Capital One Financial
Annual Report 2020

Plain-text annual report

2020 Annual Report C A P I T A L O N E F I N A N C I A L C O R P O R A T I O N 2 0 2 0 A N N U A L R E P O R T Human Rights Campaign Foundation Best Places to Work for LGBTQ Equality Invested $50M in COVID relief and recovery • Real Simple Smart Money Awards Highest in Overall Customer Satisfaction among National Banks, J.D. Power Financed affordable housing units benefiting over 14,000 households • Great Place to Work® Best Workplaces for Parents™ • Fortune 100 Best Companies to Work For G.I. Jobs® Military Friendly ® Employer • Working Mother Best Companies for Multicultural Women • DiversityInc Top 50 Companies for Diversity • Working Mother 100 Best Companies • Fast Company Innovation by Design Honoree Fortune Best Workplaces for Women • Canada’s Best Diversity Employers • National Organization on Disability Leading Disability Employer • Working Mother Best Companies for Dads • Fast Company Best Workplaces for Innovators • ABA Stevie Award Winner for Artificial Intelligence/Machine Learning • Top Companies for Women Technologists, AnitaB.org • Fortune World’s Most Admired Companies 100 Best Adoption-Friendly Workplaces, Dave Thomas Foundation for Adoption Launched 5-year, $200M Impact Initiative to advance socioeconomic mobility Best for Vets: Employers, Military Times • Fortune Best Workplaces for Millennials Points of Light Civic 50 • $1.6B in community development loans and investments Created and produced by Capital One and the following: Design: Elevation Executive Portrait: Vedros & Associates Printing: Allied Printing Services, Inc. Artwork images on page 13: Digital Print: Michael Corris, “Incident on a Page 3: Self-Help” Aerial Sculpture: Tom Currie, “Plastic Paper Airplanes” 1680 Capital One Drive McLean, VA 22102 (703) 720-1000 www.capitalone.com Corporate Information Corporate Office 1680 Capital One Drive, McLean, VA 22102 Tel: (703) 720-1000 www.capitalone.com Annual Meeting Thursday, May 6, 2021 10:00 a.m. Eastern Time Virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/COF2021 Principal Investor Contacts Jeff Norris Senior Vice President, Finance or Danielle Dietz Managing Vice President, Investor Relations Capital One Financial Corporation 1680 Capital One Drive, McLean, VA 22102 Tel: (703) 720-2455 Common Stock Listed on New York Stock Exchange® Stock Symbol COF Member of S&P 500® Corporate Registrar/Transfer Agent Computershare Trust Company, N.A. P.O. Box 505005, Louisville, KY 40233 Tel: (888) 985-2057 Outside the U.S., Canada, & Puerto Rico Tel: (781) 575-2725 Hearing impaired: (800) 952-9245 Email: shareholder@computershare.com Internet: www.computershare.com By Overnight Courier to: Computershare 462 South 4th Street, Suite 1600, Louisville, KY 40202 Independent Registered Public Accounting Firm Ernst & Young LLP Copies of Form 10-K filed with the Securities and Exchange Commission are available without charge at www.capitalone.com. The most recent certifications by our Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to the Form 10-K. We have also filed with the New York Stock Exchange the most recent Annual CEO Certification as required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual. ABOUT CAPITAL ONE Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N.A., had $305.4 billion in deposits and $421.6 billion in total assets as of December 31, 2020. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has branches located primarily in New York, Louisiana, Texas, Maryland, Virginia, New Jersey and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index. Capital One cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those described in the forward-looking statements as a result of various factors including, among other things: the impact of the COVID-19 pandemic and related public health measures on our business, financial condition and results of operations, including the increased estimation and forecast uncertainty as a result of the pandemic on our estimates of lifetime expected credit losses in our loan portfolios required in computing our allowance for credit losses; general economic and business conditions in the U.S., the U.K., Canada or Capital One’s local markets, including conditions affecting employment levels, interest rates, tariffs, collateral values, consumer income, credit worthiness and confidence, spending and savings that may affect consumer bankruptcies, defaults, charge-offs and deposit activity; an increase or decrease in credit losses, including increases due to a worsening of general economic conditions in the credit environment, and the impact of inaccurate estimates or inadequate reserves; compliance with new and existing laws, regulations and regulatory expectations including the implementation of a regulatory reform agenda; Capital One’s ability to manage effectively its capital and liquidity; developments, changes or actions relating to any litigation, governmental investigation or regulatory enforcement action or matter involving Capital One; the inability to sustain revenue and earnings growth; increases or decreases in interest rates and uncertainty with respect to the interest rate environment, including the possibility of a prolonged low-interest rate environment or of negative interest rates; uncertainty regarding, and transition away from, the London Interbank Offering Rate; the amount and rate of deposit growth; changes in deposit costs; Capital One’s ability to execute on its strategic and operational plans; Capital One’s response to competitive pressures; changes in retail distribution strategies and channels, including the emergence of new technologies and product delivery systems; Capital One’s success in integrating acquired businesses and loan portfolios, and Capital One’s ability to realize anticipated benefits from announced transactions and strategic partnerships; the success of Capital One’s marketing efforts in attracting and retaining customers; changes in the reputation of, or expectations regarding, the financial services industry or Capital One with respect to practices, products or financial condition; any significant disruption in Capital One’s operations or in the technology platforms on which Capital One relies, including cybersecurity, business continuity and related operational risks, as well as other security failures or breaches of Capital One’s systems or those of Capital One’s partners, service providers or other third parties; increased costs, reductions in revenue, reputational damage, legal liability and business disruptions that can result from data protection or privacy incidents or the theft, loss or misuse of information, including as a result of a cyber-attack; Capital One’s ability to maintain a compliance and technology infrastructure suitable for the nature of Capital One’s business; Capital One’s ability to develop and adapt to rapid changes in digital technology to address the needs of Capital One’s customers and comply with applicable regulatory standards, including compliance with data protection and privacy standards; the effectiveness of Capital One’s risk management strategies; the extensive use, reliability and accuracy of the models and data Capital One relies on; Capital One’s ability to attract, retain and motivate talented and skilled employees; the impact from, and Capital One’s ability to respond to, natural disasters and other catastrophic events; limitations on Capital One’s ability to receive dividends from its subsidiaries; fraud or misconduct by Capital One’s customers, employees, business partners or third parties; merchants’ increasing focus on the fees charged by credit card networks; and other risk factors identified from time to time in reports that Capital One files with the SEC, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2020. All Capital One trademarks are owned by Capital One Financial Corporation. All third party trademarks in this report are the property of their respective owners. © 2021. Chairman’s Letter to Shareholders and Friends This past year had a defining impact on our lives. A health pandemic. A global recession. A transformation of how we live and work. But adversity can be a catalyst for incredible ingenuity and humanity. Across the world, we saw both on an unprecedented scale. Scientists developed vaccines in record time. Teachers found new and creative ways to help their students learn. Restaurant owners rethought their business models. Families found creative ways to celebrate special occasions. Since our founding three decades ago, Capital One has focused on building a company that embraces change and is resilient to just about anything. And so when the pandemic hit, we were ready. We took on new roles, faced down new challenges, and learned new skills. We reimagined how and where we worked. We cared for our colleagues. We supported our customers and communities in need. The past year has been an opportunity for Capital One to lead with our values and to live our mission. We were founded on the belief that the banking industry would be revolutionized by information and technology. We believed that if we created a company that could harness data and scientific testing on a massive scale, we could take a one-size-fits-all industry and bring better, mass-customized solutions to customers. Our goal was to build a technology company that does banking, and compete against banks that use technology. Capital One rode the wave of the digital and information revolution to become one of the fastest-growing financial services companies in the United States. 2 It didn’t come easy. We started with no money, no customers, and no brand. It took five lonely years before we had our first success. But our strategy worked. In the ensuing years, we refined the business model, attracted new customers, and scaled the company. We went public with our IPO in 1994, and we built one of the nation’s largest credit card businesses. Then we looked for ways in which technology and data would revolutionize other parts of financial services. We entered other businesses like auto finance and small business card. We expanded to the United Kingdom and Canada. We then took on the part of the industry that was slowest to evolve: retail banking. Today, we are a Fortune 100 company and one of the largest banks in the United States. Looking back, I am struck by how fortunate we have been. But often good fortune needs some helping along. Our founding quest—what has made Capital One special—has always been our people, our culture, and the way we do strategy. Talent is Our Business Great talent is perhaps the most talked about and least delivered-on thing in business. To us, it is the business. My line job—and the line job for all Capital One leaders—is to recruit and develop extraordinary and diverse talent. We search the world for star candidates to fill every open role, from the most junior associate to our Executive Committee and Board of Directors. We need associates who can adapt and innovate when there is no playbook, who have scar tissue from failure and who learned from it. We want people who are bold enough to believe they can change the world and have the humility to understand they need a lot of help to make it happen. Despite all the recent advances in technology, the power of great people continues to be the main driver of Capital One’s success. Today, Capital One is a talent beacon for highly sought-after roles like software engineering, data science, experience design, product management, and business analysis. We’ve earned accolades for being a great company to launch or accelerate technology careers. Our Technology Development Program is our largest of 10 talent programs for college graduates, and across the company we employ over 8,000 software engineers. In 2020, Capital One welcomed over 6,000 new associates and 1,000 interns. In response to the pandemic, we shifted from 10% virtual interviews to almost 100% virtual in two weeks, and our reimagined recruiting processes resulted in a 5-point increase in candidate net promoter scores. All along, we maintained an incredibly high bar for talent. Our people are the heart of Capital One. We Built an Open Culture Where Great People Have the Opportunity to Be Great Our values guide how we build products, serve customers, and treat each other. We elevate others. We seek out the wisdom of the crowd. Team meetings are a meritocracy of ideas where we embrace dissent. We give open and candid feedback. And we also constantly seek feedback— from peers, partners, clients, managers, and direct reports. We have high standards for ourselves and for each other. Growth and promotion are based not just on results but also on competencies and values. We value entrepreneurship. We encourage our associates to try new things and learn from failure. When we do fail, instead of placing blame, we take ownership and share our experiences with others so they can learn from our mistakes. Capital One is an incubator for innovation. In 2020, we were granted 747 U.S. patents, the highest among all financial services institutions. We were #7 among all companies in artificial intelligence patents, the only bank in the top 10. Capital One now holds more than 1,800 patents from more than 1,300 associate inventors. We invest in the growth and development of every associate through training and access to new roles or responsibilities. More than 70,000 unique users took advantage of our virtual learning platforms in 2020. Over 5,500 tech engineers earned their Certified Secure 3 Software Engineer (CSSE) certification and another 1,000 engineers earned their Amazon Web Services (AWS) certification at our Tech College. Our culture, then and now, makes Capital One special. Our Strategy Works Backwards from Where the World is Going Early in my career, I was often struck by the lack of true strategy at most companies. Many confuse short-term tactics with long-term strategy. They work forward from where they are, with a focus on getting better. But better may not be the market’s standard. And winning is nowhere close to where most companies are. Winning is often way over there. History is littered with once-successful companies that were late to acknowledge foundational shifts in their markets and were slow to adapt to technological change. At Capital One, we do things differently. We don’t start by looking at where Capital One is. We know that the market is boss, and we start there. We obsessively focus on trying to figure out where the world is going and what winning looks like. And then we go build that. This approach has served us well. It drove our founding idea and every bold choice since. And as the world changed dramatically over the last decade, it informed the transformation of our company. The beginning of the digital revolution was powered by a series of technology innovations that spanned over 50 years: the ENIAC computer in the 1940s, the personal computer in the 1980s, and the internet in the 1990s. And then almost all at once, there was a step change in the pace of disruption. Three waves of innovation—cloud computing, the mobile phone, and machine learning—arrived nearly simultaneously. They turned the world upside down, driving every company and every industry to an inexorable destination powered by big data and machine learning. It is the world of real-time, intelligent solutions. To you the customer, here’s what it means: instant solutions, customized for you. An explosion of start-ups rode these three waves to unicorn valuations and successful IPOs. And in financial services, FinTechs were excited to take on incumbents head-on and from every direction. The largest technology companies that ushered in these transformations created massive value for their customers and for their investors. They harnessed the disruption and opportunity of these three innovations and are now among the most valuable companies in the world. In the early 2010s, it became clear that every company was going to need to rethink how it worked. The financial services industry was no exception. Banking is inherently a digital product and ripe for innovation. Leveraging any one of mobile, cloud, or machine learning can be a transformational journey in itself. Harnessing all three at once was a staggering undertaking. And even though Capital One was a company built on technology and data, we knew that to deliver on the power and promise of real-time, intelligent solutions, we had to transform ourselves yet again. And so, in 2012, Capital One began a more comprehensive acceleration of our technology investments and transformation. Compared to our peers, we had an advantage, having been an original FinTech and having built our company on technology, information, data, and talent. But the world had moved so much and so quickly that Capital One—like much of corporate America— was stranded with insufficient technology talent and antiquated foundational technology, data ecosystems, and methods of working. Many companies have tried to bolt new technology capabilities onto legacy operations, or quarantine their talent, technology, or innovation to select pockets of their organizations. They have focused their investments on the top of the technology stack, delivering apps or online features to enhance the customer experience. Capital One took a different approach. We rebuilt our infrastructure from the bottom of the tech stack up. We embraced agile practices 4 We Reimagined Our Workspaces When the pandemic hit, we were one of the first companies to go remote. By mid-March, 98% of our non-branch U.S. associates were working from their homes, including more than 10,000 associates in operations and customer contact centers. to organize work across our teams, and we harnessed the power of APIs, microservices, and automation to build and deploy software. We modernized our applications. We went all-in on public cloud, and today we are one of the leading cloud companies in the world. We accelerated our investments in modern data environments that will serve as the foundation for machine learning capabilities and artificial intelligence. For years, there was little the outside world could see. But we continued to invest. And we have seen an acceleration in our ability to build and release software, prevent and detect fraud, and provide real-time and intelligent experiences to our customers. In 2020, we fully exited all of our data centers, one of the first enterprise companies in America to do so. Our ongoing transformation also enabled us to respond to the unique needs of our customers, businesses, and associates over the past 12 months. We will, no doubt, look back on 2020 as a time filled with enormous challenge and stress. But it has also been a time when Capital One showed its best. Responding to the Pandemic When I drove to our headquarters on March 6, 2020, it was the final day of our annual Board of Directors and senior management meeting, a time to review and discuss Capital One’s long-term strategy. Five days later, on March 11, the World Health Organization declared COVID-19 an official health pandemic. The NBA suspended its season. Tom Hanks tested positive for the virus. The following day, the U.S. stock market crashed, dropping 10%, the largest single-day decline since 1987. Within days, the global economy had ground to a halt. That meeting on March 6 turned out to be our last in-person gathering in more than a year. Today, I am writing this letter from my dining room table. Because the virus came so fast, every day mattered. We took early, aggressive measures to protect associates. We were one of the first 5 Banking Reimagined We were thrilled to be ranked by J.D. Power #1 in Customer Satisfaction among national banks. To experience banking reimagined you can visit a Capital One branch or Café—or take five minutes to sign up online or on your phone. companies to mandate remote work for our non-essential associates. By mid-March, 98% of our non-branch U.S. workforce was working remotely, including more than 10,000 people in our customer contact centers. Thousands were re-trained to support pandemic-related efforts across the company. We transformed our kitchens into offices and our bedrooms into virtual conference rooms. Colleagues met each other’s pets, tested out virtual backgrounds, and reminded each other (often) to unmute. While 40,000 of our associates transitioned to working from home, thousands of our branch and essential operations teams continued to work in roles that could not be performed remotely. Almost overnight, we reconfigured hundreds of bank branches to protect associates and customers. And to support business-critical roles, we adopted on-site safety measures and advanced screening solutions to support a safe and healthy working environment. The March mobilization was historic, but the pandemic’s ongoing impact also called for a broad and sustained rethinking of how to support associates. We provided additional paid time off and instituted temporary pay premiums and bonuses for branch and customer service associates. We increased family care time, relaxed our vacation policies, and waived the new hire waiting periods for benefits. We introduced new and enhanced programs to help associates with childcare. We invested in mental health services and expanded our health coverage for COVID-related illnesses. The pandemic also prompted us to develop new ways to help our customers and clients, many of whom were suffering economic pain and stress. Unemployment had spiked. Stores had been shut down. Capital One’s long-term investments in infrastructure, software, and cloud capabilities allowed us to instantly scale to meet the needs of our customers. In March, we began implementing large-scale customer accommodations, which took different forms depending on the customer need or line of business. In our Card and Auto businesses, we implemented forbearance programs, which allowed customers to skip payments with no late fees. We waived fees for many Retail Bank customers, and we modified our money movement policies to provide greater customer flexibility. For our commercial clients, our teams worked to provide customized relief and support. We also participated in the U.S. government’s Paycheck 6 Protection Program (PPP) to provide financial support to small businesses across the country, which have been at the center of this crisis and are a key driver of economic growth. Capital One distributed over $1.2 billion in PPP loans, funding more than 15,000 small businesses and supporting over 140,000 of their employees. We Were Resilient Under Stress and Delivered Solid Financial Performance Since our founding days, our growth opportunities have paradoxically come because we are focused on risk and resilience. We seek out structurally attractive businesses or customer segments. Our underwriting assumes stress, even during good times. We conservatively manage our funding, capital, and liquidity. The extraordinary events of the pandemic shaped our 2020 financial performance. But these long-standing choices continued to serve us well. Our provision for credit losses was the dominant driver of our financial results. The sharp economic downturn at the outset of the pandemic, combined with significant uncertainty about future recovery, drove very large additions to our reserve for future loan losses and resulted in negative earnings per share (EPS) in the first and second quarters. Despite the significant increase in unemployment and loan loss allowance in the first half of 2020, Capital One posted strikingly strong consumer credit metrics as the year progressed. This resulted in allowance decreases, increased earnings, and record quarterly EPS in the second half of the year. Strong credit results were driven by cautious consumers who spent less, saved more, and paid down debt. Significant government stimulus and support combined with widespread banking industry forbearance also contributed to those results. Across many key measures of our financial performance, we showed only moderate changes compared to 2019. Total company loan balances declined 5%, driven by consumer deleveraging and slower economic growth. Revenue was essentially flat versus 2019, but included a $535 million investment gain from our stake in the software company Snowflake, in which Capital One was an early investor. Pre-provision earnings increased about 3% to $13.5 billion. After years of steady improvement, the adjusted operating efficiency ratio increased to 46%, largely due to the financial implications of the pandemic. Full-year earnings were down significantly from 2019 as a result of the increase in the provision for future expected credit losses. Adjusted EPS decreased $6.30 to $5.79 and our return on tangible common equity fell from 14.4% in 2019 Clear Products and Compelling Rewards Our rewards cards provide consumers and small businesses cash back, points, and miles on every purchase every day. Our consumer checking accounts have no fees or minimums, and come with unlimited access to more than 40,000 fee-free ATMs nationwide. 7 to 6.2%. Core EPS, which excludes the changes in our allowance for future expected credit losses, increased from $11.19 in 2019 to $13.54 in 2020, reflecting solid business results and very low levels of actual credit losses in the year.* Despite the pandemic and massive economic slowdown, financial markets performed well in 2020 across a broad range of asset classes. But annual gains masked an unprecedented year of market activity, volatility, and uncertainty. In late February 2020, markets plummeted in the U.S. and across much of the world due to fear and uncertainty surrounding the pandemic. After dropping with the broader markets in the first half of the year, Capital One’s stock price ended the year at $98.85, down slightly from year-end 2019 but significantly outperforming the broader KBW bank index by 14 percentage points. Since we went public in 1994, Capital One’s return to shareholders is 2,322%, the highest of all major banks. We are confident in the long-term positioning of our businesses and the strategic opportunities that are being created as sweeping digital change continues to transform banking. In fact, the past year only accelerated the seismic shift towards digital and the technological transformation that we have been focused on over the last decade. Our sustained investments to transform our technology and how we work powered our response to the pandemic. And they position us to deliver long- term shareholder value in the future. We Invested in Our Businesses, Capabilities, and Brand Despite the economic challenges of 2020, our businesses delivered solid results and we invested in and grew our franchises. Our Card business serves a broad array of consumer, small business, and partnership customers. Capital One offers clear and compelling products, great digital capabilities, and valuable rewards programs. Our Auto business is focused on enhanced digital experiences for dealers and car buyers, and we continue to gain market share. We are now one of the largest auto lenders in the United States. Our Retail Bank posted 17% deposit growth and continued to grow new savings and checking relationships. In 2020, Capital One achieved the J.D. Power #1 Ranking in Customer Satisfaction among National Banks in the United States. Our commercial business is focused on serving and growing with our clients while maintaining strong underwriting and resilience. We are carefully choosing attractive segments of the market where deep industry specialization—and our teams, size, and technology—allow us to compete and achieve sustainable competitive advantage. Providing Real-time and Intelligent Digital Tools Our apps and tools like Eno, Auto Navigator, and CreditWise allow customers to securely and conveniently monitor their account, apply for an auto loan, and check their credit score. Anytime. Anywhere. 8 We continue to expand our servicing and standalone digital experiences that provide real-time, intelligent solutions for our customers. The Capital One mobile app and online banking services attract millions of customers who use our simple and intuitive digital tools to manage their money. Our mobile banking app has 4.8 stars in the App Store, and our online banking services continue to receive high net promoter scores from customers. Auto Navigator allows car buyers to search for inventory and obtain pre-approval for personalized financing on millions of cars, trucks, and SUVs across the country. All from the convenience of their couch. All in real time. Capital One’s digital assistant, Eno, watches out for a customer’s money even when they are not actively monitoring their account. Tens of millions of customers use CreditWise, which allows them to understand and improve their credit scores. And once the pandemic eases, our travel planning tools will make it easier for Capital One customers to find the best deals, book travel, and receive enhanced rewards on flights, hotels, and rental cars. In 2020, we continued to tell the Capital One story and market our businesses, products, and capabilities across a diverse set of platforms and channels. Our investments in digital, social media, video on-demand, and streaming services proved fortuitous given changing consumer behavior during the pandemic. To bring our products and digital experiences to life, we continued to produce highly rated advertising campaigns featuring Jennifer Garner, Samuel L. Jackson, Charles Barkley, Spike Lee, John Travolta, and Taylor Swift. We are big supporters of college athletics and college athletes. In 2020, we renewed our title sponsorship of the Capital One Orange Bowl for six more years, and we opportunistically sponsored the Rose Bowl. We are also excited to continue and grow our marquee sponsorship of the Men’s and Women’s Basketball Final Four. This past year we also served as the title Effortless Savings on Online Purchases Capital One Shopping is a free online tool that instantly checks for coupons, lower prices, and valuable rewards at over 30,000 online retailers. In the last year, Capital One Shopping found users over $160 million in savings. sponsor for two COVID-safe “Capital One’s The Match” golf events, which raised tens of millions for COVID relief and Historically Black Colleges and Universities. The Match 2.0 was the most watched cable golf event in history. And we’ve become the official sponsor of a popular Esports competition series, Twitch Rivals. Beyond sports, we sponsored COVID- friendly virtual music and food events including iHeartRadio’s Music Festival, Country Fest, Jingle Ball, and the NYC Wine & Food Festival. We Supported Our Communities Community engagement and philanthropy have always been at the core of who we are. We anticipated the disproportionate impact the pandemic and recession would have on entrepreneurs, communities of color, seniors, and lower- and middle-income individuals and families. 9 Investing in Our Brand In 2020, we continued to feature our compelling products in Capital One ads starring Jennifer Garner and Charles Barkley. We also spotlighted real small business owners, like David Collado from Happy Howie’s, who use Capital One’s Spark Small Business card to succeed and grow. We were one of the first large companies to adjust our grantmaking processes to allow nonprofit partners more discretion in how they used our financial support. We quickly committed $50 million in relief to organizations positioned to help 10 struggling communities and small businesses. Our associates successfully pivoted from in-person to virtual volunteerism, delivering high-impact pro bono assistance to hundreds of partners. We extended a number of new small business grants and, alongside many of our fellow financial institutions, contributed to Inclusiv’s Resilience Fund to support credit unions serving communities of color, many of which were disproportionately affected by the pandemic. Capital One also led a coalition of brands, including GoFundMe, HundredX, the National Urban League, and Ogilvy, to launch Small Unites, an advocacy program designed to rally consumers and communities across the country to champion local small businesses. In 2020, Capital One announced our new $200 million multi-year Impact Initiative. This program will serve as an initial step in a broader commitment to advance socioeconomic mobility by closing gaps in equity and opportunity. Our emphasis will be on racial equity, affordable housing, small business support, workforce development, and financial well-being. We Are Advancing Racial Equity Inside and Outside of Capital One As our country confronted long-simmering issues of racism and racial inequity, Capital One committed—both in voice and in action—to improve and ensure racial equity and inclusion in our workplace and communities. Our efforts are focused on growing the ranks of Black and Latinx executives at Capital One, increasing diversity awareness and capabilities among associates— especially leaders—and supporting community partners who specialize in racial equity. In 2020, we held virtual events on racial equity and social justice focused both within the workplace and beyond. Over 50,000 associates met with activists, authors, and experts in an ongoing series we refer to as our All IN: Live. These events support associates by advancing candid dialogue and raising the collective diversity, inclusion, and belonging consciousness and capabilities of our workforce. We also centered our philanthropic efforts around nonprofits focused on social justice initiatives, especially those working to break down structural barriers to racial equity. Thousands of our associates donated their money and time to nonprofits focused on these issues. Donations were matched by Capital One in what has been the largest corporate matching program in our history. Our efforts to support racial equity were not limited to philanthropy and programmatic support. In 2020, Capital One hosted 56 Year Up interns, our largest commitment to the workforce development nonprofit to date. Over 1,000 associates volunteered thousands of hours across our markets in McLean, Richmond, Dallas, and the NYC metro area to deliver professional development, mentoring, targeted training, resumé reviews, and mock interviews. We also continued to invest in supplier diversity, successfully piloting a new mentorship and development program that pairs Capital One associates with Black-owned businesses for a formal training experience. Our Business Resource Groups (BRGs) are voluntary, associate-led communities based on shared interests and backgrounds. They deepen our understanding of different cultures, people, and experiences. They enable associates to build connections and bridge differences. BRGs play a central role in advancing inclusion and were critical in 2020. Not only did these groups focus on their own members and goals, but we saw an increase in intersectionality programming and engagement, where multiple BRGs collaborated on issues or impact. Over 60% of our global workforce now belongs to one or more of our seven BRGs. This year alone, we gained more than 9,500 new members and allies across these communities. Giving Back through Philanthropy and Service Over the past year, we quickly mobilized to provide grants and pro bono assistance to communities and organizations most impacted by COVID-19. We also announced our five-year, $200 million Impact Initiative to advance socioeconomic mobility. Power of 10, Washington, D.C. 11 We Are Widely Recognized as a Great Place to Work and Grow Your Career As you can see from the cover of this year’s report, Capital One continues to be recognized for our community impact and for being a great place to start, grow, or accelerate your career. For our 9th consecutive year, we placed on Fortune magazine’s 100 Best Companies to Work For (#24), jumping 15 places from 2019. We also earned recognition in Fortune magazine’s Championing Diversity, Inclusion, & Belonging Our diversity makes us a more innovative and successful company. Our Business Resource Groups help ensure that every Capital One associate is heard, accepted, and supported. Over 32,000 associates belong to at least one BRG as a member or ally. Female Associates and Allies LGBTQ+ Associates and Allies Black Associates and Allies Hispanic/Latinx Associates and Allies Veterans, Military Families, and Allies Asian and Pacific Islander Associates and Allies Associates with a Disability, Caregivers, and Allies “Best Workplaces for Women” (#12). Our efforts to support our associates with children were noted as well, as we earned a spot on several lists from Working Mother magazine, including “100 Best Companies,” “Best Companies for Multicultural Women,” and their inaugural “Best Companies for Dads.” We were lauded for our diversity, inclusion, and belonging efforts. Capital One was noted as a DiversityInc Top 50 “Companies for Diversity” and was captured on two of their specialty lists: “Top Companies for LGBTQ+ Employees” and “Top Companies for Veterans.” We were also designated as #14 on the list of “Best for Vets Employers” from the Military Times and were recognized as a G.I. Jobs “Military Friendly Employer” (Silver) & “Military Friendly Spouse Employer.” We received a perfect score of 100% on the Disability:IN Disability Equality Index and received a top score of 100, and the distinction of “Best Places to Work for LGBTQ Equality” on the Human Rights Campaign (HRC) Corporate Equality Index, our 17th consecutive year on that list. Today, the vast majority of Capital One’s non-branch or essential operations associates are working remotely. We have adapted strikingly well to this new way of working together, and we have heard from our associates about the benefits of working from home. In the future, we expect associates will have increased flexibility and choice as to how and where they work. We will take the learnings from this unique moment to find new ways to support our associates and drive collaboration and innovation across the company. At the same time, we expect that in-person work environments will return as an important part of Capital One once the pandemic eases. We have vibrant campuses in great cities across the U.S., U.K., and Canada. Our spaces bring teams together, support associate development, and drive innovation. And we expect that in-person work will be critically important for our building connection, community, and culture in the future. 12 Fueling Innovation with Inspiring Workspaces Our campuses play an important role in fostering community, collaboration, and culture. We give associates flexibility in where and how they work, and we are investing to promote associate productivity, engagement, and well-being. Our expanding headquarters in Tysons, VA, combines modern workspaces with public restaurants, shops, community events, and a state-of-the-art performance hall. Tysons, VA | Capital One Center Plano, TX | Photo: Pascale Photography The Moment and The Opportunity This last year has been a trying time for all of humankind. I stood in awe of the resilience and ingenuity we witnessed as the world battled this virus together. This year also served as a test, and an opportunity, for Capital One. I marveled at the ingenuity of our associates as they reimagined how we work and the humanity with which they supported our customers and each other. We accomplished so much together in the most unusual of circumstances. Today, I look around and feel such a sense of possibility. I am humbled to have the good fortune to lead this company and be part of this life-changing journey to Change Banking for Good. Richard D. Fairbank Chairman, CEO and President *Adjusted amounts shown herein are non-GAAP measures that reflect adjustments to our 2020 and 2019 GAAP results. The adjustments in 2020 consist of (i) legal reserve activity of $313 million, including insurance recoveries, (ii) a U.K. PPI reserve release of $36 million, (iii) net Cybersecurity Incident remediation expenses of $27 million. The adjustments in 2019 consist of (i) $212 million of U.K. PPI reserve build, (ii) Walmart launch and integration expenses of $211 million, (iii) the initial Walmart allowance build of $84 million, (iv) net Cybersecurity Incident remediation expenses of $38 million, and (v) restructuring charges of $28 million. Core earnings is a measure that excludes from our GAAP results builds or releases in our allowance for credit losses and any impairment or amortization of intangible assets. Please refer to the “Compensation Discussion and Analysis” section of our 2021 Proxy Statement for more information on this metric. 13 Financial Summary Loans Held for Investment ($ in Billions) $252 ’94 ’95 ’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’20 Source: COF Forms 10-K published at sec.gov Total Net Revenue ($ in Millions) $28,523 ’94 ’95 ’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’20 Source: COF Forms 10-K published at sec.gov Note: Figures prior to 2005 do not include the effects of securitization transactions qualifying as sales under GAAP Diluted Earnings Per Common Share (Dollars) $5.18 ’94 ’95 ’96 ’97 ’98 ’99 ’00 ’01 ’02 ’03 ’04 ’05 ’06 ’07 ’08 ’09 ’10 ’11 ’12 ’13 ’14 ’15 ’16 ’17 ’18 ’19 ’20 Source: COF Forms 10-K and earnings release materials published at sec.gov Note: 2017 net income per diluted share as reported under GAAP was $3.49 per share. The amount above has been adjusted to exclude the $1.77 billion ($3.59 per share) non-cash impact of U.S. tax reform, which reflected our estimate as of December 31, 2017. 2008 loss as reported under GAAP was $0.21 per share. The amount above has been adjusted to exclude an $811 million ($2.14 per share) non-cash goodwill impairment, and the associated $7 million tax effect of the impairment ($0.01 per share), related to our Auto Finance business. 14 Dollars in millions, except per share data and as noted Income Statement: Net interest income Non-interest income Total net revenue Provision for credit losses Non-interest expense Income from continuing operations before income taxes Income tax provision Income from continuing operations, net of tax Income (loss) from discontinued operations, net of tax Net income Dividends and undistributed earnings allocated to participating securities Preferred stock dividends Issuance cost for redeemed preferred stock Net income available to common stockholders Common Share Statistics: Basic earnings per common share: Income from continuing operations, net of tax Income (loss) from discontinued operations, net of tax Net income per common share Diluted earnings per common share: Income from continuing operations, net of tax Income (loss) from discontinued operations, net of tax Net income per diluted common share Dividends declared and paid per common share Balance Sheet: Loans held for investment Interest-earning assets Total assets Interest-bearing deposits Total deposits Borrowings Common equity Total stockholders’ equity Average Balances: Loans held for investment Interest-earning assets Total assets Interest-bearing deposits Total deposits Borrowings Common equity Total stockholders’ equity Credit Quality Metrics: Allowance for credit losses Allowance as a % of loans held for investment Net charge-offs Net charge-off rate 30+ day performing delinquency rate 30+ day total delinquency rate Performance Metrics: Purchase volume Total net revenue margin Net interest margin Return on average assets Return on average common equity Return on average tangible common equity Efficiency ratio Operating efficiency ratio Effective income tax rate on continuing operations Employees (period end, in thousands) Capital Ratios: Common equity Tier 1 capital ratio Tier 1 capital ratio Total capital ratio Tier 1 leverage ratio Tangible common equity ratio $ $ $ $ $ $ $ $ $ $ $ $ 2020 2019 $ $ $ $ $ $ $ $ $ $ $ $ 22,913 5,610 28,523 10,264 15,056 3,203 486 2,717 (3) 2,714 (20) (280) (39) 2,375 5.20 (0.01) 5.19 5.19 (0.01) 5.18 1.00 251,624 388,917 421,602 274,300 305,442 40,539 55,356 60,204 253,335 378,362 411,187 263,279 290,835 46,588 52,954 58,201 15,564 6.19 % 5,225 2.06 % 2.41 2.61 414,312 7.54 % 6.06 0.66 4.49 6.24 52.79 47.14 15.2 52.0 13.7 % 15.3 17.7 11.2 10.0 23,340 5,253 28,593 6,236 15,483 6,874 1,341 5,533 13 5,546 (41) (282) (31) 5,192 11.07 0.03 11.10 11.02 0.03 11.05 1.60 265,809 355,202 390,365 239,209 262,697 55,697 53,157 58,011 247,450 341,510 374,924 231,609 255,065 50,965 50,960 55,690 7,208 2.71 % 6,252 2.53 % 3.51 3.74 424,765 8.37 % 6.83 1.48 10.16 14.37 54.15 46.20 19.5 51.9 12.2 % 13.7 16.1 11.7 10.2 15 Capital One Financial Corporation Directors and Executive Officers Board of Directors Executive Officers Richard D. Fairbank Chairman, CEO and President Capital One Financial Corporation Ime Archibong Head of New Product Experimentation, Facebook Aparna Chennapragada C, R Vice President and General Manager of Consumer Shopping, Google Ann Fritz Hackett C, G, R Former Strategy Consulting Partner Peter Thomas Killalea C, R Owner and President, Aoinle, LLC Cornelis Petrus Adrianus Joseph “Eli” Leenaars A, C, R Vice Chairman, Global Wealth Management Division UBS Group AG Pierre E. Leroy A, C, R Former Managing Partner, Aspiture, LLC François Locoh-Donou C, G President, CEO and Director, F5 Networks, Inc. Peter E. Raskind G, R Former Chairman, President and CEO National City Corporation Eileen Serra A, R Former Senior Advisor, JP Morgan Chase & Co. Former CEO, Chase Card Services Mayo A. Shattuck III C, G Chairman, Exelon Corporation Bradford H. Warner A, R Former President of Premier and Small Business Banking Bank of America Corporation Catherine G. West A, R Former Special Advisor, Promontory Financial Group Craig Anthony Williams President, Jordan Brand, Nike, Inc. Richard D. Fairbank Chairman, CEO and President Robert M. Alexander Chief Information Officer Jory A. Berson Chief Human Resources Officer R. Scott Blackley* Chief Financial Officer Kevin S. Borgmann Senior Advisor to the CEO Matthew W. Cooper General Counsel Lia N. Dean President, Retail Bank & Premium Card Products John G. Finneran, Jr. Senior Advisor to the CEO and Corporate Secretary Sheldon “Trip” Hall Chief Risk Officer Celia S. Karam Chief Audit Officer Frank G. LaPrade, III Chief Enterprise Services Officer and Chief of Staff to the CEO Michael C. Slocum President, Commercial Banking Michael J. Wassmer President, Card Sanjiv Yajnik President, Financial Services Andrew Young* Chief Financial Officer A Audit Committee C Compensation Committee G Governance and Nominating Committee R Risk Committee * Andrew Young became Capital One’s Chief Financial Officer effective March 1, 2021, at which time R. Scott Blackley ceased to be Chief Financial Officer. 16 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________________________ FORM 10-K ____________________________________ ☒ ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 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) ____________________________________ (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) Delaware 54-1719854 1680 Capital One Drive, McLean, Virginia (Address of principal executive offices) 22102 (Zip Code) Registrant’s telephone number, including area code: (703) 720-1000 ____________________________________ Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Common Stock (par value $.01 per share) Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G Trading Symbol(s) COF COF PRG Name of Each Exchange on Which Registered New York Stock Exchange New York Stock Exchange Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H COF PRH New York Stock Exchange Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I COF PRI New York Stock Exchange Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J COF PRJ New York Stock Exchange Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K COF PRK New York Stock Exchange 0.800% Senior Notes Due 2024 1.650% Senior Notes Due 2029 COF24 COF29 New York Stock Exchange New York Stock Exchange Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Securities registered pursuant to section 12(g) of the Act: None ____________________________________ 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 Non-accelerated filer ☒ ☐ Accelerated filer Smaller reporting company Emerging growth company ☐ ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒ The aggregate market value of the voting stock held by non-affiliates of the registrant as of the close of business on June 30, 2020 was approximately $28.3 billion. As of January 31, 2021, there were 459,236,740 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 6, 2021, are incorporated by reference into Part III. DOCUMENTS INCORPORATED BY REFERENCE TABLE OF CONTENTS PART I Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operations and Business Segments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Human Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 4. Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) . . . Executive Summary and Business Outlook . