [40](#ia820611622d9441b977884dac00e0ebd_64)] | | |

| [Item [removed: 2.](#ib5c730c4e382479aa22ee84ca68af6bb_64)] [added: 2.](#ia820611622d9441b977884dac00e0ebd_67)] | | | [removed: [Properties](#ib5c730c4e382479aa22ee84ca68af6bb_64)] [added: [Properties](#ia820611622d9441b977884dac00e0ebd_67)] | | | [removed: [39](#ib5c730c4e382479aa22ee84ca68af6bb_64)] [added: [40](#ia820611622d9441b977884dac00e0ebd_67)] | | |

| [Item [removed: 3.](#ib5c730c4e382479aa22ee84ca68af6bb_466)] [added: 3.](#ia820611622d9441b977884dac00e0ebd_466)] | | | [Legal [removed: Proceedings](#ib5c730c4e382479aa22ee84ca68af6bb_466)] [added: Proceedings](#ia820611622d9441b977884dac00e0ebd_466)] | | | [removed: [39](#ib5c730c4e382479aa22ee84ca68af6bb_466)] [added: [40](#ia820611622d9441b977884dac00e0ebd_466)] | | |

| [Item [removed: 4.](#ib5c730c4e382479aa22ee84ca68af6bb_478)] [added: 4.](#ia820611622d9441b977884dac00e0ebd_478)] | | | [Mine Safety [removed: Disclosures](#ib5c730c4e382479aa22ee84ca68af6bb_478)] [added: Disclosures](#ia820611622d9441b977884dac00e0ebd_478)] | | | [removed: [40](#ib5c730c4e382479aa22ee84ca68af6bb_478)] [added: [40](#ia820611622d9441b977884dac00e0ebd_478)] | | |

| [Item [removed: 5.](#ib5c730c4e382479aa22ee84ca68af6bb_70)] [added: 5.](#ia820611622d9441b977884dac00e0ebd_73)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib5c730c4e382479aa22ee84ca68af6bb_70)] [added: Securities](#ia820611622d9441b977884dac00e0ebd_73)] | | | [removed: [41](#ib5c730c4e382479aa22ee84ca68af6bb_70)] [added: [41](#ia820611622d9441b977884dac00e0ebd_73)] | | |

| [removed: [Item 6.](#ib5c730c4e382479aa22ee84ca68af6bb_91)] | | | [Selected Financial [removed: Data](#ib5c730c4e382479aa22ee84ca68af6bb_91)] [added: Data](#ia820611622d9441b977884dac00e0ebd_4398046515695)] | | | [removed: [44](#ib5c730c4e382479aa22ee84ca68af6bb_91)] [added: [45](#ia820611622d9441b977884dac00e0ebd_4398046515695)] | | |

| [removed: [Item](#ib5c730c4e382479aa22ee84ca68af6bb_79) [7](#ib5c730c4e382479aa22ee84ca68af6bb_79)[.](#ib5c730c4e382479aa22ee84ca68af6bb_79)] [added: [Item](#ia820611622d9441b977884dac00e0ebd_82) [7](#ia820611622d9441b977884dac00e0ebd_82)[.](#ia820611622d9441b977884dac00e0ebd_82)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: (“MD&A”)](#ib5c730c4e382479aa22ee84ca68af6bb_79)] [added: (“MD&A”)](#ia820611622d9441b977884dac00e0ebd_82)] | | | [removed: [47](#ib5c730c4e382479aa22ee84ca68af6bb_79)] [added: [44](#ia820611622d9441b977884dac00e0ebd_82)] | | |

| | | | [Consolidated Results of [removed: Operations](#ib5c730c4e382479aa22ee84ca68af6bb_106)] [added: Operations](#ia820611622d9441b977884dac00e0ebd_109)] | | | [removed: [50](#ib5c730c4e382479aa22ee84ca68af6bb_106)] [added: [49](#ia820611622d9441b977884dac00e0ebd_109)] | | |

| | | | [Consolidated Balance Sheets [removed: Analysis](#ib5c730c4e382479aa22ee84ca68af6bb_130)] [added: Analysis](#ia820611622d9441b977884dac00e0ebd_133)] | | | [removed: [55](#ib5c730c4e382479aa22ee84ca68af6bb_130)] [added: [54](#ia820611622d9441b977884dac00e0ebd_133)] | | |

| | | | [Off-Balance Sheet [removed: Arrangements](#ib5c730c4e382479aa22ee84ca68af6bb_148)] [added: Arrangements](#ia820611622d9441b977884dac00e0ebd_151)] | | | [removed: [57](#ib5c730c4e382479aa22ee84ca68af6bb_148)] [added: [56](#ia820611622d9441b977884dac00e0ebd_151)] | | |

| | | | [Business Segment Financial [removed: Performance](#ib5c730c4e382479aa22ee84ca68af6bb_151)] [added: Performance](#ia820611622d9441b977884dac00e0ebd_154)] | | | [removed: [57](#ib5c730c4e382479aa22ee84ca68af6bb_151)] [added: [56](#ia820611622d9441b977884dac00e0ebd_154)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#ib5c730c4e382479aa22ee84ca68af6bb_175)] [added: Estimates](#ia820611622d9441b977884dac00e0ebd_181)] | | | [removed: [67](#ib5c730c4e382479aa22ee84ca68af6bb_175)] [added: [65](#ia820611622d9441b977884dac00e0ebd_181)] | | |

| | | | [Accounting Changes and [removed: Developments](#ib5c730c4e382479aa22ee84ca68af6bb_178)] [added: Developments](#ia820611622d9441b977884dac00e0ebd_184)] | | | [removed: [71](#ib5c730c4e382479aa22ee84ca68af6bb_178)] [added: [69](#ia820611622d9441b977884dac00e0ebd_184)] | | |

