Cover and table of contents

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q


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

For the quarterly period ended September 30, 2023

OR

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

For the transition period from to

Commission File No. 001-13300


CAPITAL ONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)


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

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

(Not Applicable) (Former name, former address and former fiscal year, if changed since last report)____________________________________

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

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

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

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

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

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of October 20, 2023, there were 380,846,771 shares of the registrant’s Common Stock outstanding.

TABLE OF CONTENTS

Page
PART I—FINANCIAL INFORMATION4
Item 1.Financial Statements and Notes67
Consolidated Statements of Income68
Consolidated Statements of Comprehensive Income69
Consolidated Balance Sheets70
Consolidated Statements of Changes in Stockholders’ Equity71
Consolidated Statements of Cash Flows73
Notes to Consolidated Financial Statements75
Note 1—Summary of Significant Accounting Policies75
Note 2—Investment Securities77
Note 3—Loans80
Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments92
Note 5—Variable Interest Entities and Securitizations97
Note 6—Goodwill and Other Intangible Assets101
Note 7—Deposits and Borrowings102
Note 8—Derivative Instruments and Hedging Activities103
Note 9—Stockholders’ Equity112
Note 10—Earnings Per Common Share115
Note 11—Fair Value Measurement116
Note 12—Business Segments and Revenue from Contracts with Customers124
Note 13—Commitments, Contingencies, Guarantees and Others128
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)4
Introduction4
Selected Financial Data6
Executive Summary9
Consolidated Results of Operations10
Consolidated Balance Sheets Analysis16
Off-Balance Sheet Arrangements17
Business Segment Financial Performance18
Critical Accounting Policies and Estimates28
Accounting Changes and Developments29
Capital Management30
Risk Management34
Credit Risk Profile36
Liquidity Risk Profile47
Market Risk Profile52
Supervision and Regulation55
Forward-Looking Statements56
Supplemental Table59
Glossary and Acronyms61
1Capital One Financial Corporation (COF)
Item 3.Quantitative and Qualitative Disclosures about Market Risk131
Item 4.Controls and Procedures131
PART II—OTHER INFORMATION132
Item 1.Legal Proceedings132
Item 1A.Risk Factors132
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds132
Item 3.Defaults Upon Senior Securities132
Item 4.Mine Safety Disclosures132
Item 5.Other Information132
Item 6.Exhibits133
EXHIBIT INDEX134
SIGNATURES135
2Capital One Financial Corporation (COF)

INDEX OF MD&A AND SUPPLEMENTAL TABLE

MD&A Tables:Page
1Consolidated Financial Highlights6
2Average Balances, Net Interest Income and Net Interest Margin11
3Rate/Volume Analysis of Net Interest Income13
4Non-Interest Income14
5Non-Interest Expense15
6Loans Held for Investment16
7Funding Sources Composition16
8Business Segment Results19
9Credit Card Business Results20
9.1Domestic Card Business Results21
10Consumer Banking Business Results23
11Commercial Banking Business Results25
12Other Category Results27
13Capital Ratios Under Basel III32
14Regulatory Risk-Based Capital Components and Regulatory Capital Metrics33
15Preferred Stock Dividends Paid Per Share34
16Portfolio Composition of Loans Held for Investment36
17Credit Card Portfolio by Geographic Region37
18Consumer Banking Portfolio by Geographic Region37
19Commercial Real Estate Portfolio by Region38
20Commercial Loans by Industry39
21Credit Score Distribution39
2230+ Day Delinquencies40
23Aging and Geography of 30+ Day Delinquent Loans41
2490+ Day Delinquent Loans Accruing Interest42
25Nonperforming Loans and Other Nonperforming Assets42
26Net Charge-Offs44
27Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity46
28Liquidity Reserves48
29Deposits Composition and Average Deposits Interest Rates49
30Long-Term Debt Funding Activities51
31Senior Unsecured Long-Term Debt Credit Ratings51
32Interest Rate Sensitivity Analysis54
Supplemental Table:
AReconciliation of Non-GAAP Measures59
3Capital One Financial Corporation (COF)

PART I—FINANCIAL INFORMATION

Next: Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)