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Results of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Off-Balance Sheet Arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business Segment Financial Performance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Critical Accounting Policies and Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounting Changes and Developments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Risk Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liquidity Risk Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Market Risk Profile . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplemental Tables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Glossary and Acronyms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 7A. Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 4 4 4 7 8 8 19 21 22 23 41 41 41 41 42 42 44 47 48 50 55 57 57 66 70 70 77 83 96 100 104 109 115 115 121 122 123 124 125 1 Capital One Financial Corporation (COF) Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 1—Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 2—Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 3—Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments . . . . . . . . Note 5—Variable Interest Entities and Securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 6—Goodwill and Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 7—Premises, Equipment and Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 8—Deposits and Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 9—Derivative Instruments and Hedging Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 10—Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 11—Regulatory and Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 12—Earnings Per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 13—Stock-Based Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 14—Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 15—Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 16—Fair Value Measurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 17—Business Segments and Revenue from Contracts with Customers . . . . . . . . . . . . . . . . . . . Note 18—Commitments, Contingencies, Guarantees and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 19—Capital One Financial Corporation (Parent Company Only) . . . . . . . . . . . . . . . . . . . . . . . . Note 20—Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III Item 10. Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters . . . Item 13. Certain Relationships and Related Transactions, and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . Item 14. Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART IV Item 15. Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 16. Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXHIBIT INDEX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 127 127 143 146 154 158 162 165 167 169 178 182 184 185 187 189 193 202 207 211 213 214 214 214 215 215 215 215 215 215 216 216 216 217 221 2 Capital One Financial Corporation (COF) INDEX OF MD&A AND SUPPLEMENTAL TABLES MD&A Tables: 1 2 3 4 5 6 7 8 9 9.1 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 Average Balances, Net Interest Income and Net Interest Margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate/Volume Analysis of Net Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Interest Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-Interest Expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans Held for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Funding Sources Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business Segment Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Card Business Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domestic Card Business Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking Business Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Banking Business Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Category Results . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital Ratios Under Basel III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Regulatory Risk-Based Capital Components and Regulatory Capital Metrics . . . . . . . . . . . . . . . . . . . . . . . . . Preferred Stock Dividends Paid Per Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portfolio Composition of Loans Held for Investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan Maturity Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Card Portfolio by Geographic Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking Portfolio by Geographic Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Banking Portfolio by Geographic Region . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Loans by Industry . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Score Distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30+ Day Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Aging and Geography of 30+ Day Delinquent Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 90+ Day Delinquent Loans Accruing Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming Loans and Other Nonperforming Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Charge-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Troubled Debt Restructurings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity . . . . . . . . . . . . . . . Allowance Coverage Ratios . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liquidity Reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits Composition and Average Deposits Interest Rates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maturities of Large-Denomination Domestic Time Deposits—$100,000 or More . . . . . . . . . . . . . . . . . . . . . Long-Term Funding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior Unsecured Long-Term Debt Credit Ratings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Contractual Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest Rate Sensitivity Analysis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 51 52 53 54 55 56 56 58 59 61 62 64 65 73 74 75 84 85 85 86 86 87 88 88 89 90 90 91 93 95 96 96 97 98 98 99 99 101 Supplemental Tables: A B C D E F G Loans Held for Investment Portfolio Composition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Performing Delinquencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming Loans and Other Nonperforming Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net Charge-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary of Allowance for Credit Losses and Reserve for Unfunded Lending Commitments . . . . . . . . . . . . Reconciliation of Non-GAAP Measures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selected Quarterly Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 104 104 105 106 106 107 108 3 Capital One Financial Corporation (COF) PART I Item 1. Business OVERVIEW General Capital One Financial Corporation, a Delaware corporation established in 1994 and headquartered in McLean, Virginia, is a diversified financial services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation and its subsidiaries (the “Company” or “Capital One”) offer a broad array of financial products and services to consumers, small businesses and commercial clients through digital channels, branches, Cafés and other distribution channels. As of December 31, 2020, our principal subsidiaries included: • • Capital One Bank (USA), National Association (“COBNA”), which offers credit and debit card products, other lending products and deposit products; and Capital One, National Association (“CONA”), which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients. The Company is hereafter collectively referred to as “we,” “us” or “our.” COBNA and CONA are collectively referred to as the “Banks.” References to “this Report” or our “2020 Form 10-K” or “2020 Annual Report” are to our Annual Report on Form 10- K for the fiscal year ended December 31, 2020. All references to 2020, 2019, 2018, 2017 and 2016, refer to our fiscal years ended, or the dates, as the context requires, December 31, 2020, December 31, 2019, December 31, 2018, December 31, 2017 and December 31, 2016, respectively. Certain business terms used in this document are defined in the “MD&A—Glossary and Acronyms” and should be read in conjunction with the Consolidated Financial Statements included in this Report. As one of the nation’s largest banks based on deposits as of December 31, 2020, we service banking customer accounts through digital channels, as well as through branch locations, call centers, ATMs and Cafés. We also operate as one of the largest online direct banks in the United States of America (“U.S.”) by deposits. In addition to bank lending, treasury management and depository services, we offer credit and debit card products, auto loans and other consumer lending products in markets across the U.S. 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, 2020. We also offer products outside of the U.S. principally through Capital One (Europe) plc (“COEP”), an indirect subsidiary of COBNA organized and located in the United Kingdom (“U.K.”), and through a branch of COBNA in Canada. Both COEP and our Canadian branch of COBNA have the authority to provide credit card loans. Business Developments We regularly explore and evaluate opportunities to acquire financial products and services as well as financial assets, including credit card and other loan portfolios, and enter into strategic partnerships as part of our growth strategy. We also explore opportunities to acquire technology companies and related assets to improve our information technology infrastructure and to deliver on our digital strategy. We may issue equity or debt to fund our acquisitions. In addition, we regularly consider the potential disposition of certain of our assets, branches, partnership agreements or lines of business. In the fourth quarter of 2020, we entered into an agreement to sell a partnership credit card loan portfolio of approximately $2.1 billion, which had been transferred to held for sale as of September 30, 2020, resulting in an allowance release of $327 million. On September 24, 2019, we launched a new credit card issuance program with Walmart Inc. (“Walmart”) and are now the exclusive issuer of Walmart’s cobrand and private label credit card program in the U.S.. On October 11, 2019, we completed the acquisition of the existing portfolio of Walmart’s cobrand and private label credit card receivables, which added approximately $8.1 billion to our domestic credit card loans held for investment portfolio as of the acquisition date. 4 Capital One Financial Corporation (COF) Coronavirus Disease 2019 (COVID-19) Pandemic The COVID-19 pandemic has resulted in a global public-health crisis, disrupting economies and introducing significant volatility into financial markets and uncertainty as to when economic and operating conditions will return to normalcy. This crisis continues to impact individuals, households and businesses in a multitude of ways. Companies in the U.S. and abroad have experienced unprecedented disruptions to normal business operations, including customer-facing interactions, supply chains, office closures, changes in demand for products and services, and others. Financial institutions, including us, have been deemed an essential service and exempted from the myriad of shutdowns across the country. We transformed how we work in order to protect the well-being of our associates and our customers, serve our customers, support our communities, and position ourselves to navigate the challenges ahead. Since the start of the COVID-19 pandemic, a significant majority of our associates across our workforce have transitioned to working remotely, relying on our technology infrastructure and systems that have been designed for resilience and security. The majority of our associates will continue to work remotely through at least the summer of 2021, as we continue to prioritize their safety while planning our return to the office. We have been able to continue serving customers by successfully managing critical functions and keeping our lines of business operating. We implemented additional paid benefits and flexible attendance policies that are intended to enable our associates to care for their families and loved ones, including increased pay for branch and Café associates working in open locations, associates that perform essential and time-sensitive banking activities that cannot be performed remotely, and other U.S.-based associates in roles instrumental to maintaining essential customer support. We continue to monitor and revise our safety precautions and policies at banking locations as government authorities continue to implement and modify measures to contain the further spread of COVID-19. In our Retail Banking business, nearly all of our Cafés and branches across our network are open with increased safety precautions. We will continue to monitor local conditions to ensure the safety of our associates and customers while providing critical banking services. We have offered a range of policies and programs to accommodate customer hardship across our lines of business. In our Credit Card and Auto businesses, our customers, who were in need and made a request, received forbearance primarily in the form of short-term payment deferrals or extensions and fee waivers. In our Retail Banking business, we waived select fees for impacted customers and offered short-term payment deferrals for our small business banking customers. We have also been working with our Commercial Banking customers on a more customized basis. In addition, we have participated in the Paycheck Protection Program (“PPP”), established by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) enacted in March 2020 and implemented by the Small Business Administration. See “MD&A—Credit Risk Profile” for more information about our customer assistance programs, including enrollment volumes and outstandings, customer performance and current program offerings. We reported net income of $2.7 billion ($5.18 per diluted common share) for 2020, which reflects $5.0 billion in allowance builds in the first and second quarters of 2020 due to expectations of economic worsening as a result of the COVID-19 pandemic. These allowance builds, in combination with the adoption impact of the Current Expected Credit Loss (“CECL”) standard, significantly increased our allowance coverage ratio to 6.19% as of December 31, 2020 from 2.71% as of December 31, 2019. For more information, see “MD&A—Executive Summary and Business Outlook” and “MD&A—Credit Risk Profile.” We have continued to evaluate the potential impact on our goodwill impairment analysis and have incorporated recent market events and trends into our valuations of instruments measured at fair value. See more details in “MD&A—Critical Accounting Policies and Estimates,” “MD&A—Market Risk Profile” and “Note 9—Derivative Instruments and Hedging Activities.” See “MD&A—Liquidity Risk Profile” for information relating to our liquidity reserves as of December 31, 2020. The COVID-19 pandemic impacted the demand for our products and services throughout 2020. In our Domestic Card business, loan balances, and revenue are down year-over-year, while purchase volume was relatively flat due to higher first and fourth quarter activity substantially offsetting year-over-year volume declines in the second and third quarters. In our Auto business, we saw an increase in origination volumes and loan growth driven by our relationship strategy and digital capabilities that we have developed. In our Retail Banking business, we have seen strong deposit growth throughout the year from increased consumer savings aided by the impact of government stimulus. In our Commercial Banking business, loan balances were relatively flat year-over year, while deposit balances were up significantly, reflecting the impact of the economic environment and government stimulus on our customers. We are actively monitoring and responding to developments across the myriad of landscapes affected by the COVID-19 pandemic, including social, financial, legal, regulatory and governmental. As guidance is issued by governments and our regulators, we continue to assess the impacts on us. As government authorities continue to implement, modify and reinstate social distancing and reopening plans and other measures to contain the further spread of COVID-19, including the 5 Capital One Financial Corporation (COF) administration of vaccines, we will continue to adjust our business operations, policies and practices, keeping the best interests of our associates, customers and business partners at the forefront. Cybersecurity Incident On July 29, 2019, we announced that on March 22 and 23, 2019 an outside individual gained unauthorized access to our systems. This individual obtained certain types of personal information relating to people who had applied for our credit card products and to our credit card customers (the “Cybersecurity Incident”). We retained a leading independent cybersecurity firm that confirmed we correctly identified and fixed the specific configuration vulnerability exploited in the Cybersecurity Incident. We continue to invest significantly in cybersecurity and related risk management activities and expect to make additional investments as we continue to assess our cybersecurity program. During the year ended December 31, 2020, we incurred $66 million of incremental expenses related to the remediation of and response to the Cybersecurity Incident, offset by $39 million of insurance recoveries. To date, we have incurred $138 million of incremental expenses, offset by $73 million of insurance recoveries pursuant to the cyber risk insurance coverage we carry. These expenses mainly consist of customer notifications, credit monitoring, technology costs, and professional and legal support. We expect any further expenses, net of insurance, to be immaterial in future periods. We carry insurance to cover certain costs associated with a cyber risk event. This insurance has a total coverage limit of $400 million and is subject to a $10 million deductible, which was met in the third quarter of 2019, as well as standard exclusions. The expenses discussed in this paragraph do not include any amounts related to the matters described in “Note 18—Commitments, Contingencies, Guarantees and Others.” Although the ultimate magnitude and timing of expenses or other impacts to our business or reputation related to the Cybersecurity Incident are uncertain, they may be significant, and some of the costs may not be covered by insurance. However, we do not believe that this incident will materially impact our strategy or our long-term financial health. For more information, see “Note 18—Commitments, Contingencies, Guarantees and Others.” Additional Information Our common stock trades on the New York Stock Exchange (“NYSE”) under the symbol “COF” and is included in the Standard & Poor’s (“S&P”) 100 Index. We maintain a website at www.capitalone.com. Documents available under Corporate Governance in the Investor Relations section of our website include: • • • our Code of Conduct; our Corporate Governance Guidelines; and charters for the Audit, Compensation, Governance and Nominating, and Risk Committees of the Board of Directors. These documents also are available in print to any stockholder who requests a copy. We intend to disclose future amendments to certain provisions of our Code of Conduct, and waivers of our Code of Conduct granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver. In addition, we make available free of charge through our website all of our U.S. Securities and Exchange Commission (“SEC”) filings, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports, as soon as reasonably practicable after electronically filing or furnishing such material to the SEC at www.sec.gov. 6 Capital One Financial Corporation (COF) OPERATIONS AND BUSINESS SEGMENTS Our consolidated total net revenues are derived primarily from lending to consumer and commercial customers net of funding costs associated with our deposits, long-term debt and other borrowings. We also earn non-interest income which primarily consists of interchange income, net of reward expenses, service charges and other customer-related fees. Our expenses primarily consist of the provision for credit losses, operating expenses, marketing expenses and income taxes. Our principal operations are organized for management reporting purposes into three major business segments, which are defined primarily based on the products and services provided or the types of customers served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into or managed as a part of our existing business segments. Certain activities that are not part of a segment, such as management of our corporate investment portfolio, asset/liability management by our centralized Corporate Treasury group and residual tax expense or benefit to arrive at the consolidated effective tax rate that is not assessed to our primary business segments, are included in the Other category. • • • Credit Card: Consists of our domestic consumer and small business card lending, and international card businesses in Canada and the United Kingdom. Consumer Banking: Consists of our deposit gathering and lending activities for consumers and small businesses, and national auto lending. Commercial Banking: Consists of our lending, deposit gathering, capital markets and treasury management services to commercial real estate and commercial and industrial customers. Our customers typically include companies with annual revenues between $20 million and $2 billion. Customer usage and payment patterns, credit quality, levels of marketing expense and operating efficiency all affect our profitability. In our Credit Card business, we experience fluctuations in purchase volume and the level of outstanding loan receivables due to seasonal variances in consumer spending and payment patterns which, for example, have historically been the highest around the winter holiday season. Net charge-off rates for our credit card loan portfolio also have historically exhibited seasonal patterns as well and generally tend to be the highest in the first quarter of the year. For additional information on our business segments, including the financial performance of each business, see “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)—Executive Summary and Business Outlook,” “MD&A—Business Segment Financial Performance” and “Note 17—Business Segments and Revenue from Contracts with Customers” of this Report. 7 Capital One Financial Corporation (COF) COMPETITION Each of our business segments operates in a highly competitive environment, and we face competition in all aspects of our business from numerous bank and non-bank providers of financial services. Our Credit Card business competes with international, national, regional and local issuers of Visa and MasterCard credit cards, as well as with American Express®, Discover Card®, private-label card brands, and, to a certain extent, issuers of debit cards. In general, customers are attracted to credit card issuers largely on the basis of price, credit limit, reward programs and other product features. Our Consumer Banking and Commercial Banking businesses compete with national, state and direct banks for deposits, commercial and auto loans, as well as with savings and loan associations and credit unions for loans and deposits. Our competitors also include automotive finance companies, commercial mortgage banking companies and other financial services providers that provide loans, deposits, and other similar services and products. In addition, we compete against non-depository institutions that are able to offer these products and services. We also consider new and emerging companies in the digital and mobile payments space and other financial technology providers among our competitors. We compete with many forms of payment mechanisms, systems and products, offered by both bank and non-bank providers. Our businesses generally compete on the basis of the quality and range of their products and services, transaction execution, innovation and price. Competition varies based on the types of clients, customers, industries and geographies served. Our ability to compete depends, in part, on our ability to attract and retain our associates and on our reputation as well as our ability to keep pace with innovation, in particular in the development of new technology platforms. There can be no assurance, however, that our ability to market products and services successfully or to obtain adequate returns on our products and services will not be impacted by the nature of the competition that now exists or may later develop, or by the broader economic environment. For a discussion of the risks related to our competitive environment, see “Part I—Item 1A. Risk Factors.” SUPERVISION AND REGULATION The regulatory framework applicable to banking organizations is intended primarily for the protection of depositors and the stability of the U.S. financial system, rather than for the protection of shareholders and creditors. As a banking organization, we are subject to extensive regulation and supervision. In addition to banking laws and regulations, we are subject to various other laws and regulations, all of which directly or indirectly affect our operations and management and our ability to make distributions to shareholders. We and our subsidiaries are also subject to supervision and examination by multiple regulators. In addition to laws and regulations, state and federal bank regulatory agencies may issue policy statements, interpretive letters and similar written guidance applicable to us and our subsidiaries. Any change in the statutes, regulations or regulatory policies applicable to us, including changes in their interpretation or implementation, could have a material effect on our business or organization. Both the scope of the laws and regulations and the intensity of the supervision to which we are subject have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors such as technological, political and market changes. Regulatory enforcement and fines have also increased across the banking and financial services sector. The descriptions below summarize certain significant state and federal laws to which we are subject. The descriptions are qualified in their entirety by reference to the particular statutory or regulatory provisions summarized. They do not summarize all possible or proposed changes in current laws or regulations and are not intended to be a substitute for the related statues or regulatory provisions. Banking Regulation 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 approval requirements for investments in or acquisitions of banking organizations, capital adequacy standards and limitations on non-banking activities. As a BHC and FHC, we are subject to supervision, examination and regulation by the Board of Governors of the Federal Reserve System (“Federal Reserve”). Permissible activities for a BHC include those activities that are so closely related to banking as to be a proper incident thereto. In addition, an FHC is permitted to engage in activities 8 Capital One Financial Corporation (COF) considered to be financial in nature (including, for example, securities underwriting and dealing and merchant banking activities), incidental to financial activities or, if the Federal Reserve determines that they pose no risk to the safety or soundness of depository institutions or the financial system in general, activities complementary to financial activities. To become and remain eligible for FHC status, a BHC and its subsidiary depository institutions must meet certain criteria, including capital, management and Community Reinvestment Act (“CRA”) requirements. Failure to meet such criteria could result, depending on which requirements were not met, in restrictions on new financial activities or acquisitions or being required to discontinue existing activities that are not generally permissible for BHCs. The Banks are national associations chartered under the National Bank Act, and the deposits of which are insured by the Deposit Insurance Fund (“DIF”) of the Federal Deposit Insurance Corporation (“FDIC”) up to applicable limits. The Banks are subject to comprehensive regulation and periodic examination by the Office of the Comptroller of the Currency (“OCC”), the FDIC and the Consumer Financial Protection Bureau (“CFPB”). We are also registered as a financial institution holding company under the laws of the Commonwealth of Virginia and, as such, we are subject to periodic examination by the Virginia Bureau of Financial Institutions. We also face regulation in the international jurisdictions in which we conduct business. See “Regulation of Businesses by Authorities Outside the United States” below for additional details. Regulation of Business Activities The business activities of the Company and the Banks are also subject to regulation and supervision under various laws and regulations. Regulations of Consumer Lending Activities The activities of the Banks as consumer lenders are subject to regulation under various federal laws, including, for example, the Truth in Lending Act (“TILA”), the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the CRA, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”), the Servicemembers Civil Relief Act and the Military Lending Act, as well as under various state laws. TILA, as amended, imposes a number of restrictions on credit card practices impacting rates and fees, requires that a consumer’s ability to pay be taken into account before issuing credit or increasing credit limits, and imposes revised disclosures required for open-end credit. Depending on the underlying issue and applicable law, regulators may be authorized to impose penalties for violations of these statutes and, in certain cases, to order banks to compensate customers. Borrowers may also have a private right of action for certain violations. Federal bankruptcy and state debtor relief and collection laws may also affect the ability of a bank, including the Banks, to collect outstanding balances owed by borrowers. Debit Interchange Fees The Dodd-Frank Act requires that the amount of any interchange fee received by a debit card issuer with respect to debit card transactions be reasonable and proportional to the cost incurred by the issuer with respect to the transaction. Rules adopted by the Federal Reserve to implement these requirements limit interchange fees per debit card transaction to $0.21 plus five basis points of the transaction amount and provide for an additional $0.01 fraud prevention adjustment to the interchange fee for issuers that meet certain fraud prevention requirements. Privacy, Data Protection and Cybersecurity We are subject to multiple federal and state laws concerning privacy, data protection and cybersecurity, such as the Gramm- Leach Bliley Act (“GLBA”). This area has seen an increase in legislative and regulatory activity over the past several years. For example, in 2018, the State of California passed the California Consumer Privacy Act (“CCPA”), which became effective on January 1, 2020. The CCPA and its implementing regulations, as recently amended by the California Privacy Rights Act, create obligations on covered companies to, among other things, share certain information they have collected about individuals who are California residents with those individuals, subject to some exceptions. In addition, in December 2020, the Federal Reserve, OCC and FDIC (collectively, the “Federal Banking Agencies”) issued a notice of proposed rulemaking that, among other things, would require a banking organization to notify its primary federal regulators within 36 hours after identifying a "computer-security incident" that the banking organization believes in good faith 9 Capital One Financial Corporation (COF) could materially disrupt, degrade or impair its business or operations in a manner that would, among other things, jeopardize the viability of its operations, result in customers being unable to access their deposit and other accounts, result in a material loss of revenue, profit or franchise value, or pose a threat to the financial stability of the United States. We continue to monitor data privacy and cybersecurity legal developments in the jurisdictions in which we do business. For further discussion of privacy, data protection and cybersecurity, and related risks for our business, see “Part I—Item 1A. Risk Factors” under the headings “We face risks related to our operational, technological and organizational infrastructure,” “Theft, loss or misuse of information as a result of a cyber-attack may result in increased costs, reductions in revenue, reputational damage and business disruptions,” and “Potential data protection and privacy incidents, and our required compliance with laws and regulations related to these areas, may increase our costs, result in legal liability, reduce our revenue and limit our ability to pursue business opportunities.” Anti-Money Laundering and Anti-Terrorism The Bank Secrecy Act and the USA PATRIOT Act of 2001 (“Patriot Act”) require financial institutions, among other things, to implement a risk-based program reasonably designed to prevent money laundering and to combat the financing of terrorism, including through suspicious activity and currency transaction reporting, compliance, record-keeping and customer due diligence. The Patriot Act also contains financial transparency laws and provides enhanced information collection tools and enforcement mechanisms to the U.S. government, including due diligence and record-keeping requirements for private banking and correspondent accounts; standards for verifying customer identification at account opening; rules to produce certain records upon request of a regulator or law enforcement agency; and rules to promote cooperation among financial institutions, regulators and law enforcement agencies in identifying parties that may be involved in terrorism, money laundering and other crimes. The Anti-Money Laundering Act of 2020 (“AML Act”), enacted on January 1, 2021 as part of the National Defense Authorization Act, does not directly impose new requirements on banks, but requires the U.S. Treasury Department to issue National Anti-Money Laundering and Countering the Financing of Terrorism Priorities, and conduct studies and issue regulations that may, over the next few years, significantly alter some of the due diligence, recordkeeping and reporting requirements that the Bank Secrecy Act and Patriot Act impose on banks. The AML Act also contains provisions that promote increased information-sharing and use of technology, and increases penalties for violations of the Bank Secrecy Act and includes whistleblower incentives, both of which could increase the prospect of regulatory enforcement. Funding Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), as discussed in “MD&A—Liquidity Risk Profile,” only well capitalized and adequately capitalized institutions may accept brokered deposits. Adequately capitalized institutions, however, must obtain a waiver from the FDIC before accepting brokered deposits, and such institutions may not pay rates that significantly exceed the rates paid on deposits of similar maturity obtained from the institution’s normal market area or, for deposits obtained from outside the institution’s normal market area, the national rate on deposits of comparable maturity. In December 2020, the FDIC finalized amendments to the brokered deposit regulation that, among other things, generally clarify and narrow the scope of the "deposit broker" definition. The amendments become effective April 1, 2021. The FDIC is authorized to terminate a bank’s deposit insurance upon a finding by the FDIC that the bank’s financial condition is unsafe or unsound or that the institution has engaged in unsafe or unsound practices or has violated any applicable rule, regulation, order or condition enacted or imposed by the bank’s regulatory agency. Broker-Dealer and Investment Advisory Activities Certain of our non-bank subsidiaries are subject to regulation and supervision by various federal and state authorities. United Income, Inc. is an investment adviser registered with the SEC and primarily regulated under the Investment Advisers Act of 1940. Capital One Securities, Inc. and KippsDeSanto & Company are registered broker-dealers regulated by the SEC and the Financial Industry Regulatory Authority. These broker-dealer subsidiaries are subject, among other things, to net capital rules designed to measure the general financial condition and liquidity of a broker-dealer. Under these rules, broker-dealers are required to maintain the minimum net capital deemed necessary to meet their continuing commitments to customers and others, and to keep a substantial portion of their assets in relatively liquid form. These rules also limit the ability of a broker-dealer to 10 Capital One Financial Corporation (COF) transfer capital to its parent companies and other affiliates. Broker-dealers are also subject to regulations covering their business operations, including sales and trading practices, public offerings, publication of research reports, use and safekeeping of client funds and securities, capital structure, record-keeping and the conduct of directors, officers and employees. Derivatives Activities Title VII of the Dodd-Frank Act establishes a regulatory framework for the governance of the over-the-counter (“OTC”) derivatives market, including swaps and security-based swaps and the registration of certain market participants as a swap dealer. CONA provisionally registered with the Commodity Futures Trading Commission (the “CFTC”) as a swap dealer in the third quarter of 2020. Registration as a swap dealer subjects CONA to additional regulatory requirements with respect to its swaps and other derivatives activities. As a result of CONA’s swap dealer registration, it is subject to the rules of the OCC concerning capital and margin requirements for swap dealers, including the mandatory exchange of variation margin and initial margin with certain counterparties. Additionally, as a provisionally registered swap dealer, CONA is subject to requirements under the CFTC’s regulatory regime, including rules regarding business conduct standards, recordkeeping obligations, regulatory reporting and procedures relating to swaps trading. CONA’s swaps and other derivatives activities do not require it to register with the SEC as a security-based swap dealer. Transactions with Affiliates There are various legal restrictions on the extent to which we and our non-bank subsidiaries may borrow or otherwise engage in certain types of transactions with the Banks. Under the Federal Reserve Act and Federal Reserve regulations, the Banks and their subsidiaries are subject to quantitative and qualitative limits on extensions of credit, purchases of assets, and certain other transactions involving its non-bank affiliates. In addition, transactions between the Banks and their non-bank affiliates are required to be on arm’s length terms and must be consistent with standards of safety and soundness. Volcker Rule We and each of our subsidiaries, including the Banks, are subject to the “Volcker Rule,” a provision of the Dodd-Frank Act that contains prohibitions on proprietary trading and certain investments in, and relationships with, covered funds (hedge funds, private equity funds and similar funds), subject to certain exemptions, in each case as the applicable terms are defined in the Volcker Rule and the implementing regulations. The implementing regulations also require that we establish and maintain a compliance program designed to ensure adherence with the requirements of the regulations. Capital and Liquidity Regulation The Company and the Banks are subject to capital adequacy guidelines adopted by the Federal Reserve and OCC respectively. For a further discussion of the capital adequacy guidelines, see “MD&A—Capital Management,” “MD&A—Liquidity Risk Profile” and “Note 11—Regulatory and Capital Adequacy.” Basel III and United States Capital Rules The Company and the Banks are subject to the regulatory capital requirements established by the Federal Reserve and the OCC respectively (the “Basel III Capital Rules”). The Basel III Capital Rules implement certain capital and liquidity requirements published by the Basel Committee on Banking Supervision (“Basel Committee”), along with certain Dodd-Frank Act and other capital provisions. 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 6.0%, and a total capital ratio of 8.0%, in each case in relation to risk-weighted assets. In addition, we must maintain a minimum leverage ratio of 4% and a minimum supplementary leverage ratio of 3%. We are also subject to the capital conservation buffer and countercyclical capital buffer requirements, as described below. In July 2019, the Federal Banking Agencies finalized certain changes to the Basel III Capital Rules for institutions not subject to the Basel III Advanced Approaches (“Capital Simplification Rule”). These changes, effective January 1, 2020, generally raised the threshold above which a covered institution such as the Company must deduct certain assets from its CET1 capital, including certain deferred tax assets, mortgage servicing assets, and investments in unconsolidated financial institutions. In October 2019, the Federal Banking Agencies amended the Basel III Capital Rules to provide for tailored application of certain capital requirements across different categories of banking institutions (“Tailoring Rules”). These categories are determined primarily by an institution’s asset size, with adjustments to a more stringent category possible if the institution exceeds certain risk-based thresholds. As a BHC with total consolidated assets of at least $250 billion that does not exceed any 11 Capital One Financial Corporation (COF) of the applicable risk-based thresholds, we are a Category III institution under the Tailoring Rules. Therefore, effective January 1, 2020, we were no longer subject to the Basel III “Advanced Approaches” framework and certain associated capital requirements, such as the requirement to include certain elements of accumulated other comprehensive income (“AOCI”) in our regulatory capital. We remain subject to the countercyclical capital buffer requirement (which is currently set at 0%) and supplementary leverage ratio requirement, which were previously required only for Basel III Advanced Approaches institutions. Effective as of the first quarter of 2020, we excluded certain elements of AOCI from our regulatory capital as permitted by the Tailoring Rules. The Tailoring Rules and Capital Simplification Rule have, taken together, decreased our capital requirements. Global systemically important banks (“G-SIBs”) that are based in the U.S. are subject to an additional CET1 capital requirement (“G-SIB Surcharge”). We are not a G-SIB based on the most recent available data and thus we are not subject to a G-SIB Surcharge. Stress Capital Buffer Rule The Basel III Capital Rules also require banking institutions to maintain a capital conservation buffer, composed of CET1 capital, above the regulatory minimum ratios. The capital conservation buffer for BHCs was previously fixed at 2.5%. In March 2020, the Federal Reserve issued a final rule to implement the stress capital buffer requirement (“Stress Capital Buffer Rule”). The stress capital buffer requirement is institution-specific and replaces the fixed 2.5% capital conservation buffer for BHCs. Pursuant to the Stress Capital Buffer Rule, the Federal Reserve will use the results of its supervisory stress test to determine the size of a BHC’s stress capital buffer requirement. In particular, a BHC’s stress capital buffer requirement will equal, subject to a floor of 2.5%, the sum of (i) the difference between the BHC’s starting CET1 capital ratio and its lowest projected CET1 capital ratio under the severely adverse scenario of the Federal Reserve’s supervisory stress test plus (ii) the ratio of the BHC’s projected four quarters of common stock dividends (for the fourth to seventh quarters of the planning horizon) to the projected risk-weighted assets for the quarter in which the BHC’s projected CET1 capital ratio reaches its minimum under the supervisory stress test. Under the Stress Capital Buffer Rule framework, the Company’s new “standardized approach capital conservation buffer” includes its stress capital buffer requirement (which will be recalibrated every year based on the Company’s supervisory stress test results), any G-SIB surcharge (which is not applicable to us) and the countercyclical capital buffer requirement (which is currently set at 0%). Any determination to increase the countercyclical capital buffer generally would be effective twelve months after the announcement of such an increase, unless the Federal Banking Agencies set an earlier effective date. The Stress Capital Buffer Rule does not apply to the Banks. The capital conservation buffer for the Banks continues to be fixed at 2.5%. If we fail to maintain our capital ratios above the minimum capital requirements plus the applicable buffer requirements, we will face increasingly strict automatic limitations on capital distributions and discretionary bonus payments to certain executive officers. Under the Basel III Capital Rules, if a banking institution’s capital ratios fall within its buffer requirements, the maximum amount of capital distributions and discretionary bonus payments it can make is a function of its eligible retained income. In March 2020, the Federal Banking Agencies revised the definition of “eligible retained income” in their respective capital rules. Under the revised definition of “eligible retained income,” any such automatic limitations on capital distributions would apply in a less severe and more gradual manner than would otherwise have occurred under the previous definition of that term. This change was made in response to the COVID-19 pandemic to support banking organizations that choose to use their capital and liquidity buffers to lend and undertake other actions that support economic activity in a safe and sound manner. CECL Transition Rule As part of the response to the COVID-19 pandemic, the Federal Banking Agencies adopted a final rule (“2020 CECL Transition Rule”) that provides banking institutions an optional five-year transition period to phase in the impact of the CECL standard on their regulatory capital (the “2020 CECL Transition Election”). Pursuant to the 2020 CECL Transition Rule, a banking institution may elect to delay the estimated impact of adopting CECL on its regulatory capital through December 31, 2021 and then phase in the estimated cumulative impact from January 1, 2022 through December 31, 2024. For the “day 2” ongoing impact of CECL during the initial two years, the Federal Banking Agencies use a uniform “scaling factor” of 25% as an approximation of the increase in the allowance under the CECL standard 12 Capital One Financial Corporation (COF) compared to the prior incurred loss methodology. Accordingly, from January 1, 2020 through December 31, 2021, electing banking institutions are permitted to add back to their regulatory capital an amount equal to the sum of the after-tax “day 1” CECL adoption impact and 25% of the increase in the allowance since the adoption of the CECL standard. Beginning January 1, 2022 through December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact will be phased in to regulatory capital at 25% per year. The following table summarizes the capital impact delay and phase in period on our regulatory capital from years 2020 to 2025. Capital Impact Delayed Phase In Period 2020 2021 2022 2023 2024 2025 “Day 1” CECL adoption impact Cumulative “day 2” ongoing impact Capital impact delayed to 2022 25% scaling factor as an approximation of the increase in allowance under CECL 25% Phased In 50% Phased In 75% Phased In Fully Phased In We adopted the CECL standard (for accounting purposes) as of January 1, 2020, and made the 2020 CECL Transition Election (for regulatory capital purposes) in the first quarter of 2020. Temporary Exclusions for Supplementary Leverage Ratio In addition, in April 2020, as part of the response to the COVID-19 pandemic, the Federal Reserve issued an interim final rule that temporarily excludes U.S. Treasury securities and deposits at Federal Reserve Banks from the calculation of the supplementary leverage ratio for BHCs. These exclusions became effective on April 1, 2020, and will remain in effect through March 31, 2021. Subsequently, in May 2020, the Federal Banking Agencies issued an interim final rule that provides an option for depository institutions to make similar exclusions to the calculation of the supplementary leverage ratio. If a depository institution elects to make such exclusions, it must request prior approval from its primary federal banking regulator before making capital distributions, such as paying dividends to its parent company, for as long as the exclusions are in effect. Neither CONA nor COBNA elected to make such exclusions. Market Risk Rule The “Market Risk Rule” supplements the Basel III Capital Rules by requiring institutions subject to the Market Risk Rule to adjust their risk-based capital ratios to reflect the market risk in their trading portfolios. The Market Risk Rule generally applies to institutions with aggregate trading assets and liabilities equal to the lesser of 10% or more of total assets or $1 billion or more. The Company and CONA are subject to the Market Risk Rule. See “MD&A—Market Risk Profile” below for additional information. FDICIA and Prompt Corrective Action The FDICIA requires the Federal Banking Agencies to take “prompt corrective action” for banks that do not meet minimum capital requirements. The FDICIA establishes five capital ratio levels: well capitalized; adequately capitalized; undercapitalized; significantly undercapitalized; and critically undercapitalized. The three undercapitalized categories are based upon the amount by which a bank falls below the ratios applicable to an adequately capitalized institution. The capital categories relate to the FDICIA’s prompt corrective action (“PCA”) provisions, and such capital categories may not constitute an accurate representation of the Banks’ overall financial condition or prospects. The Basel III Capital Rules updated the PCA framework to reflect new, higher regulatory capital minimums. For an insured depository institution to be well capitalized, it must maintain a total risk-based capital ratio of 10% or more; a Tier 1 capital ratio of 8% or more; a CET1 capital ratio of 6.5% or more; and a leverage ratio of 5% or more. An adequately capitalized depository institution must maintain a total risk-based capital ratio of 8% or more; a Tier 1 capital ratio of 6% or more; a CET1 capital ratio of 4.5% or more; a leverage ratio of 4% or more; and, for Category III and certain other institutions under the Tailoring Rules, a supplementary leverage ratio of 3% or more. 