Capital One Financial (COF) 10-K risk factor changes: FY2024 vs FY2023

- The [added: consummation of the] Transaction is contingent upon [added: the satisfaction of] a number of conditions, including [removed: stockholder and] regulatory approvals, [removed: which] [added: that] may [removed: fail to] be [removed: satisfied] [added: outside either party’s control and that either party may be unable to satisfy] or [added: obtain or] which may delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction.

- We [removed: are expected] [added: expect] to incur substantial expenses related to the Transaction and to the integration of [removed: Discover.][added: Discover, and the expenses may be greater than anticipated due to unexpected events.]

- We may fail to realize all of the anticipated benefits of the [removed: Transaction] [added: Transaction,] or those benefits may take [removed: longer, or be more difficult,] [added: longer] to realize than [removed: expected.][added: expected due to factors that may be outside our control or Discover’s control.]

- [removed: We] [added: While the Transaction is pending, we] will be subject to business uncertainties and contractual restrictions [removed: while the Transaction is pending.][added: that could adversely affect our business and operations.]

- Fluctuations in interest rates [removed: or volatility in the capital markets] could adversely affect our business, results of operations and financial condition.

- We may experience increases [removed: or fluctuations] in delinquencies and credit losses, or we may incorrectly estimate expected losses, which could result in inadequate reserves.

- We face risks related to our operational, technological and organizational [removed: infrastructure.][added: infrastructure.]

- A cyber-attack or other security incident on us or third parties (including their supply chains) with which we conduct business, including an incident that results in the theft, 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.]

- We face risks resulting from the extensive use of [removed: models, AI,] [added: models] and [removed: data.][added: data, as well as from our evolving use of AI.]

- Compliance with new and existing domestic and foreign laws, regulations and regulatory expectations is costly and [removed: complex.][added: complex, and any significant changes may adversely affect our business.]

- Our business, financial condition and results of operations may be adversely affected by [added: legislation, regulation and] merchants’ efforts to reduce the [added: interchange] fees charged by credit and debit card networks to facilitate card [removed: transactions, and by legislation and regulation impacting such fees.][added: transactions.]

- If we are not able to protect our intellectual [removed: property,] [added: property rights, or we violate third-party intellectual property rights,] our revenue and profitability could be negatively affected.

The consummation of the Transaction is contingent upon the satisfaction of a number of conditions, including [removed: stockholder and] regulatory approvals, that may be outside either party’s control and that either party may be unable to satisfy or obtain or which may delay the consummation of the Transaction or result in the imposition of conditions that could reduce the anticipated benefits from the Transaction or cause the parties to abandon the Transaction.

Consummation of the Transaction is contingent upon the satisfaction of a number of conditions, some of which are beyond either party's control, including, [removed: among others:][added: the receipt of the requisite regulatory approvals and the absence of any order, injunction, decree or other legal restraint preventing the completion of the Transaction.]

In addition, the parties can mutually decide to terminate the Merger Agreement at any time, [removed: before] or [removed: after receipt of the requisite approvals by our stockholders or Discover’s stockholders, or] either party may elect to terminate the Merger Agreement in certain other circumstances.

As a condition to granting required regulatory approvals, governmental entities may impose conditions, [removed: limitations] [added: limitations, obligations] or [removed: costs, require divestitures] [added: costs] or place restrictions on our conduct after the closing of the Transaction.

We expect to incur substantial expenses related to the Transaction and to the integration of [removed: Discover.][added: Discover, and the expenses may be greater than anticipated due to unexpected events.]

We have incurred and expect to incur a number of [added: significant non-recurring] costs associated with the Transaction and the integration of Discover.

These costs include [added: legal,] financial advisory, [removed: legal,] accounting, consulting and other advisory fees, severance/employee benefit‐related costs, public company filing fees and other regulatory [removed: fees and] [added: fees,] financial printing and other [added: printing costs and other] related costs.

There are [removed: also] a large number of processes, policies, procedures, operations, technologies and systems that may need to be [removed: integrated.][added: integrated, including purchasing, accounting and finance, payroll, compliance, treasury management, branch operations, vendor management, risk management, lines of business, pricing and benefits.]

While we have assumed that a certain level of costs will be incurred, there are many factors beyond our control that could affect the total amount or the timing of [removed: the integration] [added: these] expenses.

These expenses could, particularly in the near term, exceed the savings that we expect to [removed: achieve from the elimination of duplicative expenses and the realization of economies of scale.]

These [removed: integration] expenses may result in us [removed: taking charges against earnings] [added: recording increased expenses] as a result of the Transaction or the integration of Discover, and the amount and timing of such charges are uncertain at [removed: present.][added: the present and could exceed initial estimates.]

We may fail to realize the anticipated benefits of the proposed Transaction, including, among other things, anticipated revenue and cost synergies, due to factors that may be outside either party’s [removed: control, including, but not limited to, changes in laws or regulations or in the interpretation of existing laws or regulations, whether caused by a change in government or otherwise, or general economic, political, legislative or regulatory conditions, and the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against us (before or after the Transaction) or against Discover.][added: control.]

The success of the Transaction, including anticipated benefits and cost savings, will depend, in part, on our ability to successfully integrate Discover’s operations in a manner that results in various benefits and that does not materially disrupt existing customer relationships or [removed: result in decreased] [added: materially decrease] revenues due to loss of customers, as well as our ability to successfully integrate Discover [added: into our Framework, compliance systems and corporate culture, which we believe will require extensive investment, including to enhance the risk management function at Discover consistent with our risk management standards and those of regulators, as well as to address remediation obligations under existing and possible future regulatory orders.]

Inconsistencies in standards, controls, procedures and policies [added: between us and Discover] could adversely affect us following the completion of the Transaction.

Changes [removed: and] [added: or] instability in the macroeconomic environment may [removed: lead to changes in] [added: impact] payment patterns, [removed: increases or fluctuations in delinquencies and default rates and decrease] consumer [removed: spending.][added: spending, and credit losses.]

A prolonged period of economic weakness, volatility, slow growth, or a significant deterioration in economic conditions, in the [removed: U.S., Canada or the U.K.,] [added: countries in which we operate,] could have a material adverse effect on our financial condition and results of operations as customers or commercial clients default on their loans, maintain lower deposit levels or, in the case of credit card accounts, carry lower balances and reduce credit card purchase activity.

- Monetary policy actions, such as changes to interest rates, taken by the Federal Reserve and other central banks, such as the central banks in the United Kingdom and [removed: Canada;][added: Canada, and a growing fiscal deficit and increase in the U.S. debt to gross domestic product ratio;]

- Geopolitical conflicts or instabilities, such as the war between Ukraine and Russia and the [removed: war between Israel and Hamas,] [added: conflict in the Middle East,] and increased geopolitical tensions between the U.S. and China;

- The effects of [removed: divided government] [added: stalemates] in the [removed: U.S.,] [added: U.S. government,] including government shutdowns whether recurring, prolonged or otherwise, [removed: and] developments related to the U.S. federal debt [removed: ceiling;][added: ceiling, default by the U.S. government on its debt obligations, or related credit-rating downgrades;]

- Lower demand for credit and shifts in consumer behavior, including shifts away from using credit cards, changes in deposit practices, and changes in [removed: and] payment patterns; and

- [removed: Ongoing changes] [added: Changes] in usage of commercial real estate, which may have a sustained negative impact on utilization rates and values.

[removed: Such changes may also decrease the reliability of our internal processes and models, including those we use to estimate our allowance for 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.

See “*We face risks resulting from the extensive use of [removed: models, AI,] [added: models] and [removed: data.*”][added: data, as well as our evolving use of AI.*”]

Fluctuations in interest rates [removed: or volatility in the capital markets] could adversely affect our business, results of operations and financial condition.

Like other financial institutions, our business is sensitive to interest rate [removed: movements and the performance of the capital markets.][added: movements.]

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 [added: factors outside of our control, including] disruptions, uncertainty or volatility in the capital markets.

[removed: Additionally, changes] [added: Changes] in interest rates could adversely affect the results of our operations and financial condition.

[removed: Higher] [added: For example, higher] interest rates [added: may] increase our borrowing costs and may require us to increase the interest we pay on funds deposited with us and may reduce the market value of our securities holdings.

We may also encounter significant difficulties in integrating Discover.

- We may not be able to maintain adequate sources of funding and liquidity to operate our business.

- Fraudulent activity associated with our products could cause our fraud losses to increase, the use of our products to decrease and our brands to suffer reputational damage, all of which could have a material adverse effect on our business.

For additional information concerning these risks, uncertainties and assumptions, please refer to the section entitled “Risk Factors” included in our joint proxy statement/prospectus included in the registration statement declared effective by the SEC on January 6, 2025.

In addition, we will incur integration costs following the completion of the Transaction as we integrate Discover’s business with ours, including facilities and systems consolidation costs and employment-related costs.

achieve from the elimination of duplicative expenses and the realization of economies of scale.

These factors include, but are not limited to, changes in laws or regulations or the implementation or interpretation of laws or regulation due to changes in government or general economic, political, legislative or regulatory conditions.

For example, debit card transactions on three-party networks—comprising the cardholder, merchant and network provider—could become subject to the Federal Reserve’s Regulation II limitation on interchange fees or its prohibition on network exclusivity, and other changes in laws or regulation could impose additional limitations on the fees issuers or networks can charge on debit or credit card transactions or require merchants to be provided an alternative network for transaction routing, any of which may have an adverse effect on our business.

Other factors that may impact our ability to achieve the anticipated benefits of the proposed Transaction include the outcome of any legal or regulatory proceedings that may be currently pending or later instituted against us (before or after completion of the Transaction) or against Discover, including those related to Discover’s card product misclassification issue.

As a result of the Transaction, we will be the legal successor to Discover and as a result we will assume the risks relating to actions that may be currently pending or later instituted against Discover, as well as any ongoing expense in defending and resolving these actions, and may be subject to reputational and other risks associated with Discover’s actions.

The costs of these investments may be greater than anticipated and the benefits thereof may take longer than expected to realize.

An inability to realize the full extent of the anticipated benefits of Transaction, as well as any delays encountered in the integration process, could have an adverse effect on our revenues, levels of expenses and operating results following the completion of the Transaction.

- Fiscal policy actions, such as changes to applicable tax codes;

- Technology-driven disruption of certain industries, such as those due to advances in AI, robotics and cryptocurrency;

Such changes may also decrease the reliability of our internal processes and models, including those we use to estimate our allowance for credit losses,

On the other hand, lower interest rates could also adversely affect our business, results of operations and financial condition.

While higher interest rates generally enhance our ability to grow our net interest income, there are potential risks associated with operating in a higher interest rate environment.

For example, some customers have been and may continue to be less willing or able overall to borrow at higher interest rates.

Higher interest rates also have hindered and may continue to hinder the ability of some borrowers to support required loan payments.

For example, the Company employs various hedging strategies to mitigate the interest rate, foreign exchange, and market risks inherent in many of our assets and liabilities.

The Company’s hedging strategies rely considerably on assumptions and projections regarding our assets and liabilities as well as general market factors.

If any of these assumptions or projections prove to be incorrect or our hedges do not adequately mitigate the impact of changes in interest rates, foreign exchange rates, and other market factors, the Company may experience volatility in our earnings that could adversely affect our profitability and financial condition.

We may not be able to maintain adequate sources of funding and liquidity to operate our business.

We may not be able to maintain adequate sources of funding and liquidity to fund our operations, grow our business, pay our outstanding liabilities and meet regulatory expectations.

In addition, our access to funding sources in amounts adequate to finance our activities on terms that are acceptable to us could be impaired by factors that affect us specifically or the financial services industry or economy generally.

Factors that could detrimentally impact our access to liquidity sources include increases in funding costs, downturns in the geographic markets in which our loans and operations are concentrated, difficulties in credit markets or unforeseen outflows of cash or collateral, including as a result of unusual effects in the market.

Although we have historically been able to meet the liquidity needs of customers as necessary, the ability to do so is not assured, especially if a large number of our depositors seek to withdraw their accounts or if our customers seek significant draws on their credit lines, regardless of the reason.

A failure to maintain adequate liquidity could materially and adversely affect our business, results of operations and financial condition.

See “*We face risks resulting from the extensive use of models and data, as well as our evolving use of AI.*”

For example, high vacancy rates in commercial properties may affect the value of commercial real estate, including by causing the value of properties securing commercial real estate loans to be less than the amounts owed on such loans.

scenarios that are used to annually set our stress capital buffer requirement.

Despite our implementation of various internal and external procedures and security measures, our employees, service providers, partners and other third parties with whom we interact may expose us to certain risks as a result of human error.

For example, errors in processing wire transfers may result in the inadvertent release of funds in incorrect amounts or to incorrect recipients, and we may be unable to recover such funds.

Weakness in our third-party service providers’ processes or controls could impact our ability to deliver products or services to our customers and expose us to compliance and operational risks.

For example, in January 2025, we experienced a multi-day system outage due to a technical issue experienced by FIS, a third-party service provider, which temporarily impacted certain services for some of our customers.

Although we were able to reconnect our systems following restoration of the vendor’s capabilities, there can be no assurance that we will not experience additional system outages in the future as a result of technical issues experienced by our third-party vendors.

Any such service outage, particularly where the vendor is the single source from which we obtain such services, could significantly

disrupt our business or negatively impact the relationship we have with customers that rely on such services..

Any of these parties may attempt to fraudulently induce employees, service providers, customers, partners or other third-party users of our systems or networks to disclose confidential

Similarly, any cyber-attack or other security incident, information or security breach or technology failure that significantly exposes, degrades, destroys or compromises our information systems or networks could adversely impact third parties and the critical infrastructure of the financial services industry, thereby creating additional risk for us.

These risks and the other risks associated with the proposed Transaction will be more fully discussed in the joint proxy statement/prospectus that will be included in the registration statement on Form S-4 that we intend to file with the SEC in connection with the Transaction.

- adoption of the Merger Agreement by Discover’s stockholders;

- approval by our stockholders of the issuance of our common stock to be issued in the Transaction;

- authorization for listing on the NYSE of the shares of our common stock to be issued in the Transaction;

- the receipt of required regulatory approvals;

- effectiveness of the registration statement on Form S-4 to be filed by us in connection with the Transaction; and

- the absence of any order, injunction, decree or other legal restraint preventing the completion of the Transaction.

into our Framework, compliance systems and corporate culture.

If we experience difficulties in the integration process, including those listed above, we may fail to realize the anticipated benefits of the Transaction in a timely manner, or at all.

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

For example, if inflation were to remain elevated or begin to increase, interest rates could increase further.

Additionally, a shrinking yield premium between short-term and long-term market interest rates could adversely impact the rates that we pay on our liabilities and the rates that we earn on our assets and thus affect our profitability.

and remain well capitalized under stress, the Federal Reserve’s modeling, our internal modeling of another scenario or other factors related to our capital management process may reflect a lower capacity to return capital to stockholders than that indicated by the projections released in the stress testing processes.

There can be significant differences in estimated liquidity needs between internal and regulatory stress testing, and liquidity resources required to meet regulatory requirements, such as applicable LCR and NSFR requirements, may exceed what would otherwise be required to satisfy internal liquidity metrics and stress testing.

Business—Supervision and Regulation.”

among other risks, increases the complexity of preventing, detecting and recovering fraudulent transactions.

If we are

There has also been a significant proliferation of

For example, although we immediately fixed the configuration vulnerability that was exploited in the 2019 Cybersecurity Incident once we discovered the unauthorized access, a period of time elapsed between the occurrence of the unauthorized access and the time when we discovered it.

For example, at the federal level, we are subject to the GLBA and the FCRA, among other laws and regulations.

Moreover, legislative changes have been proposed in the U.S. Congress 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.

At the state level, California has enacted the CPRA, and various other states also have enacted or are in the process of enacting state-level privacy, data protection and/or data security laws and regulations, with which we may be required to comply.

Additionally, the Federal Banking Agencies, as well as the SEC and related self‐regulatory organizations, regularly issue guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions.

We also are, or may become, subject to continuously evolving and developing laws and regulations in other jurisdictions regarding privacy, data protection and data security.