| | | | [Credit Risk [removed: Profile](#ib5c730c4e382479aa22ee84ca68af6bb_205)] [added: Profile](#ia820611622d9441b977884dac00e0ebd_211)] | | | [removed: [85](#ib5c730c4e382479aa22ee84ca68af6bb_205)] [added: [81](#ia820611622d9441b977884dac00e0ebd_211)] | | |

| | | | [Liquidity Risk [removed: Profile](#ib5c730c4e382479aa22ee84ca68af6bb_256)] [added: Profile](#ia820611622d9441b977884dac00e0ebd_265)] | | | [removed: [98](#ib5c730c4e382479aa22ee84ca68af6bb_256)] [added: [92](#ia820611622d9441b977884dac00e0ebd_265)] | | |

| | | | [Glossary and [removed: Acronyms](#ib5c730c4e382479aa22ee84ca68af6bb_325)] [added: Acronyms](#ia820611622d9441b977884dac00e0ebd_325)] | | | [removed: [108](#ib5c730c4e382479aa22ee84ca68af6bb_325)] [added: [104](#ia820611622d9441b977884dac00e0ebd_325)] | | |

| [removed: [Item](#ib5c730c4e382479aa22ee84ca68af6bb_457) [7A](#ib5c730c4e382479aa22ee84ca68af6bb_457)[.](#ib5c730c4e382479aa22ee84ca68af6bb_457)] [added: [Item 7A.](#ia820611622d9441b977884dac00e0ebd_454)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ib5c730c4e382479aa22ee84ca68af6bb_457)] [added: Risk](#ia820611622d9441b977884dac00e0ebd_454)] | | | [removed: [115](#ib5c730c4e382479aa22ee84ca68af6bb_457)] [added: [111](#ia820611622d9441b977884dac00e0ebd_454)] | | |

| [Item [removed: 8.](#ib5c730c4e382479aa22ee84ca68af6bb_328)] [added: 8.](#ia820611622d9441b977884dac00e0ebd_328)] | | | [Financial Statements and Supplementary [removed: Data](#ib5c730c4e382479aa22ee84ca68af6bb_328)] [added: Data](#ia820611622d9441b977884dac00e0ebd_328)] | | | [removed: [116](#ib5c730c4e382479aa22ee84ca68af6bb_328)] [added: [112](#ia820611622d9441b977884dac00e0ebd_328)] | | |

| | | | [Consolidated Statements of [removed: Income](#ib5c730c4e382479aa22ee84ca68af6bb_343)] [added: Income](#ia820611622d9441b977884dac00e0ebd_343)] | | | [removed: [121](#ib5c730c4e382479aa22ee84ca68af6bb_343)] [added: [117](#ia820611622d9441b977884dac00e0ebd_343)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#ib5c730c4e382479aa22ee84ca68af6bb_346)] [added: Income](#ia820611622d9441b977884dac00e0ebd_346)] | | | [removed: [122](#ib5c730c4e382479aa22ee84ca68af6bb_346)] [added: [118](#ia820611622d9441b977884dac00e0ebd_346)] | | |

| | | | [Consolidated Balance [removed: Sheets](#ib5c730c4e382479aa22ee84ca68af6bb_349)] [added: Sheets](#ia820611622d9441b977884dac00e0ebd_349)] | | | [removed: [123](#ib5c730c4e382479aa22ee84ca68af6bb_349)] [added: [119](#ia820611622d9441b977884dac00e0ebd_349)] | | |

| | | | [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#ib5c730c4e382479aa22ee84ca68af6bb_352)] [added: Equity](#ia820611622d9441b977884dac00e0ebd_352)] | | | [removed: [124](#ib5c730c4e382479aa22ee84ca68af6bb_352)] [added: [120](#ia820611622d9441b977884dac00e0ebd_352)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#ib5c730c4e382479aa22ee84ca68af6bb_355)] [added: Flows](#ia820611622d9441b977884dac00e0ebd_355)] | | | [removed: [125](#ib5c730c4e382479aa22ee84ca68af6bb_355)] [added: [121](#ia820611622d9441b977884dac00e0ebd_355)] | | |

| | | | [Note 1—Summary of Significant Accounting [removed: Policies](#ib5c730c4e382479aa22ee84ca68af6bb_358)] [added: Policies](#ia820611622d9441b977884dac00e0ebd_361)] | | | [removed: [127](#ib5c730c4e382479aa22ee84ca68af6bb_358)] [added: [123](#ia820611622d9441b977884dac00e0ebd_361)] | | |

| | | | [Note 2—Investment [removed: Securities](#ib5c730c4e382479aa22ee84ca68af6bb_364)] [added: Securities](#ia820611622d9441b977884dac00e0ebd_364)] | | | [removed: [143](#ib5c730c4e382479aa22ee84ca68af6bb_364)] [added: [138](#ia820611622d9441b977884dac00e0ebd_364)] | | |

| | | | [Note [removed: 3—Loans](#ib5c730c4e382479aa22ee84ca68af6bb_367)] [added: 3—Loans](#ia820611622d9441b977884dac00e0ebd_367)] | | | [removed: [146](#ib5c730c4e382479aa22ee84ca68af6bb_367)] [added: [141](#ia820611622d9441b977884dac00e0ebd_367)] | | |

| | | | [Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending [removed: Commitments](#ib5c730c4e382479aa22ee84ca68af6bb_391)] [added: Commitments](#ia820611622d9441b977884dac00e0ebd_391)] | | | [removed: [158](#ib5c730c4e382479aa22ee84ca68af6bb_391)] [added: [151](#ia820611622d9441b977884dac00e0ebd_391)] | | |

| | | | [Note 5—Variable Interest Entities and [removed: Securitizations](#ib5c730c4e382479aa22ee84ca68af6bb_394)] [added: Securitizations](#ia820611622d9441b977884dac00e0ebd_394)] | | | [removed: [161](#ib5c730c4e382479aa22ee84ca68af6bb_394)] [added: [154](#ia820611622d9441b977884dac00e0ebd_394)] | | |