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. 13 Capital One Financial Corporation (COF) As an additional means to identify problems in the financial management of depository institutions, the FDICIA required the Federal Banking Agencies to establish certain non-capital safety and soundness standards. The standards adopted by the Federal Banking Agencies relate generally to operations and management, asset quality, interest rate exposure and executive compensation. The Federal Banking Agencies are authorized to take action against institutions that fail to meet such standards. Basel III and United States Liquidity Rules The Basel Committee has published a liquidity framework that includes two standards for liquidity risk supervision. One standard, the liquidity coverage ratio (“LCR”), seeks to promote short-term resilience by requiring organizations to hold sufficient high-quality liquid assets (“HQLAs”) to survive a stress scenario lasting for 30 days. The other standard, the net stable funding ratio (“NSFR”), seeks to promote longer-term resilience by requiring sufficient stable funding over a one-year period based on the liquidity characteristics of the organization’s assets and activities. The Company and the Banks are subject to the LCR standard as implemented by the Federal Reserve and OCC (the “LCR Rule”). The LCR Rule requires the Company and each of the Banks 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 the LCR Rule. The LCR Rule requires us to calculate our LCR daily. In addition, the Company is required to make quarterly public disclosures of its LCR and certain related quantitative liquidity metrics, along with a qualitative discussion of its LCR. Under the Tailoring Rules, as a Category III institution with less than $75 billion in weighted average short-term wholesale funding, the Company’s and the Banks’ total net cash outflows are multiplied by an outflow adjustment percentage of 85%. Although the Banks may hold more HQLA than they need to meet their LCR requirements, the LCR Rule restricts the amount of such excess HQLA held at the Banks (referred to as “Trapped Liquidity”) that can be included in the Company’s HQLA amount. Because we typically manage the Banks’ LCRs to levels well above 100%, the amount of Trapped Liquidity will also increase as the Banks’ total net cash outflows are reduced by the outflow adjustment percentage of 85%. In October 2020, the Federal Banking Agencies finalized a rule to implement the NSFR in the United States (the “NSFR Rule”). The NSFR Rule requires the Company and each of the Banks to maintain an amount of available stable funding, which is a weighted measure of a company’s funding sources over a one-year time horizon, calculated by applying standardized weightings to equity and liabilities based on their expected stability, that is no less than the amount of required stable funding, which is calculated by applying standardized weightings to assets, derivatives exposures and certain other items based on their liquidity characteristics. As a Category III institution, the Company and the Banks are subject to an NSFR requirement equal to 85% of the full NSFR requirement. The NSFR Rule will become effective as of July 1, 2021 and will apply to the Company and each of the Banks. The NSFR Rule includes a semi-annual disclosure requirement, with the first public disclosure required after June 30, 2023. Enhanced Prudential Standards and Other Related Requirements We are subject to certain enhanced prudential standards under the Dodd-Frank Act, as amended by the Economic Growth, Regulatory Relief, and Consumer Protection Act (“EGRRCPA”) and implemented by various regulations issued by the Federal Banking Agencies. The Financial Stability Oversight Council (“FSOC”) may also issue recommendations to the Federal Reserve or other primary financial regulatory agencies to apply new or enhanced standards to certain financial activities or practices. As part of the enhanced prudential standards, the Company is required to implement resolution planning for orderly resolution in the event it faces material financial distress or failure. The FDIC issued similar rules regarding resolution planning applicable to the Banks. In addition, the OCC has issued rules requiring banks with assets of $250 billion or more to develop recovery plans detailing the actions they would take to remain a going concern when they experience considerable financial or operational stress, but have not deteriorated to the point that resolution is imminent. The enhanced prudential standards also include supervisory and company-run stress testing requirements (also known as the “DFAST stress testing requirements”). In particular, the Federal Reserve is required to conduct annual stress tests on certain covered companies, including us, to ensure that the covered companies have sufficient capital to absorb losses and continue operations during adverse economic conditions. Under the stress capital buffer framework, the result of our supervisory stress test will be used to determine our stress capital buffer requirement. As a covered company that is a Category III institution under the Tailoring Rules, we are also required to conduct our own stress tests and publish the results of such tests on our website or other public forum. The Company must disclose the results of its company-run stress test on a biennial basis. The 14 Capital One Financial Corporation (COF) OCC has adopted a similar stress test rule requiring banks with at least $250 billion in assets, including CONA, to conduct their own company-run stress tests. Under that OCC rule, CONA must also disclose the results of its stress test on a biennial basis. In addition, the Company is required to meet liquidity risk management standards, conduct internal liquidity stress tests, and maintain a 30-day buffer of highly liquid assets, in each case, consistent with the requirements of the enhanced prudential standards. These requirements are in addition to the LCR and NSFR Rules, discussed above in “Basel III and United States Liquidity Rules.” The enhanced prudential standards also require that the Company comply with, and hold capital commensurate with, the requirements of, any regulations adopted by the Federal Reserve relating to capital planning and stress tests. Stress testing and capital planning regulations are discussed further below under “Dividends, Stock Repurchases and Transfers of Funds.” Finally, the Company is also required to establish and maintain an enterprise-wide risk management framework that includes a risk committee and a chief risk officer. Although not a requirement of the Dodd-Frank Act, the OCC established regulatory guidelines (“Heightened Standards Guidelines”) that apply heightened standards to the governance and risk management practices of large institutions subject to its supervision, including the Banks. The Heightened Standards Guidelines establish standards for the development and implementation by the Banks of a risk governance framework. Dividends, Stock Repurchases and Transfers of Funds Under the Federal Reserve’s capital planning rules (commonly referred to as Comprehensive Capital Analysis and Review or “CCAR” requirements), a “covered BHC,” 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 (“CCAR cycle”). The DFAST stress testing requirements, described above in “Enhanced Prudential Standards and Other Related Requirements,” is a complementary exercise to CCAR. It is a forward-looking exercise conducted by the Federal Reserve and each covered company to help assess whether a company has sufficient capital to absorb losses and continue operations during adverse economic conditions. Pursuant to the CCAR requirements, the Company must file its capital plan and stress testing results 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. The Federal Reserve will conduct its supervisory stress test in the second quarter and determine the Company’s stress capital buffer by June 30 of that year. The Company will have two business days from receipt of its stress capital buffer to make any necessary adjustments to its planned capital distributions. The Federal Reserve will then finalize the stress capital buffer requirement for the Company based on its adjusted planned capital distributions and confirm the Company’s planned capital distributions by August 31 of that year. The Company’s final stress capital buffer requirement will be effective from the fourth quarter of the year the capital plan is submitted through the third quarter of the following year. The Company may make the planned capital distributions confirmed by the Federal Reserve. In addition, under the Stress Capital Buffer Rule, the Company is no longer required to seek prior approval of the Federal Reserve to make capital distributions in excess of those included in its capital plan so long as the Company is otherwise in compliance with the capital rule’s automatic limitations on capital distributions. In December 2018, the Federal Reserve announced that it would maintain its pre-CECL framework for calculating allowances on loans in the supervisory stress test for the 2020 and 2021 cycles until the impact of CECL is better known and understood. The Federal Reserve stated further that, although BHCs required to perform company-run stress tests will be required to incorporate CECL into those stress tests starting in the 2020 cycle, it will not issue supervisory findings on those BHCs’ allowance estimations in the CCAR exercise through 2021. Historically, dividends from the Company’s direct and indirect subsidiaries have represented a major source of the funds we have used to pay dividends on our capital stock, make payments on our corporate debt securities and meet our other obligations. There are various federal law limitations on the extent to which the Banks can finance or otherwise supply funds to the Company through dividends and loans. These limitations include minimum regulatory capital requirements, federal banking law requirements concerning the payment of dividends out of net profits or surplus, provisions of Sections 23A and 23B of the Federal Reserve Act and Regulation W governing transactions between an insured depository institution and its affiliates, as well as general federal regulatory oversight to prevent unsafe or unsound practices. In general, federal and applicable state banking laws prohibit insured depository institutions, such as the Banks, from making dividend distributions without first 15 Capital One Financial Corporation (COF) obtaining regulatory approval if such distributions are not paid out of available earnings or would cause the institution to fail to meet applicable capital adequacy standards. In June 2020, in light of the COVID-19 pandemic, the Federal Reserve required all CCAR participating BHCs, including us, to update and resubmit their capital plans in the fourth quarter of 2020. In addition, the Federal Reserve required all participating BHCs, including us, to preserve capital by suspending share repurchases and capping common stock dividend payments for the third and fourth quarters of 2020 to the lower of (i) the amount paid in the second quarter of 2020 and (ii) an amount equal to the average net income earned across the four preceding calendar quarters. Scheduled payments on additional Tier 1 and Tier 2 capital instruments, such as preferred stock and subordinated debt, were not similarly restricted. We conducted a second round of stress tests and submitted our updated capital plan to the Federal Reserve on November 2, 2020. On December 18, 2020, the Federal Reserve released the results of its second round of supervisory stress tests. The Federal Reserve did not recalculate our stress capital buffer requirement at that time, but reserved its ability to do so until March 31, 2021. Finally, the Federal Reserve extended the capital distribution restrictions for all participating BHCs through at least the first quarter of 2021, with certain modifications. In particular, for the first quarter of 2021, participating BHCs may resume share repurchases, but the aggregate amount of common stock dividend payments and share repurchases shall not exceed an amount equal to the average net income earned across the four preceding calendar quarters. In addition, common stock dividend payments for the first quarter of 2021 continue to be capped at the amount paid in the second quarter of 2020. Investment in the Company and the Banks Certain acquisitions of our capital stock may be subject to regulatory approval or notice under federal or state law. Investors are responsible for ensuring that they do not, directly or indirectly, acquire shares of our capital stock in excess of the amount that can be acquired without regulatory approval, including under the BHC Act and the Change in Bank Control Act (“CIBC Act”). Federal law and regulations prohibit any person or company from acquiring control of the Company or the Banks without, in most cases, prior written approval of the Federal Reserve or the OCC, as applicable. Control under the BHC Act exists if, among other things, a person or company acquires more than 25% of any class of our voting stock or otherwise has a controlling influence over us. A rebuttable presumption of control arises under the CIBC Act for a publicly traded BHC such as ourselves if a person or company acquires more than 10% of any class of our voting stock. Additionally, COBNA and CONA are “banks” within the meaning of Chapter 13 of Title 6.1 of the Code of Virginia governing the acquisition of interests in Virginia financial institutions (“Financial Institution Holding Company Act”). The Financial Institution Holding Company Act prohibits any person or entity from acquiring, or making any public offer to 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. Deposit Insurance Assessments Each of CONA and COBNA, as an insured depository institution, is a member of the DIF maintained by the FDIC. Through the DIF, the FDIC insures the deposits of insured depository institutions up to prescribed limits for each depositor. The FDIC sets a Designated Reserve Ratio (“DRR”) for the DIF. To maintain the DIF, member institutions may be assessed an insurance premium, and the FDIC may take action to increase insurance premiums if the DRR falls below its required level. As of June 30, 2020, the DIF reserve ratio fell to 1.30 percent. The FDIC, as required under the Federal Deposit Insurance Act, established a plan in September 2020, to restore the DIF reserve ratio to meet or exceed 1.35 percent within eight years. The FDIC’s restoration plan projects the reserve ratio to exceed 1.35 percent without increasing the deposit insurance assessment rate, subject to ongoing monitoring over the next eight years. Source of Strength and Liability for Commonly Controlled Institutions Under regulations issued by the Federal Reserve, a BHC must serve as a source of financial and managerial strength to its subsidiary banks (the so-called “source of strength doctrine”). The Dodd-Frank Act codified this doctrine. Under the “cross-guarantee” provision of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 (“FIRREA”), insured depository institutions such as the Banks may be liable to the FDIC with respect to any loss incurred, or reasonably anticipated to be incurred, by the FDIC in connection with the default of, or FDIC assistance to, any commonly 16 Capital One Financial Corporation (COF) controlled insured depository institution. The Banks are commonly controlled within the meaning of the FIRREA cross- guarantee provision. FDIC Orderly Liquidation Authority 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 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 the company in a way that mitigates significant risks to financial stability and minimizes moral hazard. The costs of a liquidation of the company would be borne by shareholders and unsecured creditors and then, if necessary, by risk- based assessments on large financial companies. The FDIC has issued rules implementing certain provisions of its liquidation authority and may issue additional rules in the future. COVID-19 Activities In response to disruptions in economic conditions caused by the COVID-19 pandemic, federal and state governments and agencies and government‑sponsored enterprises have taken a variety of actions to support people and entities affected by the pandemic, including the passage of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) in March 2020. The CARES Act, among other provisions, authorized a number of lending programs to support the flow of credit to consumers and businesses. For example, the CARES Act established several programs with the Small Business Administration, including the PPP, to provide loans to small businesses. The Federal Reserve had also taken extraordinary efforts in response to the pandemic, including, among other actions, the establishment of a Main Street Lending Program that is intended to support lending to eligible small and midsize businesses. The Federal Banking Agencies had also encouraged banking organizations to take certain additional actions to support the financial services needs of their customers in a prudent and safe and sound manner, including through loan modifications. Further, banking organizations had been provided with certain accounting, supervisory and regulatory relief during this period, including relief that is intended to allow banking organizations to enter into loan modifications without certain accounting and regulatory capital consequences. For example, the CARES Act gave banking organizations an option to temporarily suspend the determination of certain qualified loans modified as a result of the COVID-19 pandemic as being troubled debt restructurings (“TDRs”). See “MD&A—Credit Risk Profile—COVID-19 Customer Assistance Programs and Loan Modifications” for additional information. The CARES Act also amended the Fair Credit Reporting Act to impose new, temporary reporting requirements on furnishers of information to consumer reporting agencies related to accounts of consumers in payment accommodation programs in light of the COVID-19 pandemic. The Consolidated Appropriations Act, 2021, which was enacted in December 2020, extends certain relief provided by the CARES Act while also modifying or clarifying certain other provisions. Among other amendments to the CARES Act, the Consolidated Appropriations Act, 2021, extends the relief related to TDRs until January 1, 2022 and the PPP until March 31, 2021. In addition, the Consolidated Appropriations Act, 2021, rescinds certain funds that were appropriated to the U.S. Treasury to provide loans, loan guarantees, and make other investments in programs or facilities established by the Federal Reserve, and prohibits the Federal Reserve from making any new investments, loans or loan guarantees, or extensions of credit through those rescinded funds after December 31, 2020. Congress could determine to reauthorize these programs in future legislative packages. Federal Reserve programs and facilities that were not established using CARES Act funding are not affected by the Consolidated Appropriations Act, 2021. For a discussion of the risks associated with the impact of the COVID-19 pandemic and related public health measures, see “Part I—Item 1A. Risk Factors” under the heading “The COVID-19 pandemic has adversely impacted our business, operations and financial results, and the extent to which the pandemic and measures taken in response to the pandemic could materially and adversely impact our business, operations, financial condition, liquidity, capital and results of operations will depend on future developments, which are highly uncertain and are difficult to predict.” Regulation of Businesses by Authorities Outside the United States COBNA is subject to regulation in foreign jurisdictions where it operates, currently in the United Kingdom (“U.K.”) and Canada. 17 Capital One Financial Corporation (COF) United Kingdom In the United Kingdom, COBNA operates through COEP, which was established in 2000 and is an authorized payment institution regulated by the Financial Conduct Authority (“FCA”) under the Payment Services Regulations 2017 and the Financial Services and Markets Act 2000. COEP’s indirect parent, Capital One Global Corporation, is wholly-owned by COBNA and is subject to regulation by the Federal Reserve as an “agreement corporation” under the Federal Reserve’s Regulation K. Previously, the FCA set a deadline of August 29, 2019 (“the Deadline”) for the submission of complaints to firms (including COEP) that had previously sold Payment Protection Insurance (“PPI”) to its customers. In order to ensure complainants are treated fairly, the FCA closely supervises all large lenders (including COEP). COEP has now finished handling almost all complaints it received prior to the Deadline and is in the process of finalizing all remaining complaints, through continued discussions with third parties. Escalations to the Financial Ombudsman Service (“FOS”) are permitted to take place until the first quarter of 2021. Canada In Canada, COBNA operates as an authorized foreign bank pursuant to the Bank Act (Canada) (“Bank Act”) and is permitted to conduct its credit card business in Canada through its Canadian branch, Capital One Bank (Canada Branch) (“Capital One Canada”). The primary regulator of Capital One Canada is the Office of the Superintendent of Financial Institutions. Other regulators include the Financial Consumer Agency of Canada (“FCAC”), the Office of the Privacy Commissioner of Canada, and the Financial Transactions and Reports Analysis Centre of Canada. Capital One Canada is subject to regulation under various Canadian federal laws, including the Bank Act and its regulations, the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and the Personal Information Protection and Electronic Documents Act. On December 13, 2018, Bill C-86, Budget Implementation Act, 2018, No. 2 was passed by Parliament. Among other things, Bill C-86 amends the Bank Act (Canada) to consolidate and strengthen provisions that apply to banks and authorized foreign banks in the areas of consumer protection, corporate governance, business practices, public reporting, disclosure of information and access to basic banking services. Bill C-86 also amends the FCAC Act to enhance the role and powers of the FCAC by increasing the maximum penalty for a violation of the consumer protection provisions of the Bank Act from 50,000 Canadian dollars (“CAD”) for natural persons and 500,000 CAD in the case of financial institutions or a payment card network to 1 million CAD and 10 million CAD, respectively. We are continuing to analyze the impacts of Bill C-86 and the final regulations related thereto in order to determine its applicability and impact to our business. In August 2018, the Government of Canada announced new voluntary commitments from Visa Canada and MasterCard Canada, which took effect when the original commitments ended in 2020. As part of their new commitments, Visa and Mastercard will further reduce interchange fees for consumer credit cards by approximately 10 basis points to an annual average effective rate of 1.4% for a period of five years. Visa and Mastercard will also narrow the range of interchange rates (lowest vs. highest fee) charged to businesses. 18 Capital One Financial Corporation (COF) HUMAN CAPITAL RESOURCES Our culture is rooted in putting people first with a focus on building and maintaining a workforce which fosters an inclusive environment based on diversity of our people, ideas and the merit of our work. Our workforce is our largest and one of our most valuable assets. We prioritize the recruitment, development, recognition, and retention of the 51,985 employees worldwide that we had as of December 31, 2020, whom we refer to as “associates.” The following disclosures provide information on our human capital resources, including certain human capital objectives and measures that we focus on in managing our business. Governance of Human Capital Our full Board of Directors oversees our human capital management, including strategies, policies and practices, and diversity, inclusion and belonging (“DIB”), and is assisted by our Board’s Compensation Committee and Governance and Nominating Committee. Our Executive Committee, a committee of senior management which includes our Chief Human Resources Officer, advises, assists and makes recommendations to our Chief Executive Officer and Board of Directors on human capital matters such as human resource practices and programs, including general employee benefits and compensation programs. Our Chief Diversity, Inclusion and Belonging Officer (“Chief DIB Officer”) provides an annual update on the progress, success and challenges on workforce representation, trends and programs to the Board of Directors and Executive Committee. Hiring, Retention and Development We employ a comprehensive people strategy that includes significant investments in recruiting, sourcing, and associate development to attract and retain top talent from all backgrounds to help drive our business’ long-term success. We recruit through a variety of channels, including professional partnerships, job fairs, online platforms, on-campus recruiting, diversity- related recruiting events and initiatives, and internship and rotational programs, among others. We empower our associates to learn new skills, meet personalized development goals, and grow their careers. Investment in associate training and professional development is critical to maintaining our talent competitiveness. Our internal enterprise learning and development team blends multiple approaches to learning to support associate development across lines of business, levels, and roles, including online and live classroom training. In addition to formal programming provided by learning professionals, including regulatory compliance, role-specific topics and others, our peer-to-peer learning strategy empowers associates to be both learners and teachers, further enhancing a culture of learning. We also focus on cultivating talent with leadership development courses, cohort-based programs, network building, and coaching. On a quarterly basis, we review our ability to attract and retain talent needed to deliver on our strategic business objectives. Each line of business and staff group reviews hiring, tenure and attrition metrics as part of this assessment, and they implement mitigation plans when needed. Diversity, Inclusion and Belonging We continuously strive to empower our associates to do great work by creating an inclusive workplace and a culture of belonging that values diverse perspectives, fosters collaboration and encourages innovative ideas. We aim to create a place where associates of all backgrounds can thrive by bringing their best, most authentic selves to work. Our diversity and inclusion efforts are overseen by our Chief DIB Officer. This culture of belonging rests at the heart of our DIB efforts. Central to this effort are our business resource groups, associate-led organizations which deepen our understanding of different cultures, people and experiences, and enable associates to build connections, invest in their professional development, and support our commitment to attract, develop and retain a diverse workforce. In addition, our Chief Executive Officer and the Executive Committee engage with leaders of our business resource groups to identify opportunities to further our DIB agenda, enact positive change and build on existing initiatives designed to nurture our culture and workplace environment. Growing the diversity of our workforce at all levels, with an emphasis on leader and executive roles, is an important component of our comprehensive DIB strategy. As of December 31, 2020, key measures of our workforce representation include: • • • Of the 11 members of our Board of Directors, 4 are women and 3 are people of color; In the U.S., of the associates who are vice president level and above, approximately 32% are women and 21% are people of color; In the U.S., approximately 50% of associates are people of color; and 19 Capital One Financial Corporation (COF) • Worldwide, approximately 52% of associates are women, 47% of associates are men, and 1% of associates are undisclosed/other. Our corporate website contains additional information regarding programs and other information integral to our philosophy of diversity, inclusion and belonging. We believe in the importance of transparency and will also provide on our website the 2020 Consolidated EEO-1 Report upon submission to the U.S. Equal Employment Opportunity Commission. Compensation and Wellness We are committed to providing a competitive total compensation package that will attract, retain and motivate talent to help drive our business’ long-term success. Our benefits, including competitive parental leave, on-site health centers, flexible work solutions, company contributions to associates’ 401(k) plans, educational assistance and other health, wellness, and financial benefits, are all designed to help associates grow and develop inside and outside of the workplace and empower them in their lives. Furthermore, pay equity has long been a core tenet of our pay philosophy and is central to our values. We annually evaluate base pay and incentive pay for all of our associates globally. This review and evaluation may occur more frequently as deemed necessary and prudent. We review groups of associates in similar roles, adjusting for factors that appropriately explain differences in pay such as job location and experience. Based on our analysis, our aggregated adjusted pay gap results show that we pay women 100% of what men are paid, and we pay racial and ethnic minorities in the U.S. 100% of what non-minorities are paid. We use statistical modeling to understand what drives pay gaps, instill new practices to eliminate them in the future, and if we find unexplained pay gaps, we close them. In 2020, a significant majority of our associates across our workforce have transitioned to working remotely as we prioritize the safety of our associates during the COVID-19 pandemic. For more information on our response to the pandemic, please refer to Part I—Item 1.—Business—Overview—Coronavirus Disease 2019 (COVID-19) Pandemic. Communication and Connection We communicate with our associates regularly to understand their perspectives and to hear their voices. Our senior leaders and Chief Executive Officer also communicate directly on societal events impacting our associates. To assess and improve associate retention and engagement, the Company surveys associates on a periodic basis with the assistance of third-party consultants, and takes actions to address areas of associate concern. We encourage full participation and use the results to effect change and promote transparency. 20 Capital One Financial Corporation (COF) ADDITIONAL INFORMATION Technology/Systems We leverage information and technology to achieve our business objectives and to develop and deliver products and services that satisfy our customers’ needs. A key part of our strategic focus is the development and use of efficient, flexible computer and operational systems, such as cloud technology, to support complex marketing and account management strategies, the servicing of our customers, and the development of new and diversified products. We believe that the continued development and integration of these systems is an important part of our efforts to reduce costs, improve quality and security and provide faster, more flexible technology services. Consequently, we continuously review capabilities and develop or acquire systems, processes and competencies to meet our unique business requirements. As part of our continuous efforts to review and improve our technologies, we may either develop such capabilities internally or rely on third-party outsourcers who have the ability to deliver technology that is of higher quality, lower cost, or both. We continue to rely on third-party outsourcers to help us deliver systems and operational infrastructure. These relationships include (but are not limited to): Amazon Web Services, Inc. (“AWS”) for our cloud infrastructure, Total System Services LLC (“TSYS”) for consumer and commercial credit card processing services for our North American and U.K. portfolios, Fidelity Information Services (“FIS”) for certain of our banking systems and International Business Machines Corporation for mainframe managed services. We are committed to safeguarding our customers’ and our own information and technology, implementing backup and recovery systems, and generally require the same of our third-party service providers. We take measures that mitigate against known attacks and use internal and external resources to scan for vulnerabilities in platforms, systems, and applications necessary for delivering our products and services. For a discussion of the risks associated with our use of technology systems, see “Part I— Item 1A. Risk Factors” under the headings “We face risks related to our operational, technological and organizational infrastructure” and “Increased costs, reductions in revenue, reputational damage and business disruptions can result from the theft, loss or misuse of information, including as a result of a cyber-attack.” Intellectual Property As part of our overall and ongoing strategy to protect and enhance our intellectual property, we rely on a variety of protections, including copyrights, trademarks, trade secrets, patents and certain restrictions on disclosure, solicitation and competition. We also undertake other measures to control access to, or distribution of, our other proprietary information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use certain intellectual property or proprietary information without authorization. Our precautions may not prevent misappropriation or infringement of our intellectual property or proprietary information. In addition, our competitors and other third parties also file patent applications for innovations that are used in our industry. The ability of our competitors and other third parties to obtain patents may adversely affect our ability to compete and our financial results. Conversely, our ability to obtain patents may increase our competitive advantage, preserve our freedom to operate, and allow us to enter into licensing (e.g., cross-licenses) or other arrangements with third parties. There can be no assurance that we will be successful in such efforts, or that the ability of our competitors to obtain such patents may not adversely impact our financial results. For a discussion of risks associated with intellectual property, see “Part I—Item 1A. Risk Factors” under the heading “If we are not able to protect our intellectual property, our revenue and profitability could be negatively affected.” 21 Capital One Financial Corporation (COF) FORWARD-LOOKING STATEMENTS From time to time, we have made and will make forward-looking statements, including those that discuss, among other things, strategies, goals, outlook or other non-historical matters; projections, revenues, income, returns, expenses, capital measures, capital allocation plans, accruals for claims in litigation and for other claims against us; earnings per share, efficiency ratio, operating efficiency ratio, or other financial measures for us; future financial and operating results; our plans, objectives, expectations and intentions; and the assumptions that underlie these matters. To the extent that any such information is forward-looking, it is intended to fit within the safe harbor for forward-looking information provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements often use words such as “will,” “anticipate,” “target,” “expect,” “estimate,” “intend,” “plan,” “goal,” “believe,” “forecast,” “outlook” or other words of similar meaning. Any forward-looking statements made by us or on our behalf speak only as of the date they are made or as of the date indicated, and we do not undertake any obligation to update forward-looking statements as a result of new information, future events or otherwise. For additional information on factors that could materially influence forward-looking statements included in this Report, see the risk factors set forth under “Part I—Item 1A. Risk Factors” in this report. You should carefully consider the factors discussed above, and in our Risk Factors or other disclosure, in evaluating these forward-looking statements. Numerous factors could cause our actual results to differ materially from those described in such forward-looking statements, including, among other things: • • • • • • • • • • • • • the impact of the COVID-19 pandemic and related public health measures on our business, financial condition and results of operations, including the increased estimation and forecast uncertainty as a result of the pandemic on our estimates of lifetime expected credit losses in our loan portfolios required in computing our allowance for credit losses; general economic and business conditions in our local markets, including conditions affecting employment levels, interest rates, tariffs, collateral values, consumer income, creditworthiness and confidence, spending and savings that may affect consumer bankruptcies, defaults, charge-offs and deposit activity; an increase or decrease in credit losses, or increased delinquencies, including increases due to a worsening of general economic conditions in the credit environment, and the impact of inaccurate estimates or inadequate reserves; compliance with new and existing laws, regulations and regulatory expectations including the implementation of a regulatory reform agenda; our ability to manage adequate capital or liquidity levels, which could have a negative impact on our financial results and our ability to return capital to our stockholders; the extensive use, reliability, disruption, and accuracy of the models and data we rely on; increased costs, reductions in revenue, reputational damage, legal liability and business disruptions that can result from data protection or privacy incidents or the theft, loss or misuse of information, including as a result of a cyber-attack; developments, changes or actions relating to any litigation, governmental investigation or regulatory enforcement action or matter involving us; the amount and rate of deposit growth and changes in deposit costs; our ability to execute on our strategic and operational plans; our response to competitive pressures; our business, financial condition and results of operations may be adversely affected by merchants’ increasing focus on the fees charged by credit card networks and by legislation and regulation impacting such fees; our success in integrating acquired businesses and loan portfolios, and our ability to realize anticipated benefits from announced transactions and strategic partnerships; 22 Capital One Financial Corporation (COF) • • • • • • • • • • • our ability to maintain a compliance, operational, technology and organizational infrastructure suitable for the nature of our business; the success of our marketing efforts in attracting and retaining customers; our risk management strategies; changes in the reputation of, or expectations regarding, the financial services industry or us with respect to practices, products or financial condition; increases or decreases in interest rates and uncertainty with respect to the interest rate environment, including the possibility of a prolonged low-interest rate environment or of negative interest rates; uncertainty regarding, and transition away from, the London Interbank Offering Rate; our ability to attract, retain and motivate skilled employees; our assumptions or estimates in our financial statements; limitations on our ability to receive dividends from our subsidiaries; the soundness of other financial institutions and other third parties; and other risk factors identified from time to time in our public disclosures, including in the reports that we file with the SEC. We expect that the effects of the COVID-19 pandemic will heighten the risks associated with many of these factors. Item 1A. Risk Factors This section highlights significant factors, events, and uncertainties that make an investment in our securities risky. The events and consequences discussed in these risk factors could, in circumstances we may not be able to accurately predict, recognize, or control, have a material adverse effect on our business, growth, reputation, prospects, financial condition, operating results, cash flows, liquidity, and stock price. These risk factors do not identify all risks that we face; our operations could also be affected by factors, events, or uncertainties that are not presently known to us or that we currently do not consider to present significant risks to our operations. In addition, the global economic and political climate may amplify many of these risks. Summary of Risk Factors Below is a summary of the principal factors that make an investment in our securities risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below and should be carefully considered, together with other information in this Form 10-K and our other filings with the SEC, before making an investment decision regarding our common stock. • • • The COVID-19 pandemic has adversely impacted our business and financial results, and the extent to which the pandemic and measures taken in response to the pandemic could materially and adversely impact our business, financial condition, liquidity, capital and results of operations will depend on future developments, which are highly uncertain and are difficult to predict. Changes and instability in the macroeconomic environment, consumer confidence and customer behavior may adversely affect our business. Financial market instability and volatility could adversely affect our business. • We may experience increased delinquencies, credit losses, inaccurate estimates and inadequate reserves. • We may not be able to maintain adequate capital or liquidity levels, which could have a negative impact on our financial results and our ability to return capital to our stockholders. • We face risks related to our operational, technological and organizational infrastructure. 23 Capital One Financial Corporation (COF) • • • • Theft, loss or misuse of information as a result of a cyber-attack may result in increased costs, reductions in revenue, reputational damage and business disruptions. Potential data protection and privacy incidents, and our required compliance with regulations related to these areas, may increase our costs, reduce our revenue and limit our ability to pursue business opportunities. Compliance with new and existing laws, regulations and regulatory expectations is costly and complex. Our businesses are subject to the risk of increased litigation, government investigations and regulatory enforcement. • We face intense competition in all of our markets. • • Our business, financial condition and results of operations may be adversely affected by merchants’ increasing focus on the fees charged by credit card networks and by legislation and regulation impacting such fees. If we are not able to invest successfully in and introduce digital and other technological developments across all our businesses, our financial performance may suffer. • We may fail to realize all of the anticipated benefits of our mergers, acquisitions and strategic partnerships. • • • • • • Reputational risk and social factors may impact our results and damage our brand. If we are not able to protect our intellectual property, our revenue and profitability could be negatively affected. Our risk management strategies may not be fully effective in mitigating our risk exposures in all market environments or against all types of risk. Fluctuations in market interest rates or volatility in the capital markets could adversely affect our income and expense, the value of assets and obligations, our regulatory capital, cost of capital or liquidity. Uncertainty regarding, and transition away from, LIBOR may adversely affect our business. Our business could be negatively affected if we are unable to attract, retain and motivate skilled employees. • We face risks from unpredictable catastrophic events. • We face risks from the use of or changes to assumptions or estimates in our financial statements. • • Limitations on our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends and repurchase common stock. The soundness of other financial institutions and other third parties could adversely affect us. General Economic and Market Risks The COVID-19 pandemic has adversely impacted our business and financial results, and the extent to which the pandemic and measures taken in response to the pandemic could materially and adversely impact our business, financial condition, liquidity, capital and results of operations will depend on future developments, which are highly uncertain and are difficult to predict. Global health concerns relating to the COVID-19 pandemic and related government actions taken to reduce the spread of the virus have impacted the macroeconomic environment, significantly increased economic uncertainty and reduced economic activity. The pandemic has also caused governmental authorities to implement numerous measures to try to contain the virus, including travel bans and restrictions, quarantines, shelter-in-place orders, and business limitations and shutdowns. These measures have negatively impacted and may further negatively impact consumer and business payment and spending patterns. The COVID-19 pandemic has adversely impacted, and may continue to adversely impact, our business, operations, financial condition, capital and results of operations. The extent of these impacts depends on future developments, which are highly uncertain and difficult to predict, including, but not limited to, the duration and magnitude of the pandemic, the actions taken to contain the virus or treat its impact, the effectiveness of economic stimulus measures in the United States, and how quickly and 24 Capital One Financial Corporation (COF) to what extent economic and operating conditions and consumer and business spending can return to their pre-pandemic levels. As of December 31, 2020, several vaccines have been authorized for limited distribution. The plan for larger community-based distribution is being developed and may begin during the second quarter of 2021. However, the timing and extent of any such widespread distribution of vaccines remains uncertain. As a result of this uncertainty, our purchase volume, loan growth and the overall demand for our products and services may be significantly impacted, which could adversely affect our revenue and other results of operations. In addition, we could experience higher credit losses in our loan portfolios and increases in our allowance for credit losses beyond current levels. For example, as a result of the significant uncertainty due to the COVID-19 pandemic, we realized a substantial build in our allowance for credit losses for the first two quarters of 2020. We could also experience impairments of other financial assets and other negative impacts on our financial position, including possible constraints on liquidity and capital, as well as higher costs of capital. Even after the COVID-19 pandemic has subsided, we may continue to experience adverse impacts to our business and results of operations, which could be material, as a result of the macroeconomic impact and any recession that has occurred or may occur in the future. The spread of COVID-19 has caused us to modify our business practices and operations, including providing a range of forbearance options to our customers in certain circumstances, which could impact our credit metrics, financial condition, capital and results of operations. We may need to further modify our practices and operations as this event unfolds. We have also implemented work-from-home policies for a vast majority of our employees, and social distancing plans for our employees who are working from Capital One facilities. Nearly all of our Cafés and bank branches across our network are open with increased safety precautions. We will continue to monitor local conditions to ensure the safety of our associates and customers while providing critical banking services. These measures could impair our ability to perform critical functions and may adversely impact our results of operations. In addition, these measures and other changes in consumer behavior as a result of the COVID-19 pandemic may require changes to retail distribution strategies and adversely impact our investments in our bank premises and equipment and other retail distribution assets, leading to increased costs and exposure to additional risks. We may take further actions as required by government authorities or that we otherwise determine are in the best interests of our customers, employees and business partners. Federal, state, local and foreign governmental authorities have enacted, and may enact in the future, legislation, regulations and protocols in response to the COVID-19 pandemic, including governmental programs intended to provide economic relief to businesses and individuals. We have participated in certain of these programs, including participating as an eligible lender in the Small Business Administration’s Paycheck Protection Program. Our participation in and execution of any such programs may cause operational, compliance, reputational and credit risks, which could result in litigation, governmental action or other forms of loss. The extent of these impacts, which may be substantial, will depend on the degree of our participation in these programs. There remains significant uncertainty regarding the measures that authorities will enact in the future and the ultimate impact of the legislation, regulations and protocols that have been and will be enacted. Moreover, we expect that the effects of the COVID-19 pandemic will heighten many of the other known risks described herein. See Part I—Item 1.