For example, in Canada we are subject to the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and may become subject to additional privacy, data protection and data security laws and regulations in Canada, including those which may differ from PIPEDA, if passed.

In addition, subject to

limited exceptions, the EU General Data Protection Regulation (“EU GDPR”) applies EU data protection laws to certain companies processing personal data of individuals in the EU, regardless of the company’s location.

We also are subject to the U.K. General Data Protection Regulation (“U.K. GDPR”), which is how the EU GDPR has been implemented into U.K. law.

In August 2020, we entered into consent orders with the Federal Reserve and the OCC resulting from regulatory reviews of the 2019 Cybersecurity Incident and relating to ongoing enhancements of our cybersecurity and operational risk management processes, and we paid a civil monetary penalty as part of the OCC agreement.

The OCC and the Federal Reserve have since terminated their consent orders.

In January 2021, we also paid a civil monetary penalty assessed by FinCEN against the Bank in connection with AML

violations alleged to have occurred between 2008 and 2014.

Customers

agreements with the Department of Finance Canada to maintain an agreed upon average interchange rate.

strong digital and technology leaders, engineers and other specialized personnel.

See additional risk factors under the heading “Risks Relating to the Acquisition of Discover.”

conduct.

These measures may not prevent

Competition for such senior leaders and employees, and the costs associated with attracting, developing and retaining them, is high and competitive.

[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 Report.

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: 2023] [added: 2024] 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: 2023] [added: 2024] and accompanying notes.

| | | | [removed: 49] [added: 120] | | | Capital One Financial Corporation (COF) | | |

The following table presents selected consolidated financial data and performance metrics for the three-year period ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021.][added: 2022.]

These non-GAAP measures should not be viewed as a substitute for reported results determined in accordance with [removed: U.S. GAAP,] [added: generally accepted accounting principles in the United States of America (“U.S. GAAP”),] nor are they necessarily comparable to non-GAAP measures that may be presented by other companies.

| *(Dollars in millions, except per share data and as noted)* | | | | | | | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] vs. [removed: 2021] [added: 2022] | | |

| Interest income | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 41,938] [added: 46,034] | | | | | $ | [removed: 31,237] [added: 41,938] | | | | | $ | [removed: 25,769] [added: 31,237] | | | | | | | | | | | | | | | | | [removed: 34%] [added: 10%] | | | | | | [removed: 21%] [added: 34%] | | |

| Interest expense | | | | | | | | | | | | | | | | | | | | | | | | [removed: 12,697] [added: 14,826] | | | | | | [removed: 4,123] [added: 12,697] | | | | | | [removed: 1,598] [added: 4,123] | | | | | | | | | | | | | | | | | | [added: 17] | | | | | | [removed: 158] | | |

| Net interest income | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 29,241] [added: 31,208] | | | | | $ | [removed: 27,114] [added: 29,241] | | | | | $ | [removed: 24,171] [added: 27,114] | | | | | | | | | | | | | | | | | [removed: 8] [added: 7] | | | | | | [removed: 12] [added: 8] | | |

| Non-interest income | | | | | | | | | | | | | | | | | | | | | | | | [removed: 7,546] [added: 7,904] | | | | | | [removed: 7,136] [added: 7,546] | | | | | | [removed: 6,264] [added: 7,136] | | | | | | | | | | | | | | | | | | [removed: 6] [added: 5] | | | | | | [removed: 14] [added: 6] | | |

| Total net revenue | | | | | | | | | | | | | | | | | | | | | | | | [removed: 36,787] [added: 39,112] | | | | | | [removed: 34,250] [added: 36,787] | | | | | | [removed: 30,435] [added: 34,250] | | | | | | | | | | | | | | | | | | [removed: 7] [added: 6] | | | | | | [removed: 13] [added: 7] | | |

| Provision [removed: (benefit)] for credit losses | | | | | | | | | | | | | | | | | | | | | | | | [removed: 10,426] [added: 11,716] | | | | | | [removed: 5,847] [added: 10,426] | | | | | | [removed: (1,944)] [added: 5,847] | | | | | | | | | | | | | | | | | | [removed: 78] [added: 12] | | | | | | [added: 78] | | |

| Marketing | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,009] [added: 4,562] | | | | | | [removed: 4,017] [added: 4,009] | | | | | | [removed: 2,871] [added: 4,017] | | | | | | | | | | | | | | | | | | [removed: —] [added: 14] | | | | | | [removed: 40] [added: —] | | |

| Operating expense | | | | | | | | | | | | | | | | | | | | | | | | [removed: 16,307] [added: 16,924] | | | | | | [removed: 15,146] [added: 16,307] | | | | | | [removed: 13,699] [added: 15,146] | | | | | | | | | | | | | | | | | | [removed: 8] [added: 4] | | | | | | [removed: 11] [added: 8] | | |

| Total non-interest expense | | | | | | | | | | | | | | | | | | | | | | | | [removed: 20,316] [added: 21,486] | | | | | | [removed: 19,163] [added: 20,316] | | | | | | [removed: 16,570] [added: 19,163] | | | | | | | | | | | | | | | | | | 6 | | | | | | [removed: 16] [added: 6] | | |

| Income from continuing operations before income taxes | | | | | | | | | | | | | | | | | | | | | | | | [removed: 6,045] [added: 5,910] | | | | | | [removed: 9,240] [added: 6,045] | | | | | | [removed: 15,809] [added: 9,240] | | | | | | | | | | | | | | | | | | [removed: (35)] [added: (2)] | | | | | | [removed: (42)] [added: (35)] | | |

| Income tax provision | | | | | | | | | | | | | | | | | | | | | | | | [removed: 1,158] [added: 1,163] | | | | | | [removed: 1,880] [added: 1,158] | | | | | | [removed: 3,415] [added: 1,880] | | | | | | | | | | | | | | | | | | [removed: (38)] [added: —] | | | | | | [removed: (45)] [added: (38)] | | |

| Income from continuing operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,887] [added: 4,747] | | | | | | [removed: 7,360] [added: 4,887] | | | | | | [removed: 12,394] [added: 7,360] | | | | | | | | | | | | | | | | | | [removed: (34)] [added: (3)] | | | | | | [removed: (41)] [added: (34)] | | |

| Income (loss) from discontinued operations, net of tax | | | | | | | | | | | | | | | | | | | | | | | | [removed: —] [added: 3] | | | | | | — | | | | | | [removed: (4)] [added: —] | | | | | | | | | | | | | | | | | | [removed: —] | | | | | | [added: —] | | |

| Net income | | | | | | | | | | | | | | | | | | | | | | | | [removed: 4,887] [added: 4,750] | | | | | | [removed: 7,360] [added: 4,887] | | | | | | [removed: 12,390] [added: 7,360] | | | | | | | | | | | | | | | | | | [removed: (34)] [added: (3)] | | | | | | [removed: (41)] [added: (34)] | | |

| Dividends and undistributed earnings allocated to participating securities | | | | | | | | | | | | | | | | | | | | | | | | (77) | | | | | | [removed: (88)] [added: (77)] | | | | | | [removed: (105)] [added: (88)] | | | | | | | | | | | | | | | | | | [removed: (13)] [added: —] | | | | | | [removed: (16)] [added: (13)] | | |

| Preferred stock dividends | | | | | | | | | | | | | | | | | | | | | | | | (228) | | | | | | (228) | | | | | | [removed: (274)] [added: (228)] | | | | | | | | | | | | | | | | | | — | | | | | | [removed: (17)] [added: —] | | |

| Net income available to common stockholders | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 4,582] [added: 4,445] | | | | | $ | [removed: 7,044] [added: 4,582] | | | | | $ | [removed: 11,965] [added: 7,044] | | | | | | | | | | | | | | | | | [removed: (35)] [added: (3)] | | | | | | [removed: (41)] [added: (35)] | | |

| Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11.98] [added: 11.60] | | | | | $ | [removed: 17.98] [added: 11.98] | | | | | $ | [removed: 27.05] [added: 17.98] | | | | | | | | | | | | | | | | | [removed: (33)%] [added: (3)%] | | | | | | [removed: (34)%] [added: (33)%] | | |

| Income (loss) from discontinued operations | | | | | | | | | | | | | | | | | | | | | | | | [removed: —] [added: 0.01] | | | | | | — | | | | | | [removed: (0.01)] [added: —] | | | | | | | | | | | | | | | | | | [removed: —] | | | | | | [added: —] | | |

| Net income per basic common share | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11.98] [added: 11.61] | | | | | $ | [removed: 17.98] [added: 11.98] | | | | | $ | [removed: 27.04] [added: 17.98] | | | | | | | | | | | | | | | | | [removed: (33)] [added: (3)] | | | | | | [removed: (34)] [added: (33)] | | |

| Net income from continuing operations | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11.95] [added: 11.58] | | | | | $ | [removed: 17.91] [added: 11.95] | | | | | $ | [removed: 26.95] [added: 17.91] | | | | | | | | | | | | | | | | | [removed: (33)%] [added: (3)%] | | | | | | [removed: (34)%] [added: (33)%] | | |

| Net income per diluted common share | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 11.95] [added: 11.59] | | | | | $ | [removed: 17.91] [added: 11.95] | | | | | $ | [removed: 26.94] [added: 17.91] | | | | | | | | | | | | | | | | | [removed: (33)] [added: (3)] | | | | | | [removed: (34)] [added: (33)] | | |

| Common shares outstanding (period-end, in millions) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 380.4] [added: 381.2] | | | | | | [removed: 381.3] [added: 380.4] | | | | | | [removed: 413.9] [added: 381.3] | | | | | | | | | | | | | | | | | | — | | | | | | [removed: (8)] [added: —] | | |

| Dividends declared and paid per common share | | | | | | | | | | | | | | | | | | | | | | | | $ | 2.40 | | | | | $ | 2.40 | | | | | $ | [removed: 2.60] [added: 2.40] | | | | | | | | | | | | | | | | | — | | | | | | [removed: (8)] [added: —] | | |

| Book value per common share (period-end) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 152.71] [added: 159.44] | | | | | | [removed: 137.90] [added: 152.71] | | | | | | [removed: 147.46] [added: 137.90] | | | | | | | | | | | | | | | | | | [removed: 11] [added: 4] | | | | | | [removed: (6)] [added: 11] | | |

| Tangible book value per common share (period-end)(1) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 99.78] [added: 106.97] | | | | | | [removed: 86.11] [added: 99.78] | | | | | | [removed: 99.74] [added: 86.11] | | | | | | | | | | | | | | | | | | [removed: 16] [added: 7] | | | | | | [removed: (14)] [added: 16] | | |

| | | | [removed: 50] [added: 121] | | | Capital One Financial Corporation (COF) | | |

| Common dividend payout ratio(2) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 20.03%] [added: 20.67%] | | | | | | [removed: 13.35%] [added: 20.03%] | | | | | | [removed: 9.62] [added: 13.35%] | | [removed: %] | | | | | | | | | | | | | | | | [removed: 7] [added: 1] | | | | | | [removed: 4] [added: 7] | | |

| Stock price per common share (period-end) | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 131.12] [added: 178.32] | | | | | $ | [removed: 92.96] [added: 131.12] | | | | | $ | [removed: 145.09] [added: 92.96] | | | | | | | | | | | | | | | | | [removed: 41] [added: 36] | | | | | | [removed: (36)] [added: 41] | | |

| Total market capitalization (period-end) | | | | | | | | | | | | | | | | | | | | | | | | [removed: 49,877] [added: 67,981] | | | | | | [removed: 35,447] [added: 49,877] | | | | | | [removed: 60,047] [added: 35,447] | | | | | | | | | | | | | | | | | | [removed: 41] [added: 36] | | | | | | [removed: (41)] [added: 41] | | |

| Loans held for investment | | | | | | | | | | | | | | | | | | | | | | | | $ | [removed: 311,541] [added: 317,421] | | | | | $ | [removed: 292,238] [added: 311,541] | | | | | $ | [removed: 252,730] [added: 292,238] | | | | | | | | | | | | | | | | | [removed: 7%] [added: 2%] | | | | | | [removed: 16%] [added: 7%] | | |

| Interest-earning assets | | | | | | | | | | | | | | | | | | | | | | | | [removed: 441,238] [added: 453,481] | | | | | | [removed: 406,646] [added: 441,238] | | | | | | [removed: 389,336] [added: 406,646] | | | | | | | | | | | | | | | | | | [removed: 9] [added: 3] | | | | | | [removed: 4] [added: 9] | | |

| Total assets | | | | | | | | | | | | | | | | | | | | | | | | [removed: 467,807] [added: 480,451] | | | | | | [removed: 440,538] [added: 467,807] | | | | | | [removed: 424,521] [added: 440,538] | | | | | | | | | | | | | | | | | | [removed: 6] [added: 3] | | | | | | [removed: 4] [added: 6] | | |

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

| *(Dollars in millions, except per share data and as noted)* | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | | | | | | | | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

See “Supplemental Table—Table B—Reconciliation of Non-GAAP Measures” for additional information on non-GAAP measures.

See “Supplemental Table—Table B—Reconciliation of Non-GAAP Measures” for additional information on non-GAAP measures.

See “Capital Management” for additional information.

The changes in our financial condition and credit performance are generally based on our financial condition and credit performance as of December 31, 2024 compared to December 31, 2023.

◦Higher provision for credit losses primarily driven by higher net charge-offs in our domestic credit card loan portfolio, including the impacts of the elimination of loss sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.

◦Higher non-interest expense primarily driven by growth in our Credit Card business, including increased marketing spend.

◦Higher net-interest income primarily driven by higher average loan balances and margins in our credit card loan portfolio, including the impacts of the elimination of revenue sharing provisions due to the Walmart Program Termination, partially offset by higher rates paid on interest-bearing deposits.

*◦*Our net charge-off rate increased by 69 basis points (“bps”) to 3.39% in 2024 compared to 2023.

*◦*Our 30+ day delinquency rate remained substantially flat at 3.98% as of December 31, 2024 compared to 3.99% as of December 31, 2023.

| Net interest margin(6) | | | | | | | | | | | | | | | | | | 6.88 | | % | | | | | | | | | | | | | | | | 6.63% | | | | | | | | | | | | | | | | | | 6.67 | | % |

(5)Includes amounts related to entities that provide capital to low-income and rural communities of $2.0 billion, $1.8 billion and $1.7 billion in 2024, 2023 and 2022, respectively.

Related interest expense was $31 million, $32 million and $29 million for 2024, 2023 and 2022, respectively.

(6) The Walmart Program Termination increased net interest margin by 13 bps in 2024.

Our total company cumulative interest-bearing deposit beta for the rising rate cycle peaked at 62% in the second quarter of 2024 before the federal funds rate began to decrease.

As of December 31, 2024, our total company cumulative deposit beta for the falling rate cycle was 11% as our total company deposit rate decreased as the federal funds rate decreased.

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

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Non-interest income increased by $358 million to $7.9 billion in 2024 compared to 2023 primarily driven by higher capital markets activity in our Commercial Banking business and growth in our Credit Card business.

Our provision for credit losses increased by $1.3 billion to $11.7 billion in 2024 as compared to 2023 driven by higher net charge-offs in our domestic credit card loan portfolio, including the impacts of the elimination of loss sharing provisions due to the Walmart Program Termination, partially offset by a lower allowance build.

Non-interest expense increased by $1.2 billion to $21.5 billion in the year ended 2024 compared to 2023, primarily driven by growth in our Credit Card business, including increased marketing spend.

For the year ended December 31, 2024, we have incurred $234 million of integration expenses related to the Transaction, primarily driven by professional services, which are included within operating expense in our consolidated statements of income.

Total assets increased by $11.7 billion to $490.1 billion as of December 31, 2024 from December 31, 2023 primarily driven by higher loans held for investment and securities available for sale balances.

Total liabilities increased by $9.0 billion to $429.4 billion as of December 31, 2024 from December 31, 2023 primarily driven by deposit growth due to our national consumer banking strategy, partially offset by net maturities and paydowns of our securitized debt obligations.