| | | | [Note 6—Goodwill and Other Intangible [removed: Assets](#ib5c730c4e382479aa22ee84ca68af6bb_397)] [added: Assets](#ia820611622d9441b977884dac00e0ebd_397)] | | | [removed: [165](#ib5c730c4e382479aa22ee84ca68af6bb_397)] [added: [158](#ia820611622d9441b977884dac00e0ebd_397)] | | |

| | | | [Note 7—Premises, Equipment and [removed: Leases](#ib5c730c4e382479aa22ee84ca68af6bb_400)] [added: Leases](#ia820611622d9441b977884dac00e0ebd_400)] | | | [removed: [168](#ib5c730c4e382479aa22ee84ca68af6bb_400)] [added: [161](#ia820611622d9441b977884dac00e0ebd_400)] | | |

| | | | [removed: [Note 8—Deposits] [added: [Note](#ia820611622d9441b977884dac00e0ebd_403) [8](#ia820611622d9441b977884dac00e0ebd_403)[—Deposits] and [removed: Borrowings](#ib5c730c4e382479aa22ee84ca68af6bb_403)] [added: Borrowings](#ia820611622d9441b977884dac00e0ebd_403)] | | | [removed: [170](#ib5c730c4e382479aa22ee84ca68af6bb_403)] [added: [163](#ia820611622d9441b977884dac00e0ebd_403)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

As of January 31, 2023, there were 381,079,743 shares of the registrant’s Common Stock outstanding.

| [PART I](#ia820611622d9441b977884dac00e0ebd_22) | | | | | | [4](#ia820611622d9441b977884dac00e0ebd_22) | | |

| | | | [Overview](#ia820611622d9441b977884dac00e0ebd_28) | | | [4](#ia820611622d9441b977884dac00e0ebd_31) | | |

| | | | [Competition](#ia820611622d9441b977884dac00e0ebd_49) | | | [7](#ia820611622d9441b977884dac00e0ebd_49) | | |

| | | | [Technology and Intellectual Property](#ia820611622d9441b977884dac00e0ebd_55) | | | [19](#ia820611622d9441b977884dac00e0ebd_55) | | |

| [PART II](#ia820611622d9441b977884dac00e0ebd_70) | | | | | | [41](#ia820611622d9441b977884dac00e0ebd_70) | | |

| [Item 6.](#ia820611622d9441b977884dac00e0ebd_94) | | | [\[Reserved\]](#ia820611622d9441b977884dac00e0ebd_94) | | | [44](#ia820611622d9441b977884dac00e0ebd_94) | | |

| | | | [Executive Summary](#ia820611622d9441b977884dac00e0ebd_100) | | | [48](#ia820611622d9441b977884dac00e0ebd_100) | | |

| | | | [Capital Management](#ia820611622d9441b977884dac00e0ebd_187) | | | [70](#ia820611622d9441b977884dac00e0ebd_187) | | |

| | | | [Risk Management](#ia820611622d9441b977884dac00e0ebd_208) | | | [75](#ia820611622d9441b977884dac00e0ebd_208) | | |

| | | | [Market Risk Profile](#ia820611622d9441b977884dac00e0ebd_295) | | | [97](#ia820611622d9441b977884dac00e0ebd_295) | | |

| | | | [Supplemental Table](#ia820611622d9441b977884dac00e0ebd_313)s | | | [102](#ia820611622d9441b977884dac00e0ebd_313) | | |

| | | | [Notes to Consolidated Financial Statements](#ia820611622d9441b977884dac00e0ebd_361) | | | [123](#ia820611622d9441b977884dac00e0ebd_361) | | |

| [Item 9A.](#ia820611622d9441b977884dac00e0ebd_457) | | | [Controls and Procedures](#ia820611622d9441b977884dac00e0ebd_457) | | | [207](#ia820611622d9441b977884dac00e0ebd_457) | | |

| [PART IV](#ia820611622d9441b977884dac00e0ebd_502) | | | | | | [209](#ia820611622d9441b977884dac00e0ebd_502) | | |

| [EXHIBIT INDEX](#ia820611622d9441b977884dac00e0ebd_511) | | | | | | [210](#ia820611622d9441b977884dac00e0ebd_511) | | |

| [SIGNATURES](#ia820611622d9441b977884dac00e0ebd_514) | | | | | | [214](#ia820611622d9441b977884dac00e0ebd_514) | | |

| 22 | | | [30+ Day Delinquencies](#ia820611622d9441b977884dac00e0ebd_235) | | | [86](#ia820611622d9441b977884dac00e0ebd_235) | | |

| 26 | | | [Net Charge-Offs](#ia820611622d9441b977884dac00e0ebd_247) (Recoveries) | | | [89](#ia820611622d9441b977884dac00e0ebd_247) | | |

| 30 | | | [Liquidity Reserves](#ia820611622d9441b977884dac00e0ebd_268) | | | [92](#ia820611622d9441b977884dac00e0ebd_268) | | |

| [Supplemental Table](#ia820611622d9441b977884dac00e0ebd_313)s: | | | | | | | | |

| A | | | [Net Charge-Offs](#ia820611622d9441b977884dac00e0ebd_319) | | | [102](#ia820611622d9441b977884dac00e0ebd_319) | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| [PART I](#ib5c730c4e382479aa22ee84ca68af6bb_19) | | | | | | [4](#ib5c730c4e382479aa22ee84ca68af6bb_19) | | |

| | | | [Overview](#ib5c730c4e382479aa22ee84ca68af6bb_25) | | | [4](#ib5c730c4e382479aa22ee84ca68af6bb_28) | | |

| | | | [Competition](#ib5c730c4e382479aa22ee84ca68af6bb_46) | | | [7](#ib5c730c4e382479aa22ee84ca68af6bb_46) | | |

| | | | [Additional Information](#ib5c730c4e382479aa22ee84ca68af6bb_52) | | | [19](#ib5c730c4e382479aa22ee84ca68af6bb_52) | | |