—Business— Overview—Coronavirus Disease 2019 (COVID-19) Pandemic. Changes and instability in the macroeconomic environment, consumer confidence and customer behavior may adversely affect our business. We offer a broad array of financial products and services to consumers, small businesses and commercial clients. A prolonged period of economic volatility, slow growth, or a significant deterioration in economic conditions, in the U.S., Canada or the U.K., could have a material adverse effect on our financial condition and results of operations as customers 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. Some of the risks we face in connection with adverse changes and instability in the macroeconomic environment, including changes in consumer confidence levels and behavior, include the following: • • • Changes in payment patterns, increases in delinquencies and default rates, decreased consumer spending, lower demand for credit and shifts in consumer payment behavior towards avoiding late fees, finance charges and other fees; Increases in our charge-off rate caused by bankruptcies and reduced ability to recover debt that we have previously charged-off; Decreased reliability of the process and models we use to estimate our allowance for loan and lease losses, particularly if unexpected variations in key inputs and assumptions cause actual losses to diverge from the projections of our models 25 Capital One Financial Corporation (COF) and our estimates become increasingly subject to management’s judgment. See “We face risks resulting from the extensive use of models and data.” The U.K. and the European Union agreed to a free trade deal at the end of 2020 relating to the U.K.’s exit from the European Union (“Brexit”). While this deal provides greater near-term stability, the on-going impact of Brexit and its full effects on the U.K. economy and our business related thereto remain uncertain. We continue to consider and monitor the potential impacts, and other factors, including the COVID-19 pandemic, that could also impact U.K. economic performance. Financial market instability and volatility could adversely affect our business. 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 disruptions in the capital markets or other events, including actions by rating agencies and deteriorating investor expectations, which could limit our access to funding. In addition, fluctuations in interest rates, credit spreads and other market factors could negatively impact our results of operations. Both shorter-term and longer-term interest rates remain below long-term historical averages and the yield curve has been relatively flat compared to past periods. A flat yield curve combined with low interest rates generally leads to lower revenue and reduced margins because it tends to limit our ability to increase the spread between asset yields and funding costs. Sustained periods of time with a flat yield curve coupled with low interest rates, or an inversion of the yield curve, could have a material adverse effect on our net interest margin and earnings. In response to the economic consequences of the COVID-19 pandemic, the Federal Reserve lowered its target for the federal funds rate to a range of 0% to 0.25%. Such low rates increase the risk in the U.S. of a negative interest rate environment in which interest rates drop below zero, either broadly or for some types of instruments. For example, yields on one-month and three-month Treasuries briefly dropped below zero in March 2020. Such an occurrence would likely further reduce the interest we earn on loans and other interest-earning assets, while also likely requiring us to pay to maintain our deposits with the Federal Reserve. Our systems may not be able to handle adequately a negative interest rate environment and not all variable rate instruments are designed for such a circumstance. We cannot predict the nature or timing of future changes in monetary policies in response to the COVID-19 pandemic or the precise effects that they may have on our activities and financial results. Credit Risk We may experience increased delinquencies, credit losses, inaccurate estimates and inadequate reserves. Like other lenders, we face the risk that our customers will not repay their loans. A customer’s ability and willingness to repay us can be adversely affected by increases in their payment obligations to other lenders, whether as a result of higher debt levels or rising interest rates, by restricted availability of credit generally, or by the revenue and income of the borrower. We may fail to quickly identify and reduce our exposure to customers that are likely to default on their payment obligations, whether by closing credit lines or restricting authorizations. Our ability to manage credit risk also is affected by legal or regulatory changes (such as restrictions on collections, bankruptcy laws, minimum payment regulations and re-age guidance), competitors’ actions and consumer behavior, and depends on the effectiveness of our collections staff, techniques and models. Rising losses or leading indicators of rising losses (such as higher delinquencies, higher rates of nonperforming loans, higher bankruptcy rates, lower collateral values, elevated unemployment rates or changing market terms) may require us to increase our allowance for credit losses, which may degrade our profitability if we are unable to raise revenue or reduce costs to compensate for higher losses. In particular, we face the following risks in this area: • Missed Payments: Our customers may miss payments. Loan charge-offs (including from bankruptcies) are generally preceded by missed payments or other indications of worsening financial condition for our customers. Historically, customers are more likely to miss payments during an economic downturn or prolonged periods of slow economic growth. In addition, we face the risk that consumer and commercial customer behavior may change (for example, an increase in the unwillingness or inability of customers to repay debt, which may be heightened by increasing interest rates or levels of consumer debt), causing a long-term rise in delinquencies and charge-offs. • Incorrect Estimates of Expected Losses: The credit quality of our portfolio can have a significant impact on our earnings. We allow for and reserve against credit risks based on our assessment of expected credit losses in our loan portfolios. This process, which is critical to our financial condition and results of operations, requires complex judgments, including forecasts of economic conditions. We may underestimate our expected losses and fail to hold an allowance for credit losses sufficient to account for these losses. Incorrect assumptions could lead to material underestimations of expected credit losses and an inadequate allowance for credit losses. 26 Capital One Financial Corporation (COF) • • • • • Inaccurate Underwriting: Our ability to accurately assess the creditworthiness of our customers may diminish, which could result in an increase in our credit losses and a deterioration of our returns. See “Our risk management strategies may not be fully effective in mitigating our risk exposures in all market environments or against all types of risk.” Business Mix: We engage in a diverse mix of businesses with a broad range of potential credit exposure. Because we originate a relatively greater proportion of consumer loans in our loan portfolio compared to other large bank peers and originate both prime and subprime credit card accounts and auto loans, we may experience higher delinquencies and a greater number of accounts charging off compared to other large bank peers, which could result in increased credit losses, operating costs and regulatory scrutiny. Additionally, a change in this business mix over time to include proportionally more consumer loans or subprime credit card accounts or auto loans could adversely affect the credit quality of our portfolio. Increasing Charge-off Recognition/Allowance for Credit Losses: We account for the allowance for credit losses according to accounting and regulatory guidelines and rules, including Financial Accounting Standards Board (“FASB”) standards and the Federal Financial Institutions Examination Council (“FFIEC”) Account Management Guidance. Effective as of January 1, 2020, we adopted the CECL standard which is based on expected lifetime losses rather than incurred losses. Adoption of the CECL standard has resulted and may continue to result in an increase to our reserves for credit losses on financial instruments with a resulting adverse impact on our financial condition. The continued impact of CECL on our future results will depend on the characteristics of our financial instruments, economic conditions, and our economic and loss forecasts. The application of the CECL standard requires us to increase reserves faster and to a higher level in an economic downturn, resulting in greater impact to our results and our capital ratios than we would have experienced in similar circumstances prior to the adoption of CECL. In addition, because credit cards represent a significant portion of our product mix, we could be disproportionately affected by use of the CECL standard, as compared to our large bank peers with a different product mix. See “MD&A—Accounting Changes and Developments” for additional information. Insufficient Asset Values: The collateral we have on secured loans could be insufficient to compensate us for credit losses. When customers default on their secured loans, we attempt to recover collateral where permissible and appropriate. However, the value of the collateral may not be sufficient to compensate us for the amount of the unpaid loan, and we may be unsuccessful in recovering the remaining balance from our customers. Decreases in real estate and other asset values adversely affect the collateral value for our commercial lending activities, while the auto business is similarly exposed to collateral risks arising from the auction markets that determine used car prices. Borrowers may be less likely to continue making payments on loans if the value of the property used as collateral for the loan is less than what the borrower owes, even if the borrower is still financially able to make the payments. In that circumstance, the recovery of such property could be insufficient to compensate us for the value of these loans upon a default. In our auto business, business and economic conditions that negatively affect household incomes, housing prices and consumer behavior, as well as technological advances that make older cars obsolete faster, could decrease (i) the demand for new and used vehicles and (ii) the value of the collateral underlying our portfolio of auto loans, which could cause the number of consumers who become delinquent or default on their loans to increase. Geographic and Industry Concentration: Although our consumer lending is geographically diversified, approximately 27% of our commercial loan portfolio is concentrated in the tri-state area of New York, New Jersey and Connecticut. The regional economic conditions in the tri-state area affect the demand for our commercial products and services as well as the ability of our customers to repay their commercial loans and the value of the collateral securing these loans. An economic downturn or prolonged period of slow economic growth in, or a catastrophic event that disproportionately affects, the tri-state area could have a material adverse effect on the performance of our commercial loan portfolio and our results of operations. In addition, our Commercial Banking strategy includes an industry-specific focus. If any of the industries that we focus on experience changes, we may experience increased credit losses and our results of operations could be adversely impacted. For example, as of December 31, 2020, healthcare and healthcare-related real estate loans represented approximately 19% of our total commercial loan portfolio. If healthcare-related industries or any of the other industries that we focus on experience adverse changes, we may experience increased credit losses and our results of operations could be adversely impacted. 27 Capital One Financial Corporation (COF) Capital and Liquidity Risk We may not be able to maintain adequate capital or liquidity levels, which could have a negative impact on our financial results and our ability to return capital to our stockholders. Financial institutions are subject to extensive and complex capital and liquidity requirements. These requirements affect our ability to lend, grow deposit balances, make acquisitions and make most capital distributions. Failure to maintain adequate capital or liquidity levels, whether due to adverse developments in our business or the economy or to changes in the applicable requirements, could subject us to a variety of remedies available to our regulators. These include limitations on the ability to pay dividends, repurchase shares and the issuance of a capital directive to increase capital. Such limitations could have a material adverse effect on our business and results of operations. We consider various factors in the management of capital, including the impact of stress on our capital levels, as determined by both our internal modeling and the Federal Reserve’s modeling of our capital position in supervisory stress tests and CCAR. There can be significant differences between our modeling and the Federal Reserve’s estimates for a given scenario and between the capital needs suggested by our internal bank holding company scenarios relative to the supervisory scenarios. Therefore, although our estimated capital levels under stress disclosed as part of the CCAR or DFAST processes may suggest that we have substantial capacity to return capital to stockholders 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 result in a materially lower capacity to return capital to stockholders than that indicated by the projections released in the CCAR or DFAST processes. This in turn, could lead to restrictions on our ability to pay dividends and engage in share repurchase transactions. See “Part I—Item 1. Business—Supervision and Regulation” for additional information. In addition, the current capital and liquidity requirements are subject to change. The Federal Banking Agencies finalized the Tailoring Rule in the fourth quarter of 2019. Under the Tailoring Rule, we are a Category III institution, and are no longer subject to the Basel III Advanced Approaches and associated capital requirements, but we continue to be subject to the countercyclical capital buffer and supplementary leverage ratio. In March 2020, the Federal Reserve issued a final rule to implement the stress capital buffer requirement. This final rule became effective in May 2020. Pursuant to the Stress Capital Buffer Rule, the Federal Reserve will use the results of its supervisory stress test to determine the size of a large banking institution’s stress capital buffer requirement, which replaces the previous 2.5% capital conservation buffer under the Basel III Standardized Approach. Our stress capital buffer requirement is 5.6% for the period from October 1, 2020 through September 30, 2021, at which point a revised stress capital buffer requirement will be applicable to us based on our 2021 stress testing results. In addition, on June 25, 2020 the Federal Reserve introduced measures to ensure that large BHCs maintained a high level of capital resilience. Specifically, the Federal Reserve required certain large BHCs, including us, to suspend share repurchases and cap common dividends during the third and fourth quarters of 2020. Consistent with the Federal Reserve’s capital distribution restrictions, we reduced our quarterly dividend on our common stock from $0.40 per share to $0.10 per share for the third quarter of 2020, which we maintained into the fourth quarter of 2020. The Federal Banking Agencies also finalized rules to implement the NSFR in October 2020. The NSFR is designed to ensure that banking organizations maintain a stable, long-term funding profile in relation to their asset composition and off-balance sheet activities and its requirements will become effective as of July 1, 2021. On December 18, 2020, the Federal Reserve extended the capital distribution restrictions for all participating BHCs to the first quarter of 2021, with certain modifications. In particular, for the first quarter of 2021, participating BHCs may resume share repurchases however the aggregate amount of dividend payments and share repurchases will be limited to an amount based on net income earned in the preceding four calendar quarters. See “Part I—Item 1. Business —Supervision and Regulation” for additional information. Further changes to applicable capital and liquidity requirements could result in unexpected or new limitations on our ability to pay dividends and engage in share repurchases. Operational Risk We face risks related to our operational, technological and organizational infrastructure. Our ability to retain and attract customers depends on our ability to develop, operate, and adapt our technology and organizational infrastructure in a rapidly changing environment. In addition, we must accurately process, record and monitor an increasingly large number of complex transactions. Digital technology, data and software development are deeply embedded into our business model and how we work. Similar to other large corporations, we are exposed to operational risk that can manifest itself in many ways, such as errors in execution, inadequate processes, inaccurate models, faulty or disabled technological infrastructure, and fraud by employees or 28 Capital One Financial Corporation (COF) persons outside of our company. In addition, we are heavily dependent on the security, capability and continuous availability of the technology systems that we use to manage our internal financial and other systems, monitor risk and compliance with regulatory requirements, provide services to our customers, develop and offer new products and communicate with stakeholders. We also face risk of adverse customer impacts and business disruption arising from the execution of strategic initiatives we may pursue across our operations. If we do not maintain the necessary operational, technological and organizational infrastructure to operate our business, including to maintain the security of that infrastructure, our business and reputation could be materially adversely affected. We also are subject to disruptions to our operating systems arising from events that are wholly or partially beyond our control, which may include computer viruses, electrical or telecommunications outages, design flaws in foundational components or platforms, availability and quality of vulnerability patches from key vendors, cyber-attacks (including Distributed Denial of Service (“DDOS”) and other attacks on our infrastructure as discussed below), natural disasters, other damage to property or physical assets, or events arising from local or larger scale politics, including terrorist acts. Any failure to maintain our infrastructure or disruption of our operating systems and applications could diminish our ability to operate our businesses, service customer accounts and protect customers’ information, or result in potential liability to customers, reputational damage, regulatory intervention and customers’ loss of confidence in our businesses, any of which could result in a material adverse effect. We also rely on the business infrastructure and systems of third parties with which we do business and to whom we outsource the operation, maintenance and development of our information technology and communications systems. We have migrated substantially all, and intend to migrate all, of our core information technology systems and customer-facing applications to third-party cloud infrastructure platforms, principally AWS. If we do not complete the transition or fail to administer these new environments in a well-managed, secure and effective manner, or if AWS platforms become unavailable or do not meet their service level agreements for any reason, we may experience unplanned service disruption or unforeseen costs which could result in material harm to our business and results of operations. We must successfully develop and maintain information, financial reporting, disclosure, data-protection and other controls adapted to our reliance on outside platforms and providers. In addition, AWS, or other service providers, could experience system breakdowns or failures, outages, downtime, cyber-attacks, adverse changes to financial condition, bankruptcy, or other adverse conditions, which could have a material adverse effect on our business and reputation. Thus, the substantial amount of our infrastructure that we outsource to AWS or to other third parties may increase our risk exposure. Any disruptions, failures or inaccuracies of our operational and technology systems and models, including those associated with improvements or modifications to such systems and models, could cause us to be unable to market and manage our products and services, manage our risk, meet our regulatory obligations or report our financial results in a timely and accurate manner, all of which could have a negative impact on our results of operations. In addition, our ongoing investments in infrastructure, which are necessary to maintain a competitive business, integrate acquisitions and establish scalable operations, may increase our expenses. As our business develops, changes or expands, additional expenses can arise as a result of a reevaluation of business strategies, management of outsourced services, asset purchases or other acquisitions, structural reorganization, compliance with new laws or regulations, or the integration of newly acquired businesses, or the prevention or occurrence of data security incidents. If we are unable to successfully manage our expenses, our financial results will be negatively affected. Changes to our business, including as a result of our strategic objectives, also requires robust governance to ensure that our objectives are executed as intended without adversely impacting our customers, associates, operations or financial performance. Ineffective change management oversight and governance over the execution of our strategic objectives could expose us to operational, strategic and reputational risk and could negatively impact customers or our financial performance. Theft, loss or misuse of information as a result of a cyber-attack may result in increased costs, reductions in revenue, reputational damage and business disruptions. Our products and services involve the gathering, authenticating, managing, processing, and the storing and transmission of sensitive and confidential information regarding our customers and their accounts, our employees and third parties with which we do business. Our ability to provide such products and services, many of which are web-based, depends upon the management and safeguarding of information, software, methodologies and business secrets. To provide these products and services to, as well as communicate with, our customers, we rely on information systems and infrastructure, including software and data engineering, and information security personnel, digital technologies, computer and email systems, software, networks and other web-based technologies. We also have arrangements in place with third parties through which we share and receive information about their customers who are or may become our customers. 29 Capital One Financial Corporation (COF) Technologies, systems, networks and devices of Capital One or our employees, service providers or other third parties with whom we interact may continue to be the subject of attempted unauthorized access, mishandling or misuse of information, denial-of-service attacks, computer viruses, website defacement, hacking, malware, ransomware, phishing or other forms of social engineering, and other forms of cyber-attacks designed to obtain confidential information, destroy data, disrupt or degrade service, sabotage systems or cause other damage, and other events. These threats, such as the Cybersecurity Incident, may derive from error, fraud or malice on the part of our employees, insiders or third parties or may result from accidental technological failure. Any of these parties may also attempt to fraudulently induce employees, customers or other third-party users of our systems to disclose sensitive information in order to gain access to our data or that of our customers or third parties with whom we interact, or to unlawfully obtain monetary benefit through misdirected or otherwise improper payment. Further, cyber and information security risks for large financial institutions like us continue to increase due to the proliferation of new technologies, the use of the internet to conduct financial transactions, and the increased sophistication and activities of organized crime, perpetrators of fraud, hackers, terrorists, activists, formal and informal instrumentalities of foreign governments and other external parties. In addition, our customers access our products and services using computers, smartphones, tablets and other mobile devices that are beyond our security control systems. The methods and techniques employed by perpetrators of fraud and others to attack, disable, degrade or sabotage platforms, systems and applications change frequently, are increasingly sophisticated and often are not fully recognized or understood until after they have occurred, and some techniques could occur and persist for an extended period of time before being detected. For example, although we immediately fixed the configuration vulnerability that was exploited in the 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. In other circumstances, we and our third-party service providers and partners may be unable to anticipate or identify certain attack methods in order to implement effective preventative measures or mitigate or remediate the damages caused in a timely manner. We may also be unable to hire and develop talent capable of detecting, mitigating or remediating these risks. Although we seek to maintain a robust suite of authentication and layered information security controls, including our cyber threat analytics, data encryption and tokenization technologies, anti-malware defenses and vulnerability management program, any one or combination of these controls could fail to detect, mitigate or remediate these risks in a timely manner. We will likely face an increasing number of attempted cyber-attacks as we expand our mobile and other internet-based products and services, as well as our usage of mobile and cloud technologies and as we provide more of these services to a greater number of retail clients. A disruption or breach, including as a result of a cyber-attack such as the Cybersecurity Incident, or media reports of perceived security vulnerabilities at Capital One or at our third-party service providers, could result in significant legal and financial exposure, regulatory intervention, litigation and remediation costs, card reissuance, supervisory liability, damage to our reputation or loss of confidence in the security of our systems, products and services that could adversely affect our business. We and other U.S. financial services providers continue to be targeted with evolving and adaptive cybersecurity threats from sophisticated third parties. We are continuing to assess the impact of the Cybersecurity Incident and there can be no assurance that additional unauthorized access or cyber incidents will not occur or that we will not suffer material losses in the future. Unauthorized access or cybersecurity incidents could occur more frequently and on a more significant scale. If future attacks like these are successful or if customers are unable to access their accounts online for other reasons, it could adversely impact our ability to service customer accounts or loans, complete financial transactions for our customers or otherwise operate any of our businesses or services. In addition, a breach or attack affecting one of our third-party service providers or partners could harm our business even if we do not control the service that is attacked. In addition, the increasing prevalence and the evolution of cyber-attacks and other efforts to breach or disrupt our systems or those of our partners, retailers or other market participants has led, and will likely continue to lead, to increased costs to us with respect to preventing, mitigating and remediating these risks, as well as any related attempted fraud. In order to address ongoing and future risks, including from the Cybersecurity Incident, we must expend significant resources to support protective security measures, investigate and remediate any vulnerabilities of our information systems and infrastructure and invest in new technology designed to mitigate security risks. The Cybersecurity Incident, or successful cyber-attacks at other large financial institutions or other market participants (whether or not we are impacted), could lead to a general loss of customer confidence in financial institutions that could negatively affect us, including harming the market perception of the effectiveness of our security measures or the financial system in general which could result in reduced use of our financial products. We have insurance against some cyber-risks and attacks, including insurance that is expected to cover certain costs associated with the Cybersecurity Incident; nonetheless, our insurance coverage may not be sufficient to offset the impact of a material loss event, and such insurance may increase in cost or cease to be available on commercial terms in the future. 30 Capital One Financial Corporation (COF) Potential data protection and privacy incidents, and our required compliance with regulations related to these areas, may increase our costs, reduce our revenue and limit our ability to pursue business opportunities. A breach, failure or other disruption of our information systems or infrastructure or data management processes, or those of our customers, partners, service providers or other market participants, could lead, depending on the nature of the incident, to the unauthorized or unintended access to and release, gathering, monitoring, misuse, loss or destruction of personal or confidential data about our customers, employees or other third parties in our possession. Any party that obtains this personal or confidential data through a breach or disruption may use this information for ransom, to be paid by us or a third-party, as part of a fraudulent activity that is part of a broader criminal activity, or for other illicit purposes. Further, such disruption or breach could also result in unauthorized access to our proprietary information, intellectual property, software, methodologies and business secrets and in unauthorized transactions in Capital One accounts or unauthorized access to personal or confidential information maintained by those entities. There has been a significant proliferation of consumer information available on the internet resulting from breaches of third-party entities, including personal information, log-in credentials and authentication data. While we were not directly involved in these third-party breach events, the stolen information can create a vulnerability for our customers if their Capital One log-in credentials are the same as or similar to the credentials that have been compromised on other sites. This vulnerability could include the risk of unauthorized account access, data loss and fraud. The use of artificial intelligence, “bots” or other automation software, can increase the velocity and efficacy of these types of attacks. We are continuing to assess the impact of the Cybersecurity Incident. The Cybersecurity Incident, other data security incidents we may experience in the future, or media reports of perceived security vulnerabilities at Capital One or at third-party service providers, could result in significant legal and financial exposure, regulatory intervention, remediation costs, card reissuance, supervisory liability, damage to our reputation or loss of confidence in the security of our systems, products and services that could adversely affect our business. We are subject to a variety of continuously evolving and developing laws and regulations in the United States and abroad regarding privacy, data protection and data security, including those related to the collection, storage, handling, use, disclosure, transfer and security of personal data. Significant uncertainty exists as privacy and data protection laws may be interpreted and applied differently from country to country and may create inconsistent or conflicting requirements. For example, in Canada we are subject to the Personal Information Protection and Electronic Documents Act (“PIPEDA”). In addition, the General Data Protection Regulation (“GDPR”) applies EU data protection law to all companies processing data of EU residents, regardless of the company’s location. More recently, on January 1, 2020, the CCPA went into effect for companies doing business in California. These laws impose strict requirements regarding the collection, storage, handling, use, disclosure, transfer and security of personal data, which may have adverse consequences, including severe monetary penalties. Our efforts to comply with PIPEDA, GDPR, CCPA and other privacy and data protection laws entail substantial expenses, may divert resources from other initiatives and projects, and could limit the services we are able to offer. Furthermore, enforcement actions and investigations by regulatory authorities related to data security incidents and privacy violations continue to increase. The enactment of more restrictive laws, rules, regulations, or future enforcement actions or investigations could impact us through increased costs or restrictions on our business, and noncompliance could result in monetary or other penalties and significant legal liability. We face risks resulting from the extensive use of models and data. We rely on quantitative models, and our ability to manage data and aggregate data in an accurate and timely manner, assess and manage our various risk exposures, estimate certain financial values and manage compliance with required regulatory capital requirements. Models may be used in such processes as determining the pricing of various products, grading loans and extending credit, measuring interest rate and other market risks, predicting deposit levels or loan losses, assessing capital adequacy and calculating economic and regulatory capital levels, estimating the value of financial instruments and balance sheet items, and other operational functions. Our risk reporting and management, including business decisions based on information incorporating models, depend on the effectiveness of our models and our policies, programs, processes and practices governing how data is acquired, validated, stored, protected, processed and analyzed. Any issues with the quality or effectiveness of our data aggregation and validation procedures, as well as the quality and integrity of data inputs, formulas or algorithms, could result in inaccurate forecasts, ineffective risk management practices or inaccurate risk reporting. In addition, models based on historical data sets might not be accurate predictors of future outcomes and their ability to appropriately predict future outcomes may degrade over time. While we continuously update our policies, programs, processes and practices, many of our data management, aggregation and implementation processes are manual and subject to human error or system failure. Failure to manage data effectively and to aggregate data in an accurate and timely manner may limit our ability to 31 Capital One Financial Corporation (COF) manage current and emerging risk, to produce accurate financial, regulatory and operational reporting as well as to manage changing business needs. If our risk management framework is ineffective, we could suffer unexpected losses which could materially adversely affect our results of operation or financial condition. Also, any information we provide to the public or to our regulators based on poorly designed or implemented models could be inaccurate or misleading. Some of the decisions that our regulators make, including those related to capital distribution to our stockholders, could be affected adversely due to the perception that the quality of the models used to generate the relevant information is insufficient. Legal and Regulatory Risk Compliance with new and existing laws, regulations and regulatory expectations is costly and complex. We are subject to extensive regulatory oversight by the federal banking regulators to ensure that we build systems and processes that are commensurate with the nature of our business and that meet the risk management and prudential standards issued by our regulators. A wide array of banking and consumer lending laws apply to almost every aspect of our business. Failure to comply with these laws and regulations could result in financial, structural and operational penalties, including significant fines and criminal sanctions, and/or damage to our reputation with regulators, our customers or the public. Hiring, training and retaining qualified compliance and legal personnel, and establishing and maintaining compliance-related systems, infrastructure and processes, is difficult and these efforts could limit our ability to invest in other business opportunities. Furthermore, applicable rules and regulations may affect us in an unforeseen manner, or may have a disproportionate impact on us as compared to our competitors. Over the last several years, state and federal regulators have focused on compliance with the Bank Secrecy Act and anti-money laundering (“AML”) laws, data integrity and security, use of service providers, fair lending and other consumer protection issues. For example, in July 2015, Capital One entered into a consent order with the OCC to address concerns about our AML program and in October 2018, Capital One paid a civil monetary penalty assessed by the OCC relating to our AML program. The OCC lifted the AML consent order in November 2019. In addition, in August 2020 we entered into consent orders with the Federal Reserve and the OCC resulting from regulatory reviews of the 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. In January 2021, we also paid a civil monetary penalty assessed by the Financial Crimes Enforcement Network (“FinCEN”) against CONA in connection with our AML program. Failure to maintain compliance with laws and regulations could result in significant additional governmental fines or penalties. We have a large number of customer accounts in our credit card and auto lending businesses and we have made the strategic choice to originate and service subprime credit card and auto loans, which typically have higher delinquencies and charge-offs than prime customers. As a result, we have significant involvement with credit bureau reporting and the collection and recovery of delinquent and charged-off debt, primarily through customer communications, the filing of litigation against customers in default, the periodic sale of charged-off debt and vehicle repossession. These activities are subject to enhanced legal and regulatory scrutiny from regulators, courts and legislators. Any future changes to our business practices in these areas, including our debt collection practices, whether mandated by regulators, courts, legislators or otherwise, or any legal liabilities resulting from our business practices, including our debt collection practices, could have a material adverse impact on our financial condition. The legislative and regulatory environment is beyond our control, may change rapidly and unpredictably and may negatively influence our revenue, costs, earnings, growth, liquidity and capital levels. In addition, some rules and regulations may be subject to litigation or other challenges that delay or modify their implementation and impact on us. Adoption of new technologies, such as distributed ledger technologies, artificial intelligence and machine learning technologies, can present unforeseen challenges in applying and relying on existing compliance systems. Certain laws and regulations, and any interpretations and applications with respect thereto, are generally intended to protect consumers, borrowers, depositors, the DIF, the U.S. banking and financial system, and financial markets as a whole, but not stockholders. Our success depends on our ability to maintain compliance with both existing and new laws and regulations. For a description of the material laws and regulations to which we are subject, see “Part I—Item 1. Business—Supervision and Regulation.” Our businesses are subject to the risk of increased litigation, government investigations and regulatory enforcement. Our businesses are subject to increased litigation, government investigations and other regulatory enforcement risks as a result of a number of factors and from various sources, including the highly regulated nature of the financial services industry, the focus of state and federal prosecutors on banks and the financial services industry and the structure of the credit card industry. 32 Capital One Financial Corporation (COF) Given the inherent uncertainties involved in litigation, government investigations and regulatory enforcement decisions, and the very large or indeterminate damages sought in some matters asserted against us, there can be significant uncertainty as to the ultimate liability we may incur from these kinds of matters. The finding, or even the assertion, of substantial legal liability against us could have a material adverse effect on our business and financial condition and could cause significant reputational harm to us, which could seriously harm our business. The Cybersecurity Incident has resulted in litigation, government investigations and other regulatory enforcement inquiries. In addition, financial institutions, such as ourselves, face significant regulatory scrutiny, which can lead to public enforcement actions or non-public supervisory actions. We and our subsidiaries are subject to comprehensive regulation and periodic examination by, among other regulatory bodies, the Federal Reserve, the SEC, OCC, FDIC and CFPB. We have been subject to enforcement actions by many of these and other regulators and may continue to be involved in such actions, including governmental inquiries, investigations and enforcement proceedings, including by the OCC, Department of Justice, FinCEN and state Attorneys General. We expect that regulators and governmental enforcement bodies will continue taking formal enforcement actions against financial institutions in addition to addressing supervisory concerns through non-public supervisory actions or findings, which could involve restrictions on our activities, or our ability to make acquisitions or otherwise expand our business, among other limitations that could adversely affect our business. In addition, a violation of law or regulation by another financial institution is likely to give rise to an investigation by regulators and other governmental agencies of the same or similar practices by us. Furthermore, a single event may give rise to numerous and overlapping investigations and proceedings. These and other initiatives from governmental authorities and officials may subject us to further judgments, settlements, fines or penalties, or cause us to restructure our operations and activities or to cease offering certain products or services, all of which could harm our reputation or lead to higher operational costs. Litigation, government investigations and other regulatory actions could involve restrictions on our activities, generally subject us to significant fines, increased expenses, restrictions on our activities and damage to our reputation and our brand, and could adversely affect our business, financial condition and results of operations. For additional information regarding legal and regulatory proceedings that we are subject to, see “Note 18—Commitments, Contingencies, Guarantees and Others.” Other Business Risks We face intense competition in all of our markets. We operate in a highly competitive environment, whether in making loans, attracting deposits or in the global payments industry, and we expect competitive conditions to continue to intensify with respect to most of our products. We compete on the basis of the rates we pay on deposits and the rates and other terms we charge on the loans we originate or purchase, as well as the quality and range of our customer service, products, innovation and experience. This increasingly competitive environment is primarily a result of changes in technology, product delivery systems and regulation, as well as the emergence of new or significantly larger financial services providers, all of which may affect our customers’ expectations and demands. In addition to offering competitive products and services, we invest in and conduct marketing campaigns to attract and inform customers. Some of our competitors, including new and emerging competitors in the digital and mobile payments space and other financial technology providers, are not subject to the same regulatory requirements or legislative scrutiny to which we are subject, which also could place us at a competitive disadvantage, in particular in the development of new technology platforms or the ability to rapidly innovate. We compete with many forms of payments offered by both bank and non-bank providers, including a variety of new and evolving alternative payment mechanisms, systems and products, such as aggregators and web-based and wireless payment platforms or technologies, digital or “crypto” currencies, prepaid systems and payment services targeting users of social networks, communications platforms and online gaming. If we are unable to continue to keep pace with innovation, do not effectively market our products and services or are prohibited from or unwilling to enter emerging areas of competition, our business and results of operations could be adversely affected. Some of our competitors are substantially larger than we are, which may give those competitors advantages, including a more diversified product and customer base, the ability to reach more customers and potential customers, operational efficiencies, broad-based local distribution capabilities, lower-cost funding and larger existing branch networks. Many of our competitors are also focusing on cross-selling their products and developing new products or technologies, which could affect our ability to maintain or grow existing customer relationships or require us to offer lower interest rates or fees on our lending products or higher interest rates on deposits. Competition for loans could result in origination of fewer loans, earning less on our loans or an increase in loans that perform below expectations. 