Stockholders’ equity increased by $2.7 billion to $60.8 billion as of December 31, 2024 from December 31, 2023 primarily driven by net income of $4.8 billion, partially offset by stock dividends and an increase in accumulated other comprehensive loss.

| Total | | | | | | $ | 327,775 | | | | | $ | (16,258) | | | | | $ | 311,517 | | | | | $ | 320,472 | | | | | $ | (15,296) | | | | | $ | 305,176 | |

Total deposits increased by $14.3 billion to $362.7 billion as of December 31, 2024 from December 31, 2023 primarily driven by our national consumer banking strategy, partially offset by maturities in brokered deposits.

We estimate our uninsured amounts based on methodologies and assumptions used for our “Consolidated Reports of Condition and Income” (FFIEC 031) filed with the Federal Banking Agencies, adjusted to exclude intercompany balances and cash collateral received on certain derivative contracts which are not presented within deposits on our consolidated balance sheet.

Securitized debt obligations decreased by $3.8 billion to $14.3 billion as of December 31, 2024 from December 31, 2023 primarily driven by net maturities of securitized debt obligations.

Other debt decreased by $526 million to $31.3 billion as of December 31, 2024 from December 31, 2023 primarily driven by net maturities of unsecured senior debt.

Financial Statements and Supplementary Data—Note 16—Income Taxes.”

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 and integration expenses related to the Transaction.

Financial Statements and Supplementary Data—Note 18—Business Segments and Revenue from Contracts with Customers.”

| *(Dollars in millions, except as noted)* | | | | | | | | | | | | | | | | | | | | | | | | 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | | | | | 2023 vs. 2022 | | |

- *Net Interest Income:* Net interest income increased by $2.4 billion to $22.1 billion in 2024 primarily driven by higher average loan balances and margins, including the impacts of the elimination of revenue sharing provisions due to the Walmart Program Termination.

Please review “Part I—Item 1.

[Table of](#i77d9e0c4d48548a3a6e5088a72ae9ae9_16) [Contents](#i77d9e0c4d48548a3a6e5088a72ae9ae9_16)

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

Not meaningful.

Upon closing, each share of Discover common stock will be exchanged for 1.0192 shares of our common stock.

The closing of the Transaction is subject to the satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by our stockholders and the stockholders of Discover.

See the “Agreement to Acquire Discover” section in “Part I—Item 1.

Business—Overview” for additional information.

Discussions of our performance for 2022 compared to 2021 can be found in “Part II—Item 7.

◦Higher provision for credit losses primarily driven by growth and continued credit normalization in our domestic credit card loan portfolio.

◦Higher non-interest expense primarily driven by increased salaries and associate benefits, the $289 million FDIC special assessment related to certain regional bank failures and the absence of $177 million insurance recoveries net of legal reserve activity received in 2022, partially offset by lower professional services.

◦Our 30+ day delinquency rate increased by 78 bps to 3.99% as of December 31, 2023 from December 31, 2022 primarily driven by higher delinquency inventories in our credit card loan portfolio.

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

| Net interest margin | | | | | | | | | | | | | | | | | | 6.63 | | % | | | | | | | | | | | | | | | | 6.67% | | | | | | | | | | | | | | | | | | 6.21 | | % |

approximately $74 million in 2023, 2022 and 2021, with corresponding reductions to the Other category.

Net interest margin decreased by 4 bps to 6.63% in 2023 compared to 2022 primarily driven by higher rates paid on interest-bearing deposits, partially offset by higher asset yields and growth in our credit card loan portfolio.

Our cumulative deposit beta increased to 60% as of December 31, 2023, from 35% as of December 31, 2022 primarily driven by product mix shifts toward higher rate products, deposit pricing lags catching up to earlier increases in market interest rates and competition.

We define cumulative deposit beta as the ratio of changes in the rate paid on our interest-bearing deposits to the increases in the upper limit of the federal funds rate during the current rising interest rate cycle.

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

Non-interest income increased by $410 million to $7.5 billion in 2023 compared to 2022, primarily driven by higher treasury income due to higher interest rates and higher net interchange fees due to an increase in purchase volume.

Non-interest expense increased by $1.2 billion to $20.3 billion in the year ended 2023 compared to 2022, primarily driven by increased salaries and associate benefits, the $289 million FDIC special assessment related to certain regional bank failures and the absence of $177 million insurance recoveries net of legal reserve activity received in 2022, partially offset by lower professional services.

Total assets increased by $23.2 billion to $478.5 billion as of December 31, 2023 from December 31, 2022 primarily driven by increases in our cash balances as we continue to hold elevated levels of liquidity given the market volatility and growth in our credit card loan portfolio.

Stockholders’ equity increased by $5.5 billion to $58.1 billion as of December 31, 2023 from December 31, 2022 primarily driven by net income of $4.9 billion.

See “Item 8.

| Total | | | | | | $ | 320,472 | | | | | $ | (15,296) | | | | | $ | 305,176 | | | | | $ | 312,331 | | | | | $ | (13,240) | | | | | $ | 299,091 | |

Total deposits increased by $15.4 billion to $348.4 billion as of December 31, 2023 from December 31, 2022 primarily driven by our national banking strategy, which includes our national brand and marketing strategy, cafés, and tech / digital investments, which have enabled us to both deepen and grow our overall customer base.

Securitized debt obligations increased by $1.1 billion to $18.0 billion as of December 31, 2023 from December 31, 2022 primarily driven by net issuances in our credit card and auto securitization programs.

Other debt remained substantially flat at $31.8 billion as of December 31, 2023 compared to December 31, 2022.

- *Net Interest Income:* Net interest income increased by $3.1 billion to $19.7 billion in 2023 primarily driven by higher average loan balances and margins.

- *Non-Interest Income:* Non-interest income increased by $169 million to $5.9 billion in 2023 due to higher net interchange fees due to an increase in purchase volume and gains on our deferred compensation plan investments, partially offset by the absence of a $192 million gain on the sale of partnership loan portfolios in 2022.

- *Provision for Credit Losses:* Provision for credit losses increased by $4.4 billion to $8.7 billion in 2023 primarily driven by loan growth and continued credit normalization.

- *Non-Interest Expense:* Non-interest expense increased by $863 million to $12.5 billion in 2023 primarily driven by increased operating expenses, including salaries and associate benefits.

*•*The net charge-off rate increased by 204 bps to 4.57% in 2023 compared to 2022 primarily driven by higher net charge-offs in our domestic credit card loan portfolio.

*•*The 30+ day delinquency rate increased by 116 bps to 4.62% as of December 31, 2023 from December 31, 2022 primarily driven by higher delinquency inventories.

| Average yield on loans(2) | | | | | | | | | | | | | | | | | | | | | | | | 18.46 | | % | | | | 16.07 | | % | | | | 14.49% | | | | | | 239bps | | | | | | 158 | | bps |

Not meaningful

- Higher provision for credit losses primarily driven by loan growth and continued credit normalization.

- Higher non-interest expense primarily driven by increased operating expenses, including salaries and associate benefits.

| | | | [removed: 120] [added: 223] | | | Capital One Financial Corporation (COF) | | |

| [removed: [Item](#i77d9e0c4d48548a3a6e5088a72ae9ae9_334) [8](#i77d9e0c4d48548a3a6e5088a72ae9ae9_334)[.] [added: [Item 8.] Financial Statements and Supplementary [removed: Data](#i77d9e0c4d48548a3a6e5088a72ae9ae9_334)] [added: Data](#i288d751e91db44a88fdecf3956dfcf14_364)] | | | | | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting](#i77d9e0c4d48548a3a6e5088a72ae9ae9_340)] [added: Reporting](#i288d751e91db44a88fdecf3956dfcf14_370)] | | | [removed: [122](#i77d9e0c4d48548a3a6e5088a72ae9ae9_340)] [added: [131](#i288d751e91db44a88fdecf3956dfcf14_370)] | | |

| [Report of Independent Registered Public Accounting Firm on Internal Control Over Financial [removed: Reporting](#i77d9e0c4d48548a3a6e5088a72ae9ae9_343)] [added: Reporting](#i288d751e91db44a88fdecf3956dfcf14_373)] (PCAOB ID 42) | | | [removed: [123](#i77d9e0c4d48548a3a6e5088a72ae9ae9_343)] [added: [132](#i288d751e91db44a88fdecf3956dfcf14_373)] | | |

| [Report of Independent Registered Public Accounting Firm on the Consolidated Financial [removed: Statements](#i77d9e0c4d48548a3a6e5088a72ae9ae9_346)] [added: Statements](#i288d751e91db44a88fdecf3956dfcf14_376)] (PCAOB ID 42) | | | [removed: [124](#i77d9e0c4d48548a3a6e5088a72ae9ae9_346)] [added: [133](#i288d751e91db44a88fdecf3956dfcf14_376)] | | |

[removed: | [Consolidated Financial Statements](#i77d9e0c4d48548a3a6e5088a72ae9ae9_349) | | | [127](#i77d9e0c4d48548a3a6e5088a72ae9ae9_349) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [Consolidated Statements of Comprehensive [removed: Income](#i77d9e0c4d48548a3a6e5088a72ae9ae9_355)] [added: Income](#i288d751e91db44a88fdecf3956dfcf14_385)] | | | [removed: [128](#i77d9e0c4d48548a3a6e5088a72ae9ae9_355)] [added: [136](#i288d751e91db44a88fdecf3956dfcf14_385)] | | |

| [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i77d9e0c4d48548a3a6e5088a72ae9ae9_364)] [added: Equity](#i288d751e91db44a88fdecf3956dfcf14_394)] | | | [removed: [130](#i77d9e0c4d48548a3a6e5088a72ae9ae9_364)] [added: [138](#i288d751e91db44a88fdecf3956dfcf14_394)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i77d9e0c4d48548a3a6e5088a72ae9ae9_370)] [added: Flows](#i288d751e91db44a88fdecf3956dfcf14_400)] | | | [removed: [131](#i77d9e0c4d48548a3a6e5088a72ae9ae9_370)] [added: [139](#i288d751e91db44a88fdecf3956dfcf14_400)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i77d9e0c4d48548a3a6e5088a72ae9ae9_376)] [added: Statements](#i288d751e91db44a88fdecf3956dfcf14_406)] | | | [removed: [133](#i77d9e0c4d48548a3a6e5088a72ae9ae9_376)] [added: [141](#i288d751e91db44a88fdecf3956dfcf14_406)] | | |

| [Note 1—Summary of Significant Accounting [removed: Policies](#i77d9e0c4d48548a3a6e5088a72ae9ae9_376)] [added: Policies](#i288d751e91db44a88fdecf3956dfcf14_406)] | | | [removed: [133](#i77d9e0c4d48548a3a6e5088a72ae9ae9_376)] [added: [141](#i288d751e91db44a88fdecf3956dfcf14_406)] | | |

| [removed: [Note 2—Investment Securities](#i77d9e0c4d48548a3a6e5088a72ae9ae9_379) | | | [148](#i77d9e0c4d48548a3a6e5088a72ae9ae9_379)] [added: NOTE 3—INVESTMENT SECURITIES] | | |

| [removed: [Note 3—Loans](#i77d9e0c4d48548a3a6e5088a72ae9ae9_385) | | | [151](#i77d9e0c4d48548a3a6e5088a72ae9ae9_385)] [added: NOTE 4—LOANS] | | |

| [removed: [Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments](#i77d9e0c4d48548a3a6e5088a72ae9ae9_415) | | | [164](#i77d9e0c4d48548a3a6e5088a72ae9ae9_415)] [added: NOTE 5—ALLOWANCE FOR CREDIT LOSSES AND RESERVE FOR UNFUNDED LENDING COMMITMENTS] | | |

| [removed: [Note 5—Variable Interest Entities and Securitizations](#i77d9e0c4d48548a3a6e5088a72ae9ae9_418) | | | [168](#i77d9e0c4d48548a3a6e5088a72ae9ae9_418)] [added: NOTE 6—VARIABLE INTEREST ENTITIES AND SECURITIZATIONS] | | |

| [removed: [Note 6—Goodwill and Other Intangible Assets](#i77d9e0c4d48548a3a6e5088a72ae9ae9_421) | | | [172](#i77d9e0c4d48548a3a6e5088a72ae9ae9_421)] [added: NOTE 7—GOODWILL AND OTHER INTANGIBLE ASSETS] | | |

| [removed: [Note 7—Premises,] [added: [Note](#i288d751e91db44a88fdecf3956dfcf14_463) [8](#i288d751e91db44a88fdecf3956dfcf14_463)[—Premises,] Equipment and [removed: Lease](#i77d9e0c4d48548a3a6e5088a72ae9ae9_424)s] [added: Lease](#i288d751e91db44a88fdecf3956dfcf14_463)s] | | | [removed: [175](#i77d9e0c4d48548a3a6e5088a72ae9ae9_424)] [added: [185](#i288d751e91db44a88fdecf3956dfcf14_463)] | | |

| [removed: [Note](#i77d9e0c4d48548a3a6e5088a72ae9ae9_427) [8](#i77d9e0c4d48548a3a6e5088a72ae9ae9_427)[—Deposits and Borrowings](#i77d9e0c4d48548a3a6e5088a72ae9ae9_427) | | | [177](#i77d9e0c4d48548a3a6e5088a72ae9ae9_427)] [added: NOTE 9—DEPOSITS AND BORROWINGS] | | |

| [removed: [Note](#i77d9e0c4d48548a3a6e5088a72ae9ae9_430) [9](#i77d9e0c4d48548a3a6e5088a72ae9ae9_430)[—Derivative Instruments and Hedging Activities](#i77d9e0c4d48548a3a6e5088a72ae9ae9_430) | | | [179](#i77d9e0c4d48548a3a6e5088a72ae9ae9_430)] [added: NOTE 10—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES] | | |

| [removed: [Note](#i77d9e0c4d48548a3a6e5088a72ae9ae9_433) [10](#i77d9e0c4d48548a3a6e5088a72ae9ae9_433)[—Stockholders’ Equity](#i77d9e0c4d48548a3a6e5088a72ae9ae9_433) | | | [188](#i77d9e0c4d48548a3a6e5088a72ae9ae9_433)] [added: NOTE 11—STOCKHOLDERS’ EQUITY] | | |

| [removed: [Note 11—Regulatory and Capital Adequacy](#i77d9e0c4d48548a3a6e5088a72ae9ae9_436) | | | [191](#i77d9e0c4d48548a3a6e5088a72ae9ae9_436)] [added: NOTE 12—REGULATORY AND CAPITAL ADEQUACY] | | |

| [removed: [Note 1](#i77d9e0c4d48548a3a6e5088a72ae9ae9_439)[2](#i77d9e0c4d48548a3a6e5088a72ae9ae9_439)[—Earnings Per Common Share](#i77d9e0c4d48548a3a6e5088a72ae9ae9_439) | | | [193](#i77d9e0c4d48548a3a6e5088a72ae9ae9_439)] [added: NOTE 13—EARNINGS PER COMMON SHARE] | | |

| [removed: [Note 13—Stock-Based Compensation Plans](#i77d9e0c4d48548a3a6e5088a72ae9ae9_442) | | | [194](#i77d9e0c4d48548a3a6e5088a72ae9ae9_442)] [added: NOTE 14—STOCK-BASED COMPENSATION PLANS] | | |

| [removed: [Note 14—Employee Benefit Plans](#i77d9e0c4d48548a3a6e5088a72ae9ae9_457) | | | [196](#i77d9e0c4d48548a3a6e5088a72ae9ae9_457)] [added: NOTE 15—EMPLOYEE BENEFIT PLANS] | | |

| [removed: [Note 15—Income Taxes](#i77d9e0c4d48548a3a6e5088a72ae9ae9_445) | | | [198](#i77d9e0c4d48548a3a6e5088a72ae9ae9_445)] [added: NOTE 16—INCOME TAXES] | | |

| [removed: [Note 1](#i77d9e0c4d48548a3a6e5088a72ae9ae9_448)[6](#i77d9e0c4d48548a3a6e5088a72ae9ae9_448)[—Fair Value Measurement](#i77d9e0c4d48548a3a6e5088a72ae9ae9_448) | | | [202](#i77d9e0c4d48548a3a6e5088a72ae9ae9_448)] [added: NOTE 17—FAIR VALUE MEASUREMENT] | | |

| [removed: [Note 1](#i77d9e0c4d48548a3a6e5088a72ae9ae9_454)[7](#i77d9e0c4d48548a3a6e5088a72ae9ae9_454)[—Business Segments and Revenue from Contracts with Customers](#i77d9e0c4d48548a3a6e5088a72ae9ae9_454) | | | [211](#i77d9e0c4d48548a3a6e5088a72ae9ae9_454)] [added: NOTE 18—BUSINESS SEGMENTS AND REVENUE FROM CONTRACTS WITH CUSTOMERS] | | |

| [removed: [Note 1](#i77d9e0c4d48548a3a6e5088a72ae9ae9_460)[8](#i77d9e0c4d48548a3a6e5088a72ae9ae9_460)[—Commitments, Contingencies, Guarantees and Others](#i77d9e0c4d48548a3a6e5088a72ae9ae9_460) | | | [216](#i77d9e0c4d48548a3a6e5088a72ae9ae9_460)] [added: NOTE 19—COMMITMENTS, CONTINGENCIES, GUARANTEES AND OTHERS] | | |

| [removed: [Note 19—Capital One Financial Corporation (Parent Company Only)](#i77d9e0c4d48548a3a6e5088a72ae9ae9_463) | | | [220](#i77d9e0c4d48548a3a6e5088a72ae9ae9_463)] [added: NOTE 20—CAPITAL ONE FINANCIAL CORPORATION (PARENT COMPANY ONLY)] | | |

| [removed: [Note 20—Related Party Transactions](#i77d9e0c4d48548a3a6e5088a72ae9ae9_466) | | | [222](#i77d9e0c4d48548a3a6e5088a72ae9ae9_466)] [added: NOTE 21—RELATED PARTY TRANSACTIONS] | | |

| | | | [removed: 121] [added: 224] | | | Capital One Financial Corporation (COF) | | |

Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

| | | | [removed: 122] [added: 225] | | | Capital One Financial Corporation (COF) | | |

We have audited Capital One Financial Corporation’s internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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 the Company as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] and the related notes and our report dated February [removed: 22, 2024] [added: 20, 2025] expressed an unqualified opinion thereon.

| | | | [removed: 123] [added: 226] | | | Capital One Financial Corporation (COF) | | |

| [Consolidated Financial Statements](#i288d751e91db44a88fdecf3956dfcf14_379) | | | [135](#i288d751e91db44a88fdecf3956dfcf14_379) | | |

| [Consolidated Statements of Income](#i288d751e91db44a88fdecf3956dfcf14_382) | | | [135](#i288d751e91db44a88fdecf3956dfcf14_382) | | |

| [Consolidated Balance Sheets](#i288d751e91db44a88fdecf3956dfcf14_388) | | | [137](#i288d751e91db44a88fdecf3956dfcf14_388) | | |

| [Note 2—Business Combinations](#i288d751e91db44a88fdecf3956dfcf14_409) | | | [156](#i288d751e91db44a88fdecf3956dfcf14_409) | | |

| February 20, 2025 | | |

| February 20, 2025 | | |

| February 20, 2025 | | |

| Income from discontinued operations | | | | | | | | | | | | | | | | | | 0.01 | | | | | | 0.00 | | | | | | 0.00 | | |

| Cumulative effects of accounting standards adoption(4) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (25) | | | | | | | | | | | | | | | | | | (25) | | |

| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 4,750 | | | | | | (1,018) | | | | | | | | | | | | 3,732 | | |

| Dividends—common stock(1) | | | | | | | | | | | | | | | | | | 38,319 | | | | | | 0 | | | | | | 5 | | | | | | (937) | | | | | | | | | | | | | | | | | | (932) | | |

| Purchases of treasury stock | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (734) | | | | | | (734) | | |

| Balance as of December 31, 2024 | | | | | | 4,975,000 | | | | | | $ | 0 | | | | | 702,224,674 | | | | | | $ | 7 | | | | | $ | 36,428 | | | | | $ | 64,505 | | | | | $ | (9,286) | | | | | $ | (30,870) | | | | | $ | 60,784 | |

(4)Impact from the adoption of ASU 2023-02, *Investments - Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method* as of January 1, 2024.

The Company is hereafter collectively referred to as “we,” “us” or “our.” CONA is referred to as the “Bank.”

type, however, fair value may be determined on an individual basis when circumstances warrant.

See “Note 4—Loans” for additional information on our loan modifications and restructurings.

See “Note 8—Premises, Equipment and Leases” for additional information.

See “Note 7—Goodwill and Other Intangible Assets” for additional information.

| Tax Credit Investments ASU No. 2023-02, Investments - Equity Method and Joint Ventures (Topic 323): *Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method* *Issued March 2023* | | | | | | Permits entities to elect to account for their tax equity investments, regardless of the tax credit program from which the income tax credits are received, using the proportional amortization method, if certain criteria are met. Previously, only Low-Income Housing Tax Credit investments were eligible for application of the proportional amortization method. | | | | | | We adopted this standard on its effective date of January 1, 2024 using a modified retrospective transition method, which results in a cumulative-effect adjustment to retained earnings in the period of adoption. Our adoption of this standard did not have a material impact on our consolidated financial statements. See “Consolidated Statements of Changes in Stockholders’ Equity” and “Note 6—Variable Interest Entities and Securitizations” for additional disclosures. | | |

| Segment Reporting Disclosures ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures *Issued November 2023* | | | | | | Requires disclosure of incremental segment information on an annual and interim basis. | | | | | | We adopted this standard as of December 31, 2024 using a retrospective transition method. See “Note 18—Business Segments and Revenue from Contracts with Customers” for additional disclosures. | | |

| NOTE 2—BUSINESS COMBINATIONS | | |

On February 18, 2025, Capital One and Discover each held a special meeting of their respective stockholders.

During the respective meetings, Capital One stockholders approved by the requisite vote the issuance of Capital One common stock as merger consideration to the holders of Discover common stock, and Discover stockholders adopted by the requisite vote the Merger Agreement.

For the year ended December 31, 2024, we have incurred $234 million of integration expenses related to the agreement to acquire Discover, which are included in operating expenses in our Consolidated Statements of Income.

| | | | | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Agency | | | | | | 74,177 | | | | | | 0 | | | | | | 57 | | | | | | (9,527) | | | | | | 64,707 | | |

| Total RMBS | | | | | | 74,744 | | | | | | (4) | | | | | | 121 | | | | | | (9,533) | | | | | | 65,328 | | |

| Agency CMBS | | | | | | 8,389 | | | | | | 0 | | | | | | 17 | | | | | | (581) | | | | | | 7,825 | | |

| | | | | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Agency | | | | | | 11,324 | | | | | | (178) | | | | | | 48,707 | | | | | | (9,349) | | | | | | 60,031 | | | | | | (9,527) | | |

| Total RMBS | | | | | | 11,327 | | | | | | (178) | | | | | | 48,718 | | | | | | (9,350) | | | | | | 60,045 | | | | | | (9,528) | | |

| Agency CMBS | | | | | | 700 | | | | | | (7) | | | | | | 5,677 | | | | | | (574) | | | | | | 6,377 | | | | | | (581) | | |

cost of each security, inclusive of the contractual coupon, the impact of any premium amortization or discount accretion and any hedge accounting relationships.

| | | | | | | December 31, 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| U.S. Treasury securities | | | | | | $ | 2,995 | | | | | $ | 1,445 | | | | | $ | 1,670 | | | | | $ | 0 | | | | | $ | 6,110 | |

| Agency | | | | | | 0 | | | | | | 68 | | | | | | 1,133 | | | | | | 63,506 | | | | | | 64,707 | | |

| Non-agency | | | | | | 0 | | | | | | 0 | | | | | | 16 | | | | | | 605 | | | | | | 621 | | |

| Total RMBS | | | | | | 0 | | | | | | 68 | | | | | | 1,149 | | | | | | 64,111 | | | | | | 65,328 | | |

| Agency CMBS(1) | | | | | | 633 | | | | | | 2,621 | | | | | | 2,608 | | | | | | 1,963 | | | | | | 7,825 | | |

| | | | | | | | | |

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

| [Consolidated Statements of Income](#i77d9e0c4d48548a3a6e5088a72ae9ae9_352) | | | [127](#i77d9e0c4d48548a3a6e5088a72ae9ae9_352) | | |

| [Consolidated Balance Sheets](#i77d9e0c4d48548a3a6e5088a72ae9ae9_358) | | | [129](#i77d9e0c4d48548a3a6e5088a72ae9ae9_358) | | |

| February 22, 2024 | | |

| | | | | | | Goodwill Impairment Assessment | | |

| *Description of the Matter* | | | | | | At December 31, 2023, the Company’s goodwill was $15.1 billion recorded across four reporting units, of which $5.1 billion related to the commercial banking reporting unit. As more fully described in Note 1 and Note 6 of the consolidated financial statements, goodwill is tested for impairment at least annually at the reporting unit level by comparing the fair value of the reporting unit to its carrying value. Management uses a discounted cash flow analysis (DCF) to calculate the fair value of its reporting units. Auditing the annual goodwill impairment test for the commercial banking reporting unit was especially challenging, and highly judgmental due to the estimation uncertainty involved in determining the fair value of the reporting unit. The fair value estimate and resulting goodwill impairment determination are impacted by various significant assumptions, including prospective financial information (PFI). These PFI assumptions require management to make judgments about future loan and deposit growth, revenue and expenses, and credit losses. Management utilizes a financial forecasting process to estimate the PFI and an estimation process to determine the appropriate discount rates. | | |

| *How We Addressed the Matter in Our Audit* | | | | | | We obtained an understanding, evaluated the design, and tested the operating effectiveness of the internal controls over the Company’s PFI forecasting process and management’s goodwill impairment assessment process, including controls over the determination of significant assumptions. To test management’s annual goodwill impairment assessment for the commercial banking reporting unit, we evaluated certain of management’s PFI assumptions with historical performance (e.g., trend analysis), current industry and economic trends, changes in the Company’s strategies, and the customer base or product mix. We also evaluated the consistency of the PFI by comparing the projections to other analyses used within the organization and inquiries performed of senior management regarding strategic plans for the reporting unit. We compared prior year forecasts to current year actual performance, as well as fourth quarter 2023 forecasts to actual fourth quarter 2023 results. We performed sensitivity analyses related to the significant assumptions to evaluate the change in the fair value of the reporting unit resulting from changes in the assumptions. Our audit response also included involving EY valuation specialists who assisted in assessing the Company’s DCF methodology, testing of the significant assumptions, developing an independent estimate of the fair value of the commercial banking reporting unit and comparing the result to the Company’s fair value estimate, and evaluating the total fair value of the Company’s reporting units through comparison to the Company’s market capitalization and analysis of the resulting control premium to applicable market transactions. | | |

| Issuance cost for redeemed preferred stock | | | | | | | | | | | | | | | | | | 0 | | | | | | 0 | | | | | | (46) | | |

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

| Balance as of December 31, 2020 | | | | | | 4,975,000 | | | | | | $ | 0 | | | | | 679,932,837 | | | | | | $ | 7 | | | | | $ | 33,480 | | | | | $ | 40,088 | | | | | $ | 3,494 | | | | | $ | (16,865) | | | | | $ | 60,204 | |

| Comprehensive income (loss) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 12,390 | | | | | | (3,120) | | | | | | | | | | | | 9,270 | | |

| Dividends—common stock(1) | | | | | | | | | | | | | | | | | | 28,410 | | | | | | 0 | | | | | | 4 | | | | | | (1,152) | | | | | | | | | | | | | | | | | | (1,148) | | |

| 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) | | |

| Redemptions | | | | | | 0 | | | | | | 0 | | | | | | (2,100) | | |

| Non-cash items: | | | | | | | | | | | | | | | | | | | | |

| Net transfers from loans held for investment to loans held for sale | | | | | | $ | 1,195 | | | | | $ | 697 | | | | | $ | 4,843 | |

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.

The

supranational organizations.

are accounted for under the fair value option.

The ASU eliminates the accounting guidance for troubled debt restructurings, and establishes disclosure requirements for certain loan refinancings and restructurings for borrowers experiencing financial difficulty.

We provide information on modified loans, including the performance of those loans subsequent to modification, in “Note 3—Loans.”

| Modified Borrowings Experiencing Financial Difficulty and Vintage Disclosures ASU No. 2022-02, Financial Instruments - Credit Losses (Topic 326): *Troubled Debt Restructurings and Vintage Disclosures* *Issued March 2022* | | | | | | Eliminates accounting guidance for troubled debt restructurings (“TDRs”) by creditors, and enhances disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Requires an entity to disclose current-period gross write-offs by year of origination for financing receivables and net investments in leases. | | | | | | We adopted this guidance in the first quarter of 2023 using a modified retrospective adoption method, which results in a cumulative-effect adjustment to retained earnings in the period of adoption and prospective application of the enhanced disclosure requirements. Our adoption of this standard did not have a material impact on our consolidated financial statements. See “Note 3—Loans” and “Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments” for additional disclosures. | | |

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

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

| Agency CMBS | | | | | | 8,626 | | | | | | 0 | | | | | | 4 | | | | | | (760) | | | | | | 7,870 | | |

__________

| Agency | | | | | | 23,271 | | | | | | (1,809) | | | | | | 36,803 | | | | | | (7,604) | | | | | | 60,074 | | | | | | (9,413) | | |

| Total RMBS | | | | | | 23,285 | | | | | | (1,810) | | | | | | 36,806 | | | | | | (7,604) | | | | | | 60,091 | | | | | | (9,414) | | |

| Agency CMBS | | | | | | 4,325 | | | | | | (267) | | | | | | 3,214 | | | | | | (493) | | | | | | 7,539 | | | | | | (760) | | |

| Other securities | | | | | | 555 | | | | | | (7) | | | | | | 76 | | | | | | (3) | | | | | | 631 | | | | | | (10) | | |

| U.S. Treasury securities | | | | | | $ | 1,927 | | | | | $ | 3,355 | | | | | $ | 0 | | | | | $ | 0 | | | | | $ | 5,282 | |

| Agency | | | | | | 1 | | | | | | 107 | | | | | | 1,123 | | | | | | 61,717 | | | | | | 62,948 | | |

| Non-agency | | | | | | 0 | | | | | | 0 | | | | | | 5 | | | | | | 685 | | | | | | 690 | | |

| Total RMBS | | | | | | 1 | | | | | | 107 | | | | | | 1,128 | | | | | | 62,402 | | | | | | 63,638 | | |

| Agency CMBS(1) | | | | | | 259 | | | | | | 2,623 | | | | | | 3,502 | | | | | | 1,939 | | | | | | 8,323 | | |

| Amortized cost of securities available for sale | | | | | | $ | 2,491 | | | | | $ | 7,840 | | | | | $ | 5,038 | | | | | $ | 72,694 | | | | | $ | 88,063 | |

As of December 31, [removed: 2023,] [added: 2024,] Capital One Financial Corporation’s principal operating subsidiary was Capital One, National Association (“CONA”).

References to “this Report” or our [removed: “2023] [added: “2024] Form 10-K” or [removed: “2023] [added: “2024] Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023.][added: 2024.]

All references to [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] refer to our fiscal years ended, or the dates, as the context requires, December 31, [removed: 2023,] [added: 2024,] December 31, [removed: 2022] [added: 2023] and December 31, [removed: 2021,] [added: 2022,] 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: 2023.][added: 2024.]

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: 2023,] [added: 2024,] we service banking customer accounts through digital channels and our network of branch locations, cafés, call centers and automated teller machines (“ATMs”).

We also earn non-interest income which primarily consists of interchange income, net of reward expenses, [added: and] service charges and other customer-related fees.

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 [removed: charges, as well as residual tax expense or benefit] [added: charges and integration expenses related] to [removed: arrive at] the [removed: consolidated effective tax rate that is not assessed to our primary business segments.][added: Transaction.]