| [PART II](#ib5c730c4e382479aa22ee84ca68af6bb_67) | | | | | | [41](#ib5c730c4e382479aa22ee84ca68af6bb_67) | | |

| | | | [Executive Summary and Business Outlook](#ib5c730c4e382479aa22ee84ca68af6bb_97) | | | [48](#ib5c730c4e382479aa22ee84ca68af6bb_97) | | |

| | | | [Capital Management](#ib5c730c4e382479aa22ee84ca68af6bb_181) | | | [72](#ib5c730c4e382479aa22ee84ca68af6bb_181) | | |

| | | | [Risk Management](#ib5c730c4e382479aa22ee84ca68af6bb_202) | | | [79](#ib5c730c4e382479aa22ee84ca68af6bb_202) | | |

| | | | [Market Risk Profile](#ib5c730c4e382479aa22ee84ca68af6bb_286) | | | [102](#ib5c730c4e382479aa22ee84ca68af6bb_286) | | |

| | | | [Supplemental Table](#ib5c730c4e382479aa22ee84ca68af6bb_301) | | | [107](#ib5c730c4e382479aa22ee84ca68af6bb_301) | | |

| | | | [Notes to Consolidated Financial Statements](#ib5c730c4e382479aa22ee84ca68af6bb_328) | | | [127](#ib5c730c4e382479aa22ee84ca68af6bb_358) | | |

| [Item](#ib5c730c4e382479aa22ee84ca68af6bb_460) [9A](#ib5c730c4e382479aa22ee84ca68af6bb_460)[.](#ib5c730c4e382479aa22ee84ca68af6bb_460) | | | [Controls and Procedures](#ib5c730c4e382479aa22ee84ca68af6bb_460) | | | [217](#ib5c730c4e382479aa22ee84ca68af6bb_460) | | |

| [PART IV](#ib5c730c4e382479aa22ee84ca68af6bb_502) | | | | | | [219](#ib5c730c4e382479aa22ee84ca68af6bb_502) | | |

| [E](#ib5c730c4e382479aa22ee84ca68af6bb_511)[XH](#ib5c730c4e382479aa22ee84ca68af6bb_511)[IBIT I](#ib5c730c4e382479aa22ee84ca68af6bb_511)[NDEX](#ib5c730c4e382479aa22ee84ca68af6bb_511) | | | | | | [220](#ib5c730c4e382479aa22ee84ca68af6bb_511) | | |

| [SIGNATURES](#ib5c730c4e382479aa22ee84ca68af6bb_514) | | | | | | [223](#ib5c730c4e382479aa22ee84ca68af6bb_514) | | |

| 22 | | | [30+ Day Delinquencies](#ib5c730c4e382479aa22ee84ca68af6bb_229) | | | [90](#ib5c730c4e382479aa22ee84ca68af6bb_229) | | |

| 26 | | | [Net Charge-Offs](#ib5c730c4e382479aa22ee84ca68af6bb_241) | | | [94](#ib5c730c4e382479aa22ee84ca68af6bb_241) | | |

| 30 | | | [Liquidity Reserves](#ib5c730c4e382479aa22ee84ca68af6bb_259) | | | [98](#ib5c730c4e382479aa22ee84ca68af6bb_259) | | |

| [Supplemental Table](#ib5c730c4e382479aa22ee84ca68af6bb_301)s: | | | | | | | | |

| A | | | [Net Charge-Offs](#ib5c730c4e382479aa22ee84ca68af6bb_313) | | | [107](#ib5c730c4e382479aa22ee84ca68af6bb_313) | | |

Our corporate and banking real estate portfolio consists of approximately [removed: 12.3] [added: 11.9] million square feet of owned or leased office and retail space, which is used to support our business.

Of this overall portfolio, approximately [removed: 10.2] [added: 9.9] million square feet of space is dedicated for various corporate office uses and approximately [removed: 2.1] [added: 2.0] million square feet of space is for bank branches and [removed: Cafés.][added: cafés.]

Our [removed: 10.2] [added: 9.9] million square feet of corporate office space consists of approximately [removed: 4.1] [added: 6.0] million square feet of [removed: leased] [added: owned] space and [removed: 6.1] [added: 3.9] million square feet of [removed: owned] [added: leased] space.

Our [removed: 2.1] [added: 2.0] million square feet for bank branches and [removed: Cafés] [added: cafés] is located primarily across New York, Louisiana, Texas, Maryland, [removed: Virginia] and [removed: New Jersey] [added: Virginia] and consists of approximately 1.3 million square feet of leased space and [removed: 0.8] [added: 0.7] million square feet of owned space.

[removed: See “Note] [added: Financial Statements and Supplementary Data—Note] 7—Premises, Equipment and Leases” for information about our premises.

See “Part II—Item 8.

Our common stock is listed on the NYSE and is traded under the symbol “COF.” As of January 31, [removed: 2022,] [added: 2023,] there were [removed: 9,262] [added: 8,963] holders of record of our common stock.

The following graph shows the cumulative total stockholder return on our common stock compared to an overall stock market index, the S&P Composite 500 Stock Index (“S&P 500 Index”), and a published industry index, the S&P Financial Composite Index (“S&P Financial Index”), over the five-year period commencing December 31, [removed: 2016] [added: 2017] and ended December 31, [removed: 2021.][added: 2022.]

[removed: ][added: ]

| | | | | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

We did not have any sales of unregistered equity securities in [removed: 2021.][added: 2022.]