33 Capital One Financial Corporation (COF) As of December 31, 2020, we operate as one of the largest online direct banks in the United States by deposits. While direct banking provides a significant opportunity to attract new customers that value greater and more flexible access to banking services at reduced costs, we face strong and increasing competition in the direct banking market. Aggressive pricing throughout the industry may adversely affect the retention of existing balances and the cost-efficient acquisition of new deposit funds and may affect our growth and profitability. Customers could also close their online accounts or reduce balances or deposits in favor of products and services offered by competitors for other reasons. These shifts, which could be rapid, could result from general dissatisfaction with our products or services, including concerns over pricing, online security or our reputation. The potential consequences of this competitive environment are exacerbated by the flexibility of direct banking and the financial and technological sophistication of our online customer base. In our credit card business, competition for rewards customers may result in higher rewards expenses, or we may fail to attract new customers or retain existing rewards customers due to increasing competition for these consumers. As of December 31, 2020, we have a number of large partnerships in our credit card loan portfolio. The market for key business partners, especially in the credit card business, is very competitive, and we may not be able to grow or maintain these partner relationships. We face the risk that we could lose partner relationships, even after we have invested significant resources into acquiring and developing the relationships. The loss of any of our key business partners could have a negative impact on our results of operations, including lower returns, excess operating expense and excess funding capacity. We depend on our partners to effectively promote our cobrand and private label products and integrate the use of our credit cards into their retail operations. The failure by our partners to effectively promote and support our products as well as changes they may make in their business models could adversely affect card usage and our ability to achieve the growth and profitability objectives of our partnerships. In addition, if our partners do not adhere to the terms of our program agreements and standards, or otherwise diminish the value of our brand, we may suffer reputational damage and customers may be less likely to use our products. Some of our competitors have developed, or may develop, substantially greater financial and other resources than we have, may offer richer value propositions or a wider range of programs and services than we offer or may use more effective advertising, marketing or cross-selling strategies to acquire and retain more customers, capture a greater share of spending and borrowings, attain and develop more attractive cobrand card programs and maintain greater merchant acceptance than we have. We may not be able to compete effectively against these threats or respond or adapt to changes in consumer spending habits as effectively as our competitors. In such a competitive environment, we may lose entire accounts or may lose account balances to competing firms, or we may find it more costly to maintain our existing customer base. Customer attrition from any or all of our lending products, together with any lowering of interest rates or fees that we might implement to retain customers, could reduce our revenues and therefore our earnings. Similarly, unexpected customer attrition from our deposit products, in addition to an increase in rates or services that we may offer to retain deposits, may increase our expenses and therefore reduce our earnings. Our business, financial condition and results of operations may be adversely affected by merchants’ increasing focus on the fees charged by credit card networks and by legislation and regulation impacting such fees. Credit card interchange fees are generally one of the largest components of the costs that merchants pay in connection with the acceptance of credit cards and are a meaningful source of revenue for our credit card businesses. Interchange fees are the subject of significant and intense global legal, legislative and regulatory focus, and the resulting decisions, legislation and regulation may have a material adverse impact on our overall business, financial condition and results of operations. Legislative and regulatory bodies in a number of countries are seeking to reduce credit card interchange fees through legislation, competition-related regulatory proceedings, central bank regulation and or litigation. Interchange reimbursement rates in the United States are set by credit card networks such as MasterCard and Visa. In some jurisdictions, such as Canada and certain countries in the EU, interchange fees and related practices are subject to regulatory activity that has limited the ability of certain networks to establish default rates, including in some cases imposing caps on permissible interchange fees. We have already experienced these impacts in our international card businesses. Legislators and regulators around the world are aware of each other’s approaches to the regulation of the payments industry. Consequently, a development in one country, state or region may influence regulatory approaches in another, such as our primary market, the United States. In addition to this regulatory activity, merchants are also seeking avenues to reduce interchange fees. During the past few years, merchants and their trade groups have filed numerous lawsuits against Visa, MasterCard, American Express and their card- 34 Capital One Financial Corporation (COF) issuing banks, claiming that their practices toward merchants, including interchange and similar fees, violate federal antitrust laws. In 2005, a number of entities filed antitrust lawsuits against MasterCard and Visa and several member banks, including our subsidiaries and us, alleging among other things, that the defendants conspired to fix the level of interchange fees. In December 2013, the U.S. District Court for the Eastern District of New York granted final approval of the proposed class settlement. The settlement provided, among other things, that merchants would be entitled to join together to negotiate lower interchange fees. The settlement was appealed to the Second Circuit Court of Appeals, which rejected the settlement in June 2016; a revised settlement was reached in the second half of 2018, and the trial court issued its final approval of the settlement in December 2019. See “Note 18—Commitments, Contingencies, Guarantees and Others” for further details. Some major retailers may have sufficient bargaining power to independently negotiate lower interchange fees with MasterCard and Visa, which could, in turn, result in lower interchange fees for us when our cardholders undertake purchase transactions with these retailers. In 2016, some of the largest merchants individually negotiated lower interchange rates with MasterCard and/or Visa. These and other merchants also continue to lobby aggressively for caps and restrictions on interchange fees and their efforts may be successful or they may in the future bring legal proceedings against us or other credit card and debit card issuers and networks. Beyond pursuing litigation, legislation and regulation, merchants may also promote forms of payment with lower fees, such as ACH-based payments, or seek to impose surcharges at the point of sale for use of credit or debit cards. New payment systems, particularly mobile-based payment technologies, could also gain widespread adoption and lead to issuer transaction fees or the displacement of credit card accounts as a payment method. The heightened focus by merchants and legislative and regulatory bodies on the fees charged by credit and debit card networks, and the ability of certain merchants to successfully negotiate discounts to interchange fees with MasterCard and Visa or develop alternative payment systems, could result in a reduction of interchange fees. Any resulting loss in income to us could have a material adverse effect on our business, financial condition and results of operations. If we are not able to invest successfully in and introduce digital and other technological developments across all our businesses, our financial performance may suffer. Our industry is subject to rapid and significant technological changes and our ability to meet our customers’ needs and expectations is key to our ability to grow revenue and earnings. We expect digital technologies to have a significant impact on banking over time. Consumers expect robust digital experiences from their financial services providers. The ability for customers to access their accounts and conduct financial transactions using digital technology, including mobile applications, is an important aspect of the financial services industry and financial institutions are rapidly introducing new digital and other technology-driven products and services that aim to offer a better customer experience and to reduce costs. We continue to invest in digital technology designed to attract new customers, facilitate the ability of existing customers to conduct financial transactions and enhance the customer experience related to our products and services. Our continued success depends, in part, upon our ability to address the needs of our customers by using digital technology to provide products and services that meet their expectations. The development and launch of new digital products and services depends in large part on our capacity to invest in and build the technology platforms that can enable them, in a cost effective and timely manner. See “We face intense competition in all of our markets” and “We face risks related to our operational, technological and organizational infrastructure.” Some of our competitors are substantially larger than we are, which may allow those competitors to invest more money into their technology infrastructure and digital innovation than we do. In addition, we face intense competition from smaller companies which experience lower cost structures and different regulatory requirements and scrutiny than we do, and which may allow them to innovate more rapidly than we can. See “We face intense competition in all of our markets.” Further, our success depends on our ability to attract and retain strong digital and technology leaders, engineers and other specialized personnel. The competition is intense, and the compensation costs continue to increase for such talent. If we are unable to attract and retain digital and technology talent, our ability to offer digital products and services and build the necessary technology infrastructure could be negatively affected, which could negatively impact our business and financial results. A failure to maintain or enhance our competitive position with respect to digital products and services, whether because we fail to anticipate customer expectations or because our technological developments fail to perform as desired or are not implemented in a timely or successful manner, could negatively impact our business and financial results. 35 Capital One Financial Corporation (COF) We may fail to realize all of the anticipated benefits of our mergers, acquisitions and strategic partnerships. We have engaged in merger and acquisition activity and entered into strategic partnerships over the past several years. We continue to evaluate and anticipate engaging in, among other merger and acquisition activity, additional strategic partnerships and selected acquisitions of financial institutions and other acquisition targets, including credit card and other loan portfolios. We may not be able to identify and secure future acquisition targets on terms and conditions that are acceptable to us, or successfully complete within the anticipated time frame and achieve the anticipated benefits of proposed mergers, acquisitions and strategic partnerships, which could impair our growth. Any merger, acquisition or strategic partnership we undertake entails certain risks, which may materially and adversely affect our results of operations. If we experience greater than anticipated costs to integrate acquired businesses into our existing operations, or are not able to achieve the anticipated benefits of any merger, acquisition or strategic partnership, including cost savings and other synergies, our business could be negatively affected. In addition, it is possible that the ongoing integration processes could result in the loss of key employees, errors or delays in systems implementation, exposure to cybersecurity risks associated with acquired businesses, exposure to additional regulatory oversight, the disruption of our ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect our ability to maintain relationships with partners, clients, customers, depositors and employees or to achieve the anticipated benefits of any merger, acquisition or strategic partnership. Integration efforts also may divert management attention and resources. These integration matters may have an adverse effect on us during any transition period. In addition, we may face the following risks in connection with any merger, acquisition or strategic partnership: • • • • • New Businesses and Geographic or Other Markets: Our merger, acquisition or strategic partnership activity may involve our entry into new businesses and new geographic areas or other markets which present risks resulting from our relative inexperience in these new businesses or markets. These new businesses or markets may change the overall character of our consolidated portfolio of businesses and alter our exposure to economic and other external factors. We face the risk that we will not be successful in these new businesses or in these new markets. Identification and Assessment of Merger and Acquisition Targets and Deployment of Acquired Assets: We may not be able to identify, acquire or partner with suitable targets. Further, our ability to achieve the anticipated benefits of any merger, acquisition or strategic partnership will depend on our ability to assess the asset quality and value of the particular assets or institutions we partner with, merge with or acquire. We may be unable to profitably deploy any assets we acquire. Accuracy of Assumptions: In connection with any merger, acquisition or strategic partnership, we may make certain assumptions relating to the proposed merger, acquisition or strategic partnership that may be, or may prove to be, inaccurate, including as a result of the failure to realize the expected benefits of any merger, acquisition or strategic partnership. The inaccuracy of any assumptions we may make could result in unanticipated consequences that could have a material adverse effect on our results of operations or financial condition. Target-specific Risk: Assets and companies that we acquire, or companies that we enter into strategic partnerships with, will have their own risks that are specific to a particular asset or company. These risks include, but are not limited to, particular or specific regulatory, accounting, operational, reputational and industry risks, any of which could have a material adverse effect on our results of operations or financial condition. For example, we may face challenges associated with integrating other companies due to differences in corporate culture, compliance systems or standards of conduct. Indemnification rights, if any, may be insufficient to compensate us for any losses or damages resulting from such risks. In addition to regulatory approvals discussed below, certain of our merger, acquisition or partnership activity may require third-party consents in order for us to fully realize the anticipated benefits of any such transaction. Conditions to Regulatory Approval: Certain acquisitions may not be consummated without obtaining approvals from one or more of our regulators. We cannot be certain when or if, or on what terms and conditions, any required regulatory approvals will be granted. Consequently, we might be required to sell portions of acquired assets or our own assets as a condition to receiving regulatory approval or we may not obtain regulatory approval for a proposed acquisition on acceptable terms or at all, in which case we would not be able to complete the acquisition despite the time and expenses invested in pursuing it. 36 Capital One Financial Corporation (COF) Reputational risk and social factors may impact our results and damage our brand. Our ability to attract and retain customers is highly dependent upon the perceptions of consumer and commercial borrowers and deposit holders and other external perceptions of our products, services, trustworthiness, business practices, workplace culture, compliance practices or our financial health. In addition, our brand is very important to us. Maintaining and enhancing our brand depends largely on our ability to continue to provide high-quality products and services. Adverse perceptions regarding our reputation in the consumer, commercial and funding markets could lead to difficulties in generating and maintaining accounts as well as in financing them. In particular, negative public perceptions regarding our reputation, including negative perceptions regarding our ability to maintain the security of our technology systems and protect customer data, could lead to decreases in the levels of deposits that consumer and commercial customers and potential customers choose to maintain with us or significantly increase the costs of attracting and retaining customers. In addition, negative perceptions regarding certain industries, partners or clients could also prompt us to cease business activities associated with those entities. Negative public opinion or damage to our brand could also result from actual or alleged conduct in any number of activities or circumstances, including lending practices, regulatory compliance, security breaches (including the use and protection of customer information, such as resulting from the Cybersecurity Incident), corporate governance and sales and marketing, and from actions taken by regulators or other persons in response to such conduct. Such conduct could fall short of our customers’ and the public’s heightened expectations of companies of our size with rigorous data, privacy and compliance practices, and could further harm our reputation. In addition, our cobrand and private label partners or other third parties with whom we have important relationships may take actions over which we have limited control that could negatively impact perceptions about us or the financial services industry. The proliferation of social media may increase the likelihood that negative public opinion from any of the events discussed above will impact our reputation and business. In addition, a variety of social factors may cause changes in borrowing activity, including credit card use, payment patterns and the rate of defaults by account holders and borrowers domestically and internationally. These social factors include changes in consumer confidence levels, the public’s perception regarding the banking industry and consumer debt, including credit card use, and changing attitudes about the stigma of bankruptcy. If consumers develop or maintain negative attitudes about incurring debt, or if consumption trends decline or if we fail to maintain and enhance our brand, or we incur significant expenses to do so, our business and financial results could be materially and negatively affected. If we are not able to protect our intellectual property, our revenue and profitability could be negatively affected. We rely on a variety of measures to protect and enhance our intellectual property, including copyrights, trademarks, trade secrets, patents and certain restrictions on disclosure, solicitation and competition. We also undertake other measures to control access to and distribution of our other proprietary information. These measures may not prevent misappropriation of our proprietary information or infringement of our intellectual property rights and a resulting loss of competitive advantage. In addition, our competitors or other third parties may file patent applications for innovations that are used in our industry or allege that our systems, processes or technologies infringe on their intellectual property rights. If our competitors or other third parties are successful in obtaining such patents or prevail in intellectual property-related litigation against us, we could lose significant revenues, incur significant license, royalty or technology development expenses, or pay significant damages. Our risk management strategies may not be fully effective in mitigating our risk exposures in all market environments or against all types of risk. Management of market, credit, liquidity, operational and compliance risk requires, among other things, policies and procedures to properly record and verify a large number of transactions and events. See “MD&A—Risk Management” for further details. Even though we continue to devote significant resources to developing our risk management framework, our risk management strategies may not be fully effective in identifying and mitigating our risk exposure in all market environments or against all types of risk, including risks that are unidentified or unanticipated. Some of our methods of managing these risks are based upon our use of observed historical market behavior and management’s judgment. These methods may not accurately predict future exposures, which could be significantly greater than the historical measures indicate and market conditions, particularly during a period of financial market stress, can involve unprecedented dislocations. Credit risk is inherent in the financial services business and results from, among other things, extending credit to customers. Our ability to assess the creditworthiness of our customers may be impaired if the models and approaches we use to select, manage and underwrite our consumer and commercial customers become less predictive of future charge-offs due, for example, to rapid changes in the economy, including rapid changes in tariff rates and international trade relations. 37 Capital One Financial Corporation (COF) While we employ a broad and diversified set of risk monitoring and risk mitigation techniques, those techniques and the judgments that accompany their application cannot anticipate every economic and financial outcome or the timing of such outcomes. For example, our ability to implement our risk management strategies may be hindered by adverse changes in the volatility or liquidity conditions in certain markets and as a result, may limit our ability to distribute such risks (for instance, when we seek to syndicate exposure in bridge financing transactions we have underwritten). We may, therefore, incur losses in the course of our risk management or investing activities. Fluctuations in market interest rates or volatility in the capital markets could adversely affect our income and expense, the value of assets and obligations, our regulatory capital, cost of capital or liquidity. Like other financial institutions, our business is sensitive to market interest rate movements and the performance of the capital markets. Disruptions, uncertainty or volatility across the capital markets could negatively impact market liquidity and limit our access to the funding required to operate and grow our business. In addition, changes in interest rates or in valuations in the debt or equity markets could directly impact us. For example, we borrow money from other institutions and depositors, which we use to make loans to customers and invest in debt securities and other interest-earning assets. We earn interest on these loans and assets and pay interest on the money we borrow from institutions and depositors. The interest rates that we pay on the securities we have issued are also influenced by, among other things, applicable credit ratings from recognized rating agencies. A downgrade to any of these credit ratings could affect our ability to access the capital markets, increase our borrowing costs and have a negative impact on our results of operations. Increased charge-offs, rising LIBOR or other applicable reference rates and other events may cause our securitization transactions to amortize earlier than scheduled, which could accelerate our need for additional funding from other sources. Fluctuations in interest rates, including changes in the relationship between short- term rates and long-term rates and in the relationship between our funding basis rate and our lending basis rate, may have negative impacts on our net interest income and therefore our earnings. In addition, interest rate fluctuations and competitor responses to those changes may affect the rate of customer prepayments for auto and other term loans and may affect the balances customers carry on their credit cards. For example, increases in interest rates increase debt service requirements for some of our borrowers, which may adversely affect those borrowers’ ability to pay as contractually obligated. This could result in additional delinquencies or charge-offs and negatively impact our results of operations. These changes can reduce the overall yield on our interest-earning asset portfolio. Changes in interest rates and competitor responses to these changes may also impact customer decisions to maintain balances in the deposit accounts they have with us. An inability to attract or maintain deposits could materially affect our ability to fund our business and our liquidity position. Many other financial institutions have increased their reliance on deposit funding and, as such, we expect continued competition in the deposit markets. We cannot predict how this competition will affect our costs. If we are required to offer higher interest rates to attract or maintain deposits, our funding costs will be adversely impacted. Changes in valuations in the debt and equity markets could have a negative impact on the assets we hold in our investment portfolio. Such market changes could also have a negative impact on the valuation of assets for which we provide servicing. We assess our interest rate risk by estimating the effect on our earnings, economic value and capital under various scenarios that differ based on assumptions about the direction and the magnitude of interest rate changes. We take risk mitigation actions based on those assessments. We face the risk that changes in interest rates could materially reduce our net interest income and our earnings, especially if actual conditions turn out to be materially different than those we assumed. See “MD&A—Market Risk Profile” for additional information. Uncertainty regarding, and transition away from, LIBOR may adversely affect our business. The U.K. FCA, which regulates LIBOR, has announced that it will no longer compel banks to contribute data for the calculation of LIBOR after December 31, 2021. It is likely that banks will no longer continue to contribute submissions for the calculation of LIBOR after that date, which creates significant uncertainty around the publication of LIBOR beyond 2021 and whether LIBOR will continue to be viewed as a reliable market benchmark. In November 2020, the ICE Benchmark Administration (IBA), the administrator of LIBOR, announced that it will consult on its intention to cease publication of the 1- week and 2-month USD LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR tenors (Overnight, 1, 3, 6, and 12 Months) immediately following the LIBOR publication on June 30, 2023. The consultation closed on January 25, 2021 and we will continue to engage with industry experts to better understand the proposed IBA's extension announcement and its impact on the markets and our transition plans. It remains unclear what rate or rates may develop as accepted alternatives to LIBOR, or what the effect of such changes will be on the markets for LIBOR- based financial instruments. The Secured Overnight Financing Rate (“SOFR”) has been recommended by the Alternative 38 Capital One Financial Corporation (COF) Reference Rates Committee as an alternative for USD LIBOR, but issues and uncertainty remain with respect to its implementation. Given LIBOR’s extensive use across financial markets, the transition away from LIBOR presents several risks and challenges to the financial markets and financial institutions, including Capital One. We have loans, derivative contracts, unsecured debt, securitizations, vendor agreements and other instruments with attributes that are either directly or indirectly dependent on LIBOR. Uncertainty as to the nature of potential changes, alternative reference rates such as SOFR, or other reforms may adversely affect market liquidity, the pricing of LIBOR-based instruments, and the availability and cost of associated hedging instruments and borrowings. If SOFR or another rate does not achieve wide acceptance as the alternative to LIBOR, there likely will be disruption to the markets relying on the availability of a broadly accepted reference rate. In addition, uncertainty regarding LIBOR could result in loss of market share in certain products, adverse tax or accounting impacts, compliance, legal or operational costs and risks associated with client disclosures, as well as systems disruption, model disruption and other business continuity issues for us. Even if SOFR or another reference rate becomes a widely acceptable replacement for LIBOR, risks will remain for us with respect to outstanding instruments which rely on LIBOR. Those risks arise in connection with transitioning such instruments to a new reference rate, the taking of discretionary actions or the negotiation of fallback provisions and final amendments to existing LIBOR based agreements. Payments under contracts referencing new reference rates may significantly differ from those referencing LIBOR. For some instruments, the method of transitioning to a new reference rate may be challenging, especially if parties to an instrument cannot agree as to how to effect that transition. If a contract is not transitioned to a new reference rate and LIBOR ceases to exist, the impact on our obligations is likely to vary by contract. In addition, prior to LIBOR cessation, instruments that continue to refer to LIBOR may be impacted if there is a change in the availability or calculation of LIBOR. The transition from LIBOR to an alternative reference rate may change our market risk profile and require changes to risk and pricing models, valuation tools, product design, information technology systems, reporting infrastructure, operational processes and controls, and hedging strategies. In many cases, we may be dependent on third parties to upgrade systems, software and other critical functions that could materially disrupt our readiness if they are not done on a timely basis or otherwise fail. Our assessment of the ultimate impact of, and our planning for, the transition from LIBOR remains ongoing. Failure to adequately manage the transition could have a material adverse effect on our reputation, business, financial condition and results of operations. See “MD&A—Market Risk Profile” for additional information. Our business could be negatively affected if we are unable to attract, retain and motivate skilled employees. Our success depends, in large part, on our ability to retain key senior leaders and to attract and retain skilled employees, particularly employees with advanced expertise in credit, risk, digital and technology skills. We depend on our senior leaders and skilled employees to oversee simultaneous, transformative initiatives across the enterprise and execute on our business plans in an efficient and effective manner. Competition for such senior leaders and employees, and the costs associated with attracting and retaining them, is high. Our ability to attract and retain qualified employees also is affected by perceptions of our culture and management, our profile in the regions where we have offices and the professional opportunities we offer. Regulation or regulatory guidance restricting executive compensation, as well as evolving investor expectations, may limit the types of compensation arrangements that we may enter into with our most senior leaders and could have a negative impact on our ability to attract, retain and motivate such leaders in support of our long-term strategy. These laws and regulations may not apply in the same manner to all financial institutions, and we therefore may face more restrictions than other institutions and companies with which we compete for talent. These laws and regulations may also hinder our ability to compete for talent with other industries. We rely upon our senior leaders not only for business success, but also to lead with integrity. To the extent our senior leaders behave in a manner that does not comport with our values, the consequences to our brand and reputation could be severe and could adversely affect our financial condition and results of operations. If we are unable to attract, develop and retain talented senior leadership and employees, or to implement appropriate succession plans for our senior leadership, our business could be negatively affected. We face risks from unpredictable catastrophic events. Despite the business contingency plans we have in place, such plans do not fully mitigate all potential business continuity risks to us. Natural disasters and other catastrophic events could harm our business and infrastructure, including our information technology systems and third-party platforms. Our ability to conduct business may be adversely affected by a disruption in the infrastructure that supports our business and the communities where we are located, which are concentrated in the Northern Virginia and New York metropolitan areas, as well as Richmond, Virginia and Plano, Texas. This may include a disruption involving damage or loss of access to a physical site, cyber incidents, terrorist activities, the occurrence or worsening of disease 39 Capital One Financial Corporation (COF) outbreaks or pandemics (including the COVID-19 pandemic), natural disasters, extreme weather events, electrical outage, environmental hazard, technological infrastructure, communications or other services we use, our employees or third parties with whom we conduct business. Our business, financial condition and results of operations may be impacted by any such disruption and our ability to implement corresponding response measures, including, for example, our ability to adapt to a remote work environment as a result of the ongoing COVID-19 pandemic and related response measures. In addition, if a natural disaster or other catastrophic event occurs in certain regions where our business and customers are concentrated, such as the mid-Atlantic, New York or Texas metropolitan areas, we could be disproportionately impacted as compared to our competitors. The impact of such events and other catastrophes on the overall economy may also adversely affect our financial condition and results of operations. We face risks from the use of or changes to assumptions or estimates in our financial statements. Pursuant to generally accepted accounting principles in the U.S. (“U.S. GAAP”), we are required to use certain assumptions and estimates in preparing our financial statements, including determining our allowance for credit losses, the fair value of certain assets and liabilities, and asset impairment, among other items. In addition, the FASB, the SEC and other regulatory bodies may change the financial accounting and reporting standards, including those related to assumptions and estimates we use to prepare our financial statements, in ways that we cannot predict and that could impact our financial statements. If actual results differ from the assumptions or estimates underlying our financial statements or if financial accounting and reporting standards are changed, we may experience unexpected material losses. For a discussion of our use of estimates in the preparation of our consolidated financial statements, see “MD&A—Critical Accounting Policies and Estimates” and “Note 1— Summary of Significant Accounting Policies.” Limitations on our ability to receive dividends from our subsidiaries could affect our liquidity and ability to pay dividends and repurchase common stock. We are a separate and distinct legal entity from our subsidiaries, including the Banks. Dividends to us from our direct and indirect subsidiaries, including the Banks, have represented a major source of funds for us to pay dividends on our common and preferred stock, repurchase common stock, make payments on corporate debt securities and meet other obligations. There are various federal law limitations on the extent to which the Banks can finance or otherwise supply funds to us through dividends and loans. These limitations include minimum regulatory capital requirements, federal banking law requirements concerning the payment of dividends out of net profits or surplus, Sections 23A and 23B of the Federal Reserve Act and Regulation W governing transactions between an insured depository institution and its affiliates, as well as general federal regulatory oversight to prevent unsafe or unsound practices. If our subsidiaries’ earnings are not sufficient to make dividend payments to us while maintaining adequate capital levels, our liquidity may be affected and we may not be able to make dividend payments to our common or preferred stockholders, repurchase our common stock, make payments on outstanding corporate debt securities or meet other obligations, each and any of which could have a material adverse impact on our results of operations, financial position or perception of financial health. See “Part I—Item 1.Business—Supervision and Regulation” for additional information regarding dividend limitations applicable to us and the Banks. The soundness of other financial institutions and other third parties could adversely affect us. Our ability to engage in routine funding and other transactions could be adversely affected by the stability and actions of other financial services institutions. Financial services institutions are interrelated as a result of trading, clearing, servicing, counterparty and other relationships. We have exposure to financial institutions, intermediaries and counterparties that are exposed to risks over which we have little or no control. In addition, we routinely execute transactions with counterparties in the financial services industry, including brokers and dealers, commercial banks, investment banks, mutual and hedge funds and other institutional clients, resulting in a significant credit concentration with respect to the financial services industry overall. As a result, defaults by, or even rumors or questions about, one or more financial services institutions, or the financial services industry generally, have led to market-wide liquidity problems and could lead to losses or defaults by us or by other institutions. Likewise, adverse developments affecting the overall strength and soundness of our competitors, the financial services industry as a whole and the general economic climate or sovereign debt could have a negative impact on perceptions about the strength and soundness of our business even if we are not subject to the same adverse developments. In addition, adverse developments with respect to third parties with whom we have important relationships also could negatively impact perceptions about us. These perceptions about us could cause our business to be negatively affected and exacerbate the other risks that we face. 40 Capital One Financial Corporation (COF) Item 1B. Unresolved Staff Comments None. Item 2. Properties Our corporate and banking real estate portfolio consists of approximately 13.5 million square feet of owned or leased office and retail space, which is used to support our business. Of this overall portfolio, approximately 11.3 million square feet of space is dedicated for various corporate office uses and approximately 2.2 million square feet of space is for bank branches and Cafés. Our 11.3 million square feet of corporate office space consists of approximately 5.0 million square feet of leased space and 6.3 million square feet of owned space. Our headquarters is located in McLean, Virginia, and is included in our corporate office space. We maintain corporate office space primarily in Virginia, Texas, Illinois, New York and Delaware. Our 2.3 million square feet of bank branches and Cafés is located primarily across New York, Louisiana, Texas, Maryland, Virginia, New Jersey and California and consists of approximately 1.4 million square feet of leased space and 0.9 million square feet of owned space. See “Note 7—Premises, Equipment and Leases” for information about our premises. Item 3. Legal Proceedings The information required by Item 103 of Regulation S-K is included in “Note 18—Commitments, Contingencies, Guarantees and Others.” Item 4. Mine Safety Disclosures Not applicable. 41 Capital One Financial Corporation (COF) PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information Our common stock is listed on the NYSE and is traded under the symbol “COF.” As of January 31, 2021, there were 9,763 holders of record of our common stock. Securities Authorized for Issuance Under Equity Compensation Plans Information relating to compensation plans under which our equity securities are authorized for issuance is presented in this Report under “Part III—Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” 42 Capital One Financial Corporation (COF) Common Stock Performance Graph 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, 2015 and ended December 31, 2020. The stock performance graph assumes that $100 was invested in our common stock and each index and that all dividends were reinvested. The stock price performance on the graph below is not necessarily indicative of future performance. Comparison of 5-Year Cumulative Total Return (Capital One, S&P 500 Index and S&P Financial Index) 250 $250 $200 $150 $100 $50 0 $0 2015 $184 $152 $137 2016 2017 2018 2019 2020 Capital One S&P 500 Index S&P Financial Index Capital One . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 100.00 $ 120.86 $ 137.96 $ 104.72 $ 142.57 $ 136.95 S&P 500 Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S&P Financial Index . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100.00 109.54 130.81 122.65 158.07 183.77 100.00 120.14 144.20 123.06 158.95 152.43 2015 2016 2017 2018 2019 2020 December 31, 43 Capital One Financial Corporation (COF) Recent Sales of Unregistered Securities We did not have any sales of unregistered equity securities in 2020. Issuer Purchases of Equity Securities We suspended our 2019 Stock Repurchase Program in March 2020 and the program subsequently expired at the end of the second quarter of 2020. During the fourth quarter of 2020, we withheld shares of common stock to cover taxes on restricted stock units (“RSUs”) whose restrictions lapsed. Commission costs are excluded from the amounts presented below. October . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . November . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 6. Selected Financial Data Total Number of Shares Withheld Average Price per Share — 39,344 $ 53 39,397 — 73.08 92.68 73.11 The following table presents selected consolidated financial data and performance metrics for the five-year period ended December 31, 2020. We also provide selected key metrics we use in evaluating our performance, including certain metrics that are computed using non-GAAP measures. We consider these metrics to be key financial measures that management uses in assessing our operating performance, capital adequacy and the level of returns generated. We believe these non-GAAP metrics provide useful insight to investors and users of our financial information as they provide an alternate measurement of our performance and assist in assessing our capital adequacy and the level of return generated. Five-Year Summary of Selected Financial Data (Dollars in millions, except per share data and as noted) Income statement Year Ended December 31, 2020 2019 2018 2017 2016 Change 2020 vs. 2019 2019 vs. 2018 Interest income . . . . . . . . . . . . . . . . . . . . . . . . $ 26,033 $ 28,513 $ 27,176 $ 25,222 $ 22,891 (9) % 5 % Interest expense . . . . . . . . . . . . . . . . . . . . . . . . 3,120 5,173 Net interest income . . . . . . . . . . . . . . . . . . . . . 22,913 23,340 Non-interest income . . . . . . . . . . . . . . . . . . . . 5,610 5,253 Total net revenue . . . . . . . . . . . . . . . . . . . . . . . 28,523 28,593 Provision for credit losses . . . . . . . . . . . . . . . . 10,264 6,236 Non-interest expense: Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . 1,610 2,274 Operating expense . . . . . . . . . . . . . . . . . . . 13,446 13,209 Total non-interest expense . . . . . . . . . . . . . . . 15,056 15,483 Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of tax Income (loss) from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends and undistributed earnings allocated to participating securities . . . . . . . . . Preferred stock dividends . . . . . . . . . . . . . . . . Issuance cost for redeemed preferred stock . . Net income available to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . 3,203 486 2,717 (3) 2,714 (20) (280) (39) 6,874 1,341 5,533 13 5,546 (41) (282) (31) 4,301 22,875 5,201 28,076 5,856 2,174 12,728 14,902 7,318 1,293 6,025 (10) 6,015 (40) (265) — 2,762 22,460 4,777 27,237 7,551 1,670 12,524 14,194 5,492 3,375 2,117 (135) 1,982 (13) (265) — 2,018 20,873 4,628 25,501 6,459 (40) (2) 7 — 65 1,811 (29) 11,747 13,558 5,484 1,714 3,770 (19) 3,751 (24) (214) — 2 (3) (53) (64) (51) ** (51) (51) (1) 26 20 2 1 2 6 5 4 4 (6) 4 (8) ** (8) 3 6 ** $ 2,375 $ 5,192 $ 5,710 $ 1,704 $ 3,513 (54) (9) 44 Capital One Financial Corporation (COF) 88.34 19.27 % 5.20 (0.01) 5.19 5.19 (0.01) 5.18 $ $ $ $ 2020 459.0 $ 1.00 131.16 $ 98.85 45,372 (Dollars in millions, except per share data and as noted) Common share statistics Basic earnings per common share: Net income from continuing operations . . . . . Income (loss) from discontinued operations . . Net income per basic common share . . . . . . . Diluted earnings per common share: Net income from continuing operations . . . . . Income (loss) from discontinued operations . . Net income per diluted common share . . . . . . Common shares outstanding (period-end, in millions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends declared and paid per common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Book value per common share (period-end) . . Tangible book value per common share (period-end)(1) . . . . . . . . . . . . . . . . . . . . . . . . . Common dividend payout ratio(2) . . . . . . . . . . Stock price per common share (period end) . . Total market capitalization (period-end) . . . . Balance sheet (average balances) Loans held for investment . . . . . . . . . . . . . . . . $ 253,335 378,362 Interest-earning assets . . . . . . . . . . . . . . . . . . . 411,187 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . 263,279 Interest-bearing deposits . . . . . . . . . . . . . . . . . 290,835 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . 46,588 Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . 52,954 Common equity . . . . . . . . . . . . . . . . . . . . . . . . 58,201 Total stockholders’ equity . . . . . . . . . . . . . . . . Selected performance metrics Purchase volume . . . . . . . . . . . . . . . . . . . . . . . Total net revenue margin(3) . . . . . . . . . . . . . . . Net interest margin . . . . . . . . . . . . . . . . . . . . . Return on average assets(4) . . . . . . . . . . . . . . . Return on average tangible assets(5) . . . . . . . . Return on average common equity(6) . . . . . . . Return on average tangible common equity(7) Equity-to-assets ratio(8) . . . . . . . . . . . . . . . . . . Non-interest expense as a percentage of average loans held for investment . . . . . . . . . . Efficiency ratio(9) . . . . . . . . . . . . . . . . . . . . . . . Operating efficiency ratio(10) . . . . . . . . . . . . . . Effective income tax rate from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15.2 Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . $ 5,225 Net charge-off rate . . . . . . . . . . . . . . . . . . . . . 