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

Net charge-off rates for our credit card loan portfolio [removed: also] have historically exhibited seasonal patterns as well and generally tend to be the highest in the first quarter of the year.

Financial Statements and Supplementary Data—Note [removed: 17—Business] [added: 18—Business] Segments and Revenue from Contracts with Customers” of this Report.

Our Consumer Banking and Commercial Banking businesses compete with national, state and direct banks [removed: for deposits, commercial and auto loans,] as well as with savings and loan associations and credit unions for loans and deposits.

In addition, we compete against [removed: non-depository] [added: non-bank] institutions that are able to offer these products and services.

Capital One Financial Corporation is a bank holding company (“BHC”) and a financial holding company (“FHC”) under the Bank Holding Company Act of 1956, as amended (“BHC Act”), and is subject to the requirements of the BHC Act, including [added: approval requirements for investments in or acquisitions of banking organizations, capital adequacy standards and limitations]

Financial Statements and Supplementary Data—Note [removed: 11—Regulatory] [added: 12—Regulatory] and Capital Adequacy.”

Under the Basel III Capital Rules, we must maintain a minimum common equity Tier 1 (“CET1”) capital ratio of 4.5%, a Tier 1 capital ratio of [removed: 6.0%,] [added: 6.0%] and a total capital ratio of 8.0%, in each case in relation to risk-weighted assets.

Under the Federal Reserve’s final rule to implement the stress capital buffer [removed: requirement,] [added: requirement] (“Stress Capital Buffer Rule”), the Company’s “standardized approach capital conservation buffer” includes its stress capital buffer requirement (as described below), any G-SIB Surcharge (which is not applicable to us) and the countercyclical capital buffer requirement (which is currently set at 0%).

Based on the Company’s [removed: 2023] [added: 2024] supervisory stress test results, the Company’s stress capital buffer requirement for the period beginning on October 1, [removed: 2023] [added: 2024] through September 30, [removed: 2024] [added: 2025] is [removed: 4.8%.][added: 5.5%.]

Therefore, the Company’s minimum capital requirements plus the standardized approach capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios under the stress capital buffer framework are [removed: 9.3%, 10.8%] [added: 10.0%, 11.5%] and [removed: 12.8%,] [added: 13.5%,] respectively, for the period from October 1, [removed: 2023] [added: 2024] through September 30, [removed: 2024.][added: 2025.]

[removed: Accordingly,] [added: Therefore,] the Bank’s minimum capital requirements plus its capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios are 7.0%, 8.5% and 10.5%, respectively.

Financial Statements and Supplementary Data—Note [removed: 11—Regulatory] [added: 12—Regulatory] and Capital Adequacy” for additional information.

If the Company or the Bank fails to maintain its capital ratios above the minimum capital requirements plus the applicable capital conservation [removed: buffer requirements,] [added: buffers,] it will face increasingly strict automatic limitations on capital distributions and discretionary bonus payments to certain executive officers.

From January 1, 2022 through December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact [removed: are] [added: were] being phased in to regulatory capital at 25% per year.

As of December 31, [removed: 2023,] [added: 2024,] the Company and the Bank are subject to the Market Risk Rule.

[removed: The] [added: In July 2023, the] Federal Banking Agencies [removed: have] released a notice of proposed rulemaking (“Basel III Finalization Proposal”) to revise the Basel III Capital Rules applicable to banking organizations with total assets of $100 billion or more and their subsidiary depository institutions, including the Company and the Bank.

The capital categories relate to FDICIA’s PCA [removed: provisions,] [added: provisions] and such capital categories may not constitute an accurate representation of the Bank’s overall financial condition or prospects.

[removed: The PCA provisions also authorize the Federal Banking Agencies to reclassify a] bank’s capital category or take other action against banks that are determined to be in an unsafe or unsound condition or to have engaged in unsafe or unsound banking practices.

Under the Federal Reserve’s capital [removed: planning rules and related supervisory process (commonly referred to as Comprehensive Capital Analysis and Review or “CCAR” requirements),] [added: plan rule,] a [removed: “covered BHC,”] [added: covered company,] such as the Company, must submit a capital plan to the Federal Reserve on an annual basis that contains a description of all planned capital actions, including dividends or stock repurchases, over a nine-quarter planning horizon beginning with the first quarter of the calendar year the capital plan is submitted.

Pursuant to the capital [removed: planning rules,] [added: plan rule,] the Company must file its capital plan with the Federal Reserve by April 5 of each year (unless the Federal Reserve designates a later date), using data as of the end of the prior calendar year.

[removed: The] [added: As a general matter, the] Company may make capital distributions in excess of those included in its capital plan without the prior approval of the Federal Reserve so long as the Company is otherwise in compliance with the capital rule’s automatic limitations on capital distributions.

We are also subject to supervisory and company-run stress testing requirements (also known as the Dodd-Frank Act stress tests [removed: (“DFAST”), which are a complementary exercise to CCAR.][added: (“DFAST”).]

In particular, the Federal Reserve is required to conduct annual stress tests on certain covered companies, [removed: including us,] [added: such as the Company,] to ensure that the covered companies have sufficient capital to absorb losses and continue operations during adverse economic conditions, as well as to determine the Company’s stress capital buffer requirement as described above.

As a Category III institution, we are also required to conduct [removed: our own] [added: company-run] stress tests and publish the results of such tests on our website or other public [removed: forum.][added: forum on a biennial basis.]

For a further discussion of the minimum liquidity standards, see “Part [removed: II—Item] [added: II一Item] 7.

[removed: MD&A—Liquidity] [added: MD&A一Liquidity] Risk Profile.”

The LCR Rule requires each of the Company and the Bank to hold an amount of eligible HQLA that equals or exceeds 100% of its respective projected adjusted net cash outflows over a 30-day period, each as calculated in accordance with [added: the LCR Rule.]

In addition, the OCC has issued [removed: rules] [added: enforceable guidelines] requiring banks with assets of [removed: $250] [added: $100] billion or [removed: more] [added: more, including the Bank,] to develop recovery plans detailing the actions they would take to remain a going concern when they experience considerable financial or [removed: operational stress,] [added: non-financial risks] but have not deteriorated to the point that resolution is imminent.

[removed: The] [added: In September 2023, the] Federal Banking Agencies [removed: have] proposed a rule that would require banking organizations with $100 billion or more in total assets, including the Company, to comply with certain long-term debt requirements and [removed: so-called] [added: so called] “clean holding company” requirements that are designed to improve the resolvability of covered organizations (“LTD Proposal”).

To qualify as eligible long-term debt, a debt instrument would be required to meet the [added: requirements currently applicable under the rules that apply to U.S. G-SIBs, as well as certain additional requirements.]

The Dodd-Frank Act provides the FDIC with liquidation authority that may be used to liquidate non-bank financial companies and BHCs if the Treasury Secretary, in consultation with the President [added: of the United States] and based on the recommendation of the Federal Reserve and other appropriate Federal Banking Agencies, determines that doing so is necessary, among other criteria, to mitigate serious adverse effects on U.S. financial stability.

Upon such a determination, the FDIC would be appointed receiver and must liquidate [removed: the] [added: a] company in a way that mitigates significant risks to financial stability and minimizes moral hazard.

The Company is hereafter collectively referred to as “we,” “us” or “our.” CONA is referred to as the “Bank.”

On February 18, 2025, Capital One and Discover each held a special meeting of their respective stockholders.

During the respective meetings, Capital One stockholders approved by the requisite vote the issuance of Capital One common stock as

merger consideration to the holders of Discover common stock, and Discover stockholders adopted by the requisite vote the Merger Agreement.

The closing of the Transaction remains subject to the satisfaction of other customary closing conditions, including the receipt of required regulatory approvals.

Walmart Program Agreement Termination

On May 21, 2024, our credit card program agreement with Walmart terminated (“Walmart Program Termination”).

Pursuant to terms of the termination, Capital One retained ownership and servicing of the existing credit card portfolio and is nearing completion of converting eligible customers into Capital One branded card products.

on non-banking activities.

It is uncertain when or if a final rule will be adopted, and if so, whether and to what extent it will differ from the Basel III Finalization Proposal.

As a result, the timing and content of any final rule, and the potential effects of any final rule on the Company and the Bank, remain uncertain.

The PCA provisions also authorize the Federal Banking Agencies to reclassify a

However, as described below, in the event a capital plan resubmission is required, all capital distributions would be subject to the prior approval of the Federal Reserve.

The Federal Reserve’s capital plan rule further provides that if a covered company determines there has been or will be a material change in its risk profile, financial condition, or corporate structure since it last submitted its capital plan, it must update and resubmit its capital plan within 30 calendar days, subject to a potential 60-day extension.

We determined that our proposed acquisition of Discover constitutes a material change and submitted an updated capital plan as required by the capital plan rule.

In addition, the capital plan rule provides that upon the occurrence of an event requiring resubmission, a covered company may not make any capital distribution unless it has received approval of the Federal Reserve.

Accordingly, all our capital distributions are now subject to the prior approval of the Federal Reserve pending the Federal Reserve’s consideration of our resubmitted capital plan.

We have received prior approval of the Federal Reserve to make certain capital distributions.

The Company is required by Section 165(d) of the Dodd-Frank Act to submit to the Federal Reserve and FDIC every three years a resolution plan for orderly resolution in the event it faces material financial distress or failure, with submissions alternating between a full resolution plan and a targeted resolution plan.

Following review of a plan, the Federal Reserve and

FDIC may jointly determine that a resolution plan is not credible or would not facilitate an orderly resolution under the U.S. Bankruptcy Code.

If the Company were to fail to adequately address deficiencies jointly identified by the Federal Reserve and FDIC in a timely manner, it may be subject to more stringent capital, leverage, or liquidity requirements, or restrictions on growth, activities, or operations.

In July 2024, the Federal Reserve and FDIC extended the deadline for the next full resolution submission from March 31, 2025 to October 1, 2025.

The Bank, as an insured depository institution, is required by FDIC regulation to submit its own resolution plan to the FDIC.

In June 2024, the FDIC issued a final rule amending the resolution plan submission requirements applicable to insured depository institutions with $50 billion or more in total assets, including the Bank.

Under the final rule, the Bank is required to submit to the FDIC full resolution plans every three years and interim targeted information between full resolution plan submissions.

In addition, under the final rule, the Bank’s resolution plan submissions are subject to more detailed content requirements and a new credibility standard for the FDIC’s evaluation of resolution plans, which is enforceable against the Bank.

It is uncertain when or if a final rule will be adopted, and if so, whether and to what extent it will differ from the LTD Proposal.

As a result, the timing and content of any final rule, and the potential effects of any final rule on the Company and the Bank, remain uncertain.

In June 2024, the FDIC provided notification that the collection period will be extended an additional two quarters beyond the initial eight quarterly collection periods, at a lower annual rate.

The special assessment base is equal to an insured depository institution’s estimated uninsured deposits reported on its Consolidated Reports of Condition and Income as of December 31, 2022 (“2022 Call Report”), adjusted to exclude the first $5 billion of uninsured deposits.

In March 2024, the CFPB issued a final rule amending Regulation Z that, if it goes into effect as currently issued, would significantly lower the safe harbor amount for past due fees that large credit card issuers, including the Bank, can charge on consumer credit card accounts.

The final rule is currently stayed as a result of ongoing litigation.

Moreover, in October 2024, the CFPB issued a final rule that will require certain financial institutions, including the Company, to, among other things, share certain data on certain consumer financial products and services upon request of the consumer.

For more information on risks related to these rules, see the risk factors set forth under “Item 1A.

Risk Factors.”

As an issuer of credit and debit cards, the Bank earns interchange fees, which are paid by merchants, when customers use its cards.

Additionally, the Federal Banking Agencies, as well as related self‐regulatory organizations, have issued guidance regarding cybersecurity that is intended to enhance cyber risk management among financial institutions.

*revenue, reputational damage, legal exposure and business disruptions,*” and “*Our required compliance with applicable laws and regulations related to privacy, data protection and data security, in addition to compliance with our own privacy policies and contractual obligations to third parties, may increase our costs, reduce our revenue, increase our legal exposure and limit our ability to pursue business opportunities.*”

For further discussion of our cybersecurity risk management, see “Item 1C.

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.

The closing of the Transaction is subject to the satisfaction of

customary closing conditions, including receipt of required regulatory approvals and approval by the stockholders of each of Capital One and Discover.

approval requirements for investments in or acquisitions of banking organizations, capital adequacy standards and limitations on non-banking activities.

The Basel III Capital Rules updated the PCA framework to reflect new, higher regulatory capital minimums.

The Company must disclose the results of its company-run stress test on a biennial basis.

the LCR Rule.

The Company is required to implement resolution planning for orderly resolution in the event it faces material financial distress or failure.

The FDIC issued, and has proposed to significantly amend, similar rules regarding resolution planning applicable to the Bank.

If adopted as proposed, the amendments proposed by the FDIC would require the Bank to file its resolution plan more frequently, increase the content requirements for plan submissions and introduce a new credibility standard for the FDIC’s evaluation of the Bank’s resolution plan.

requirements currently applicable under the rules that apply to U.S. G-SIBs, as well as certain additional requirements.

acquire, control of a Virginia financial institution or its holding company without making application to, and receiving prior approval from, the Virginia Bureau of Financial Institutions.

The CFPB proposed, but has not yet finalized, a rule to amend Regulation Z (“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.

These areas have seen a considerable increase in legislative and regulatory activity over the past several years.

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

At the state level, we are subject to a number of laws and regulations, such as the California Consumer Privacy Act and its implementing regulations (as amended by the California Privacy Rights Act, collectively, the “CPRA”), which creates obligations on covered companies to, among other things, share certain information they have collected about California residents with those individuals, subject to certain exceptions.

In addition, state laws require businesses to provide notice under certain circumstances to consumers whose personal information has been disclosed as a result of a data breach.

Sanctions can be

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

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.

Our Chief Diversity & Inclusion Officer provides an update, at least annually, on the progress, success and challenges on workforce representation, trends and programs to the Board of Directors and Executive Committee.

Diversity, Inclusion and Belonging

The investments we make in our associates are designed to foster fairness and various work practices are intended to cultivate a work environment that supports DIB.

Supporting the diversity of our workforce at all levels, with an emphasis on leader and executive roles, is an important component of our DIB strategy.

As of December 31, 2023, key measures of our workforce representation include:

- Of the 12 members of our Board of Directors, 3 are women and 3 are racially/ethnically diverse;

- In the U.S., of the associates who are vice president level and above, approximately 34% are women and 29% are racially/ethnically diverse;

- In the U.S., approximately 51% of associates are racially/ethnically diverse; and

- Worldwide, approximately 50% of associates are women.

Our corporate website contains additional information regarding programs and other information integral to our philosophy of DIB, as well as other measures of our workforce representation.

Based on our analysis, our aggregated adjusted pay gap results indicate that we pay women 100% of what men are paid, and we pay racially/ethnically diverse associates in the U.S. 100% of what white associates are paid.

We also use statistical modeling to better understand what drives pay gaps, and we use this data to develop practices intended to avoid pay gaps in the future.

Financial Statements and Supplementary Data—Note [removed: 18—Commitments,] [added: 19—Commitments,] Contingencies, Guarantees and Others.”

For the fiscal year ended December 31, [removed: 2023][added: 2024]

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 [removed: statements.☐][added: 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 [removed: §240.10D-1(b).☐][added: §240.10D-1(b).]

The aggregate market value of the voting and non-voting stock held by non-affiliates of the registrant as of the close of business on June 30, [removed: 2023] [added: 2024] was approximately [removed: $41.3] [added: $52.3] billion.

As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 380,212,220] [added: 381,327,698] shares of the registrant’s Common Stock outstanding.