The following table presents information related to repurchases of shares of our common stock for each calendar month in the fourth quarter of [removed: 2021, comprised mainly by repurchases of common stock under the 2021 Stock Repurchase Program.][added: 2022.]

| | | | | | | Total [removed: Number of Shares Purchased] [added: Number of Shares Purchased(1)] | | | | | | Average Price per Share | | | | | | Total Number [removed: of Shares] [added: of Shares] Purchased [removed: as Part] [added: as Part] of [removed: Publicly Announced Plans] [added: Publicly Announced Plans(1)] | | | | | | Maximum Amount That May Yet be Purchased Under the Plan or [removed: Program] [added: Program(1)] *(in millions)* | | |

[removed: (1)] There were [removed: 48,438] [added: 60,577] shares withheld in November to cover taxes on restricted stock awards whose restrictions have lapsed.

| Capital One | | | | | | $ | 100.00 | | | | | $ | 77.22 | | | | | $ | 107.05 | | | | | $ | 104.19 | | | | | $ | 155.53 | | | | | $ | 101.65 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

| S&P Financial Index | | | | | | 100.00 | | | | | | 86.97 | | | | | | 114.91 | | | | | | 112.96 | | | | | | 152.54 | | | | | | 136.48 | | |

| October | | | | | | 509,142 | | | | | | $ | 98.20 | | | | | 509,142 | | | | | | $ | 5,286 | |

| November | | | | | | 502,840 | | | | | | 105.07 | | | | | | 442,263 | | | | | | 5,240 | | |

| December | | | | | | 567,076 | | | | | | 94.50 | | | | | | 567,076 | | | | | | 5,186 | | |

| Total | | | | | | 1,579,058 | | | | | | 99.06 | | | | | | 1,518,481 | | | | | | | | |

(1) In January 2022, our Board of Directors authorized the repurchase of up to $5.0 billion of shares of our common stock.

In April 2022, our Board of Directors authorized the repurchase of up to an additional $5.0 billion of shares of our common stock.

See “Part II—Item 7.

MD&A—Capital Management—Dividend Policy and Stock Purchases” for more information.

| Capital One | | | | | | $ | 100.00 | | | | | $ | 114.14 | | | | | $ | 86.65 | | | | | $ | 117.96 | | | | | $ | 113.31 | | | | | $ | 166.31 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 119.42 | | | | | | 111.97 | | | | | | 144.31 | | | | | | 167.77 | | | | | | 212.89 | | |

| S&P Financial Index | | | | | | 100.00 | | | | | | 120.03 | | | | | | 102.43 | | | | | | 132.31 | | | | | | 126.88 | | | | | | 168.18 | | |

For additional information on our 2021 Stock Repurchase Program, see “MD&A—Capital Management—Dividend Policy and Stock Purchases.”

| October | | | | | | 4,882,679 | | | | | | $ | 166.55 | | | | | 4,882,679 | | | | | | $ | 1,831 | |

| November(1) | | | | | | 7,540,529 | | | | | | 153.87 | | | | | | 7,492,091 | | | | | | 678 | | |

| December | | | | | | 4,636,238 | | | | | | 146.31 | | | | | | 4,636,238 | | | | | | — | | |

| Total | | | | | | 17,059,446 | | | | | | 155.45 | | | | | | 17,011,008 | | | | | | | | |

The following table presents selected consolidated financial data and performance metrics for the three-year period ended December 31, 2021, 2020 and 2019.

We also provide selected key metrics we use in evaluating our performance, including certain metrics that are computed using non-GAAP measures.

We consider these metrics to be key financial measures that management uses in assessing our operating performance, capital adequacy and the level of returns generated.

We believe these non-GAAP metrics provide useful insight to investors and users of our financial information as they provide an alternate measurement of our performance and assist in assessing our capital adequacy and the level of return generated.

Three-Year Summary of Selected Financial Data

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| *(Dollars in millions, except per share data and as noted)* | | | | | | | | | | | | | | | | | | | | | | | | 2021 | | | | | | 2020 | | | | | | 2019 | | | | | | | | | | | | | | | | | | 2021 vs. 2020 | | | | | | 2020 vs. 2019 | | |

| Income statement | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Interest income | | | | | | | | | | | | | | | | | | | | | | | | $ | 25,769 | | | | | $ | 26,033 | | | | | $ | 28,513 | | | | | | | | | | | | | | | | | (1) | | % | | | | (9) | | % |

| Interest expense | | | | | | | | | | | | | | | | | | | | | | | | 1,598 | | | | | | 3,120 | | | | | | 5,173 | | | | | | | | | | | | | | | | | | (49) | | | | | | (40) | | |

| Net interest income | | | | | | | | | | | | | | | | | | | | | | | | 24,171 | | | | | | 22,913 | | | | | | 23,340 | | | | | | | | | | | | | | | | | | 5 | | | | | | (2) | | |

| Non-interest income | | | | | | | | | | | | | | | | | | | | | | | | 6,264 | | | | | | 5,610 | | | | | | 5,253 | | | | | | | | | | | | | | | | | | 12 | | | | | | 7 | | |

| Total net revenue | | | | | | | | | | | | | | | | | | | | | | | | 30,435 | | | | | | 28,523 | | | | | | 28,593 | | | | | | | | | | | | | | | | | | 7 | | | | | | — | | |

| Provision (benefit) for credit losses | | | | | | | | | | | | | | | | | | | | | | | | (1,944) | | | | | | 10,264 | | | | | | 6,236 | | | | | | | | | | | | | | | | | | | | | | | | 65 | | |

| Non-interest expense: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Marketing | | | | | | | | | | | | | | | | | | | | | | | | 2,871 | | | | | | 1,610 | | | | | | 2,274 | | | | | | | | | | | | | | | | | | 78 | | | | | | (29) | | |

| Operating expense | | | | | | | | | | | | | | | | | | | | | | | | 13,699 | | | | | | 13,446 | | | | | | 13,209 | | | | | | | | | | | | | | | | | | 2 | | | | | | 2 | | |

| Total non-interest expense | | | | | | | | | | | | | | | | | | | | | | | | 16,570 | | | | | | 15,056 | | | | | | 15,483 | | | | | | | | | | | | | | | | | | 10 | | | | | | (3) | | |

| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | | | | | | | 15,809 | | | | | | 3,203 | | | | | | 6,874 | | | | | | | | | | | | | | | | | | | | | | | | (53) | | |

