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 March 31, 2024

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 April 30, 2024, there were 381,922,067 shares of the registrant’s Common Stock outstanding.

TABLE OF CONTENTS

Page
PART I - FINANCIAL INFORMATION4
Item 1.Financial Statements and Notes72
Consolidated Statements of Income73
Consolidated Statements of Comprehensive Income74
Consolidated Balance Sheets75
Consolidated Statements of Changes in Stockholders’ Equity76
Consolidated Statements of Cash Flows77
Notes to Consolidated Financial Statements79
Note 1—Summary of Significant Accounting Policies79
Note 2—Business Combinations81
Note 3—Investment Securities82
Note 4—Loans85
Note 5—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments96
Note 6—Variable Interest Entities and Securitizations100
Note 7—Goodwill and Other Intangible Assets104
Note 8—Deposits and Borrowings106
Note 9—Derivative Instruments and Hedging Activities107
Note 10—Stockholders’ Equity115
Note 11—Earnings Per Common Share118
Note 12—Fair Value Measurement119
Note 13—Business Segments and Revenue from Contracts with Customers126
Note 14—Commitments, Contingencies, Guarantees and Others129
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 Arrangements19
Business Segment Financial Performance20
Critical Accounting Policies and Estimates29
Accounting Changes and Developments30
Capital Management31
Risk Management36
Credit Risk Profile38
Liquidity Risk Profile51
Market Risk Profile56
Supervision and Regulation59
Forward-Looking Statements61
Supplemental Table64
Glossary and Acronyms66
1Capital One Financial Corporation (COF)
Item 3.Quantitative and Qualitative Disclosures about Market Risk133
Item 4.Controls and Procedures133
PART II—OTHER INFORMATION134
Item 1.Legal Proceedings134
Item 1A.Risk Factors134
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds134
Item 3.Defaults Upon Senior Securities134
Item 4.Mine Safety Disclosures134
Item 5.Other Information134
Item 6.Exhibits134
EXHIBIT INDEX135
SIGNATURES136
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 Investment17
7Funding Sources Composition17
8Business Segment Results21
9Credit Card Business Results22
9.1Domestic Card Business Results24
10Consumer Banking Business Results25
11Commercial Banking Business Results26
12Other Category Results28
13Capital Ratios Under Basel III33
14Regulatory Risk-Based Capital Components and Regulatory Capital Metrics34
15Preferred Stock Dividends Paid Per Share35
16Portfolio Composition of Loans Held for Investment38
17Credit Card Portfolio by Geographic Region39
18Consumer Banking Portfolio by Geographic Region40
19Commercial Real Estate Portfolio by Region41
20Commercial Loans by Industry42
21Credit Score Distribution43
2230+ Day Delinquencies44
23Aging and Geography of 30+ Day Delinquent Loans45
2490+ Day Delinquent Loans Accruing Interest46
25Nonperforming Loans and Other Nonperforming Assets46
26Net Charge-Offs47
27Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity50
28Liquidity Reserves51
29Deposits Composition and Average Deposits Interest Rates53
30Long-Term Debt Funding Activities54
31Senior Unsecured Long-Term Debt Credit Ratings55
32Interest Rate Sensitivity Analysis58
Supplemental Table:
AReconciliation of Non-GAAP Measures64
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”)