1.Portions of the Proxy Statement for the annual meeting of stockholders to be held on May [removed: 2, 2024,] [added: 08, 2025,] are incorporated by reference into Part III.

| [Item [removed: 1.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_25)] [added: 1.](#i288d751e91db44a88fdecf3956dfcf14_25)] | | | [removed: [Business](#i77d9e0c4d48548a3a6e5088a72ae9ae9_25)] [added: [Business](#i288d751e91db44a88fdecf3956dfcf14_25)] | | | [removed: [4](#i77d9e0c4d48548a3a6e5088a72ae9ae9_25)] [added: [4](#i288d751e91db44a88fdecf3956dfcf14_25)] | | |

| | | | [Operations and Business [removed: Segments](#i77d9e0c4d48548a3a6e5088a72ae9ae9_43)] [added: Segments](#i288d751e91db44a88fdecf3956dfcf14_43)] | | | [removed: [6](#i77d9e0c4d48548a3a6e5088a72ae9ae9_43)] [added: [6](#i288d751e91db44a88fdecf3956dfcf14_43)] | | |

| | | | [Supervision and [removed: Regulation](#i77d9e0c4d48548a3a6e5088a72ae9ae9_304)] [added: Regulation](#i288d751e91db44a88fdecf3956dfcf14_334)] | | | [removed: [7](#i77d9e0c4d48548a3a6e5088a72ae9ae9_304)] [added: [7](#i288d751e91db44a88fdecf3956dfcf14_334)] | | |

| | | | [Human Capital [removed: Resources](#i77d9e0c4d48548a3a6e5088a72ae9ae9_49)] [added: Resources](#i288d751e91db44a88fdecf3956dfcf14_49)] | | | [removed: [18](#i77d9e0c4d48548a3a6e5088a72ae9ae9_49)] [added: [18](#i288d751e91db44a88fdecf3956dfcf14_49)] | | |

| | | | [Technology and Intellectual [removed: Property](#i77d9e0c4d48548a3a6e5088a72ae9ae9_52)] [added: Property](#i288d751e91db44a88fdecf3956dfcf14_52)] | | | [removed: [19](#i77d9e0c4d48548a3a6e5088a72ae9ae9_52)] [added: [18](#i288d751e91db44a88fdecf3956dfcf14_52)] | | |

| | | | [Forward-Looking [removed: Statements](#i77d9e0c4d48548a3a6e5088a72ae9ae9_307)] [added: Statements](#i288d751e91db44a88fdecf3956dfcf14_337)] | | | [removed: [20](#i77d9e0c4d48548a3a6e5088a72ae9ae9_307)] [added: [20](#i288d751e91db44a88fdecf3956dfcf14_337)] | | |

| [Item [removed: 1A.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_496)] [added: 1A.](#i288d751e91db44a88fdecf3956dfcf14_535)] | | | [Risk [removed: Factors](#i77d9e0c4d48548a3a6e5088a72ae9ae9_496)] [added: Factors](#i288d751e91db44a88fdecf3956dfcf14_535)] | | | [removed: [22](#i77d9e0c4d48548a3a6e5088a72ae9ae9_496)] [added: [22](#i288d751e91db44a88fdecf3956dfcf14_535)] | | |

| [Item [removed: 1B.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_61)] [added: 1B.](#i288d751e91db44a88fdecf3956dfcf14_61)] | | | [Unresolved Staff [removed: Comments](#i77d9e0c4d48548a3a6e5088a72ae9ae9_61)] [added: Comments](#i288d751e91db44a88fdecf3956dfcf14_61)] | | | [removed: [43](#i77d9e0c4d48548a3a6e5088a72ae9ae9_61)] [added: [46](#i288d751e91db44a88fdecf3956dfcf14_61)] | | |

| [Item [removed: 2.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_64)] [added: 2.](#i288d751e91db44a88fdecf3956dfcf14_67)] | | | [removed: [Properties](#i77d9e0c4d48548a3a6e5088a72ae9ae9_64)] [added: [Properties](#i288d751e91db44a88fdecf3956dfcf14_67)] | | | [removed: [45](#i77d9e0c4d48548a3a6e5088a72ae9ae9_64)] [added: [48](#i288d751e91db44a88fdecf3956dfcf14_67)] | | |

| [Item [removed: 3.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_493)] [added: 3.](#i288d751e91db44a88fdecf3956dfcf14_529)] | | | [Legal [removed: Proceedings](#i77d9e0c4d48548a3a6e5088a72ae9ae9_493)] [added: Proceedings](#i288d751e91db44a88fdecf3956dfcf14_529)] | | | [removed: [45](#i77d9e0c4d48548a3a6e5088a72ae9ae9_493)] [added: [48](#i288d751e91db44a88fdecf3956dfcf14_529)] | | |

| [Item [removed: 4.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_505)] [added: 4.](#i288d751e91db44a88fdecf3956dfcf14_544)] | | | [Mine Safety [removed: Disclosures](#i77d9e0c4d48548a3a6e5088a72ae9ae9_505)] [added: Disclosures](#i288d751e91db44a88fdecf3956dfcf14_544)] | | | [removed: [45](#i77d9e0c4d48548a3a6e5088a72ae9ae9_505)] [added: [48](#i288d751e91db44a88fdecf3956dfcf14_544)] | | |

| [Item [removed: 5.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_70)] [added: 5.](#i288d751e91db44a88fdecf3956dfcf14_73)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i77d9e0c4d48548a3a6e5088a72ae9ae9_70)] [added: Securities](#i288d751e91db44a88fdecf3956dfcf14_73)] | | | [removed: [46](#i77d9e0c4d48548a3a6e5088a72ae9ae9_70)] [added: [49](#i288d751e91db44a88fdecf3956dfcf14_73)] | | |

| [Item [removed: 6.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_73)] [added: 6.](#i288d751e91db44a88fdecf3956dfcf14_82)] | | | [removed: [\[Reserved\]](#i77d9e0c4d48548a3a6e5088a72ae9ae9_73)] [added: [\[Reserved\]](#i288d751e91db44a88fdecf3956dfcf14_82)] | | | [removed: [49](#i77d9e0c4d48548a3a6e5088a72ae9ae9_73)] [added: [52](#i288d751e91db44a88fdecf3956dfcf14_82)] | | |

| [removed: [Item](#i77d9e0c4d48548a3a6e5088a72ae9ae9_82) [7](#i77d9e0c4d48548a3a6e5088a72ae9ae9_82)[.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_82)] [added: [Item 7.](#i288d751e91db44a88fdecf3956dfcf14_85)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations [removed: (“MD&A”)](#i77d9e0c4d48548a3a6e5088a72ae9ae9_82)] [added: (“MD&A”)](#i288d751e91db44a88fdecf3956dfcf14_85)] | | | [removed: [49](#i77d9e0c4d48548a3a6e5088a72ae9ae9_82)] [added: [52](#i288d751e91db44a88fdecf3956dfcf14_85)] | | |

| | | | [Selected Financial [removed: Data](#i77d9e0c4d48548a3a6e5088a72ae9ae9_91)] [added: Data](#i288d751e91db44a88fdecf3956dfcf14_94)] | | | [removed: [50](#i77d9e0c4d48548a3a6e5088a72ae9ae9_91)] [added: [53](#i288d751e91db44a88fdecf3956dfcf14_94)] | | |

| | | | [Executive [removed: Summary](#i77d9e0c4d48548a3a6e5088a72ae9ae9_97)] [added: Summary](#i288d751e91db44a88fdecf3956dfcf14_100)] | | | [removed: [53](#i77d9e0c4d48548a3a6e5088a72ae9ae9_97)] [added: [56](#i288d751e91db44a88fdecf3956dfcf14_100)] | | |

| | | | [Consolidated Results of [removed: Operations](#i77d9e0c4d48548a3a6e5088a72ae9ae9_103)] [added: Operations](#i288d751e91db44a88fdecf3956dfcf14_106)] | | | [removed: [54](#i77d9e0c4d48548a3a6e5088a72ae9ae9_103)] [added: [57](#i288d751e91db44a88fdecf3956dfcf14_106)] | | |

| | | | [Consolidated Balance Sheets [removed: Analysis](#i77d9e0c4d48548a3a6e5088a72ae9ae9_130)] [added: Analysis](#i288d751e91db44a88fdecf3956dfcf14_157)] | | | [removed: [59](#i77d9e0c4d48548a3a6e5088a72ae9ae9_130)] [added: [63](#i288d751e91db44a88fdecf3956dfcf14_157)] | | |

| | | | [Off-Balance Sheet [removed: Arrangements](#i77d9e0c4d48548a3a6e5088a72ae9ae9_148)] [added: Arrangements](#i288d751e91db44a88fdecf3956dfcf14_175)] | | | [removed: [61](#i77d9e0c4d48548a3a6e5088a72ae9ae9_148)] [added: [67](#i288d751e91db44a88fdecf3956dfcf14_175)] | | |

| | | | [Business Segment Financial [removed: Performance](#i77d9e0c4d48548a3a6e5088a72ae9ae9_151)] [added: Performance](#i288d751e91db44a88fdecf3956dfcf14_178)] | | | [removed: [62](#i77d9e0c4d48548a3a6e5088a72ae9ae9_151)] [added: [68](#i288d751e91db44a88fdecf3956dfcf14_178)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#i77d9e0c4d48548a3a6e5088a72ae9ae9_175)] [added: Estimates](#i288d751e91db44a88fdecf3956dfcf14_208)] | | | [removed: [72](#i77d9e0c4d48548a3a6e5088a72ae9ae9_175)] [added: [78](#i288d751e91db44a88fdecf3956dfcf14_208)] | | |

| | | | [Accounting Changes and [removed: Developments](#i77d9e0c4d48548a3a6e5088a72ae9ae9_181)] [added: Developments](#i288d751e91db44a88fdecf3956dfcf14_211)] | | | [removed: [77](#i77d9e0c4d48548a3a6e5088a72ae9ae9_181)] [added: [82](#i288d751e91db44a88fdecf3956dfcf14_211)] | | |

| | | | [Credit Risk [removed: Profile](#i77d9e0c4d48548a3a6e5088a72ae9ae9_208)] [added: Profile](#i288d751e91db44a88fdecf3956dfcf14_238)] | | | [removed: [89](#i77d9e0c4d48548a3a6e5088a72ae9ae9_208)] [added: [94](#i288d751e91db44a88fdecf3956dfcf14_238)] | | |

| [Item [removed: 7A.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_478)] [added: 7A.](#i288d751e91db44a88fdecf3956dfcf14_514)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#i77d9e0c4d48548a3a6e5088a72ae9ae9_478)] [added: Risk](#i288d751e91db44a88fdecf3956dfcf14_514)] | | | [removed: [120](#i77d9e0c4d48548a3a6e5088a72ae9ae9_478)] [added: [129](#i288d751e91db44a88fdecf3956dfcf14_514)] | | |

| [Item [removed: 8.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_334)] [added: 8.](#i288d751e91db44a88fdecf3956dfcf14_364)] | | | [Financial Statements and Supplementary [removed: Data](#i77d9e0c4d48548a3a6e5088a72ae9ae9_334)] [added: Data](#i288d751e91db44a88fdecf3956dfcf14_364)] | | | [removed: [121](#i77d9e0c4d48548a3a6e5088a72ae9ae9_334)] [added: [130](#i288d751e91db44a88fdecf3956dfcf14_364)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i77d9e0c4d48548a3a6e5088a72ae9ae9_355)] [added: Income](#i288d751e91db44a88fdecf3956dfcf14_385)] | | | [removed: [128](#i77d9e0c4d48548a3a6e5088a72ae9ae9_355)] [added: [136](#i288d751e91db44a88fdecf3956dfcf14_385)] | | |

| | | | [Consolidated Statements of Changes in Stockholders’ [removed: Equity](#i77d9e0c4d48548a3a6e5088a72ae9ae9_364)] [added: Equity](#i288d751e91db44a88fdecf3956dfcf14_394)] | | | [removed: [130](#i77d9e0c4d48548a3a6e5088a72ae9ae9_364)] [added: [138](#i288d751e91db44a88fdecf3956dfcf14_394)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i77d9e0c4d48548a3a6e5088a72ae9ae9_370)] [added: Flows](#i288d751e91db44a88fdecf3956dfcf14_400)] | | | [removed: [131](#i77d9e0c4d48548a3a6e5088a72ae9ae9_370)] [added: [139](#i288d751e91db44a88fdecf3956dfcf14_400)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i77d9e0c4d48548a3a6e5088a72ae9ae9_376)] [added: Statements](#i288d751e91db44a88fdecf3956dfcf14_406)] | | | [removed: [133](#i77d9e0c4d48548a3a6e5088a72ae9ae9_376)] [added: [141](#i288d751e91db44a88fdecf3956dfcf14_406)] | | |

| | | | [Note 1—Summary of Significant Accounting [removed: Policies](#i77d9e0c4d48548a3a6e5088a72ae9ae9_376)] [added: Policies](#i288d751e91db44a88fdecf3956dfcf14_406)] | | | [removed: [133](#i77d9e0c4d48548a3a6e5088a72ae9ae9_376)] [added: [141](#i288d751e91db44a88fdecf3956dfcf14_406)] | | |

| | | | [Note [removed: 4—Allowance] [added: 5—Allowance] for Credit Losses and Reserve for Unfunded Lending [removed: Commitments](#i77d9e0c4d48548a3a6e5088a72ae9ae9_415)] [added: Commitments](#i288d751e91db44a88fdecf3956dfcf14_454)] | | | [removed: [164](#i77d9e0c4d48548a3a6e5088a72ae9ae9_415)] [added: [174](#i288d751e91db44a88fdecf3956dfcf14_454)] | | |

| | | | [Note [removed: 5—Variable] [added: 6—Variable] Interest Entities and [removed: Securitizations](#i77d9e0c4d48548a3a6e5088a72ae9ae9_418)] [added: Securitizations](#i288d751e91db44a88fdecf3956dfcf14_457)] | | | [removed: [168](#i77d9e0c4d48548a3a6e5088a72ae9ae9_418)] [added: [178](#i288d751e91db44a88fdecf3956dfcf14_457)] | | |

| | | | [Note [removed: 6—Goodwill] [added: 7—Goodwill] and Other Intangible [removed: Assets](#i77d9e0c4d48548a3a6e5088a72ae9ae9_421)] [added: Assets](#i288d751e91db44a88fdecf3956dfcf14_460)] | | | [removed: [172](#i77d9e0c4d48548a3a6e5088a72ae9ae9_421)] [added: [182](#i288d751e91db44a88fdecf3956dfcf14_460)] | | |

| | | | [Note [removed: 7—Premises,] [added: 8—Premises,] Equipment and [removed: Leases](#i77d9e0c4d48548a3a6e5088a72ae9ae9_424)] [added: Leases](#i288d751e91db44a88fdecf3956dfcf14_463)] | | | [removed: [175](#i77d9e0c4d48548a3a6e5088a72ae9ae9_424)] [added: [185](#i288d751e91db44a88fdecf3956dfcf14_463)] | | |

| [PART I](#i288d751e91db44a88fdecf3956dfcf14_22) | | | | | | [4](#i288d751e91db44a88fdecf3956dfcf14_22) | | |

| | | | [Overview](#i288d751e91db44a88fdecf3956dfcf14_28) | | | [4](#i288d751e91db44a88fdecf3956dfcf14_31) | | |

| | | | [Competition](#i288d751e91db44a88fdecf3956dfcf14_46) | | | [7](#i288d751e91db44a88fdecf3956dfcf14_46) | | |

| [Item 1C.](#i288d751e91db44a88fdecf3956dfcf14_64) | | | [Cybersecurity](#i288d751e91db44a88fdecf3956dfcf14_64) | | | [46](#i288d751e91db44a88fdecf3956dfcf14_64) | | |

| [PART II](#i288d751e91db44a88fdecf3956dfcf14_70) | | | | | | [49](#i288d751e91db44a88fdecf3956dfcf14_70) | | |

| | | | [Capital Management](#i288d751e91db44a88fdecf3956dfcf14_214) | | | [83](#i288d751e91db44a88fdecf3956dfcf14_214) | | |

| | | | [Risk Management](#i288d751e91db44a88fdecf3956dfcf14_235) | | | [88](#i288d751e91db44a88fdecf3956dfcf14_235) | | |