| Income tax provision | | | | | | | | | | | | | | | | | | | | | | | | 3,415 | | | | | | 486 | | | | | | 1,341 | | | | | | | | | | | | | | | | | | | | | | | | (64) | | |

| Income from continuing operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | 12,394 | | | | | | 2,717 | | | | | | 5,533 | | | | | | | | | | | | | | | | | | | | | | | | (51) | | |

| Income (loss) from discontinued operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | (4) | | | | | | (3) | | | | | | 13 | | | | | | | | | | | | | | | | | | 33 | | | | | | | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | 12,390 | | | | | | 2,714 | | | | | | 5,546 | | | | | | | | | | | | | | | | | | | | | | | | (51) | | |

| Dividends and undistributed earnings allocated to participating securities | | | | | | | | | | | | | | | | | | | | | | | | (105) | | | | | | (20) | | | | | | (41) | | | | | | | | | | | | | | | | | | | | | | | | (51) | | |

| Preferred stock dividends | | | | | | | | | | | | | | | | | | | | | | | | (274) | | | | | | (280) | | | | | | (282) | | | | | | | | | | | | | | | | | | (2) | | | | | | (1) | | |

| Issuance cost for redeemed preferred stock | | | | | | | | | | | | | | | | | | | | | | | | (46) | | | | | | (39) | | | | | | (31) | | | | | | | | | | | | | | | | | | 18 | | | | | | 26 | | |

| Net income available to common stockholders | | | | | | | | | | | | | | | | | | | | | | | | $ | 11,965 | | | | | $ | 2,375 | | | | | $ | 5,192 | | | | | | | | | | | | | | | | | | | | | | | (54) | | |

| Common share statistics | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | 27.05 | | | | | $ | 5.20 | | | | | $ | 11.07 | | | | | | | | | | | | | | | | | | | | | | | (53) | | % |

| Income (loss) from discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | (0.01) | | | | | | (0.01) | | | | | | 0.03 | | | | | | | | | | | | | | | | | | — | | | | | | | | |

| Net income per basic common share | | | | | | | | | | | | | | | | | | | | | | | | $ | 27.04 | | | | | $ | 5.19 | | | | | $ | 11.10 | | | | | | | | | | | | | | | | | | | | | | | (53) | | |

| Diluted earnings per common share: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | 26.95 | | | | | $ | 5.19 | | | | | $ | 11.02 | | | | | | | | | | | | | | | | | | | | | | | (53) | | |

| Net income per basic common share | | | | | | | | | | | | | | | | | | | | | | | | $ | 26.94 | | | | | $ | 5.18 | | | | | $ | 11.05 | | | | | | | | | | | | | | | | | | | | | | | (53) | | |

| Common shares outstanding (period-end, in millions) | | | | | | | | | | | | | | | | | | | | | | | | 413.9 | | | | | | 459.0 | | | | | | 456.6 | | | | | | | | | | | | | | | | | | (10) | | % | | | | 1 | | |

| Dividends declared and paid per common share | | | | | | | | | | | | | | | | | | | | | | | | $ | 2.60 | | | | | $ | 1.00 | | | | | $ | 1.60 | | | | | | | | | | | | | | | | | 160 | | | | | | (38) | | |

| Book value per common share (period-end) | | | | | | | | | | | | | | | | | | | | | | | | 147.46 | | | | | | 131.16 | | | | | | 127.05 | | | | | | | | | | | | | | | | | | 12 | | | | | | 3 | | |

| Tangible book value per common share (period-end)(1) | | | | | | | | | | | | | | | | | | | | | | | | 99.74 | | | | | | 88.34 | | | | | | 83.72 | | | | | | | | | | | | | | | | | | 13 | | | | | | 6 | | |

As required by Rule 13a-15 of the Securities Exchange Act of 1934 (“Exchange Act”), our management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, [removed: 2021,] [added: 2022,] the end of the period covered by this Annual Report on Form 10-K.

Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2021,] [added: 2022,] at a reasonable level of assurance, in recording, processing, summarizing and reporting information required to be disclosed within the time periods specified by the SEC rules and forms.

There have been no changes in internal control over financial reporting that occurred [removed: during] [added: in] the fourth quarter of [removed: 2021] [added: 2022] which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

| | | | [removed: 217] [added: 207] | | | Capital One Financial Corporation (COF) | | |

The information required by Item 10 will be included in our Proxy Statement for the [removed: 2022] [added: 2023] Annual Stockholder Meeting (“Proxy Statement”) under the heading [removed: “Corporate Governance at Capital One”] [added: “Election of Directors,” “Executive Officers,” “Process for Stockholder Recommendations of Director Candidates,” “Board Committees,”] and “Delinquent Section 16(a) Reports,” and is incorporated herein by reference.

The Proxy Statement will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days of the end of our [removed: 2021] [added: 2022] fiscal year.

In addition, please see “Part I—Item 1.

Business—Overview.”

The information required by Item 14 will be included in the Proxy Statement under the heading “Ratification of Selection of [added: Our] Independent Registered Public Accounting Firm,” and is incorporated herein by reference.

| | | | [removed: 218] [added: 208] | | | Capital One Financial Corporation (COF) | | |

Consolidated Statements of Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| | | | [removed: 219] [added: 209] | | | Capital One Financial Corporation (COF) | | |

DATED DECEMBER 31, [removed: 2021][added: 2022]

References to (i) the “2002 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002, filed on March 17, 2003; (ii) the “2003 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2003, filed on March 5, 2004; (iii) the “2011 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed on February 28, 2012; (iv) the “2012 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 28, 2013; (v) the “2013 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed on February 27, 2014; (vi) the “2014 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 24, 2015; (vii) the “2015 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, filed on February 25, 2016; (viii) the “2016 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, filed on February 23, 2017; (ix) the [removed: “2017] [added: “2018] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2017,] [added: 2018,] filed on February [removed: 21, 2018;] [added: 20, 2019;] (x) the [removed: “2018] [added: “2019] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2018,] [added: 2019,] filed on February 20, [removed: 2019;] [added: 2020;] (xi) the [removed: “2019] [added: “2020] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2019,] [added: 2020,] filed on February [removed: 20, 2020;] [added: 25, 2021;] and (xii) the [removed: “2020] [added: “2021] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2020,] [added: 2021,] filed on February 25, [removed: 2021.][added: 2022.]