5.94 52.79 47.14 $ 414,312 7.54 % 6.06 0.66 0.69 4.49 6.24 14.15 Year Ended December 31, 2019 2018 2017 2016 Change 2020 vs. 2019 2019 vs. 2018 $ 11.07 0.03 $ 11.10 $ 11.92 (0.02) $ 11.90 $ 11.02 0.03 $ 11.05 $ 11.84 (0.02) $ 11.82 $ $ $ $ 3.80 (0.28) 3.52 3.76 (0.27) 3.49 456.6 467.7 485.5 $ 1.60 127.05 $ 1.60 110.47 $ 1.60 100.37 $ $ $ $ $ 7.00 (0.04) 6.96 6.93 (0.04) 6.89 (53) % ** (53) (53) % ** (53) (7) % ** (7) (7) % ** (7) 480.2 1 (2) 1.60 98.95 (38) 3 83.72 14.41 % 69.20 13.45 % 60.28 45.45 % 57.76 22.99 % $ 102.91 46,989 $ 75.59 35,353 $ 99.58 48,346 $ 87.24 41,893 $ 247,450 341,510 374,924 231,609 255,065 50,965 50,960 55,690 $ 242,118 332,738 363,036 221,760 247,117 53,144 45,831 50,192 $ 245,565 322,330 354,924 213,949 239,882 53,659 45,170 49,530 $ 233,272 307,796 339,974 198,304 223,714 56,878 45,162 48,753 $ 424,765 $ 387,102 $ 336,440 $ 307,138 6 5 (4) (3) 2 % 11 10 14 14 (9) 4 5 8.37 % 6.83 1.48 1.54 10.16 14.37 14.85 6.26 54.15 46.20 8.44 % 6.87 1.66 1.73 12.48 18.56 13.83 6.15 53.08 45.33 8.45 % 6.97 0.60 0.62 4.07 6.16 13.96 5.78 52.11 45.98 8.29 % (83) bps 6.78 1.11 1.16 7.82 11.93 14.34 (2) % 10 % (7) bps (4) (18) (19) (6) % (232) (419) (8) 102 (70) bps (77) (82) (85) 5.81 53.17 46.06 (32) (136) 94 11 107 87 — 15 21 1 36 33 2 % 3 3 4 3 (4) 11 11 19.5 $ 6,252 17.7 $ 6,112 61.5 $ 6,562 31.3 $ 5,062 (4) % 180 (16) 2.06 % 2.53 % 2.52 % 2.67 % 2.17 % (47) bps 2 % 1 bps 45 Capital One Financial Corporation (COF) 2020 (Dollars in millions, except as noted) Balance sheet (period-end) Loans held for investment . . . . . . . . . . . . . . $ 251,624 388,917 Interest-earning assets . . . . . . . . . . . . . . . . . 421,602 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . 274,300 Interest-bearing deposits . . . . . . . . . . . . . . . 305,442 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . 40,539 Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . 55,356 Common equity . . . . . . . . . . . . . . . . . . . . . . 60,204 Total stockholders’ equity . . . . . . . . . . . . . . Credit quality metrics Allowance for credit losses . . . . . . . . . . . . . Allowance as a percentage of loans held for investment (“allowance coverage ratio”) . . . 30+ day performing delinquency rate . . . . . 30+ day delinquency rate . . . . . . . . . . . . . . . Capital ratios Common equity Tier 1 capital(11) . . . . . . . . . Tier 1 capital(11) . . . . . . . . . . . . . . . . . . . . . . Total capital(11) . . . . . . . . . . . . . . . . . . . . . . . Tier 1 leverage(11) . . . . . . . . . . . . . . . . . . . . . Tangible common equity(12) . . . . . . . . . . . . . Supplementary leverage(11) . . . . . . . . . . . . . Other Employees (period end, in thousands) . . . . . __________ (1) $ 15,564 52.0 6.19 % 2.41 2.61 13.7 % 15.3 17.7 11.2 10.0 10.7 December 31, 2019 2018 2017 2016 $ 265,809 355,202 390,365 239,209 262,697 55,697 53,157 58,011 $ 245,899 341,293 372,538 226,281 249,764 58,905 47,307 51,668 $ 254,473 334,124 365,693 217,298 243,702 60,281 44,370 48,730 $ 245,586 321,807 357,033 211,266 236,768 60,460 43,154 47,514 Change 2020 vs. 2019 2019 vs. 2018 (5) % 9 8 15 16 (27) 4 4 8 % 4 5 6 5 (5) 12 12 $ 7,208 $ 7,220 $ 7,502 $ 6,503 116 % — 2.71 % 3.51 3.74 12.2 % 13.7 16.1 11.7 10.2 9.9 2.94 % 3.62 3.84 11.2 % 12.7 15.1 10.7 9.1 9.0 2.95 % 3.23 3.48 10.3 % 11.8 14.4 9.9 8.3 8.4 2.65 % 348 bps 2.93 3.27 (110) (113) (23) bps (11) (10) 10.1 % 150 bps 11.6 14.3 9.9 8.1 8.6 160 160 (50) (20) 80 100 bps 100 100 100 110 90 51.9 47.6 49.3 47.3 — 9 % Tangible book value per common share is a non-GAAP measure calculated based on tangible common equity divided by common shares outstanding. See “MD&A—Table F —Reconciliation of Non-GAAP Measures” for additional information on non-GAAP measures. (2) (3) (4) (5) (6) (7) (8) Common dividend payout ratio is calculated based on dividends per common share for the period divided by basic earnings per common share for the period. Total net revenue margin is calculated based on total net revenue for the period divided by average interest-earning assets for the period. Return on average assets is calculated based on income from continuing operations, net of tax, for the period divided by average total assets for the period. Return on average tangible assets is a non-GAAP measure calculated based on income from continuing operations, net of tax, for the period divided by average tangible assets for the period. See “MD&A—Table F—Reconciliation of Non-GAAP Measures” for additional information on non-GAAP measures. Return on average common equity is calculated based on net income available to common stockholders less income (loss) from discontinued operations, net of tax, for the period, divided by average common equity. Our calculation of return on average common equity may not be comparable to similarly- titled measures reported by other companies. Return on average tangible common equity (“TCE”) is a non-GAAP measure calculated based on net income available to common stockholders less income (loss) from discontinued operations, net of tax, for the period, divided by average tangible common equity. Our calculation of return on average TCE may not be comparable to similarly-titled measures reported by other companies. See “MD&A—Table F—Reconciliation of Non-GAAP Measures” for additional information on non-GAAP measures. Equity-to-assets ratio is calculated based on average stockholders’ equity for the period divided by average total assets for the period. (9) Efficiency ratio is calculated based on total non-interest expense for the period divided by total net revenue for the period. (10) Operating efficiency ratio is calculated based on operating expense for the period divided by total net revenue for the period. (11) Capital ratios are calculated based on the Basel III Standardized Approach framework, see “MD&A—Capital Management” for additional information. (12) Tangible common equity ratio is a non-GAAP measure calculated based on TCE divided by tangible assets. See “MD&A—Table F—Reconciliation of Non-GAAP Measures” for the calculation of this measure and reconciliation to the comparative U.S. GAAP measure. ** Not meaningful 46 Capital One Financial Corporation (COF) Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) This discussion contains forward-looking statements that are based upon management’s current expectations and are subject to significant uncertainties and changes in circumstances. Please review “Part I—Item 1. Business—Forward-Looking Statements” for more information on the forward-looking statements in this 2020 Annual Report on Form 10-K (“this Report”). All statements that address operating performance, events or developments that we expect or anticipate will occur in the future, including those relating to operating results and the Cybersecurity Incident described in “Part I—Item 1.—Business— Overview—Cybersecurity Incident” and “Note 18—Commitments, Contingencies, Guarantees and Others” as well as the potential impacts of the COVID-19 pandemic described in “Part I—Item 1.—Business—Overview—Coronavirus Disease 2019 (COVID-19) Pandemic” are forward-looking statements. Our actual results may differ materially from those included in these forward-looking statements due to a variety of factors including, but not limited to, those described in “Part I—Item 1A. Risk Factors” 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, 2020 included in this Report. Management monitors a variety of key indicators to evaluate our business results and financial condition. The following MD&A is intended to provide the reader with an understanding of our results of operations, financial condition and liquidity by focusing on changes from year to year in certain key measures used by management to evaluate performance, such as profitability, growth and credit quality metrics. 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, 2020 and accompanying notes. MD&A is organized in the following sections: • Executive Summary and Business Outlook • Consolidated Results of Operations • Consolidated Balance Sheets Analysis • Off-Balance Sheet Arrangements • Business Segment Financial Performance • Critical Accounting Policies and Estimates • Capital Management • Risk Management • Credit Risk Profile • Liquidity Risk Profile • Market Risk Profile • Supplemental Tables • Accounting Changes and Developments • Glossary and Acronyms 47 Capital One Financial Corporation (COF) EXECUTIVE SUMMARY AND BUSINESS OUTLOOK Financial Highlights We reported net income of $2.7 billion ($5.18 per diluted common share) on total net revenue of $28.5 billion for 2020. In comparison, we reported net income of $5.5 billion ($11.05 per diluted common share) on total net revenue of $28.6 billion for 2019, and net income of $6.0 billion ($11.82 per diluted common share) on total net revenue of $28.1 billion for 2018. Our common equity Tier 1 capital ratio as calculated under the Basel III Standardized Approach was 13.7% and 12.2% as of December 31, 2020 and 2019, respectively. See “MD&A—Capital Management” for additional information. On June 27, 2019, we announced that our Board of Directors authorized the repurchase of up to $2.2 billion of shares of our common stock (“2019 Stock Repurchase Program”) beginning in the third quarter of 2019 through the end of the second quarter of 2020. During the first quarter of 2020, we repurchased approximately $312 million of shares of our common stock under the 2019 Stock Repurchase Program before suspending further repurchases on March 13, 2020 in response to the COVID-19 pandemic through the program's expiration at the end of the second quarter of 2020. On January 25, 2021, our Board of Directors authorized the repurchase of up to $7.5 billion of shares of our common stock. See “MD&A—Capital Management— Dividend Policy and Stock Purchases” for additional information. Below are additional highlights of our performance in 2020. These highlights are based on a comparison between the results of 2020 and 2019, except as otherwise noted. The changes in our financial condition and credit performance are generally based on our financial condition and credit performance as of December 31, 2020 compared to December 31, 2019. We provide a more detailed discussion of our financial performance in the sections following this “Executive Summary and Business Outlook.” Discussions of our performance in 2018 and comparisons between 2019 and 2018 can be found in “Part II—Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”)” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Total Company Performance • Earnings: Our net income decreased by $2.8 billion to $2.7 billion in 2020 compared to 2019 primarily driven by: ◦ ◦ ◦ higher provision for credit losses driven by allowance builds in the first and second quarters of 2020 due to expectations of economic worsening as a result of the COVID-19 pandemic; lower net interest income due to lower yields on average earning assets and lower outstanding balances in Domestic Card, as well as higher interest-bearing deposit balances, partially offset by the lower interest rate paid on interest-bearing liabilities; and higher operating expenses driven by an increase in salaries and associate benefits due to continued investment in technology and legal reserve builds. These drivers were partially offset by: ◦ ◦ lower marketing expense driven by our decision to decrease marketing spend due to the economic environment created by the COVID-19 pandemic higher non-interest income due to an unrealized valuation gain of $535 million on our equity investment in Snowflake Inc. • Loans Held for Investment: ◦ Period-end loans held for investment decreased by $14.2 billion to $251.6 billion as of December 31, 2020 from December 31, 2019 primarily due to a decline in purchase volume and higher payment rates in Domestic Card driven by the customer response to the COVID-19 pandemic and our decision to decrease marketing spend due to the economic environment, partially offset by growth in our auto and commercial loan portfolios. 48 Capital One Financial Corporation (COF) ◦ Average loans held for investment increased by $5.9 billion to $253.3 billion in 2020 compared to 2019 primarily driven by growth in our auto and commercial loan portfolios and the Walmart portfolio acquired during the fourth quarter of 2019, partially offset by a decline in purchase volume and higher payments in Domestic Card. • • Net Charge-Off and Delinquency Metrics: Our net charge-off rate decreased by 47 basis points to 2.06% in 2020 compared to 2019, primarily driven by strong credit performance in Domestic Card due to consumer payment behavior and the related impacts from government stimulus and the impact of short-term payment extensions offered to affected auto borrowers in response to the COVID-19 pandemic. Our 30+ day delinquency rate decreased by 113 basis points to 2.61% as of December 31, 2020 from December 31, 2019 driven by strong credit performance in Domestic Card due to consumer payment behavior and the related impact from government stimulus, and short-term payment extensions offered to affected auto borrowers in response to the COVID-19 pandemic. Allowance for Credit Losses: Our allowance for credit losses increased by $8.4 billion to $15.6 billion, and our allowance coverage ratio increased by 348 basis points to 6.19% as of December 31, 2020 from December 31, 2019, driven by the allowance builds in the first and second quarters of 2020 from expectations of economic worsening as a result of the COVID-19 pandemic as well as the adoption of the CECL standard in the first quarter of 2020. Business Outlook We discuss in this Report our expectations as of the time this Report was filed regarding our total company performance and the performance of our business segments based on market conditions, the regulatory environment and our business strategies. The statements contained in this Report are based on our current expectations regarding our outlook for our financial results and business strategies. Our expectations take into account, and should be read in conjunction with, our expectations regarding economic trends and analysis of our business as discussed in “Part I—Item 1. Business” and “Part II—Item 7. MD&A” in this Report. Certain statements are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those in our forward-looking statements. Except as otherwise disclosed, forward-looking statements do not reflect: • • • • any change in current dividend or repurchase strategies; the effect of any acquisitions, divestitures or similar transactions that have not been previously disclosed; any changes in laws, regulations or regulatory interpretations, in each case after the date as of which such statements are made; or the potential impact on our business, operations and reputation from, and expenses and uncertainties associated with, the Cybersecurity Incident, other than the incremental costs related to the incident we expect to incur in 2021 which will be separately reported as an adjusting item as it relates to the Company’s financial results. The extent to which the COVID-19 pandemic ultimately impacts our business, results of operations, and financial condition will depend on future developments that are still uncertain and cannot be predicted, including the scope and duration of the COVID-19 pandemic and actions taken by governmental authorities and other third parties in response to the COVID-19 pandemic. See “MD&A—Forward-Looking Statements” in this Report for more information on the forward-looking statements and “Part I—Item 1A. Risk Factors” in this Report for factors that could materially influence our results. Business Segment Expectations We expect that the Auto 30+ day delinquency rate and net charge-off rate will increase as used car auction prices decrease from elevated levels and the temporary favorable impact of our COVID-19 customer assistance program diminishes. 49 Capital One Financial Corporation (COF) CONSOLIDATED RESULTS OF OPERATIONS The section below provides a comparative discussion of our consolidated financial performance for 2020 and 2019. We provide a discussion of our business segment results in the following section, “MD&A—Business Segment Financial Performance.” This section should be read together with our “MD&A—Executive Summary and Business Outlook,” where we discuss trends and other factors that we expect will affect our future results of operations. Net Interest Income Net interest income represents the difference between interest income, including certain fees, earned on our interest-earning assets and the interest expense incurred on our interest-bearing liabilities. Our interest-earning assets include loans, investment securities and other interest-earning assets, while our interest-bearing liabilities include interest-bearing deposits, securitized debt obligations, senior and subordinated notes, other borrowings and other interest-bearing liabilities. Generally, we include in interest income any past due fees on loans that we deem collectible. Our net interest margin, based on our consolidated results, represents the difference between the yield on our interest-earning assets and the cost of our interest-bearing liabilities, including the notional impact of non-interest-bearing funding. We expect net interest income and our net interest margin to fluctuate based on changes in interest rates and changes in the amount and composition of our interest-earning assets and interest-bearing liabilities. 50 Capital One Financial Corporation (COF) Table 1 below presents the average outstanding balance, interest income earned, interest expense incurred and average yield for 2020, 2019 and 2018 for each major category of our interest-earning assets and interest-bearing liabilities. Nonperforming loans are included in the average loan balances below. Table 1: Average Balances, Net Interest Income and Net Interest Margin Year Ended December 31, 2020 Interest Income/ Expense Average Balance Average Yield/ Rate Average Balance 2019 Interest Income/ Expense Average Yield/ Rate Average Balance 2018 Interest Income/ Expense Average Yield/ Rate (Dollars in millions) Assets: Interest-earning assets: Loans:(1) Credit card . . . . . . . . . . . . . . . . . . . . . . $ 110,634 $ 15,575 14.08 % $ 114,256 $ 17,688 15.48 % $ 109,820 $ 16,948 15.43 % Consumer banking . . . . . . . . . . . . . . . . Commercial banking(2) . . . . . . . . . . . . . Other(3) . . . . . . . . . . . . . . . . . . . . . . . . . Total loans, including loans held for sale . . 66,299 77,968 — 5,551 2,438 510 254,901 24,074 Investment securities . . . . . . . . . . . . . . . . . 87,222 1,877 Cash equivalents and other interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36,239 82 Total interest-earning assets . . . . . . . . . . . . 378,362 26,033 8.37 3.13 ** 9.44 2.15 0.23 6.88 60,708 73,572 5,082 3,306 8.37 4.49 65,146 68,221 4,904 3,033 7.53 4.45 16 (214) ** 184 (157) ** 248,552 25,862 10.41 243,371 24,728 10.16 81,467 2,411 2.96 79,224 2,211 2.79 11,491 240 341,510 28,513 2.08 8.35 10,143 237 332,738 27,176 2.33 8.17 Cash and due from banks . . . . . . . . . . . . . . 4,839 Allowance for credit losses . . . . . . . . . . . . (14,382) Premises and equipment, net . . . . . . . . . . . 4,334 Other assets . . . . . . . . . . . . . . . . . . . . . . . . 38,034 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . $ 411,187 Liabilities and stockholders’ equity: Interest-bearing liabilities: 4,300 (7,176) 4,289 32,001 $ 374,924 3,877 (7,404) 4,163 29,662 $ 363,036 Interest-bearing deposits . . . . . . . . . . . . $ 263,279 $ 2,165 0.82 % $ 231,609 $ 3,420 1.48 % $ 221,760 $ 2,598 1.17 % Securitized debt obligations . . . . . . . . . 15,533 Senior and subordinated notes . . . . . . . 29,621 Other borrowings and liabilities . . . . . . 2,882 232 679 44 Total interest-bearing liabilities . . . . . . . . . 311,315 3,120 1.49 2.29 1.55 1.00 Non-interest-bearing deposits . . . . . . . . . . 27,556 Other liabilities . . . . . . . . . . . . . . . . . . . . . . 14,115 Total liabilities . . . . . . . . . . . . . . . . . . . . . . 352,986 Stockholders’ equity . . . . . . . . . . . . . . . . . . 58,201 Total liabilities and stockholders’ equity . . $ 411,187 Net interest income/spread . . . . . . . . . . . . . . . . . . . . . . . $ 22,913 Impact of non-interest-bearing funding . . . . . . . . . . . . . . . . . . . . . . . Net interest margin . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) 496 1,125 82 4,301 2.61 3.60 2.04 1.56 18,020 30,821 3,369 283,819 23,456 11,959 319,234 55,690 $ 374,924 523 1,159 71 5,173 2.90 3.76 2.12 1.82 19,014 31,295 4,028 276,097 25,357 11,390 312,844 50,192 $ 363,036 5.88 0.18 6.06 % $ 23,340 6.53 0.30 6.83 % $ 22,875 6.61 0.26 6.87 % Past due fees included in interest income totaled approximately $1.3 billion for 2020 and $1.7 billion for 2019 and 2018. (2) (3) Some of our commercial loans generate tax-exempt income. Accordingly, we present our Commercial Banking interest income and yields on a taxable- equivalent basis, calculated using the federal statutory rate (21% for all periods presented) and state taxes where applicable, with offsetting reductions to the Other category. Taxable-equivalent adjustments included in the interest income and yield computations for our commercial loans totaled approximately $81 million for 2020 and $82 million for 2019 and 2018, with corresponding reductions to the Other category. Interest income/expense of Other represents the impact of hedge accounting on our loan portfolios and the offsetting reduction of the taxable-equivalent adjustments of our commercial loans as described above. ** Not meaningful. 51 Capital One Financial Corporation (COF) Net interest income decreased by $427 million to $22.9 billion in 2020 compared to 2019 primarily driven by lower yields on average earning assets and lower outstanding balances in Domestic Card, as well as higher interest-bearing deposit balances, partially offset by the lower interest rate paid on interest-bearing liabilities. Net interest margin decreased by 77 basis points to 6.06% in 2020 compared to 2019 primarily driven by a shift in our asset mix with cash balances representing a greater proportion of total average interest-earning assets, and lower interest rates received on interest-earning assets, partially offset by the lower interest rate paid on interest-bearing deposits. Table 2 displays the change in our net interest income between periods and the extent to which the variance is attributable to: • • changes in the volume of our interest-earning assets and interest-bearing liabilities; or changes in the interest rates related to these assets and liabilities. Table 2: Rate/Volume Analysis of Net Interest Income(1) (Dollars in millions) Interest income: Loans: 2020 vs. 2019 2019 vs. 2018 Total Variance Volume Rate Total Variance Volume Rate Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (2,113) $ (547) $ (1,566) $ 740 $ 687 $ Consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial banking(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans, including loans held for sale . . . . . . . . . . . . . . . . . . . . . Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash equivalents and other interest-earning assets . . . . . . . . . . . . . . 469 (868) 724 (1,788) (534) (158) Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,480) 468 137 — 58 124 56 238 1 (1,005) 724 178 273 (57) (1,846) 1,134 (658) (214) 200 3 (2,718) 1,337 Interest expense: Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,255) 259 (1,514) Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . Other borrowings and liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . (291) (480) (27) (63) (43) (9) (228) (437) (18) Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,053) 144 (2,197) 822 27 34 (11) 872 (334) 240 50 643 64 28 735 120 (26) (17) (14) 63 53 512 33 (107) 491 136 (25) 602 702 53 51 3 809 Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (427) $ 94 $ (521) $ 465 $ 672 $ (207) __________ (1) We calculate the change in interest income and interest expense separately for each item. The portion of interest income or interest expense attributable to both volume and rate is allocated proportionately when the calculation results in a positive value. When the portion of interest income or interest expense attributable to both volume and rate results in a negative value, the total amount is allocated to volume or rate, depending on which amount is positive. (2) (3) Some of our commercial loans generate tax-exempt income. Accordingly, we present our Commercial Banking interest income and yields on a taxable- equivalent basis, calculated using the federal statutory rate (21% for all periods presented) and state taxes where applicable, with offsetting reductions to the Other category. Interest income/expense of Other represents the impact of hedge accounting on our loan portfolios and the offsetting reduction of the taxable-equivalent adjustments of our commercial loans as described above. 52 Capital One Financial Corporation (COF) Non-Interest Income Table 3 displays the components of non-interest income for 2020, 2019 and 2018. Table 3: Non-Interest Income (Dollars in millions) Year Ended December 31, 2020 2019 2018 Interchange fees, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Service charges and other customer-related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-interest income:(1) Mortgage banking revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury and other investment income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,017 $ 1,243 25 249 701 375 1,325 3,179 $ 1,330 26 165 193 360 718 Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,610 $ 5,253 $ 2,823 1,585 (209) 661 49 292 1,002 5,201 ________ (1) Includes gains of $45 million, $61 million and losses of $15 million on deferred compensation plan investments in 2020, 2019 and 2018, respectively. Non-interest income increased by $357 million to $5.6 billion in 2020 compared to 2019 primarily driven by a gain of $535 million on our equity investment in Snowflake Inc., partially offset by lower net interchange fees from a decline in purchase volume. Provision for Credit Losses Our provision for credit losses in each period is driven by changes to the allowance for credit losses including the impact of net charge-offs and changes to the reserve for unfunded lending commitments. Beginning in the first quarter of 2020, our allowance for credit losses and reserve for unfunded lending commitments are measured under the CECL standard. We recorded a provision for credit losses of $10.3 billion, $6.2 billion and $5.9 billion in 2020, 2019 and 2018, respectively. The provision for credit losses as a percentage of net interest income was 44.8%, 26.7% and 25.6% in 2020, 2019 and 2018, respectively. Our provision for credit losses increased by $4.0 billion to $10.3 billion in 2020 compared to 2019 primarily driven by allowance builds in the first and second quarters of 2020 due to expectations of economic worsening as a result of the COVID-19 pandemic. We provide additional information on the provision for credit losses and changes in the allowance for credit losses within “MD&A—Credit Risk Profile” and “Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments.” For information on the allowance methodology for each of our loan categories, see “Note 1—Summary of Significant Accounting Policies.” 53 Capital One Financial Corporation (COF) Non-Interest Expense Table 4 displays the components of non-interest expense for 2020, 2019 and 2018. Table 4: Non-Interest Expense (Dollars in millions) Salaries and associate benefits(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Communications and data processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other non-interest expense: Bankcard, regulatory and other fee assessments . . . . . . . . . . . . . . . . . . . . . . . . . . . Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fraud losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2020 2019 2018 $ 6,805 $ 6,388 $ 2,118 1,610 1,312 1,215 60 267 323 261 1,085 1,936 2,098 2,274 1,237 1,290 112 362 400 383 939 2,084 5,727 2,118 2,174 1,145 1,260 174 490 413 364 1,037 2,304 Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,056 $ 15,483 $ 14,902 _________ (1) Includes expenses of $45 million, $61 million and a benefit of $15 million related to our deferred compensation plan in 2020, 2019, and 2018, respectively. These amounts have corresponding offsets in other non-interest income. (2) Includes legal reserve builds of $313 million and net Cybersecurity Incident expenses of $27 million in 2020. Non-interest expense decreased by $427 million to $15.1 billion in 2020 compared to 2019 primarily driven by lower marketing expense, partly offset by increases in salaries and associate benefits due to continued investment in technology. Income Taxes We recorded income tax provisions of $486 million (15.2% effective income tax rate), $1.3 billion (19.5% effective income tax rate) and $1.3 billion (17.7% effective income tax rate) in 2020, 2019 and 2018, respectively. Our effective tax rate on income from continuing operations varies between periods due, in part, to the impact of changes in pre-tax income and changes in tax credits, tax-exempt income and non-deductible expenses relative to our pre-tax earnings. We recorded discrete tax benefits of $22 million in 2020, $19 million in 2019 and $318 million in 2018 primarily driven by a benefit of $284 million related to a tax methodology change on rewards costs. The decrease in our effective tax rate in 2020 compared to 2019 was primarily due to a decrease in our pre-tax earnings and the proportional impact of credits from tax advantaged investments. We provide additional information on items affecting our income taxes and effective tax rate in “Note 15—Income Taxes.” 54 Capital One Financial Corporation (COF) CONSOLIDATED BALANCE SHEETS ANALYSIS Total assets increased by $31.2 billion to $421.6 billion as of December 31, 2020 from December 31, 2019 primarily driven by an increase in our cash balances from deposit growth due to increased consumer savings aided by the impact of government stimulus as well as growth in our investment securities portfolio due to our elevated cash position, partially offset by a decline in loan balances. Total liabilities increased by $29.0 billion to $361.4 billion as of December 31, 2020 from December 31, 2019 primarily driven by deposit growth from increased consumer savings aided by the impact of government stimulus. Stockholders’ equity increased by $2.2 billion to $60.2 billion as of December 31, 2020 from December 31, 2019 primarily due to our net income of $2.7 billion and changes in accumulated other comprehensive income of $2.3 billion from investment valuation gains, partially offset by the cumulative effect from the adoption of the CECL standard and dividend payments to our stockholders. The following is a discussion of material changes in the major components of our assets and liabilities during 2020. Period-end balance sheet amounts may vary from average balance sheet amounts due to liquidity and balance sheet management activities that are intended to support the adequacy of capital while managing our liquidity requirements, our customers and our market risk exposure in accordance with our risk appetite. Investment Securities Our investment securities portfolio consists of the following: U.S. government-sponsored enterprise or agency (“Agency”) and non-agency residential mortgage-backed securities (“RMBS”), Agency commercial mortgage-backed securities (“CMBS”), U.S. Treasury securities and other securities. Agency securities include Government National Mortgage Association (“Ginnie Mae”) guaranteed securities, Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) issued securities. The carrying value of our investments in Agency and U.S. Treasury securities represented 96% of our total investment securities portfolio, as of both December 31, 2020 and 2019. The fair value of our available for sale securities portfolio increased by $21.2 billion to $100.4 billion as of December 31, 2020 from December 31, 2019, primarily driven by net purchases. See “Note 2—Investment Securities” for more information. Table 5 presents the amortized cost and fair value for the major security types in our available for sale securities portfolio as of December 31, 2020, 2019 and 2018. Table 5: Investment Securities (Dollars in millions) Investment securities available for sale: 2020 December 31, 2019 2018 Amortized Cost Fair Value Amortized Cost Fair Value Amortized Cost Fair Value U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . $ 9,302 $ 9,318 $ 4,122 $ 4,124 $ 6,146 $ 6,144 RMBS: Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities available for sale . . . . . . . 73,248 1,035 74,283 11,298 2,686 75,466 1,237 76,703 11,735 2,689 62,003 1,235 63,238 9,303 1,321 62,839 1,499 64,338 9,426 1,325 32,710 1,440 34,150 4,806 1,626 31,903 1,742 33,645 4,739 1,622 $ 97,569 $ 100,445 $ 77,984 $ 79,213 $ 46,728 $ 46,150 __________ (1) Includes $1.8 billion, $117 million and $260 million of asset-backed securities as of December 31, 2020, 2019 and 2018, respectively. The remaining amount is primarily comprised of supranational bonds and foreign government bonds. 55 Capital One Financial Corporation (COF) Loans Held for Investment Total loans held for investment consist of both unsecuritized loans and loans held in our consolidated trusts. Table 6 summarizes the carrying value of our loans held for investment by portfolio segment, the allowance for credit losses and net loan balance as of December 31, 2020 and 2019. Table 6: Loans Held for Investment (Dollars in millions) Credit Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2020 December 31, 2019 Loans Loans Allowance Net Loans Allowance Net Loans $ 106,956 $ 11,191 $ 95,765 $ 128,236 $ 5,395 $ 122,841 68,888 62,027 75,780 73,733 $ 251,624 $ 15,564 $ 236,060 $ 265,809 $ 7,208 $ 258,601 63,065 74,508 66,173 74,122 2,715 1,658 1,038 775 Loans held for investment decreased by $14.2 billion to $251.6 billion as of December 31, 2020 from December 31, 2019 primarily due to a decline in purchase volume and higher payment rates in Domestic Card driven by the customer response to the COVID-19 pandemic and our decision to decrease marketing spend due to the economic environment, partially offset by growth in our auto and commercial loan portfolios. We provide additional information on the composition of our loan portfolio and credit quality below in “MD&A—Credit Risk Profile,” “MD&A—Consolidated Results of Operations” and “Note 3—Loans.” Funding Sources Our primary source of funding comes from deposits, as they are a stable and relatively low cost source of funding. In addition to deposits, we raise funding through the issuance of senior and subordinated notes, securitized debt obligations, federal funds purchased, securities loaned or sold under agreements to repurchase, and Federal Home Loan Banks (“FHLB”) advances secured by certain portions of our loan and securities portfolios. Table 7 provides the composition of our primary sources of funding as of December 31, 2020 and 2019. Table 7: Funding Sources Composition (Dollars in millions) Deposits: December 31, 2020 December 31, 2019 Amount % of Total Amount % of Total Consumer Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 249,815 72 % $ 213,099 67 % Commercial Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39,590 16,037 305,442 12,414 28,125 11 5 88 4 8 32,134 17,464 262,697 17,808 37,889 10 5 82 6 12 Total funding sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) Includes brokered deposits of $15.0 billion and $16.7 billion as of December 31, 2020 and 2019, respectively. $ 345,981 100 % $ 318,394 100 % Total deposits increased by $42.7 billion to $305.4 billion as of December 31, 2020 from December 31, 2019 primarily driven by deposit growth from increased consumer savings aided by the impact of government stimulus. Securitized debt obligations decreased by $5.4 billion to $12.4 billion as of December 31, 2020 from December 31, 2019 primarily driven by net maturities in our credit card securitization program. 56 Capital One Financial Corporation (COF) Other debt decreased by $9.8 billion to $28.1 billion as of December 31, 2020 from December 31, 2019 primarily driven by maturities of our short-term FHLB advances and the repurchase of a portion of our senior unsecured debt. We provide additional information on our funding sources in “MD&A—Liquidity Risk Profile” and “Note 8—Deposits and Borrowings.” Deferred Tax Assets and Liabilities Deferred tax assets and liabilities represent decreases or increases in taxes expected to be paid in the future because of future reversals of temporary differences between the financial reporting and tax bases of assets and liabilities, as well as from net operating loss and tax credit carryforwards. Deferred tax assets are recognized subject to management’s judgment that these future deductions are more likely than not to be realized. We evaluate the recoverability of these future tax deductions by assessing the adequacy of expected taxable income from all sources, including taxable income in carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of income rely heavily on estimates. We use our historical experience and our short and long-range business forecasts to provide insight. Deferred tax assets, net of deferred tax liabilities and valuation allowances, were approximately $3.3 billion as of December 31, 2020, an increase of $1.6 billion from December 31, 2019. The increase in our net deferred tax assets was primarily driven by the increase in the allowance for credit losses due to expectations of economic worsening as a result of the COVID-19 pandemic as well as the adoption of the CECL standard in the first quarter of 2020. We recorded valuation allowances of $296 million and $223 million as of December 31, 2020 and 2019, respectively. If changes in circumstances lead us to change our judgment about our ability to realize deferred tax assets in future years, we will adjust our valuation allowances in the period that our change in judgment occurs and record a corresponding increase or charge to income. We provide additional information on income taxes in “MD&A—Consolidated Results of Operations” and “Note 15—Income Taxes.” OFF-BALANCE SHEET ARRANGEMENTS In the ordinary course of business, we engage in certain activities that are not reflected on our consolidated balance sheets, generally referred to as off-balance sheet arrangements. These activities typically involve transactions with unconsolidated variable interest entities (“VIEs”) as well as other arrangements, such as letters of credit, loan commitments and guarantees, to meet the financing needs of our customers and support their ongoing operations. We provide additional information regarding these types of activities in “Note 5—Variable Interest Entities and Securitizations” and “Note 18—Commitments, Contingencies, Guarantees and Others.” BUSINESS SEGMENT FINANCIAL PERFORMANCE Our principal operations are organized for management reporting purposes into three major business segments, which are defined primarily based on the products and services provided or the types of customer served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into or managed as a part of our existing business segments. Certain activities are not part of a segment, such as management of our corporate investment portfolio, asset/liability management by our centralized Corporate Treasury group and calculation of our residual tax expense or benefit to arrive at the consolidated effective tax rate that is not assessed to our primary business segments, are included in the Other category. The results of our individual businesses, which we report on a continuing operations basis, reflect the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources. We may periodically change our business segments or reclassify business segment results based on modifications to our management reporting methodologies and changes in organizational alignment. Our business segment results are intended to reflect each segment as if it were a stand-alone business. We use an internal management and reporting process to derive our business segment results. Our internal management and reporting process employs various allocation methodologies, including funds transfer pricing, to assign certain balance sheet assets, deposits and other liabilities and their related revenue and expenses directly or indirectly attributable to each business segment. Total interest income and non-interest income are directly attributable to the segment in which they are reported. The net interest income of each segment reflects the results of our funds 57 Capital One Financial Corporation (COF) transfer pricing process, which is primarily based on a matched funding concept that takes into consideration market interest rates. Our funds transfer pricing process provides a funds credit for sources of funds, such as deposits generated by our Consumer Banking and Commercial Banking businesses, and a charge for the use of funds by each segment. The allocation process is unique to each business segment and acquired business. We regularly assess the assumptions, methodologies and reporting classifications used for segment reporting, which may result in the implementation of refinements or changes in future periods. We refer to the business segment results derived from our internal management accounting and reporting process as our “managed” presentation, which differs in some cases from our reported results prepared based on U.S. GAAP. There is no comprehensive authoritative body of guidance for management accounting equivalent to U.S. GAAP; therefore, the managed presentation of our business segment results may not be comparable to similar information provided by other financial services companies. In addition, our individual business segment results should not be used as a substitute for comparable results determined in accordance with U.S. GAAP. We summarize our business segment results for the years ended December 31, 2020, 2019 and 2018 and provide a comparative discussion of these results for 2020 and 2019, as well as changes in our financial condition and credit performance metrics as of December 31, 2020 compared to December 31, 2019. We provide a reconciliation of our total business segment results to our reported consolidated results in “Note 17—Business Segments and Revenue from Contracts with Customers.” Business Segment Financial Performance Table 8 summarizes our business segment results, which we report based on revenue and income (loss) from continuing operations, for the years ended December 31, 2020, 2019 and 2018. We provide information on the allocation methodologies used to derive our business segment results in “Note 17—Business Segments and Revenue from Contracts with Customers.” Table 8: Business Segment Results 2020 Year Ended December 31, 2019 2018 Total Net Revenue(1) Net Income (Loss)(2) Total Net Revenue(1) Net Income (Loss)(2) Total Net Revenue(1) Net Income(2) (Dollars in millions) Credit Card . . . . . . . . . . Amount $ 17,599 % of Total Amount 62 % $ 1,361 Consumer Banking . . . . Commercial Banking(3) . Other(3) . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . 7,704 2,971 249 27 10 1 1,367 65 (76) % of Total Amount 50 % $ 18,349 51 7,375 2 (3) 2,814 55 % of Total Amount 64 % $ 3,127 % of Total 57 % $ 17,687 Amount % of Total Amount 63 % $ 3,191 % of Total 53 % 26 10 — 1,799 621 (14) 32 11 — 7,212 2,788 389 26 10 1 1,800 806 228 30 13 4 $ 28,523 100 % $ 2,717 100 % $ 28,593 100 % $ 5,533 100 % $ 28,076 100 % $ 6,025 100 % __________ (1) Total net revenue consists of net interest income and non-interest income. (2) (3) Net income (loss) for our business segments and the Other category is based on income (loss) from continuing operations, net of tax. Some of our commercial investments generate tax-exempt income, tax credits or other tax benefits. Accordingly, we present our Commercial Banking revenue and yields on a taxable-equivalent basis, calculated using the federal statutory tax rate of (21% for all periods presented) and state taxes where applicable, with offsetting reductions to the Other category. 58 Capital One Financial Corporation (COF) Credit Card Business The primary sources of revenue for our Credit Card business are net interest income, net interchange income and fees collected from customers. Expenses primarily consist of the provision for credit losses, operating costs and marketing expenses. Our Credit Card business generated net income from continuing operations of $1.4 billion, $3.1 billion and $3.2 billion in 2020, 2019 and 2018, respectively. Table 9 summarizes the financial results of our Credit Card business and displays selected key metrics for the periods indicated. Table 9: Credit Card Business Results (Dollars in millions, except as noted) Selected income statement data: Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of tax . . . . . . . . . . . . . . . Selected performance metrics: Average loans held for investment(2) . . . . . . . . . . . . . . . . . . . . . . . Average yield on loans(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue margin(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, Change 2020 2019 2018 2020 vs. 2019 2019 vs. 2018 $ 13,776 3,823 17,599 7,327 8,491 1,781 420 $ 14,461 3,888 18,349 4,992 9,271 4,086 959 $ 14,167 3,520 17,687 4,984 8,542 4,161 970 $ 1,361 $ 3,127 $ 3,191 (5) % (2) (4) 47 (8) (56) (56) (56) $ 110,082 $ 114,202 $ 109,820 14.08 % 15.91 4,270 3.88 % $ 15.49 % 16.07 5,149 4.51 % 15.43 % 16.11 $ 5,069 4.62 % $ $ 414,312 $ 424,765 $ 387,102 (4) (141) bps (16) (17) % (63) bps (2) % 2 % 10 4 — 9 (2) (1) (2) 4 6bps (4) 2 % (11) bps 10 % (Dollars in millions, except as noted) Selected period-end data: Loans held for investment(2)(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30+ day performing delinquency rate . . . . . . . . . . . . . . . . . . . . . . 30+ day delinquency rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming loan rate(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for credit losses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2020 December 31, 2019 Change $ 106,956 $ 128,236 2.44 % 2.45 0.02 $ 11,191 10.46 % $ 3.89 % 3.91 0.02 5,395 4.21 % (17) % (145) bps (146) — 107 % 625 bps __________ (1) We recognize finance charges and fee income on open-ended loans in accordance with the contractual provisions of the credit arrangements and charge- off uncollectible amounts. Total net revenue was reduced by $1.1 billion in 2020 for finance charges and fees charged-off as uncollectible and by $1.4 billion and $1.3 billion in 2019 and 2018, respectively, for the estimated uncollectible amount of billed finance charges and fees and related losses. (2) (3) (4) Period-end loans held for investment and average loans held for investment include billed finance charges and fees. Concurrent with our adoption of the CECL standard in the first quarter of 2020, we reclassified our finance charge and fee reserve to our allowance for credit losses, with a corresponding increase to credit card loans held for investment. Average yield is calculated based on interest income for the period divided by average loans during the period and does not include any allocations, such as funds transfer pricing. Total net revenue margin is calculated based on total net revenue for the period divided by average loans during the period. (5) We reclassified $2.1 billion in partnership loans to held for sale as of September 30, 2020. (6) Within our credit card loan portfolio, only certain loans in our international card businesses are classified as nonperforming. See “MD&A— Nonperforming Loans and Other Nonperforming Assets” for additional information. 