| | | | [Liquidity Risk Profile](#i288d751e91db44a88fdecf3956dfcf14_295) | | | [108](#i288d751e91db44a88fdecf3956dfcf14_295) | | |

| | | | [Market Risk Profile](#i288d751e91db44a88fdecf3956dfcf14_325) | | | [113](#i288d751e91db44a88fdecf3956dfcf14_325) | | |

| | | | [Supplemental Table](#i288d751e91db44a88fdecf3956dfcf14_340)s | | | [117](#i288d751e91db44a88fdecf3956dfcf14_340) | | |

| | | | [Glossary and Acronyms](#i288d751e91db44a88fdecf3956dfcf14_361) | | | [119](#i288d751e91db44a88fdecf3956dfcf14_361) | | |

| | | | [Consolidated Statements of Income](#i288d751e91db44a88fdecf3956dfcf14_382) | | | [135](#i288d751e91db44a88fdecf3956dfcf14_382) | | |

| | | | [Consolidated Balance Sheets](#i288d751e91db44a88fdecf3956dfcf14_388) | | | [137](#i288d751e91db44a88fdecf3956dfcf14_388) | | |

| | | | [Note 2—Business Combinations](#i288d751e91db44a88fdecf3956dfcf14_409) | | | [156](#i288d751e91db44a88fdecf3956dfcf14_409) | | |

| | | | [Note 3—Investment Securities](#i288d751e91db44a88fdecf3956dfcf14_412) | | | [157](#i288d751e91db44a88fdecf3956dfcf14_412) | | |

| | | | [Note 4—Loans](#i288d751e91db44a88fdecf3956dfcf14_418) | | | [160](#i288d751e91db44a88fdecf3956dfcf14_418) | | |

| | | | [Note 11—Stockholders’ Equity](#i288d751e91db44a88fdecf3956dfcf14_472) | | | [198](#i288d751e91db44a88fdecf3956dfcf14_472) | | |

| | | | [Note 16—Income Taxes](#i288d751e91db44a88fdecf3956dfcf14_487) | | | [208](#i288d751e91db44a88fdecf3956dfcf14_487) | | |

| [PART III](#i288d751e91db44a88fdecf3956dfcf14_526) | | | | | | [233](#i288d751e91db44a88fdecf3956dfcf14_526) | | |

| [PART IV](#i288d751e91db44a88fdecf3956dfcf14_571) | | | | | | [234](#i288d751e91db44a88fdecf3956dfcf14_571) | | |

| [EXHIBIT INDEX](#i288d751e91db44a88fdecf3956dfcf14_580) | | | | | | [235](#i288d751e91db44a88fdecf3956dfcf14_580) | | |

| [SIGNATURES](#i288d751e91db44a88fdecf3956dfcf14_583) | | | | | | [239](#i288d751e91db44a88fdecf3956dfcf14_583) | | |

| 20 | | | [Credit Score Distribution](#i288d751e91db44a88fdecf3956dfcf14_262) | | | [100](#i288d751e91db44a88fdecf3956dfcf14_262) | | |

| 21 | | | [30+ Day Delinquencies](#i288d751e91db44a88fdecf3956dfcf14_265) | | | [101](#i288d751e91db44a88fdecf3956dfcf14_265) | | |

| 25 | | | [Net Charge-Offs](#i288d751e91db44a88fdecf3956dfcf14_277) | | | [105](#i288d751e91db44a88fdecf3956dfcf14_277) | | |

| 27 | | | [Liquidity Reserves](#i288d751e91db44a88fdecf3956dfcf14_298) | | | [108](#i288d751e91db44a88fdecf3956dfcf14_298) | | |

| 29 | | | [Amount of Uninsured Time Deposits by Contractual Maturity](#i288d751e91db44a88fdecf3956dfcf14_310) | | | [111](#i288d751e91db44a88fdecf3956dfcf14_310) | | |

| [Supplemental Table](#i288d751e91db44a88fdecf3956dfcf14_340)s: | | | | | | | | |

| A | | | [Net Charge-Offs](#i288d751e91db44a88fdecf3956dfcf14_343) | | | [117](#i288d751e91db44a88fdecf3956dfcf14_343) | | |

| | | | | | | | | |

| 0.800% Senior Notes Due 2024 | | | COF24 | | | New York Stock Exchange | | |

| [PART I](#i77d9e0c4d48548a3a6e5088a72ae9ae9_22) | | | | | | [4](#i77d9e0c4d48548a3a6e5088a72ae9ae9_22) | | |

| | | | [Overview](#i77d9e0c4d48548a3a6e5088a72ae9ae9_28) | | | [4](#i77d9e0c4d48548a3a6e5088a72ae9ae9_31) | | |

| | | | [Competition](#i77d9e0c4d48548a3a6e5088a72ae9ae9_46) | | | [7](#i77d9e0c4d48548a3a6e5088a72ae9ae9_46) | | |

| [I](#i77d9e0c4d48548a3a6e5088a72ae9ae9_4714)[tem 1C.](#i77d9e0c4d48548a3a6e5088a72ae9ae9_4714) | | | [C](#i77d9e0c4d48548a3a6e5088a72ae9ae9_4714)[ybersecurity](#i77d9e0c4d48548a3a6e5088a72ae9ae9_4714) | | | [43](#i77d9e0c4d48548a3a6e5088a72ae9ae9_4714) | | |

| [PART II](#i77d9e0c4d48548a3a6e5088a72ae9ae9_67) | | | | | | [46](#i77d9e0c4d48548a3a6e5088a72ae9ae9_67) | | |

| | | | [Capital Management](#i77d9e0c4d48548a3a6e5088a72ae9ae9_184) | | | [78](#i77d9e0c4d48548a3a6e5088a72ae9ae9_184) | | |

| | | | [Risk Management](#i77d9e0c4d48548a3a6e5088a72ae9ae9_205) | | | [83](#i77d9e0c4d48548a3a6e5088a72ae9ae9_205) | | |

| | | | [Liquidity Risk Profile](#i77d9e0c4d48548a3a6e5088a72ae9ae9_265) | | | [100](#i77d9e0c4d48548a3a6e5088a72ae9ae9_265) | | |

| | | | [Market Risk Profile](#i77d9e0c4d48548a3a6e5088a72ae9ae9_295) | | | [105](#i77d9e0c4d48548a3a6e5088a72ae9ae9_295) | | |

| | | | [Supplemental Table](#i77d9e0c4d48548a3a6e5088a72ae9ae9_310)s | | | [110](#i77d9e0c4d48548a3a6e5088a72ae9ae9_310) | | |

| | | | [Glossary and Acronyms](#i77d9e0c4d48548a3a6e5088a72ae9ae9_331) | | | [112](#i77d9e0c4d48548a3a6e5088a72ae9ae9_331) | | |

| | | | [Consolidated Statements of Income](#i77d9e0c4d48548a3a6e5088a72ae9ae9_352) | | | [127](#i77d9e0c4d48548a3a6e5088a72ae9ae9_352) | | |

| | | | [Consolidated Balance Sheets](#i77d9e0c4d48548a3a6e5088a72ae9ae9_358) | | | [129](#i77d9e0c4d48548a3a6e5088a72ae9ae9_358) | | |

| | | | [Note 2—Investment Securities](#i77d9e0c4d48548a3a6e5088a72ae9ae9_379) | | | [148](#i77d9e0c4d48548a3a6e5088a72ae9ae9_379) | | |

| | | | [Note 3—Loans](#i77d9e0c4d48548a3a6e5088a72ae9ae9_385) | | | [151](#i77d9e0c4d48548a3a6e5088a72ae9ae9_385) | | |

| | | | [Note 10—Stockholders’ Equity](#i77d9e0c4d48548a3a6e5088a72ae9ae9_433) | | | [188](#i77d9e0c4d48548a3a6e5088a72ae9ae9_433) | | |

| | | | [Note 15—Income Taxes](#i77d9e0c4d48548a3a6e5088a72ae9ae9_445) | | | [198](#i77d9e0c4d48548a3a6e5088a72ae9ae9_445) | | |

| | | | [Note 21—Subsequent Events](#i77d9e0c4d48548a3a6e5088a72ae9ae9_472) | | | [222](#i77d9e0c4d48548a3a6e5088a72ae9ae9_466) | | |

| [PART III](#i77d9e0c4d48548a3a6e5088a72ae9ae9_490) | | | | | | [224](#i77d9e0c4d48548a3a6e5088a72ae9ae9_490) | | |

| [PART IV](#i77d9e0c4d48548a3a6e5088a72ae9ae9_532) | | | | | | [225](#i77d9e0c4d48548a3a6e5088a72ae9ae9_532) | | |

| [EXHIBIT INDEX](#i77d9e0c4d48548a3a6e5088a72ae9ae9_541) | | | | | | [226](#i77d9e0c4d48548a3a6e5088a72ae9ae9_541) | | |

| [SIGNATURES](#i77d9e0c4d48548a3a6e5088a72ae9ae9_544) | | | | | | [230](#i77d9e0c4d48548a3a6e5088a72ae9ae9_544) | | |

| 15 | | | [Portfolio Composition of Loans Held for Investment](#i77d9e0c4d48548a3a6e5088a72ae9ae9_211) | | | [90](#i77d9e0c4d48548a3a6e5088a72ae9ae9_211) | | |

| 21 | | | [Credit Score Distribution](#i77d9e0c4d48548a3a6e5088a72ae9ae9_232) | | | [94](#i77d9e0c4d48548a3a6e5088a72ae9ae9_232) | | |

| 22 | | | [30+ Day Delinquencies](#i77d9e0c4d48548a3a6e5088a72ae9ae9_235) | | | [94](#i77d9e0c4d48548a3a6e5088a72ae9ae9_235) | | |

| 26 | | | [Net Charge-Offs](#i77d9e0c4d48548a3a6e5088a72ae9ae9_247) (Recoveries) | | | [97](#i77d9e0c4d48548a3a6e5088a72ae9ae9_247) | | |

| 28 | | | [Liquidity Reserves](#i77d9e0c4d48548a3a6e5088a72ae9ae9_268) | | | [100](#i77d9e0c4d48548a3a6e5088a72ae9ae9_268) | | |

| 30 | | | [Amount of Time Deposits in Excess of $250,000 by Contractual Maturity](#i77d9e0c4d48548a3a6e5088a72ae9ae9_280) | | | [103](#i77d9e0c4d48548a3a6e5088a72ae9ae9_280) | | |

| [Supplemental Table](#i77d9e0c4d48548a3a6e5088a72ae9ae9_310)s: | | | | | | | | |

| A | | | [Net Charge-Offs](#i77d9e0c4d48548a3a6e5088a72ae9ae9_313) | | | [110](#i77d9e0c4d48548a3a6e5088a72ae9ae9_313) | | |

While no organization can eliminate cybersecurity and [removed: information] technology risk entirely, we devote significant resources to a cybersecurity program designed to mitigate such risks.

Our cybersecurity [added: and technology] risks are managed programmatically under the “operational risk” category of our Framework.

Our policies and procedures define an overall, enterprise-wide approach for managing [removed: information security] [added: cybersecurity] and technology risk.

1.Identification: We evaluate the activities of our lines of business on a regular basis to identify potential [added: cybersecurity and] technology risk, including cybersecurity threats and vulnerabilities.

| | | | [removed: 43] [added: 46] | | | Capital One Financial Corporation (COF) | | |

Our policies and procedures collectively help execute a risk management approach [removed: that accounts] [added: designed to account] for cybersecurity threats specifically targeting us, as well as those that may arise from our engagement with business partners, customers, service providers and other third parties.

As part of our cybersecurity program, we employ a range of security mechanisms and controls throughout our technology environment, which include the use of tools and techniques [added: designed] to search for cybersecurity threats and vulnerabilities, as well as processes designed to address such threats and vulnerabilities.

[removed: In addition,] [added: These defenses include, among other things,] a range of cyber educational initiatives [removed: are employed] [added: that we design and deliver] to [added: employees across the enterprise to] promote best practices for protecting our information and data, and reporting cyber threats and other risks to corporate systems, data, and facilities.

We also maintain an Enterprise Cyber Response Plan (“ECRP”) [removed: for handling] [added: designed to handle] potential or actual cybersecurity events that could impact us and our personnel, data, systems and customers.

The ECRP defines the roles and responsibilities of various teams, individuals, and stakeholders in performing this enterprise response, guides decision making for [removed: escalation] [added: taking actions] and [removed: other actions,] [added: escalations to our executive management] and [added: the Board of Directors, as appropriate, and] helps to plan follow-on actions [removed: designed] [added: that seek] to reduce the likelihood of similar events’ recurrence in the future.

Risk Factors” under the headings [removed: “*We] [added: *“We] face risks related to our operational, technological and organizational [removed: infrastructure*,”] [added: infrastructure*,*”*] and [removed: “*A] [added: *“A] cyber-attack or other security incident on us or third parties (including their supply chains) with which we conduct business, including an incident that results in the theft, 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.”*]

The Risk Committee regularly receives reports from management on our cybersecurity and technology risk profile, and key enterprise cybersecurity initiatives, and on any identified significant threats or incidents, or new risk [removed: developments.][added: developments, which, in the aggregate, are intended to present an overall view on the status of our cybersecurity program and the Company’s compliance with applicable legal and regulatory requirements.]

At least annually, the Board of Directors, either directly or through the Risk Committee, reviews our technology strategy with the [removed: CIO;] [added: Chief Information Officer (“CIO”);] reviews our [removed: information security] [added: cybersecurity] program with the [removed: CISO] [added: Chief Information Security Officer (“CISO”)] and the [removed: CTRO;] [added: Chief Technology Risk Officer (“CTRO”);] and approves our [removed: information security] [added: cybersecurity] policy [added: and program.]

| | | | [removed: 44] [added: 47] | | | Capital One Financial Corporation (COF) | | |

[removed: For information security and technology risks,] our first line of defense includes the following:

- Chief Information Security Officer: The CISO establishes and manages the enterprise-wide [removed: information security] [added: cybersecurity] program.

- Chief Technology Risk Officer: The CTRO provides independent oversight of our [removed: information security and technology risk] [added: cybersecurity] programs and [removed: challenge] [added: challenges] of first line risk management and risk-taking activities pertaining to [removed: information security] [added: cybersecurity] and technology risk.

- Internal Audit: Our internal audit team provides independent and objective assurance to senior management and to the Board of Directors that our [removed: information security] [added: cybersecurity] and technology risk management processes are designed and working as intended.

For further discussion of cybersecurity and technology risk, and related risks for our business, see “Item 1A.

Risk Factors.”

For example, our third-party risk management policy is designed to help enable timely and effective identification, measurement, and management of third-party risks throughout the lifecycle of such relationships, which includes planning, due diligence and third-party selection, contracting, risk-based monitoring, and termination.

We also assess, identify, and manage cybersecurity and technology risks associated with our merger and acquisition activities.

When appropriate, we leverage partnerships with relevant government entities, law enforcement agencies, and industry information sharing forums,

such as the Financial Services Information Sharing and Analysis Center (“FS-ISAC”), to further inform our understanding of the threat environment and how to effectively defend the Company against such threats.

Employees are required to annually certify their completion of training on both cybersecurity and data privacy, and our cyber education program implements targeted testing and training focused on high-risk populations and responding to an evolving threat landscape.

The ECRP is reviewed and refined periodically and refinement is informed in part by a series of table-top exercises that we conduct over the course of the year.

For cybersecurity and technology risks,

In particular, our CISO has more than 30 years of cybersecurity and information technology experience, including for nearly five years as CISO at a major global technology company before joining the Company, and holds a CISO Certificate from Carnegie Mellon’s Heinze College.

Our CTRO has been in cybersecurity for approximately 25 years and spent over three years as the global CISO of a G-SIB.

Prior to that, he served as a senior executive in cybersecurity in the U.S. government.

Our CIO has been with the Company for approximately 20 years, during which he has overseen multiple technology transformation initiatives, including the Company’s transition to the public cloud.

He holds degrees in physics and business administration from Harvard University.

For example, we have processes designed to oversee and identify material risks from cybersecurity threats associated with our use of third-party service providers.