| 3.2 | | | | | | [Amended and Restated Bylaws of Capital One Financial Corporation, [removed: dated](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000285/exhibit31amendedandrestate.htm) [September] [added: dated September] 23, [removed: 2021](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000285/exhibit31amendedandrestate.htm) [(incorporated] [added: 2021 (incorporated] by reference to [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000285/exhibit31amendedandrestate.htm) [3.1](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000285/exhibit31amendedandrestate.htm) [of] [added: Exhibit 3.1 of] the Current Report on Form 8-K, filed [removed: on](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000285/exhibit31amendedandrestate.htm) [September] [added: on September] 29, 2021).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000285/exhibit31amendedandrestate.htm) | | |

| 4.1.3 | | | | | | [removed: [Form](https://www.sec.gov/Archives/edgar/data/927628/000119312512362016/d395908dex41.htm) [of](https://www.sec.gov/Archives/edgar/data/927628/000119312512362016/d395908dex41.htm)] [Deposit [removed: Agreement](https://www.sec.gov/Archives/edgar/data/927628/000119312512362016/d395908dex41.htm)] [added: Agreement](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)[, dated](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm) [September 11](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)[, 201](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)[9](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)[, by and among Capital One Financial Corporation,](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm) [Computershare Trust Company, N.A.,](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm) [Computershare Inc. and](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm) [the](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm) [h](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)[olders from time to time](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)] [(incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed [removed: on August 20, 2012).](https://www.sec.gov/Archives/edgar/data/927628/000119312512362016/d395908dex41.htm)] [added: on](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm) [S](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)[eptember 11,](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm) [201](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)[9](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/927628/000119312519243010/d766839dex41.htm)] | | |

| 4.3* | | | | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex43.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/927628/000092762823000117/cof-12312022x10kxex43.htm)] | | |

| [removed: 10.1.2+] [added: 10.1+] | | | | | | [removed: [Third] [added: [Sixth] Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to [added: Exhibit 10.1 of] the [removed: Proxy Statement] [added: Current Report] on [removed: Definitive Schedule 14A,] [added: Form 8-K,] filed on [removed: March 18, 2014).](https://www.sec.gov/Archives/edgar/data/927628/000119312514104514/d683099ddef14a.htm)] [added: May 7, 2021).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000177/exhibit101-sixthamendedand.htm)] | | |

| [removed: 10.1.3+] [added: 10.2.6+] | | | | | | [removed: [Fourth] [added: [Form of Nonstatutory Stock Option Award Agreement](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm) [granted to our executive officers](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm) [under the Third] Amended and Restated 2004 Stock Incentive Plan [added: on February 2, 2017] (incorporated by reference to Exhibit [removed: 10.1.4] [added: 10.2.19] of the [removed: 2017] [added: 2016] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762818000107/cof-12312017x10kxex1014.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm)] | | |

| [removed: 10.1.4+] [added: 10.2.8+] | | | | | | [removed: [Fifth] [added: [Form of Performance Unit Award Agreement](https://www.sec.gov/Archives/edgar/data/927628/000092762820000102/cof-12312019x10kxex10223.htm) [granted to our executive officers](https://www.sec.gov/Archives/edgar/data/927628/000092762820000102/cof-12312019x10kxex10223.htm) [under the Fifth] Amended and Restated 2004 Stock Incentive Plan [added: on January 30, 2020] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2.23] of the [removed: Current Report on] [added: 2019] Form [removed: 8-K, filed on May 3, 2019).](https://www.sec.gov/Archives/edgar/data/927628/000092762819000180/exhibit101-fifthamendedand.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762820000102/cof-12312019x10kxex10223.htm)] | | |

| [removed: 10.1.5+] [added: 10.2.17+] | | | | | | [removed: [Sixth] [added: [Form of Performance Unit Award Agreements granted to our executive officers](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10213.htm) [under the Sixth] Amended and Restated 2004 Stock Incentive Plan [removed: (incorporated] [added: on February 3, 2022](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10213.htm) [(incorporated] by reference to Exhibit [removed: 10.1] [added: 10.2.13] of the [removed: Current Report on] [added: 2021] Form [removed: 8-K, filed on May 7, 2021).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000177/exhibit101-sixthamendedand.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10213.htm)] | | |

| [removed: 10.2.1+] [added: 10.2.4+] | | | | | | [Form of Nonstatutory Stock Option Award [removed: Agreements granted] [added: Agreement](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm) [granted] to our executive [removed: officers, including the Chief Executive Officer, under] [added: officers](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm)[under] the [removed: Second] [added: Third] Amended and Restated 2004 Stock Incentive Plan on [removed: January 31, 2013] [added: February 4, 2016] (incorporated by reference to Exhibit [removed: 10.2.14] [added: 10.2.17] of the [removed: 2012] [added: 2015] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000119312513084249/d447949dex10214.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm)] | | |

| | | | [removed: 220] [added: 210] | | | Capital One Financial Corporation (COF) | | |

| [removed: 10.2.2+] [added: 10.2.1+] | | | | | | [removed: [Form of Nonstatutory] [added: [Nonstatutory] Stock Option Award [removed: Agreements granted to our executive officers, including the Chief Executive Officer,] [added: Agreement, dated January 30, 2014, by and between Capital One Financial Corporation and Richard D. Fairbank] under the Second Amended and Restated 2004 Stock Incentive [removed: Plan on January 30, 2014 (incorporated] [added: Plan](https://www.sec.gov/Archives/edgar/data/927628/000119312514073467/d637300dex10215.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000119312514073467/d637300dex10215.htm)[(incorporated] by reference to Exhibit 10.2.15 of the 2013 Form 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000119312514073467/d637300dex10215.htm) | | |