The procedures, capabilities and processes established under our policies are subject to regular review by the Chief Information Security Officer (“CISO”) and Chief Technology Risk Officer (“CTRO”).

and program.

Our corporate and banking real estate portfolio consists of approximately [removed: 11.1] [added: 10.2] million square feet of owned or leased office and retail space, which is used to support our business.

Of this overall portfolio, approximately [removed: 9.2] [added: 8.4] million square feet of space is dedicated for various corporate office uses and approximately [removed: 1.9] [added: 1.8] million square feet of space is for bank branches and cafés.

Our [removed: 9.2] [added: 8.4] million square feet of corporate office space consists of approximately [removed: 6.0] [added: 5.9] million square feet of owned space and [removed: 3.2] [added: 2.5] million square feet of leased space.

Our [removed: 1.9] [added: 1.8] million square feet for bank branches and cafés is located primarily across New York, Louisiana, Texas, Maryland, [removed: Virginia and] [added: Virginia,] New Jersey and [added: the District of Columbia and] consists of approximately [removed: 1.2] [added: 1.1] million square feet of leased space and [removed: 0.7 million] [added: 713 thousand] square feet of owned space.

Financial Statements and Supplementary Data—Note [removed: 7—Premises,] [added: 8—Premises,] Equipment and Leases” for information about our premises.

| | | | [removed: 45] [added: 48] | | | Capital One Financial Corporation (COF) | | |

[Table of](#i77d9e0c4d48548a3a6e5088a72ae9ae9_16) [Contents](#i77d9e0c4d48548a3a6e5088a72ae9ae9_16)

Our common stock is listed on the NYSE and is traded under the symbol “COF.” As of January 31, [removed: 2024,] [added: 2025,] there were [removed: 8,575] [added: 8,201] holders of record of our common stock.

| | | | [removed: 46] [added: 49] | | | Capital One Financial Corporation (COF) | | |

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: 2018] [added: 2019] and ended December 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

| | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| | | | [removed: 47] [added: 50] | | | Capital One Financial Corporation (COF) | | |

We did not have any sales of unregistered equity securities in [removed: 2023.][added: 2024.]

The following table presents information related to repurchases of shares of our common stock for each calendar month in the fourth quarter of [removed: 2023.][added: 2024.]

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

[removed: (1) In] [added: (1)In] April 2022, our Board of Directors authorized the repurchase of up to $5.0 billion of shares of our common stock.

There were [removed: 72,543] [added: 69,439] shares withheld in [removed: November] [added: November,] to cover taxes on restricted stock awards whose restrictions lapsed.

| | | | [removed: 48] [added: 51] | | | Capital One Financial Corporation (COF) | | |

| Capital One | | | | | | $ | 100.00 | | | | | $ | 97.32 | | | | | $ | 145.28 | | | | | $ | 94.95 | | | | | $ | 137.03 | | | | | $ | 189.44 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 118.40 | | | | | | 152.39 | | | | | | 124.79 | | | | | | 157.59 | | | | | | 197.02 | | |

| S&P Financial Index | | | | | | 100.00 | | | | | | 98.31 | | | | | | 132.75 | | | | | | 118.77 | | | | | | 133.20 | | | | | | 173.90 | | |

| October | | | | | | 402,507 | | | | | | $ | 155.40 | | | | | 402,507 | | | | | | $ | 4,121 | |

| November | | | | | | 414,445 | | | | | | 179.40 | | | | | | 345,006 | | | | | | 4,058 | | |

| December | | | | | | 129,962 | | | | | | 187.79 | | | | | | 129,962 | | | | | | 4,034 | | |

| Total | | | | | | 946,914 | | | | | | 170.35 | | | | | | 877,475 | | | | | | | | |

[Table of](#i77d9e0c4d48548a3a6e5088a72ae9ae9_16) [Contents](#i77d9e0c4d48548a3a6e5088a72ae9ae9_16)

| Capital One | | | | | | $ | 100.00 | | | | | $ | 138.63 | | | | | $ | 134.92 | | | | | $ | 201.40 | | | | | $ | 131.63 | | | | | $ | 189.96 | |

| S&P 500 Index | | | | | | 100.00 | | | | | | 131.49 | | | | | | 155.68 | | | | | | 200.37 | | | | | | 164.08 | | | | | | 207.21 | | |

| S&P Financial Index | | | | | | 100.00 | | | | | | 132.13 | | | | | | 129.89 | | | | | | 175.40 | | | | | | 156.92 | | | | | | 175.99 | | |

| October | | | | | | 591,592 | | | | | | $ | 93.91 | | | | | 591,592 | | | | | | $ | 4,681 | |

| November | | | | | | 523,521 | | | | | | 104.21 | | | | | | 450,978 | | | | | | 4,633 | | |

| December | | | | | | 392,398 | | | | | | 120.37 | | | | | | 392,398 | | | | | | 4,586 | | |

| Total | | | | | | 1,507,511 | | | | | | 104.38 | | | | | | 1,434,968 | | | | | | | | |

Disclosure controls and procedures refer to controls and other procedures designed to provide reasonable assurance that information required to be disclosed in our financial reports is recorded, processed, summarized and reported within the time periods specified by SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer [added: (“CEO”)] and Chief Financial [removed: Officer,] [added: Officer (“CFO”),] as appropriate, to allow timely decisions regarding our required disclosure.

As required by Rule 13a-15 of the Securities Exchange Act of 1934 (“Exchange Act”), our management, including the [removed: Chief Executive Officer] [added: CEO] and [removed: Chief Financial Officer,] [added: CFO,] 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: 2023,] [added: 2024,] the end of the period covered by this [removed: Annual Report on Form 10-K.][added: Report.]

Based upon that evaluation, the [removed: Chief Executive Officer] [added: CEO] and [removed: Chief Financial Officer] [added: CFO] concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2023,] [added: 2024,] 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 in the fourth quarter of [removed: 2023] [added: 2024] that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting also is included in [removed: “Part II—Item] [added: “Item] 8.

During the three months ended December 31, [removed: 2023,] [added: 2024,] no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

| | | | [removed: 223] [added: 232] | | | Capital One Financial Corporation (COF) | | |

The information required by Item 10 will be included in our Proxy Statement for the [removed: 2024] [added: 2025] Annual Stockholder Meeting (“Proxy Statement”) under the headings “Election of Directors,” “Executive Officers,” “Process for Stockholder Recommendations of Director Candidates; Directors Nominations from [removed: stockholders,”] [added: Stockholders,”] and “Board Committees,” 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: 2023] [added: 2024] fiscal year.

Insider Trading Policy

We maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our company’s securities by directors, officers, employees and other covered persons that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as New York Stock Exchange (“NYSE”) listing standards.

A copy of our insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

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

| | | | [removed: 224] [added: 233] | | | Capital One Financial Corporation (COF) | | |

Consolidated Statements of Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Balance Sheets as of December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| | | | [removed: 225] [added: 234] | | | Capital One Financial Corporation (COF) | | |

DATED DECEMBER 31, [removed: 2023][added: 2024]

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 [removed: “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; [removed: (viii)] [added: (vii)] 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) [removed: the “2018 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed on February 20, 2019; (x) the “2019 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed on February 20, 2020; (xi)] [added: t] 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; and (xii)] [added: 2022; (x)] the [removed: “2021] [added: “2022] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2021,] [added: 2022,] filed on February [removed: 25, 2022;] [added: 24, 2023,] and [removed: (xiii)] [added: (xi)] the [removed: “2022] [added: “2023] Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, [removed: 2022,] [added: 2023,] filed on February [removed: 24, 2023.][added: 23, 2024.]

| 2.1 | | | | | | [Agreement and Plan of [removed: Merger,](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) [dated] [added: Merger, dated] as of February 19, [removed: 2024,](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) [by] [added: 2024, by] and [removed: among](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) [Discover] [added: among Discover] Financial [removed: S](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm)[ervices,](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) [Capital] [added: Services, Capital] One Financial [removed: Corporation](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) [and](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) [Vega] [added: Corporation and Vega] Merger Sub, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) [(incorporated] [added: Inc. (incorporated] by reference to Exhibit 2.1 of the Current Report on Form 8-K, filed on [removed: February](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) [22](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm)[,] [added: February 22,] 2024).](https://www.sec.gov/Archives/edgar/data/927628/000119312524042826/d780383dex21.htm) | | |

| | | | [removed: 226] [added: 235] | | | Capital One Financial Corporation (COF) | | |

| 4.3* | | | | | | [Description of Securities Registered Under Section 12 of the Exchange [removed: Act.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex43.htm)] [added: Act.](https://www.sec.gov/Archives/edgar/data/927628/000092762825000092/cof-12312024x10kxex43.htm)] | | |

| 10.1+ | | | | | | [Seventh Amended [removed: and](https://www.sec.gov/Archives/edgar/data/927628/000092762823000197/exhibit101-seventhamendeda.htm) [Restated](https://www.sec.gov/Archives/edgar/data/927628/000092762823000197/exhibit101-seventhamendeda.htm) [2004] [added: and Restated 2004] Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed on May 9, 2023).](https://www.sec.gov/Archives/edgar/data/927628/000092762823000197/exhibit101-seventhamendeda.htm) | | |

| 10.2.1+ | | | | | | [Nonstatutory Stock Option Award Agreement, dated [removed: January 29, 2015,] [added: February 4, 2016,] by and between Capital One Financial Corporation and Richard D. Fairbank under [removed: the](https://www.sec.gov/Archives/edgar/data/927628/000092762815000026/cof-12312014x10xkxex10214.htm) [Amended] [added: the Amended] and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.2.14] [added: 10.2.17] of the [removed: 2014] [added: 2015] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762815000026/cof-12312014x10xkxex10214.htm)] [added: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm)] | | |

| [removed: 10.2.2+] [added: 10.2.3+] | | | | | | [Nonstatutory Stock Option Award Agreement, dated February [removed: 4, 2016,] [added: 2, 2017,] by and between Capital One Financial Corporation and Richard D. Fairbank under [removed: the](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm) [Amended] [added: the Amended] and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.2.17] [added: 10.2.19] of the [removed: 2015] [added: 2016] Form [removed: 10-K).](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm)] [added: 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm).] | | |

| [removed: 10.2.3+] [added: 10.2.2+] | | | | | | [Form of Nonstatutory Stock Option Award Agreement granted to our executive officers under [removed: the](https://www.sec.gov/Archives/edgar/data/927628/000092762816000140/cof-12312015x10xkxex10217.htm) [Amended] [added: the Amended] and Restated 2004 Stock Incentive Plan 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) | | |

| 10.2.4+ | | | | | | [removed: [Nonstatutory] [added: [Form of Nonstatutory] Stock Option Award [removed: Agreement, dated February 2, 2017, by and between Capital One Financial Corporation and Richard D. Fairbank] [added: Agreement granted to our executive officers] under [removed: the](https://www.sec.gov/Archives/edgar/data/927628/000092762817000115/cof-12312016x10kxex10219.htm) [Amended] [added: the Third Amended] and Restated 2004 Stock Incentive Plan [added: 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: 10.2.5+] [added: 10.2.19+] | | | | | | [Form of [removed: Nonstatutory Stock Option] [added: Performance Unit] Award [removed: Agreement] [added: Agreements] granted to our executive officers under the [removed: Third] Amended and Restated 2004 Stock Incentive Plan on February [removed: 2, 2017 (incorporated] [added: 1, 2024](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10228.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10228.htm)[(incorporated] by reference to Exhibit [removed: 10.2.19] [added: 10.2.28] of the [removed: 2016] [added: 2023] 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/927628/000092762824000094/cof-12312023x10kxex10228.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10228.htm)] | | |

| [removed: 10.2.6*+] [added: 10.2.5+] | | | | | | [Amended and [removed: Restated](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1026.htm) [Performance] [added: Restated Performance] Unit Award Agreement, dated November 2, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1026.htm) [granted] [added: 2023, granted] to our Chief Executive Officer under the Amended and Restated 2004 Stock Incentive Plan on February [removed: 4, 2021](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1026.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1026.htm)] [added: 3, 2022](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm)[(incorporated by reference to Exhibit 10.2.11 of the 2023 Form 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm)] | | |

| [removed: 10.2.7*+] [added: 10.2.6+] | | | | | | [Amended and [removed: Restated](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1027.htm) [Form] [added: Restated Form] of Performance Unit Award [removed: Agreements](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1027.htm)[,] [added: Agreements,] dated November 2, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1027.htm) [granted] [added: 2023, granted] to our executive officers under [removed: the](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1027.htm) [Amended] [added: the Amended] and Restated 2004 Stock Incentive Plan [removed: on](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1027.htm) [February 4, 2021](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1027.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex1027.htm)] [added: on February 3, 2022](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm)[(incorporated by reference to Exhibit 10.2.12 of the 2023 Form 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm)] | | |

| [removed: 10.2.8+] [added: 10.2.7+] | | | | | | [Form [added: of] Restricted Stock Unit Award Agreement, dated February [removed: 4, 2021,] [added: 3, 2022,] by and between Capital One Financial Corporation and Richard D. Fairbank under [removed: the](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10226.htm) [Amended] [added: the Amended] and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit [removed: 10.2.26] [added: 10.2.14] of the [removed: 2020] [added: 2021] 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/927628/000092762822000106/cof-12312021x10kxex10214.htm)] | | |

| [removed: 10.2.9+] [added: 10.2.8+] | | | | | | [Form of Restricted Stock Unit Award Agreements granted to our executive officers under [removed: the](https://www.sec.gov/Archives/edgar/data/0000927628/000092762821000094/cof-12312020x10kxex10226.htm) [Amended] [added: the Amended] and Restated 2004 Stock Incentive Plan on February [removed: 4, 2021] [added: 3, 2022] (incorporated by reference to Exhibit [removed: 10.2.26] [added: 10.2.14] of the [removed: 2020] [added: 2021] 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/927628/000092762822000106/cof-12312021x10kxex10214.htm)] | | |

| [removed: 10.2.10*+] [added: 10.2.9+] | | | | | | [Amended and [removed: Restated](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10210.htm) [Total] [added: Restated Total] Shareholder Return Performance Unit Award [removed: Agreement](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10210.htm)[,] [added: Agreement,] dated November 2, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10210.htm) [granted] [added: 2023, granted] to our Chief Executive Officer under [removed: the](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10210.htm) [Amended] [added: the Amended] and Restated 2004 Stock Incentive Plan on February [removed: 4, 2021](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10210.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10210.htm)] [added: 3, 2022](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10215.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10215.htm)[(incorporated by reference to Exhibit 10.2.15 of the 2023 Form 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10215.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10215.htm)] | | |

| [removed: 10.2.11*+] [added: 10.2.11+] | | | | | | [Amended and [removed: Restated](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm) [Performance] [added: Restated Performance] Unit Award Agreement, [removed: dated](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm) [November 2](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm)[, 202](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm)[3](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm)[,](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm) [granted] [added: dated November 2, 2023, granted] to our Chief Executive Officer under the Amended and Restated 2004 Stock Incentive Plan on [removed: February 3, 2022](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10211.htm)] [added: January 26, 2023](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10217.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10217.htm)[(incorporated by reference to Exhibit 10.2.17 of the 2023 Form 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10217.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10217.htm)] | | |

| [removed: 10.2.12*+] [added: 10.2.14+] | | | | | | [removed: [Ame](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm)[nded] [added: [Amended] and [removed: Restated](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm) [Form] [added: Restated Form] of Performance Unit Award [removed: Agreements](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm)[,] [added: Agreements,] dated November 2, [removed: 2023,](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm) [granted] [added: 2023, granted] to our executive officers under [removed: the](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm) [Amended] [added: the Amended] and Restated 2004 Stock Incentive Plan on [removed: February 3, 2022](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10212.htm).] [added: January 26, 2023](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10220.htm) [](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10220.htm)[(incorporated by reference to Exhibit 10.2.20 of the 2023 Form 10-K)](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10220.htm)[.](https://www.sec.gov/Archives/edgar/data/927628/000092762824000094/cof-12312023x10kxex10220.htm)] | | |