| [removed: 10.2.3+] [added: 10.2.2+] | | | | | | [removed: [Form of Nonstatutory] [added: [Nonstatutory] Stock Option Award [removed: Agreements granted to our executive officers, including the Chief Executive Officer,] [added: Agreement, dated January 29, 2015, by and between Capital One Financial Corporation and Richard D. Fairbank] under the Third Amended and Restated 2004 Stock Incentive Plan [removed: on January 29, 2015] (incorporated by reference to Exhibit 10.2.14 of the 2014 Form 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762815000026/cof-12312014x10xkxex10214.htm) | | |

| [removed: 10.2.4+] [added: 10.2.3+] | | | | | | [removed: [Form of Nonstatutory] [added: [Nonstatutory] Stock Option Award [removed: Agreements granted to our executive officers, including the Chief Executive Officer,] [added: Agreement, dated February 4, 2016, by and between Capital One Financial Corporation and Richard D. Fairbank] under the Third Amended and Restated 2004 Stock Incentive Plan [removed: on February 4, 2016] (incorporated by reference to Exhibit 10.2.17 of the 2015 Form 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm) | | |

| 10.2.5+ | | | | | | [removed: [Form of Nonstatutory] [added: [Nonstatutory] Stock Option Award [removed: Agreements granted to our executive officers, including the Chief Executive Officer,] [added: Agreement, dated February 2, 2017, by and between Capital One Financial Corporation and Richard D. Fairbank] under the Third Amended and Restated 2004 Stock Incentive Plan [removed: on February 2, 2017] (incorporated by reference to Exhibit 10.2.19 of the 2016 Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm)] [added: 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm).] | | |

| [removed: 10.2.6+] [added: 10.2.10+] | | | | | | [Form of [removed: Performance] [added: Restricted Stock] Unit Award Agreements granted to our executive [removed: officers under] [added: officers](https://www.sec.gov/Archives/edgar/data/927628/000092762820000102/cof-12312019x10kxex10224.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762820000102/cof-12312019x10kxex10224.htm)[under] the [removed: Fourth] [added: Fifth] Amended and Restated 2004 Stock Incentive Plan on January [removed: 31, 2019] [added: 30, 2020] (incorporated by reference to Exhibit [removed: 10.2.21] [added: 10.2.24] of the [removed: 2018] [added: 2019] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762819000093/cof-12312018x10kxex10221.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762820000102/cof-12312019x10kxex10224.htm)] | | |

| [removed: 10.2.7+] [added: 10.2.19+] | | | | | | [Form of Restricted Stock Unit Award Agreements granted to our executive [removed: officers, including the Chief Executive Officer, under] [added: officers](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10214.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10214.htm)[under] the [removed: Fourth] [added: Sixth] Amended and Restated 2004 Stock Incentive Plan on [removed: January 31, 2019 (incorporated] [added: February 3, 2022](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10214.htm) [(incorporated] by reference to Exhibit [removed: 10.2.22] [added: 10.2.14] of the [removed: 2018] [added: 2021] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762819000093/cof-12312018x10kxex10222.htm)] [added: 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10214.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10214.htm)] | | |

| [removed: 10.2.8+] [added: 10.2.12+] | | | | | | [Form of Performance Unit Award Agreements granted to our executive [removed: officers, including the Chief Executive Officer, under] [added: officer](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10225.htm)[s](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10225.htm) [under] the Fifth Amended and Restated 2004 Stock Incentive Plan on [removed: January 30, 2020] [added: February 4, 2021] (incorporated by reference to Exhibit [removed: 10.2.23] [added: 10.2.25] of the [removed: 2019] [added: 2020] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762820000102/cof-12312019x10kxex10223.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10225.htm)] | | |

| 10.2.9+ | | | | | | [Form of Restricted Stock Unit Award [removed: Agreements granted to our executive officers, including the Chief Executive Officer,] [added: Agreement, dated January 30, 2020, by and between Capital One Financial Corporation and Richard D. Fairbank] under the Fifth Amended and Restated 2004 Stock Incentive Plan [removed: on January 30, 2020] (incorporated by reference to Exhibit 10.2.24 of the 2019 Form 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762820000102/cof-12312019x10kxex10224.htm) | | |

| [removed: 10.2.10+] [added: 10.2.14+] | | | | | | [Form of [removed: Performance] [added: Restricted Stock] Unit Award Agreements granted to our executive [removed: officers, including the Chief Executive Officer, under] [added: officers](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10226.htm) [under] the Fifth Amended and Restated 2004 Stock Incentive Plan on February [removed: 4,](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10225.htm) [2021] [added: 4, 2021] (incorporated by reference to Exhibit [removed: 10.2.25] [added: 10.2.26] of the 2020 Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10225.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10226.htm)] | | |

| [removed: 10.2.11+] [added: 10.2.15+] | | | | | | [Form of [removed: Restricted Stock] [added: Total Shareholder Return Performance] Unit Award [removed: Agreements] [added: Agreement] granted to our [removed: executive officers, including the] Chief Executive [removed: Officer,] [added: Officer] under the Fifth Amended and Restated 2004 Stock Incentive Plan on February [removed: 4,](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10226.htm) [2021] [added: 4, 2021] (incorporated by reference to Exhibit [removed: 10.2.26] [added: 10.2.27] of the 2020 Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10226.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10227.htm)] | | |

| [removed: 10.2.12+] [added: 10.2.20+] | | | | | | [Form of Total Shareholder Return Performance Unit Award Agreement granted to our Chief Executive Officer under the [removed: Fifth] [added: Sixth] Amended and Restated 2004 Stock Incentive Plan on February [removed: 4,](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10227.htm) [2021] [added: 3, 2022] (incorporated by reference to Exhibit [removed: 10.2.27] [added: 10.2.15] of the [removed: 2020] [added: 2021] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10227.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762822000106/cof-12312021x10kxex10215.htm)] | | |