59 Capital One Financial Corporation (COF) Key factors affecting the results of our Credit Card business for 2020 compared to 2019, and changes in financial condition and credit performance between December 31, 2020 and December 31, 2019 include the following: • • • • • • Net Interest Income: Net interest income decreased by $685 million to $13.8 billion in 2020 primarily driven by lower average loan balances from customer behavior in response to the COVID-19 pandemic and lower margins, partially offset by an increase in average loan balances from the Walmart portfolio acquired during the fourth quarter of 2019. Non-Interest Income: Non-interest income decreased by $65 million to $3.8 billion in 2020 primarily driven by lower net interchange fees from a decline in purchase volume, partially offset by higher revenues from card partnership arrangements. Provision for Credit Losses: Provision for credit losses increased by $2.3 billion to $7.3 billion in 2020 driven by allowance builds in the first and second quarters of 2020 due to expectations of economic worsening as a result of the COVID-19 pandemic. Non-Interest Expense: Non-interest expense decreased by $780 million to $8.5 billion in 2020 primarily driven by our decision to decrease marketing spend due to the economic environment created by the COVID-19 pandemic. Loans Held for Investment: Period-end loans held for investment decreased by $21.3 billion to $107.0 billion as of December 31, 2020 from December 31, 2019, and average loans held for investment decreased by $4.1 billion to $110.1 billion in 2020 compared to 2019 primarily due to a decline in purchase volume and higher payments in response to the COVID-19 pandemic, as well as the transfer of a $2.1 billion partnership loan portfolio to held for sale in the third quarter of 2020. The decline in average balances was partially offset by the impact of the Walmart portfolio acquired during the fourth quarter of 2019. Net Charge-Off and Delinquency Metrics: The net charge-off rate decreased by 63 basis points to 3.88% in 2020 compared to 2019 primarily driven by strong credit performance in Domestic Card due to consumer payment behavior and the impact of the government stimulus. The 30+ day delinquency rate decreased by 146 basis points to 2.45% as of December 31, 2020 from December 31, 2019 due to lower delinquency inventories in our domestic credit card loan portfolio primarily driven by consumer payment behavior and the impact of government stimulus, partially offset by lower outstanding balances. 60 Capital One Financial Corporation (COF) Domestic Card Business The Domestic Card business generated net income from continuing operations of $1.2 billion in 2020 and $3.0 billion in both 2019 and 2018. In 2020, 2019 and 2018, the Domestic Card business accounted for greater than 90% of total net revenue of our Credit Card business. Table 9.1 summarizes the financial results for Domestic Card business and displays selected key metrics for the periods indicated. Table 9.1: Domestic Card Business Results (Dollars in millions, except as noted) Selected income statement data: Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of tax . . . . . . . . . . . . . . . Selected performance metrics: Average loans held for investment(3) . . . . . . . . . . . . . . . . . . . . . . . Average yield on loans(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue margin(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase volume . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, Change 2020 2019 2018 2020 vs. 2019 2019 vs. 2018 $ 12,599 3,583 16,182 6,979 7,625 1,578 374 1,204 $ $ 13,265 3,684 16,949 4,671 8,308 3,970 925 3,045 $ $ 12,926 3,239 16,165 4,653 7,621 3,891 907 $ 2,984 (5) % (3) (5) 49 (8) (60) (60) (60) $ 101,837 $ 105,270 $ 100,832 13.88 % 15.80 4,002 3.93 % $ 15.47 % 16.10 4,818 4.58 % 15.36 % 16.03 $ 4,782 4.74 % $ $ 380,787 $ 390,032 $ 354,158 (3) (159) bps (30) (17) % (65) bps (2) % 3 % 14 5 — 9 2 2 2 4 11 bps 7 1 % (16) bps 10 % (Dollars in millions, except as noted) Selected period-end data: Loans held for investment(3)(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30+ day performing delinquency rate . . . . . . . . . . . . . . . . . . . . . . Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2020 December 31, 2019 Change $ 98,504 $ 118,606 2.42 % $ 10,650 $ 10.81 % 3.93 % 4,997 4.21 % (17) % (151) bps 113 % 660 bps __________ (1) We recognize finance charges and fee income on open-ended loans in accordance with the contractual provisions of the credit arrangements and charge- off uncollectible amounts. Finance charges and fees charged-off as uncollectible are reflected as a reduction in total net revenue. (2) (3) (4) (5) Total net revenue was reduced by $434 million, $471 million and $278 million in 2020, 2019 and 2018, respectively, due to the amortization of loan origination bounties. As of December 31, 2020, approximately $45 million of deferred bounty payments remained to be amortized as an offset to revenue in future periods. Period-end loans held for investment and average loans held for investment include billed finance charges and fees. Concurrent with our adoption of the CECL standard in the first quarter of 2020, we reclassified our finance charge and fee reserve to our allowance for credit losses, with a corresponding increase to credit card loans held for investment. Average yield is calculated based on interest income for the period divided by average loans during the period and does not include any allocations, such as funds transfer pricing. Total net revenue margin is calculated based on total net revenue for the period divided by average loans during the period. (6) We reclassified $2.1 billion in partnership loans to held for sale as of September 30, 2020. 61 Capital One Financial Corporation (COF) Because our Domestic Card business accounts for the substantial majority of our Credit Card business, the key factors driving the results are similar to the key factors affecting our total Credit Card business. Net Income for our Domestic Card business decreased in 2020 compared to 2019 primarily driven by: • • • • higher provision for credit losses due to allowance builds in the first and second quarters of 2020 due to expectations of economic worsening as a result of the COVID-19 pandemic; lower net interest income due to lower average outstanding balances and lower margins; and lower non-interest income due to lower net interchange fees from a decline in purchase volume, partially offset by higher revenues from card partnership arrangements, partially offset by lower non-interest expense from our decision to decrease marketing spend due to the economic environment created by the COVID-19 pandemic. Consumer Banking Business The primary sources of revenue for our Consumer Banking business are net interest income from loans and deposits as well as service charges and customer-related fees. Expenses primarily consist of the provision for credit losses, operating costs and marketing expenses. Our Consumer Banking business generated net income from continuing operations of $1.4 billion in 2020 and $1.8 billion in both 2019 and 2018. Table 10 summarizes the financial results of our Consumer Banking business and displays selected key metrics for the periods indicated. Table 10: Consumer Banking Business Results (Dollars in millions, except as noted) Selected income statement data: Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of tax . . . . . . . . . . . . . . . Selected performance metrics: Average loans held for investment: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Home loan(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average yield on loans held for investment(2) . . . . . . . . . . . . . . . . Average deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average deposits interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Auto loan originations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, Change 2020 2019 2018 2020 vs. 2019 2019 vs. 2018 $ $ 7,238 466 7,704 1,753 4,159 1,792 425 1,367 $ $ 6,732 643 7,375 938 4,091 2,346 547 1,799 $ 6,549 663 7,212 838 4,027 2,347 547 $ 1,800 8 % (28) 4 87 2 (24) (22) (24) $ 63,227 — 3,072 $ 66,299 $ 57,938 — 2,770 $ 60,708 8.37 % 8.37 % $ 55,610 6,266 3,075 $ 64,951 9 — 11 9 7.54 % — $ 236,369 $ 205,012 $ 193,053 $ 0.76 % 578 0.87 % $ 1.24 % 947 1.56 % $ 0.95 % 981 1.51 % $ 32,282 $ 29,251 $ 26,276 15 % (48) bps (39) % (69) bps 10 % 3 % (3) 2 12 2 — — — 4 ** (10) (7) 83 bps 6 % 29 bps (3) % 5 bps 11 % 62 Capital One Financial Corporation (COF) (Dollars in millions, except as noted) Selected period-end data: Loans held for investment: December 31, 2020 December 31, 2019 Change Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30+ day performing delinquency rate . . . . . . . . . . . . . . . . . . . . . . 30+ day delinquency rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming loan rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming asset rate(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 65,762 3,126 $ 68,888 $ 60,362 2,703 $ 63,065 4.62 % 5.00 0.47 0.54 2,715 3.94 % $ 6.63 % 7.34 0.81 0.91 1,038 1.65 % $ $ 249,815 $ 213,099 9 % 16 9 (201) bps (234) (34) (37) 162 % 229 bps 17 % __________ (1) (2) (3) In 2018, we sold all of our consumer home loan portfolio and the related servicing. The impact of this sale is reflected in the Other category. Average yield is calculated based on interest income for the period divided by average loans during the period and does not include any allocations, such as funds transfer pricing. Nonperforming assets primarily consist of nonperforming loans and repossessed assets. The total nonperforming asset rate is calculated based on total nonperforming assets divided by the combined period-end total loans held for investment and repossessed assets. ** Not meaningful. Key factors affecting the results of our Consumer Banking business for 2020 compared to 2019, and changes in financial condition and credit performance between December 31, 2020 and December 31, 2019 include the following: • • • • • • • Net Interest Income: Net interest income increased by $506 million to $7.2 billion in 2020 primarily driven by growth in our auto loan portfolio. Non-Interest Income: Non-interest income decreased by $177 million to $466 million in 2020 primarily driven by lower service charges and fees on deposit accounts as a result of the COVID-19 pandemic. Provision for Credit Losses: Provision for credit losses increased by $815 million to $1.8 billion in 2020 driven by allowance builds in the first and second quarters of 2020 due to expectations of economic worsening as a result of the COVID-19 pandemic. Non-Interest Expense: Non-interest expense increased by $68 million to $4.2 billion in 2020 primarily driven by growth in our auto loan portfolio. Loans Held for Investment: Period-end loans held for investment increased by $5.8 billion to $68.9 billion as of December 31, 2020 from December 31, 2019, and average loans held for investment increased by $5.6 billion to $66.3 billion in 2020 compared to 2019 primarily due to growth in our auto loan portfolio. Deposits: Period-end deposits increased by $36.7 billion to $249.8 billion as of December 31, 2020 from December 31, 2019 primarily driven by deposit growth from increased consumer savings aided by the impact of government stimulus. Net Charge-Off and Delinquency Metrics: The net charge-off rate decreased by 69 basis points to 0.87% in 2020 compared to 2019 primarily driven by the impact of short-term payment extensions offered to affected auto borrowers in response to the COVID-19 pandemic. The 30+ day delinquency rate decreased by 234 basis points to 5.00% as of December 31, 2020 from December 31, 2019 driven by lower auto delinquency inventories resulting from the short-term payment extensions offered to affected auto borrowers in response to the COVID-19 pandemic. 63 Capital One Financial Corporation (COF) Commercial Banking Business The primary sources of revenue for our Commercial Banking business are net interest income from loans and deposits and non- interest income earned from products and services provided to our clients such as capital markets and treasury management. Because our Commercial Banking business has loans and investments that generate tax-exempt income, tax credits or other tax benefits, we present the revenues on a taxable-equivalent basis. Expenses primarily consist of the provision for credit losses and operating costs. Our Commercial Banking business generated net income from continuing operations of $65 million, $621 million and $806 million in 2020, 2019 and 2018, respectively. Table 11 summarizes the financial results of our Commercial Banking business and displays selected key metrics for the periods indicated. Table 11: Commercial Banking Business Results (Dollars in millions, except as noted) Selected income statement data: Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of tax . . . . . . . . . . . . . . . Selected performance metrics: Average loans held for investment: Commercial and multifamily real estate . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commercial lending . . . . . . . . . . . . . . . . . . . . . . . . . . . Small-ticket commercial real estate . . . . . . . . . . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average yield on loans held for investment(1)(3) . . . . . . . . . . . . . . Average deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Average deposits interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Dollars in millions, except as noted) Selected period-end data: Loans held for investment: Year Ended December 31, Change 2020 2019 2018 2020 vs. 2019 2019 vs. 2018 $ $ 2,048 923 2,971 1,181 1,706 84 19 65 $ $ 1,983 831 2,814 306 1,699 809 188 621 $ 2,044 744 2,788 83 1,654 1,051 245 806 $ $ 31,135 45,819 76,954 — $ 76,954 $ 29,608 42,863 72,471 69 $ 72,540 $ 27,771 39,188 66,959 371 $ 67,330 3.13 % 4.51 % 4.46 % $ 35,468 $ 31,229 $ 32,175 $ 0.40 % 377 0.49 % $ 1.18 % 156 0.22 % 0.72 % $ 56 0.08 % December 31, 2020 December 31, 2019 Change 3 % 11 6 286 — (90) (90) (90) 5 7 6 ** 6 (138) bps 14 % (78) bps 142 % 27 bps (3) % 12 1 ** 3 (23) (23) (23) 7 9 8 (81) 8 5 bps (3) % 46 bps 179 % 14 bps Commercial and multifamily real estate . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming loan rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonperforming asset rate(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for credit losses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance coverage ratio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans serviced for others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 30,681 45,099 $ 75,780 $ 30,245 44,263 $ 74,508 0.86 % 0.86 1,658 2.19 % $ $ 0.60 % 0.60 775 1.04 % $ 39,590 44,162 $ 32,134 38,481 1 % 2 2 26 bps 26 114 % 115 bps 23 % 15 __________ 64 Capital One Financial Corporation (COF) (1) (2) (3) (4) Some of our commercial investments generate tax-exempt income, tax credits or other tax benefits. Accordingly, we present our Commercial Banking revenue and yields on a taxable-equivalent basis, calculated using the federal statutory tax rate of (21% for all periods presented) and state taxes where applicable, with offsetting reductions to the Other category. The provision for losses on unfunded lending commitments is included in the provision for credit losses in our consolidated statements of income and the related reserve is included in other liabilities on our consolidated balance sheets. Our reserve for unfunded lending commitments totaled $195 million, $130 million and $118 million as of December 31, 2020, 2019 and 2018, respectively. Average yield is calculated based on interest income for the period divided by average loans during the period and does not include any allocations, such as funds transfer pricing. Nonperforming assets consist of nonperforming loans and other foreclosed assets. The total nonperforming asset rate is calculated based on total nonperforming assets divided by the combined period-end total loans held for investment and other foreclosed assets. ** Not meaningful. Key factors affecting the results of our Commercial Banking business for 2020 compared to 2019, and changes in financial condition and credit performance between December 31, 2020 and December 31, 2019 include the following: • • • • • • • Net Interest Income: Net interest income increased by $65 million to $2.0 billion in 2020 as higher average loans and deposits were partially offset by slightly lower margins. Non-Interest Income: Non-interest income increased by $92 million to $923 million in 2020 primarily driven by higher revenue from our agency and capital markets businesses. Provision for Credit Losses: Provision for credit losses increased by $875 million to $1.2 billion in 2020 driven by allowance builds in the first and second quarters of 2020 due to expectations of economic worsening as a result of the COVID-19 pandemic as well as credit deterioration in our energy loan portfolio primarily in the first quarter of 2020. Non-Interest Expense: Non-interest expense remained substantially flat at $1.7 billion in 2020. Loans Held for Investment: Period-end loans held for investment increased by $1.3 billion to $75.8 billion as of December 31, 2020 from December 31, 2019, and average loans held for investment increased by $4.4 billion to $77.0 billion in 2020 compared to 2019 driven by growth across our commercial loan portfolio. Deposits: Period-end deposits increased by $7.5 billion to $39.6 billion as of December 31, 2020 from December 31, 2019 primarily driven by elevated client liquidity. Net Charge-Off and Nonperforming Metrics: The net charge-off rate increased by 27 basis points to 0.49% in 2020 primarily driven by elevated charge-offs in our energy loan portfolio. The nonperforming loan rate increased by 26 basis points to 0.86% as of December 31, 2020 from December 31, 2019 driven by credit downgrades in industries that are impacted by the COVID-19 pandemic. Other Category Other includes unallocated amounts related to our centralized Corporate Treasury group activities, such as management of our corporate investment securities portfolio, asset/liability management and certain capital management activities. Other also includes: • • • • unallocated corporate revenue and 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; offsets related to certain line-item reclassifications; residual tax expense or benefit to arrive at the consolidated effective tax rate that is not assessed to our primary business segments; and foreign exchange-rate fluctuations on foreign currency-denominated balances. 65 Capital One Financial Corporation (COF) Table 12 summarizes the financial results of our Other category for the periods indicated. Table 12: Other Category Results (Dollars in millions) Selected income statement data: Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision (benefit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss from continuing operations before income taxes . . . . . . . . . Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from continuing operations, net of tax . . . . . . . . . . $ $ Year Ended December 31, Change 2020 2019 2018 2020 vs. 2019 2019 vs. 2018 (149) $ 398 249 3 700 (454) (378) (76) $ 164 $ (109) 55 — 422 (367) (353) (14) $ 115 274 389 (49) 679 (241) (469) 228 ** ** ** ** 66 % 24 7 ** 43 % ** (86) ** (38) 52 (25) ** __________ (1) Some of our commercial investments generate tax-exempt income, tax credits or other tax benefits. Accordingly, we present our Commercial Banking revenue and yields on a taxable-equivalent basis, calculated using the federal statutory tax rate of (21% for all periods presented) and state taxes where applicable, with offsetting reductions to the Other category. (2) Includes legal reserve builds of $313 million and net Cybersecurity Incident expenses of $27 million in 2020. ** Not meaningful. Net loss from continuing operations was $76 million and $14 million in 2020 and 2019, respectively, primarily driven by lower net interest income due to the decline in market interest rates and funding demands by our segments and increased non-interest expense resulting from legal reserve builds, partially offset by a gain of $535 million on our equity investment in Snowflake Inc. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements in accordance with U.S. GAAP requires management to make a number of judgments, estimates and assumptions that affect the amount of assets, liabilities, income and expenses on the consolidated financial statements. Understanding our accounting policies and the extent to which we use management judgment and estimates in applying these policies is integral to understanding our financial statements. We provide a summary of our significant accounting policies under “Note 1—Summary of Significant Accounting Policies”. We have identified the following accounting estimates as critical because they require significant judgments and assumptions about highly complex and inherently uncertain matters and the use of reasonably different estimates and assumptions could have a material impact on our results of operations or financial condition. Our critical accounting policies and estimates are as follows: • • • • Loan loss reserves Asset impairment Fair value of financial instruments Customer rewards reserve We evaluate our critical accounting estimates and judgments on an ongoing basis and update them as necessary, based on changing conditions. 66 Capital One Financial Corporation (COF) Loan Loss Reserves In the first quarter of 2020, we adopted the CECL standard and updated our critical accounting policy and estimate for loan loss reserves. We maintain an allowance for credit losses that represents management’s current estimate of expected credit losses inherent in our credit card, consumer banking and commercial banking loans held for investment portfolios as of each balance sheet date. We also separately reserve for unfunded lending commitments that are not unconditionally cancellable. For all such loans and unfunded lending commitments, our estimate of expected credit losses includes a reasonable and supportable forecast period of one year and then reverts over a one-year period to historical losses at each relevant loss component of the estimate. We build our allowance for credit losses and reserve for unfunded lending commitments through the provision for credit losses, which is driven by charge-offs, changes in the allowance for credit losses and changes in the reserve for unfunded lending commitments. The allowance for credit losses was $15.6 billion as of December 31, 2020, compared to $7.2 billion as of December 31, 2019. In periods prior to 2020, the allowance for loan and lease losses represented management’s estimate of incurred loan and lease losses as fully described in “Note 1—Summary of Significant Accounting Policies” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. We have an established process, using analytical tools and management judgment, to determine our allowance for credit losses. Establishing the allowance on a quarterly basis involves evaluating many factors including, but not limited to, historical loss and recovery experience, recent trends in delinquencies and charge-offs, risk ratings, the impact of bankruptcy filings, the value of collateral underlying secured loans, account seasoning, changes in our credit evaluation, underwriting and collection management policies, seasonality, credit bureau scores, current general economic conditions, our reasonable and supportable forecasts of future economic conditions, changes in the legal and regulatory environment and uncertainties in forecasting and modeling techniques used in estimating our allowance for credit losses. Key factors that have a significant impact on our allowance for credit losses include assumptions about employment levels, home prices and the valuation of commercial properties, automobiles and other collateral. We have a governance framework intended to ensure that our estimate of the allowance for credit losses is appropriate. Our governance framework provides for oversight of methods, models, qualitative adjustments, process controls and results. At least quarterly, representatives from the Finance and Risk Management organizations review and assess our allowance methodologies, key assumptions and the appropriateness of the allowance for credit losses. Groups independent of our estimation functions participate in the review and validation process. Tasks performed by these groups include periodic review of the rationale for and quantification of inputs requiring judgment as well as adjustments to results. We have a model policy, established by an independent Model Risk Office, which governs the validation of models and related supporting documentation to ensure the appropriate use of models for estimating credit losses. The Model Risk Office validates all models and requires ongoing monitoring of their performance. In addition to the allowance for credit losses, on a quarterly basis, we review and assess our estimate of expected losses related to unfunded lending commitments that are not unconditionally cancellable. The factors impacting our assessment generally align with those considered in our evaluation of the allowance for credit losses for the Commercial Banking business. Changes to the reserve for losses on unfunded lending commitments are recorded through the provision for credit losses in the consolidated statements of income and to other liabilities on the consolidated balance sheets. Although we examine a variety of externally available data, as well as our internal loan performance data, to determine our allowance for credit losses and reserve for unfunded lending commitments, our estimation process is subject to risks and uncertainties, including a reliance on historical loss and trend information that may not be representative of current conditions and indicative of future performance as well as economic forecasts that may not align with actual future economic conditions. Accordingly, our actual credit loss experience may not be in line with our expectations. We provide additional information on the methodologies and key assumptions used in determining our allowance for credit losses for each of our loan portfolio segments in “Note 1—Summary of Significant Accounting Policies.” We provide information on the components of our allowance, disaggregated by impairment methodology, and changes in our allowance in “Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments.” Finance Charge and Fee Reserves Finance charges and fees on credit card loans are recorded in revenue when earned. Billed finance charges and fees on credit card loans are included in loans held for investment while unbilled finance charges and fees are included in interest receivable. 67 Capital One Financial Corporation (COF) We continue to accrue finance charges and fees on credit card loans until the account is charged off. We estimate the uncollectible portion of finance charges and fees in our finance charge and fee reserve. Billed finance charges and fees that are ultimately charged-off as uncollectible are reflected as a reduction to revenue. Concurrent with our adoption of the CECL standard in the first quarter of 2020, we reclassified our finance charge and fee reserve of $462 million to our allowance for credit losses, with a corresponding increase to credit card loans held for investment. We review and assess the appropriateness of our finance charge and fee reserve on a quarterly basis. Our methodology for estimating the uncollectible portion of finance charges and fees is consistent with the methodology we use to estimate the allowance for credit losses on the principal portion of our credit card loan receivables. Asset Impairment In addition to our loan portfolio, we review other assets for impairment on a regular basis in accordance with applicable accounting guidance. This process requires significant management judgment and involves various estimates and assumptions. Goodwill Goodwill represents the excess of the fair value of the consideration transferred, plus the fair value of any non-controlling interests in the acquiree, over the fair value of the net assets acquired and liabilities assumed as of the acquisition date. Goodwill totaled $14.7 billion as of both December 31, 2020 and 2019. We did not recognize any goodwill impairment in 2020 and 2019. See “Note 6—Goodwill and Intangible Assets” for additional information. We perform our goodwill impairment test annually on October 1 at a reporting unit level. We are also required to test goodwill for impairment whenever events or circumstances indicate it is more-likely-than-not that an impairment may have occurred. We have four reporting units: Credit Card, Auto Finance, Other Consumer Banking and Commercial Banking. In the first quarter of 2020, we adopted Accounting Standards Update (“ASU”) No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Under the new guidance, an impairment of a reporting unit’s goodwill is determined based on the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit. For the purpose of our goodwill impairment testing, we calculate the carrying amount of a reporting unit using an allocated capital approach based on each reporting unit’s specific regulatory capital requirements, economic capital requirements and underlying risks. The carrying amount for a reporting unit is the sum of its respective capital requirements, goodwill and intangibles balances. Consolidated stockholder’s equity in excess of the sum of all reporting unit’s capital requirements that is not identified for future capital needs, such as dividends, share buybacks or other strategic initiatives, is allocated to the reporting units and the Other category and assumed distributed to equity holders in future periods. Determining the fair value of a reporting unit is a subjective process that requires the use of estimates and the exercise of significant judgment. We calculate the fair value of our reporting units using a discounted cash flow (“DCF”) calculation, a form of the income approach. This DCF calculation uses projected cash flows based on each reporting unit’s internal forecast and the perpetuity growth method to calculate terminal values. Our DCF calculation requires management to make estimates about future loan, deposit and revenue growth, as well as credit losses and capital rates. These cash flows and terminal values are then discounted using discount rates based on our external cost of capital with adjustments for the risk inherent in each reporting unit. Discount rates used for our reporting units ranged from 8.1% to 14.3%, and we applied a terminal year long-term growth rate of 3.97% to all reporting units. The reasonableness of our DCF calculation is assessed by reference to a market- based approach using comparable market multiples and recent market transactions where available. The results of the 2020 annual impairment test for the reporting units indicated that the estimated fair values of the Commercial Banking, Credit Card, Auto Finance, and Other Consumer Banking reporting units exceeded their carrying amounts by between 11% and 273%. Assumptions used in estimating the fair value of a reporting unit are judgmental and inherently uncertain. A change in the economic conditions of a reporting unit, such as declines in business performance from industry or macroeconomic trends or from changes in our strategy, adverse impacts to loan or deposit growth trends, decreases in revenue, increases in expenses, increases in credit losses, increases in capital requirements, deterioration of market conditions, declines in long-term growth expectations, adverse impacts of regulatory or legislative changes or increases in the estimated cost of capital, including if these conditions are merely forecasted to occur in future periods, could cause the estimated fair values of our reporting units to decline in the future, and increase the risk of a goodwill impairment in a future period. 68 Capital One Financial Corporation (COF) Fair Value Fair value, also referred to as an exit price, is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments. This hierarchy is based on the markets in which the assets or liabilities trade and whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. The fair value measurement of a financial asset or liability is assigned a level based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below: Level 1: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuation is generated from techniques that use significant assumptions not observable in the market. Valuation techniques include pricing models, discounted cash flow methodologies or similar techniques. The degree of management judgment involved in determining the fair value of a financial instrument is dependent upon the availability of quoted prices in active markets or observable market parameters. When quoted prices and observable data in active markets are not fully available, management judgment is necessary to estimate fair value. Changes in market conditions, such as reduced liquidity in the capital markets or changes in secondary market activities, may reduce the availability and reliability of quoted prices or observable data used to determine fair value. We have developed policies and procedures to determine when markets for our financial assets and liabilities are inactive if the level and volume of activity has declined significantly relative to normal conditions. If markets are determined to be inactive, it may be appropriate to adjust price quotes received. When significant adjustments are required to price quotes or inputs, it may be appropriate to utilize an estimate based primarily on unobservable inputs. Significant judgment may be required to determine whether certain financial instruments measured at fair value are classified as Level 2 or Level 3. In making this determination, we consider all available information that market participants use to measure the fair value of the financial instrument, including observable market data, indications of market liquidity and orderliness, and our understanding of the valuation techniques and significant inputs used. Based upon the specific facts and circumstances of each instrument or instrument category, judgments are made regarding the significance of the Level 3 inputs to the instruments’ fair value measurement in its entirety. If Level 3 inputs are considered significant, the instrument is classified as Level 3. The process for determining fair value using unobservable inputs is generally more subjective and involves a high degree of management judgment and assumptions. We discuss changes in the valuation inputs and assumptions used in determining the fair value of our financial instruments, including the extent to which we have relied on significant unobservable inputs to estimate fair value and our process for corroborating these inputs, in “Note 16—Fair Value Measurement.” We have a governance framework and a number of key controls that are intended to ensure that our fair value measurements are appropriate and reliable. Our governance framework provides for independent oversight and segregation of duties. Our control processes include review and approval of new transaction types, price verification, and review of valuation judgments, methods, models, process controls and results. Groups independent of our trading and investing functions participate in the review and validation process. Tasks performed by these groups include periodic verification of fair value measurements to determine if assigned fair values are reasonable, including comparing prices from vendor pricing services to other available market information. Our Fair Value Committee (“FVC”), which includes representation from business areas, Risk Management and Finance, provides guidance and oversight to ensure an appropriate valuation control environment. The FVC regularly reviews and approves our fair valuations to ensure that our valuation practices are consistent with industry standards and adhere to regulatory and accounting guidance. We have a model policy, established by an independent Model Risk Office, which governs the validation of models and related supporting documentation to ensure the appropriate use of models for pricing and fair value measurements. The Model Risk Office validates all models and requires ongoing monitoring of their performance. 69 Capital One Financial Corporation (COF) The fair value governance process is set up in a manner that allows the Chairperson of the FVC to escalate valuation disputes that cannot be resolved by the FVC to a more senior committee called the Valuations Advisory Committee (“VAC”) for resolution. The VAC is chaired by the Chief Financial Officer and includes other members of senior management. The VAC convenes to review escalated valuation disputes. There were no disputes for the years ended December 31, 2020 and 2019. Customer Rewards Reserve We offer products, primarily credit cards, which include programs that allow members to earn rewards based on account activity that can be redeemed for cash (primarily in the form of statement credits), gift cards, travel, or covering eligible charges. The amount of rewards that a customer earns varies based on the terms and conditions of the rewards program and product. The majority of our rewards do not expire and there is no limit on the amount of rewards an eligible card member can earn. Customer rewards costs, which we generally record as an offset to interchange income, are driven by various factors such as card member purchase volume, the terms and conditions of the rewards program and rewards redemption cost. We establish a customer rewards reserve that reflects management’s judgment regarding rewards earned that are expected to be redeemed and the estimated redemption cost. We use financial models to estimate ultimate redemption rates of rewards earned to date by current card members based on historical redemption trends, current enrollee redemption behavior, card product type, year of program enrollment, enrollment tenure and card spend levels. Our current assumption is that the vast majority of all rewards earned will eventually be redeemed. We use the weighted-average redemption cost during the previous twelve months, adjusted as appropriate for recent changes in redemption costs, including changes related to the mix of rewards redeemed, to estimate future redemption costs. We continually evaluate our reserve and assumptions based on developments in redemption patterns, changes to the terms and conditions of the rewards program and other factors. We recognized customer rewards expense of $4.9 billion in both 2020 and 2019 and $4.4 billion in 2018. Our customer rewards reserve, which is included in other liabilities on our consolidated balance sheets, totaled $5.4 billion and $4.7 billion as of December 31, 2020 and 2019, respectively. ACCOUNTING CHANGES AND DEVELOPMENTS Accounting Standards Issued but Not Adopted as of December 31, 2020 Standard Income Tax Accounting Simplification ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes Issued December 2019 Guidance Simplifies various aspects of the guidance on accounting for income taxes. Adoption Timing and Financial Statement Impacts We adopted this guidance in the first quarter of 2021 using the modified retrospective and prospective methods of adoption. Our adoption of this standard did not have a material impact on our consolidated financial statements. See “Note 1—Summary of Significant Accounting Policies” for information on the accounting standards we adopted in 2020. CAPITAL MANAGEMENT The level and composition of our capital are determined by multiple factors, including our consolidated regulatory capital requirements and internal risk-based capital assessments such as internal stress testing and economic capital. The level and composition of our capital may also be influenced by rating agency guidelines, subsidiary capital requirements, business environment, conditions in the financial markets and assessments of potential future losses due to adverse changes in our business and market environments. Capital Standards and Prompt Corrective Action The Company and the Banks are subject to the Basel III Capital Rules established by the Federal Reserve and the OCC respectively. The Basel III Capital Rules implement certain capital and liquidity requirements published by the Basel Committee, along with certain Dodd-Frank Act and other capital provisions. Moreover, the Banks, as insured depository institutions, are subject to PCA capital regulations. 70 Capital One Financial Corporation (COF) Basel III and United States Capital Rules Under the Basel III Capital Rules, we must maintain a minimum CET1 capital ratio of 4.5%, a Tier 1 capital ratio of 6.0%, and a Total capital ratio of 8.0%, in each case in relation to risk-weighted assets. In addition, we must maintain a minimum leverage ratio of 4.0% and a minimum supplementary leverage ratio of 3.0%. We are also subject to the capital conservation buffer and countercyclical capital buffer requirements, as described below. In July 2019, the Federal Banking Agencies issued the Capital Simplification Rule, which finalized certain changes to the Basel III Capital Rules for institutions not subject to the Basel III Advanced Approaches. These changes, effective January 1, 2020, generally raised the threshold above which a covered institution such as the Company must deduct certain assets from its CET1 capital, including certain deferred tax assets, mortgage servicing assets, and investments in unconsolidated financial institutions. In October 2019, the Federal Banking Agencies finalized the Tailoring Rules, which amended the Basel III Capital Rules to provide for tailored application of certain capital requirements across different categories of banking institutions. These categories are determined primarily by an institution’s asset size, with adjustments to a more stringent category possible if the institution exceeds certain risk-based thresholds. As a BHC with total consolidated assets of at least $250 billion that does not exceed any of the applicable risk-based thresholds, we are a Category III institution under the Tailoring Rules. Therefore, effective January 1, 2020, we are no longer subject to the Basel III “Advanced Approaches” framework and certain associated capital requirements, such as the requirement to include certain elements of AOCI in our regulatory capital. We remain subject to the countercyclical capital buffer requirement (which is currently set at 0%) and supplementary leverage ratio requirement, which were previously required only for Basel III Advanced Approaches institutions. Effective as of the first quarter of 2020, we excluded certain elements of AOCI from our regulatory capital as permitted by the Tailoring Rules. The Tailoring Rules and Capital Simplification Rule have, taken together, decreased our capital requirements. G-SIBs that are based in the U.S. are subject to an additional CET1 capital requirement known as the G-SIB Surcharge. We are not a G-SIB based on the most recent available data and thus we are not subject to a G-SIB Surcharge. Stress Capital Buffer Rule The Basel III Capital Rules require banking institutions to maintain a capital conservation buffer, composed of CET1 capital, above the regulatory minimum ratios. The capital conservation buffer for BHCs was previously fixed at 2.5%. In March 2020, the Federal Reserve issued a final rule to implement the stress capital buffer requirement. The stress capital buffer requirement is institution-specific and replaces the fixed 2.5% capital conservation buffer for BHCs. Pursuant to the Stress Capital Buffer Rule, the Federal Reserve will use the results of its supervisory stress test to determine the size of a BHC’s stress capital buffer requirement. In particular, a BHC’s stress capital buffer requirement will equal, subject to a floor of 2.5%, the sum of (i) the difference between the BHC’s starting CET1 capital ratio and its lowest projected CET1 capital ratio under the severely adverse scenario of the Federal Reserve’s supervisory stress test plus (ii) the ratio of the BHC’s projected four quarters of common stock dividends (for the fourth to seventh quarters of the planning horizon) to the projected risk-weighted assets for the quarter in which the BHC’s projected CET1 capital ratio reaches its minimum under the supervisory stress test. Under the Stress Capital Buffer Rule framework, the Company’s new “standardized approach capital conservation buffer” includes its stress capital buffer requirement (which will be recalibrated every year based on the Company’s supervisory stress test results), any G-SIB surcharge (which is not applicable to us) and the countercyclical capital buffer requirement (which is currently set at 0%). Any determination to increase the countercyclical capital buffer generally would be effective twelve months after the announcement of such an increase, unless the Federal Banking Agencies set an earlier effective date. The Company’s stress capital buffer requirement is 5.6% for the period from October 1, 2020 through September 30, 2021, at which point a revised stress capital buffer requirement will be applicable to the Company based on the Company’s 2021 stress testing results. 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 10.1%, 11.6% and 13.6%, respectively, for the period from October 1, 2020 through September 30, 2021. The Stress Capital Buffer Rule does not apply to the Banks. The capital conservation buffer for the Banks continues to be fixed at 2.5%. Accordingly, each Bank’s minimum capital requirements plus its capital conservation buffer for CET1 capital, Tier 1 capital and total capital ratios remain at 7.0%, 8.5% and 10.5% respectively. 71 Capital One Financial Corporation (COF) If we fail to maintain our capital ratios above the minimum capital requirements plus the applicable buffer requirements, we will face increasingly strict automatic limitations on capital distributions and discretionary bonus payments to certain executive officers. As of December 31, 2020 and 2019, respectively, each of the Company and the Banks exceeded the minimum capital requirements and the buffer requirements applicable to them, and each of the Banks was “well capitalized” under PCA requirements. Market Risk Rule The Market Risk Rule requires institutions subject to the rule to adjust their risk-based capital ratios to reflect the market risk in their trading portfolios. As of December 31, 2020, the Company and CONA are subject to the Market Risk Rule. See “MD&A —Market Risk Profile” below for additional information. CECL Transition Rule As part of their response to the COVID-19 pandemic, the Federal Banking Agencies adopted the 2020 CECL Transition Rule which provides banking institutions an optional five-year transition period to phase in the impact of the CECL standard on their regulatory capital. Pursuant to the 2020 CECL Transition Rule, a banking institution may elect to delay the estimated impact of adopting CECL on its regulatory capital through December 31, 2021 and then phase in the estimated cumulative impact from January 1, 2022 through December 31, 2024. For the “day 2” ongoing impact of CECL during the initial two years, the Federal Banking Agencies use a uniform “scaling factor” of 25% as an approximation of the increase in the allowance under the CECL standard compared to the prior incurred loss methodology. Accordingly, from January 1, 2020 through December 31, 2021, electing banking institutions are permitted to add back to their regulatory capital an amount equal to the sum of the after-tax “day 1” CECL adoption impact and 25% of the increase in the allowance since the adoption of the CECL standard. Beginning January 1, 2022 through December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact will be phased in to regulatory capital at 25% per year. The following table summarizes the capital impact delay and phase in period on our regulatory capital from years 2020 to 2025. Capital Impact Delayed Phase In Period 2020 2021 2022 2023 2024 2025 “Day 1” CECL adoption impact Cumulative “day 2” ongoing impact Capital impact delayed to 2022 25% scaling factor as an approximation of the increase in allowance under CECL 25% Phased In 50% Phased In 75% Phased In Fully Phased In We adopted the CECL standard (for accounting purposes) as of January 1, 2020, and made the 2020 CECL Transition Election (for regulatory capital purposes) in the first quarter of 2020. Therefore, the applicable amounts presented in this Report reflect such election. Temporary Exclusions for Supplementary Leverage Ratio In addition, in April 2020, as part of the response to the COVID-19 pandemic, the Federal Reserve issued an interim final rule that temporarily excludes U.S. Treasury securities and deposits at Federal Reserve Banks from the calculation of the supplementary leverage ratio for BHCs. These exclusions became effective on April 1, 2020, and will remain in effect through March 31, 2021. Subsequently, in May 2020, the Federal Banking Agencies issued an interim final rule that provides an option for depository institutions to make similar exclusions to the calculation of the supplementary leverage ratio. If a depository institution elects to make such exclusions, it must request prior approval from its primary federal banking regulator before making capital distributions, such as paying dividends to its parent company, for as long as the exclusions are in effect. Neither CONA nor COBNA elected to make such exclusions. For the description of the regulatory capital rules we are subject to, see “Part I—Item 1. Business—Supervision and Regulation.” 72 Capital One Financial Corporation (COF) Table 13 provides a comparison of our regulatory capital ratios under the Basel III Standardized Approach, the regulatory minimum capital adequacy ratios and the PCA well-capitalized level for each ratio, where applicable, as of December 31, 2020 and 2019. Table 13: Capital Ratios Under Basel III(1) Capital One Financial Corp: Common equity Tier 1 capital(2) . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 leverage(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplementary leverage(6)(7) . . . . . . . . . . . . . . . . . . . . . . . . . . . COBNA: Common equity Tier 1 capital(2) . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 leverage(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplementary leverage(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . CONA: Common equity Tier 1 capital(2) . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 leverage(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Supplementary leverage(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) Capital requirements that are not applicable are denoted by “N/A.” December 31, 2020 Minimum Capital Adequacy Well- Capitalized Ratio December 31, 2019 Minimum Capital Adequacy Well- Capitalized Ratio 13.7 % 4.5 % N/A 12.2 % 4.5% N/A 15.3 17.7 11.2 10.7 21.5 21.5 23.4 18.3 14.7 12.4 12.4 13.7 7.6 6.9 6.0 8.0 4.0 3.0 4.5 6.0 8.0 4.0 3.0 4.5 6.0 8.0 4.0 3.0 6.0 % 10.0 N/A N/A 6.5 8.0 10.0 5.0 N/A 6.5 8.0 10.0 5.0 N/A 13.7 16.1 11.7 9.9 16.1 16.1 18.1 14.8 12.1 13.4 13.4 14.5 9.2 8.2 6.0 8.0 4.0 3.0 4.5 6.0 8.0 4.0 3.0 4.5 6.0 8.0 4.0 3.0 6.0 % 10.0 N/A N/A 6.5 8.0 10.0 5.0 N/A 6.5 8.0 10.0 5.0 N/A (2) (3) (4) (5) (6) (7) Common equity Tier 1 capital ratio is a regulatory capital measure calculated based on common equity Tier 1 capital divided by risk-weighted assets. Tier 1 capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets. Total capital ratio is a regulatory capital measure calculated based on total capital divided by risk-weighted assets. Tier 1 leverage ratio is a regulatory capital measure calculated based on Tier 1 capital divided by adjusted average assets. Supplementary leverage ratio is a regulatory capital measure calculated based on Tier 1 capital divided by total leverage exposure. Supplementary leverage ratio for the Company as of December 31, 2020 excludes U.S. Treasury securities and deposits with the Federal Reserve Banks pursuant to an interim final rule issued by the Federal Reserve, see “Part I—Item 1. Business—Supervision and Regulation” for more information. 73 Capital One Financial Corporation (COF) Table 14 presents regulatory capital under the Basel III Standardized Approach and regulatory capital metrics as of December 31, 2020 and 2019. Table 14: Regulatory Risk-Based Capital Components and Regulatory Capital Metrics (Dollars in millions) Regulatory Capital Under Basel III Standardized Approach December 31, 2020 December 31, 2019 Common equity excluding AOCI . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 55,299 $ 52,001 Adjustments: AOCI, net of tax(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill, net of related deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets, net of related deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common equity Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 1 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 2 capital instruments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Qualifying allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tier 2 capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Regulatory Capital Metrics Risk-weighted assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted average assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total leverage exposure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) (29) (14,448) (86) — 40,736 4,847 45,583 3,385 3,820 7,205 1,156 (14,465) (170) (360) 38,162 4,853 43,015 3,377 3,956 7,333 $ $ 52,788 $ 50,348 297,903 $ 406,762 427,522 313,155 368,511 435,976 In the first quarter of 2020, we elected to exclude from our regulatory capital ratios certain components of AOCI as permitted under the Tailoring Rules. As such, we revised our presentation herein to only include those components of AOCI that impact our regulatory capital ratios. Capital Planning and Regulatory Stress Testing On June 25, 2020, the Federal Reserve released the stress testing results for the 2020 CCAR cycle, including additional sensitivity analyses conducted due to the COVID-19 pandemic, and notified all participating BHCs, including us, of their stress capital buffer requirements. In light of the COVID-19 pandemic, the Federal Reserve required all participating BHCs, including us, to update and resubmit their capital plans in the fourth quarter of 2020, and to preserve capital by suspending share repurchases and capping common stock dividend payments for the third and fourth quarters of 2020 to the lower of (i) the amount paid in the second quarter of 2020 and (ii) an amount equal to the average net income earned across the four preceding calendar quarters. Scheduled payments on additional Tier 1 and Tier 2 capital instruments, such as preferred stock and subordinated debt, were not similarly restricted. We conducted a second round of stress tests and submitted our updated capital plan to the Federal Reserve on November 2, 2020. On December 18, 2020, the Federal Reserve released the results of its second round of supervisory stress tests. The Federal Reserve did not recalculate our stress capital buffer requirement at this time but reserved its ability to do so until March 31, 2021. Finally, the Federal Reserve extended the capital distribution restrictions for all participating BHCs through at least the first quarter of 2021 with certain modifications. In particular, for the first quarter of 2021, participating BHCs may resume share repurchases but the aggregate amount of common stock dividend payments and share repurchases shall not exceed an amount equal to the average net income earned across the four preceding calendar quarters. In addition, common stock dividend payments for the first quarter of 2021 continue to be capped at the amount paid in the second quarter of 2020. We suspended our 2019 Stock Repurchase Program on March 13, 2020, in response to the COVID-19 pandemic through the program’s expiration at the end of the second quarter of 2020. As described above, for the third and fourth quarters of 2020, we were restricted from engaging in share repurchases. On January 25, 2021, our Board of Directors authorized the repurchase of up to $7.5 billion of shares of our common stock. 74 Capital One Financial Corporation (COF) We distributed dividends of $0.40 per share on our common stock in the first and second quarters of 2020. Consistent with the Federal Reserve’s capital distribution restrictions described above, we reduced our quarterly dividend on our common stock from $0.40 per share to $0.10 per share for the third quarter of 2020. For the fourth quarter of 2020, while our third quarter results would have permitted us to increase our common stock dividend pursuant to the Federal Reserve’s limitations described above, we maintained our quarterly dividend at $0.10 per share as the process surrounding our resubmitted capital plan had not been completed at that time. On February 4, 2021, our Board of Directors approved returning our quarterly common stock dividend to $0.40 per share for the first quarter of 2021. For the description of the regulatory capital planning rules we are subject to, see “Part I—Item 1. Business—Supervision and Regulation.” Equity Offerings and Transactions On January 31, 2020, we issued 50,000,000 depositary shares, each representing a 1/40th interest in a share of Fixed Rate Non- Cumulative Perpetual Preferred Stock, Series J, $0.01 par value, with a liquidation preference of $25 per depositary share (“Series J Preferred Stock”). The net proceeds of the offering of Series J Preferred Stock were approximately $1.2 billion after deducting underwriting commissions and offering expenses. Dividends on the Series J Preferred Stock are payable quarterly in arrears at a rate of 4.80% per annum. On March 2, 2020, we redeemed all outstanding shares of our Fixed Rate 6.00% Non-Cumulative Perpetual Preferred Stock Series B. The redemption resulted in the recognition of deferred issuance costs, which reduced our net income available to common shareholders by $22 million for the year ended December 31, 2020. On September 17, 2020, we issued 5,000,000 depositary shares, each representing a 1/40th interest in a share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K, $0.01 par value, with a liquidation preference of $25 per depositary share (“Series K Preferred Stock”). The net proceeds of the offering of Series K Preferred Stock were approximately $122 million after deducting underwriting commissions and offering expenses. Dividends on the Series K Preferred Stock are payable quarterly in arrears at a rate of 4.625% per annum. On December 1, 2020, we redeemed all outstanding shares of our Fixed Rate 6.20% Non-Cumulative Perpetual Preferred Stock Series F. The redemption resulted in the recognition of deferred issuance costs, which reduced our net income available to common shareholders by $17 million for the year ended December 31, 2020. 75 Capital One Financial Corporation (COF) Dividend Policy and Stock Purchases For the year ended December 31, 2020, we declared and paid common stock dividends of $463 million, or $1.00 per share, and preferred stock dividends of $280 million. The following table summarizes the dividends paid per share on our various preferred stock series in each quarter of 2020. Table 15: Preferred Stock Dividends Paid Per Share Series Series B(1) Series E Description 6.000% Non-Cumulative Fixed-to- Floating Rate Non-Cumulative Issuance Date August 20, 2012 May 14, 2015 Series F(2) Series G Series H Series I Series J Series K 6.200% Non-Cumulative 5.200% Non-Cumulative 6.000% Non-Cumulative 5.000% Non-Cumulative 4.800% Non-Cumulative 4.625% Non-Cumulative August 24, 2015 July 29, 2016 November 29, 2016 September 11, 2019 January 31, 2020 September 17, 2020 Per Annum Dividend Rate 6.000% Dividend Frequency Quarterly 2020 Q4 — Q3 — Q1 Q2 — $15.00 5.550% through 5/31/2020; 3-mo. LIBOR + 380 bps thereafter 6.200 5.200 6.000 5.000 4.800 4.625 Semi-Annually through 5/31/2020; Quarterly thereafter Quarterly $10.23 $10.61 $27.75 — 15.50 15.50 15.50 15.50 Quarterly 13.00 13.00 13.00 13.00 Quarterly 15.00 15.00 15.00 15.00 Quarterly 12.50 12.50 12.50 12.50 Quarterly 12.00 12.00 16.13 — Quarterly 9.51 — — — __________ (1) On March 2, 2020, we redeemed all outstanding shares of our preferred stock Series B. (2) On December 1, 2020, we redeemed all outstanding shares of our preferred stock Series F. The declaration and payment of dividends to our stockholders, as well as the amount thereof, are subject to the discretion of our Board of Directors and depend upon our results of operations, financial condition, capital levels, cash requirements, future prospects, regulatory requirements and other factors deemed relevant by the Board of Directors. As a BHC, our ability to pay dividends is largely dependent upon the receipt of dividends or other payments from our subsidiaries. The Banks are subject to regulatory restrictions that limit their ability to transfer funds to our BHC. As of December 31, 2020, funds available for dividend payments from COBNA and CONA were $4.0 billion and $1.8 billion, respectively. There can be no assurance that we will declare and pay any dividends to stockholders. Consistent with our 2019 Stock Repurchase Program which was announced on June 27, 2019, our Board of Directors authorized the repurchase of up to $2.2 billion of shares of common stock beginning in the third quarter of 2019 through the end of the second quarter of 2020. During the first quarter of 2020, we repurchased approximately $312 million of shares of our common stock under the 2019 Stock Repurchase Program before suspending further repurchases on March 13, 2020 in response to the COVID-19 pandemic through the program's expiration at the end of the second quarter of 2020. As noted above, for the third and fourth quarters of 2020, the Federal Reserve required all participating banking organizations, including us, to suspend share repurchases as a measure of capital preservation. On January 25, 2021, our Board of Directors authorized the repurchase of up to $7.5 billion of shares of our common stock. The timing and exact amount of any future common stock repurchases will depend on various factors, including regulatory approval, market conditions, opportunities for growth, our capital position and the amount of retained earnings. Our stock repurchase program does not include specific price targets, may be executed through open market purchases or privately negotiated transactions, including utilizing Rule 10b5-1 programs, and may be suspended at any time. For additional information on dividends and stock repurchases, see “MD&A—Capital Management—Capital Planning and Regulatory Stress Testing” and “Part I—Item 1. Business—Supervision and Regulation—Dividends, Stock Repurchases and Transfers of Funds”. 76 Capital One Financial Corporation (COF) RISK MANAGEMENT Risk Management Framework Our Risk Management Framework (the “Framework”) sets consistent expectations for risk management across the Company. It also sets expectations for our “Three Lines of Defense” model, which defines the roles, responsibilities and accountabilities for taking and managing risk across the Company. Accountability for overseeing an effective Framework resides with our Board of Directors either directly or through its committees. The “First Line of Defense” consists of any line of business or function that is accountable for risk taking and is responsible for: (i) engaging in activities designed to generate revenue or reduce expenses; (ii) providing operational support or servicing to any business function for the delivery of products or services to customers; or (iii) providing technology services in direct support of first line business areas. Each line of business or first line function must manage the risks associated with their activities, including identifying, assessing, measuring, monitoring, controlling and reporting the risks within its business activities, consistent with the risk framework. The “Second Line of Defense” consists of two types of functions: Independent Risk Management (“IRM”) and Support Functions. IRM oversees risk-taking activities and assesses risks and issues independent from the first line of defense. Support Functions are centers of specialized expertise (e.g., Human Resources, Accounting, Legal) that provide support services to the Company. The “Third Line of Defense” is comprised of the Internal Audit and Credit Review functions. The third line provides independent and objective assurance to senior management and to the Board of Directors that the first and second lines of defense have systems and governance processes which are well-designed and working as intended, and that the Framework is appropriate for our size, complexity and risk profile. Our Framework consists of the following nine elements: Governance and Accountability Strategy and Risk Alignment Risk Identification Assessment, Measurement and Response Monitoring and Testing Aggregation, Reporting and Escalation Capital and Liquidity Management (including Stress Testing) Risk Data and Enabling Technology Culture and Talent Management Governance and Accountability Governance and accountability sets the foundation for the methods for governing risk taking and the interactions within and among our three lines of defense. We established a risk governance structure and accountabilities to effectively and consistently oversee the management of risks across the Company. Our Board of Directors, Chief Executive Officer and management establish the tone at the top regarding the culture of the Company, including management of risk. Management reinforces expectations at the various levels of the organization. 77 Capital One Financial Corporation (COF) Strategy and Risk Alignment Our strategy is informed by and aligned with risk appetite, from development to execution. The Chief Executive Officer develops the strategy with input from the first, second, and third lines of defense, as well as the Board of Directors. The strategic planning process should consider relevant changes to the Company’s overall risk profile. Our Board of Directors approves a Risk Appetite Statement for the Company to set forth the high-level principles that govern risk taking at the Company. The Risk Appetite Statement defines the Board of Directors’ tolerance for certain risk outcomes at an enterprise level and enables senior management to manage and report within these boundaries. This Risk Appetite Statement is also supported by risk category specific risk appetite statements as well as metrics and, where appropriate, Board Limits and Board Notification Thresholds. Risk Identification The first line of defense and certain Support Functions shall identify new and emerging risks across the relevant risk categories associated with their business activities and objectives, in consultation with IRM. Risk identification also must be informed by major changes in infrastructure or organization, introduction of new products and services, acquisitions of businesses, or substantial changes in the internal or external environment. IRM and certain Support Functions, where appropriate, provide effective challenge in the risk identification process. IRM is also responsible for identifying our material aggregate risks on an ongoing basis. Assessment, Measurement and Response Management shall assess risks associated with our activities. Risks identified should be assessed to understand the severity of each risk and likelihood of occurrence under both normal and stressful conditions. Risk severity is measured through modeling and other quantitative estimation approaches, as well as qualitative approaches, based on management judgment. As part of the risk assessment process, the first and second lines of defense also evaluate the effectiveness of the existing control environment and mitigation strategies. Management shall determine the appropriate risk response. Risks may be mitigated, accepted, transferred, or avoided. Actions taken to respond to the risk include implementing new controls, enhancing existing controls, developing additional mitigation strategies to reduce the impact of the risk, and/or monitoring the risk. Monitoring and Testing Management periodically monitors risks to evaluate and measure how the risk is affecting our strategy and business objectives, in alignment with management’s risk appetite, including established concentration risk limits. The scope and frequency of monitoring activities depend on the results of relevant risk assessments, as well as specific business risk operations and activities. The first line of defense is required to evaluate the effectiveness of risk management practices and controls through testing and other activities. IRM and Support Functions, as appropriate, assess the first line of defense’s evaluation of risk management, which may include conducting effective challenge, performing independent monitoring, or conducting risk or control validations. The third line of defense provides independent assurance for first and second line risk management practices and controls. Aggregation, Reporting and Escalation Risk aggregation supports strategic decision making and risk management practices through collectively reporting risks across different levels of the Company and providing a comprehensive view of performance against risk appetite. Capital One’s risk aggregation processes are designed to aggregate risk information from lower levels of the business hierarchy to high levels and to aggregate risk information to determine material risk themes. Material risks, new or emerging risks, aggregate risks, risk appetite metrics and other measures across all risk categories are reported to the appropriate governance forum no less than quarterly. Material risks are reported to the Board of Directors and senior management committees no less than quarterly. 78 Capital One Financial Corporation (COF) Capital and Liquidity Management (including Stress Testing) Our capital management processes are linked to our risk management practices, including the enterprise-wide identification, assessment and measurement of risks to ensure that all relevant risks are incorporated in the assessment of the Company's capital adequacy. We use identified risks to inform key aspects of the Company’s capital planning, including the development of stress scenarios, the assessment of the adequacy of post-stress capital levels, and the appropriateness of potential capital actions considering the Company’s capital objectives. We quantify capital needs through stress testing, regulatory capital, economic capital and assessments of market considerations. In assessing our capital adequacy, we identify how and where our material risks are accounted for within the capital planning process. Monitoring and escalation processes exist for key capital thresholds and metrics to continuously monitor capital adequacy. Capital One identifies and manages funding and liquidity risks that could affect its earnings, balance sheet strength and investor confidence. The Company also manages its liquidity position to satisfy regulatory requirements. The Company implements its liquidity management philosophy through the Liquidity Adequacy Framework ("Liquidity Framework"). The Liquidity Framework enables Capital One to meet its liquidity goal of maintaining a fortified balance sheet that is resilient to uncertainties that may arise because of systemic or idiosyncratic liquidity events. Risk Data and Enabling Technology Risk data and technology provides the basis for risk reporting and is used in decision making and to monitor and review changes to our risk profile. There is a core Governance, Risk Management and Compliance system which is used as the system of record for risks, controls, issues and events for our risk categories and supports the analysis, aggregation and reporting capabilities across the categories. Culture and Talent Management The Framework must be supported with the right culture, talent and skills to enable effective risk management across the Company. Every associate at the Company is responsible for risk management; however, associates with specific risk management skills and expertise within the first, second and third lines of defense are critical to executing appropriate risk management across the enterprise. 79 Capital One Financial Corporation (COF) Risk Categories We apply our Framework to protect the Company from the major categories of risk that we are exposed to through our business activities. Our seven major categories of risk are: Major Categories of Risk Compliance The risk to current or anticipated earnings or capital arising from violations of laws, rules or regulations. Compliance risk can also arise from nonconformance with prescribed practices, internal policies and procedures, contractual obligations or ethical standards that reinforce those laws, rules or regulations Credit The risk to current or projected financial condition and resilience arising from an obligor’s failure to meet the terms of any contract with the Company or otherwise perform as agreed Liquidity The risk that the Company will not be able to meet its future financial obligations as they come due, or invest in future asset growth because of an inability to obtain funds at a reasonable price within a reasonable time Market The risk that an institution’s earnings or the economic value of equity could be adversely impacted by changes in interest rates, foreign exchange rates or other market factors Operational The risk of loss, capital impairment, adverse customer experience or reputational impact resulting from failure to comply with policies and procedures, failed internal processes or systems, or from external events Reputation The risk to market value, recruitment and retention of talented associates and maintenance of a loyal customer base due to the negative perceptions of our internal and external constituents regarding our business strategies and activities Strategic The risk of a material impact on current or anticipated earnings, capital, franchise or enterprise value arising from the Company’s competitive and market position and evolving forces in the industry that can affect that position; lack of responsiveness to these conditions; strategic decisions to change the Company’s scale, market position or operating model; or, failure to appropriately consider implementation risks inherent in the Company’s strategy We provide an overview of how we manage our seven major categories of risk below. Compliance Risk Management We recognize that compliance requirements for financial institutions are increasingly complex and that there are heightened expectations from our regulators and our customers. In response, we continuously evaluate the regulatory environment and proactively adjust our compliance program to fully address these expectations. Our Compliance Management Program establishes expectations for determining compliance requirements, assessing the risk of new product offerings, creating appropriate controls and training to address requirements, monitoring for control performance and independently testing for adherence to compliance requirements. The program also establishes regular compliance reporting to senior business leaders, the executive committee and the Board of Directors. 80 Capital One Financial Corporation (COF) The Chief Compliance Officer is responsible for establishing and overseeing our Compliance Management Program. Business areas incorporate compliance requirements and controls into their business policies, standards, processes and procedures. They regularly monitor and report on the efficacy of their compliance controls and our Corporate Compliance team periodically independently tests to validate the effectiveness of business controls. Credit Risk Management We recognize that we are exposed to cyclical changes in credit quality. Consequently, we try to ensure our credit portfolio is resilient to economic downturns. Our most important tool in this endeavor is sound underwriting. In unsecured consumer loan underwriting, we generally assume that loans will be subject to an environment in which losses are higher than those prevailing at the time of underwriting. In commercial underwriting, we generally require strong cash flow, collateral, covenants, structural enhancements, or and guarantees. In addition to sound underwriting, we continually monitor our portfolio and take steps to collect or work out distressed loans. The Chief Risk Officer, in conjunction with the Consumer and Commercial Chief Credit Officers, is responsible for establishing credit risk policies and procedures, including underwriting and hold guidelines and credit approval authority, and monitoring credit exposure and performance of our lending related transactions. Our Consumer and Commercial Chief Credit Officers are responsible for evaluating the risk implications of credit strategy and the oversight of credit for both the existing portfolio and any new credit investments. They also have formal approval authority for various types and levels of credit decisions, including individual commercial loan transactions. Division Presidents within each segment are responsible for managing the credit risk within their divisions and maintaining processes to control credit risk and comply with credit policies and guidelines. In addition, the Chief Risk Officer establishes policies, delegates approval authority and monitors performance for non-loan credit exposure entered into with financial counterparties or through the purchase of credit sensitive securities in our investment portfolio. Our credit policies establish standards in five areas: customer selection, underwriting, monitoring, remediation and portfolio management. The standards in each area provide a framework comprising specific objectives and control processes. These standards are supported by detailed policies and procedures for each component of the credit process. Starting with customer selection, our goal is to generally provide credit on terms that generate above hurdle returns. We use a number of quantitative and qualitative factors to manage credit risk, including setting credit risk limits and guidelines for each of our lines of business. We monitor performance relative to these guidelines and report results and any required mitigating actions to appropriate senior management committees and our Board of Directors. Liquidity Risk Management We manage liquidity risk by applying our Liquidity Framework. The Liquidity Framework uses internal and regulatory stress testing and the evaluation of other balance sheet metrics to confirm that we maintain a fortified balance sheet that is resilient to uncertainties that may arise as a consequence of systemic, idiosyncratic, or combined liquidity events. We continuously monitor market and economic conditions to evaluate emerging stress conditions and to develop appropriate action plans in accordance with our Contingency Funding Plan and our Recovery Plan, which include the Company’s policies, procedures and action plans for managing liquidity stress events. The Liquidity Framework enables us to manage our liquidity risk in accordance with regulatory requirements. Additionally, the Liquidity Framework establishes governing principles that apply to the management of liquidity risk. We use these principles to monitor, measure and report liquidity risk; to develop funding and investment strategies that enable us to maintain an adequate level of liquidity to support our businesses and satisfy regulatory requirements; and to protect us from a broad range of liquidity events should they arise. The Chief Risk Officer, in conjunction with the Chief Market and Liquidity Risk Officer, is responsible for the establishment of liquidity risk management policies and standards for governance and monitoring of liquidity risk at a corporate level. We assess liquidity strength by evaluating several different balance sheet metrics under severe stress scenarios to ensure we can withstand significant funding degradation through idiosyncratic, systemic, and combined liquidity stress scenarios. Management reports liquidity metrics to appropriate senior management committees and our Board of Directors no less than quarterly. We seek to mitigate liquidity risk strategically and tactically. From a strategic perspective, we have acquired and built deposit gathering businesses and actively monitor our funding concentration. From a tactical perspective, we have accumulated a sizable liquidity reserve comprised of cash and cash equivalents, high-quality, unencumbered securities and committed 81 Capital One Financial Corporation (COF) collateralized credit lines. We also continue to maintain access to secured and unsecured debt markets through regular issuance. This combination of stable and diversified funding sources and our stockpile of liquidity reserves enable us to maintain confidence in our liquidity position. Market Risk Management The Chief Financial Officer and the Chief Risk Officer are responsible for the establishment of market risk management policies and standards for the governance and monitoring of market risk at a corporate level. Market risk is inherent from the financial instruments associated with our business operations and activities including loans, deposits, securities, short-term borrowings, long-term debt and derivatives. We manage market risk exposure, which is principally driven by balance sheet interest rate risk, centrally and establish quantitative risk limits to monitor and control our exposure. We recognize that interest rate and foreign exchange risk is present in our business due to the nature of our assets and liabilities. Banks typically manage the trade-off between near-term earnings volatility and market value volatility by targeting moderate levels of each. In addition to using industry accepted techniques to analyze and measure interest rate and foreign exchange risk, we perform sensitivity analyses to identify our risk exposures under a broad range of scenarios. Investment securities and derivatives are the main levers for the management of interest rate risk. In addition, we also use derivatives to manage our foreign exchange risk. The market risk positions for the Company and each of the Banks are calculated separately and in aggregate, and analyzed against pre-established limits. Results are reported to the Asset Liability Committee monthly and to the Risk Committee of the Board of Directors no less than quarterly. Management is authorized to utilize financial instruments as outlined in our policy to actively manage market risk exposure. Operational Risk Management We recognize the criticality of managing operational risk on both a strategic and day-to-day basis and that there are heightened expectations from our regulators and our customers. We have implemented appropriate operational risk management policies, standards, processes and controls to enable the delivery of high quality and consistent customer experiences and to achieve business objectives in a controlled manner. The Chief Operational Risk Officer is responsible for establishing and overseeing our Operational Risk Management Program. In accordance with Basel III requirements, the program establishes practices for assessing the operational risk profile and executing key control processes for operational risks. These risks include topics such as internal and external fraud, cyber and technology risk, data management, model risk, third party management and business continuity. Operational Risk Management enforces these practices and delivers reporting of operational risk results to senior business leaders, the executive committee and the Board of Directors. Reputation Risk Management We recognize that reputation risk is of particular concern for financial institutions and, increasingly, technology companies, in the current environment. Areas of concern have expanded to include company policies, practices and values and, with the growing use of social and digital platforms, public corporations face a new level of scrutiny and channels for activism and advocacy. The heightened expectations of internal and external stakeholders have made corporate culture, values and conduct pressure points for individuals and advocates voicing concerns or seeking change. We manage both strategic and tactical reputation issues and build our relationships with government officials, media, community and consumer advocates, customers and other constituencies to help strengthen the reputations of both our Company and industry. Our actions include implementing pro-customer practices in our business and serving low to moderate income communities in our market area consistent with a quality bank and an innovative technology leader. The Executive Vice President of External Affairs is responsible for managing our overall reputation risk program. Day-to-day activities are controlled by the frameworks set forth in our Reputation Risk Management Policy and other risk management policies. Strategic Risk Management We monitor external market and industry developments to identify potential areas of strategic opportunity or risk. These items provide input for development of the Company’s strategy led by the Chief Executive Officer and other senior executives. Through the ongoing development and vetting of the corporate strategy, the Chief Risk Officer identifies and assesses risks associated with the strategy across all risk categories and monitors them throughout the year. 82 Capital One Financial Corporation (COF) CREDIT RISK PROFILE Our loan portfolio accounts for the substantial majority of our credit risk exposure. Our lending activities are governed under our credit policy and are subject to independent review and approval. Below we provide information about the composition of our loan portfolio, key concentrations and credit performance metrics. We also engage in certain non-lending activities that may give rise to ongoing credit and counterparty settlement risk, including purchasing securities for our investment securities portfolio, entering into derivative transactions to manage our market risk exposure and to accommodate customers, extending short-term advances on syndication activity including bridge financing transactions we have underwritten, depositing certain operational cash balances in other financial institutions, executing certain foreign exchange transactions and extending customer overdrafts. We provide additional information related to our investment securities portfolio under “MD&A—Consolidated Balance Sheets Analysis—Investment Securities” and credit risk related to derivative transactions in “Note 9—Derivative Instruments and Hedging Activities.” Primary Loan Products We provide a variety of lending products. Our primary loan products include credit cards, auto loans and commercial lending products. We sold all of our consumer home loan portfolio and the related servicing during 2018. • • • Credit cards: We originate both prime and subprime credit cards through a variety of channels. Our credit cards generally have variable interest rates. Credit card accounts are primarily underwritten using an automated underwriting system based on predictive models that we have developed. The underwriting criteria, which are customized for individual products and marketing programs, are established based on an analysis of the net present value of expected revenues, expenses and losses, subject to further analysis using a variety of stress conditions. Underwriting decisions are generally based on credit bureau information, including payment history, debt burden and credit scores, such as FICO scores, and on other factors, such as applicant income. We maintain a credit card securitization program and selectively sell charged-off credit card loans. Auto: We originate both prime and subprime auto loans through a network of auto dealers and direct marketing. Our auto loans generally have fixed interest rates and loan terms of 75 months or less, but can go up to 84 months. Loan size limits are customized by program and are generally less than $75,000. Similar to credit card accounts, the underwriting criteria are customized for individual products and marketing programs and based on analysis of net present value of expected revenues, expenses and losses, and are subject to maintaining resilience under a variety of stress conditions. Underwriting decisions are generally based on an applicant’s income, estimated net disposable income, and credit bureau information including FICO scores, along with collateral characteristics such as loan-to-value (“LTV”) ratio. We maintain an auto securitization program. Commercial: We offer a range of commercial lending products, including loans secured by commercial real estate and loans to middle market commercial and industrial companies. Our commercial loans may have a fixed or variable interest rate; however, the majority of our commercial loans have variable rates. Our underwriting standards require an analysis of the borrower’s financial condition and prospects, as well as an assessment of the industry in which the borrower operates. Where relevant, we evaluate and appraise underlying collateral and guarantees. We maintain underwriting guidelines and limits for major types of borrowers and loan products that specify, where applicable, guidelines for debt service coverage, leverage, LTV ratio and standard covenants and conditions. We assign a risk rating and establish a monitoring schedule for loans based on the risk profile of the borrower, industry segment, source of repayment, the underlying collateral and guarantees, if any, and current market conditions. Although we generally retain the commercial loans we underwrite, we may syndicate positions for risk mitigation purposes, including bridge financing transactions we have underwritten. In addition, we originate and service multifamily commercial real estate loans which are sold to government-sponsored enterprises. 83 Capital One Financial Corporation (COF) Portfolio Composition and Maturity Profile of Loans Held for Investment Our loan portfolio consists of loans held for investment, including loans held in our consolidated trusts, and loans held for sale. The information presented in this section excludes loans held for sale, which totaled $2.7 billion and $400 million as of December 31, 2020 and 2019, respectively. Concurrent with our adoption of the CECL standard in the first quarter of 2020, we reclassified our finance charge and fee reserve to our allowance for credit losses, with a corresponding increase to credit card loans held for investment. Table 16 presents the composition of our portfolio of loans held for investment by portfolio segment as of December 31, 2020 and 2019. Table 16: Portfolio Composition of Loans Held for Investment (Dollars in millions) Credit Card: December 31, 2020 December 31, 2019 Loans % of Total Loans % of Total Domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 98,504 39.1 % $ 118,606 44.6 % International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,452 Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,956 Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Banking:(1) Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,762 3,126 68,888 30,681 45,099 75,780 3.4 42.5 26.2 1.2 27.4 12.2 17.9 30.1 9,630 128,236 60,362 2,703 63,065 30,245 44,263 74,508 3.6 48.2 22.7 1.0 23.7 11.4 16.7 28.1 Total loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 251,624 100.0 % $ 265,809 100.0 % __________ (1) Includes PPP loans of $919 million and $238 million in our retail and commercial loan portfolios, respectively, as of December 31, 2020. See “MD&A— Credit Risk Profile—COVID-19 Customer Assistance Programs and Loan Modifications” for more information. 84 Capital One Financial Corporation (COF) Table 17 presents the maturities of our loans held for investment portfolio as of December 31, 2020. Table 17: Loan Maturity Schedule (Dollars in millions) Fixed rate: December 31, 2020 Due Up to 1 Year > 1 Year to 5 Years > 5 Years Total Credit card(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total fixed-rate loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 646 $ 11,294 — $ 11,940 711 1,370 2,727 40,176 $ 27,263 5,414 56,884 8,444 35,707 68,150 15,228 95,318 Variable rate: Credit card(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95,015 711 Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,006 Total variable-rate loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 109,732 1 22 38,299 38,322 — 5 95,016 738 8,247 60,552 8,252 156,306 Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 112,459 $ 95,206 $ 43,959 $ 251,624 __________ (1) Due to the revolving nature of credit card loans, we report the majority of our variable-rate credit card loans as due in one year or less. We report fixed- rate credit card loans with introductory rates that expire after a certain period of time as due in one year or less. We assume that the rest of our remaining fixed-rate credit card loans will mature within one to three years. Geographic Composition We market our credit card products throughout the United States, Canada and the United Kingdom. Our credit card loan portfolio is geographically diversified due to our product and marketing approach. The table below presents the geographic profile of our credit card loan portfolio as of December 31, 2020 and 2019. Table 18: Credit Card Portfolio by Geographic Region (Dollars in millions) Domestic credit card: December 31, 2020 December 31, 2019 Amount % of Total Amount % of Total California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Georgia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Michigan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . International card businesses: Canada . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total international card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9,943 8,090 6,910 6,327 4,158 4,149 3,645 3,179 3,046 3,010 46,047 98,504 5,728 2,724 8,452 9.3 % $ 12,538 9.8 % 7.6 6.5 5.9 3.9 3.9 3.4 3.0 2.8 2.8 43.0 92.1 5.4 2.5 7.9 9,353 8,093 7,941 4,979 5,195 4,388 3,915 3,553 3,811 54,840 118,606 6,493 3,137 9,630 7.3 6.3 6.2 3.9 4.1 3.4 3.1 2.8 3.0 42.6 92.5 5.1 2.4 7.5 Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 106,956 100.0 % $ 128,236 100.0 % 85 Capital One Financial Corporation (COF) Our auto loan portfolio is geographically diversified in the United States due to our product and marketing approach. Retail banking includes small business loans and other consumer lending products originated through our branch network. The table below presents the geographic profile of our auto loan and retail banking portfolios as of December 31, 2020 and 2019. Table 19: Consumer Banking Portfolio by Geographic Region (Dollars in millions) Auto: December 31, 2020 December 31, 2019 Amount % of Total Amount % of Total Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ California . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Georgia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ohio . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Illinois . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . North Carolina . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking: 8,207 7,573 5,544 2,989 2,770 2,569 2,431 2,280 31,399 65,762 New York . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,081 Louisiana . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Texas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maryland . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . New Jersey . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Virginia . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 634 576 224 222 179 210 Total retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,126 11.9 % $ 11.0 8.1 4.3 4.0 3.7 3.5 3.3 45.7 95.5 1.6 0.9 0.8 0.3 0.3 0.3 0.3 4.5 7,675 6,918 5,013 2,757 2,652 2,334 2,239 2,060 28,714 60,362 793 708 595 155 194 125 133 2,703 12.2 % 11.0 7.9 4.4 4.2 3.7 3.6 3.3 45.4 95.7 1.3 1.1 1.0 0.2 0.3 0.2 0.2 4.3 Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 68,888 100.0 % $ 63,065 100.0 % We originate commercial loans in most regions of the United States. The table below presents the geographic profile of our commercial loan portfolio by segment as of December 31, 2020 and 2019. Table 20: Commercial Banking Portfolio by Geographic Region Commercial and Multifamily Real Estate % of Total Commercial and Industrial % of Total Total Commercial Banking % of Total December 31, 2020 (Dollars in millions) Geographic concentration:(1) Northeast . . . . . . . . . . . . . . . $ 17,306 56.4 % $ Mid-Atlantic . . . . . . . . . . . . . South . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . 3,006 4,134 6,235 9.8 13.5 20.3 Total . . . . . . . . . . . . . . . . . . . . . $ 30,681 100.0 % $ 8,995 6,228 14,974 14,902 45,099 20.0 % $ 13.8 33.2 33.0 100.0 % $ 26,301 9,234 19,108 21,137 75,780 34.7 % 12.2 25.2 27.9 100.0 % 86 Capital One Financial Corporation (COF) Commercial and Multifamily Real Estate $ $ 17,139 3,024 4,087 5,995 30,245 December 31, 2019 % of Total Commercial and Industrial % of Total Total Commercial Banking % of Total 56.7 % $ 10.0 13.5 19.8 100.0 % $ 7,899 5,927 16,403 14,034 44,263 17.8 % $ 13.4 37.1 31.7 100.0 % $ 25,038 8,951 20,490 20,029 74,508 33.6 % 12.0 27.5 26.9 100.0 % (Dollars in millions) Geographic concentration:(1) Northeast . . . . . . . . . . . . . . . Mid-Atlantic . . . . . . . . . . . . . South . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . __________ (1) Geographic concentration is generally determined by the location of the borrower’s business or the location of the collateral associated with the loan. Northeast consists of CT, MA, ME, NH, NJ, NY, PA and VT. Mid-Atlantic consists of DC, DE, MD, VA and WV. South consists of AL, AR, FL, GA, KY, LA, MO, MS, NC, SC, TN and TX. Commercial Loans by Industry Table 21 summarizes our commercial loans held for investment portfolio by industry classification as of December 31, 2020 and 2019. Industry classifications below are based on our interpretation of the North American Industry Classification System codes as they pertain to each individual loan. Table 21: Commercial Loans by Industry (Percentage of portfolio) Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Finance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Healthcare . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Business services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Educational services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Public administration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Oil and gas . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail trade . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction and land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2020 December 31, 2019 39 % 17 11 6 5 4 3 3 3 9 39 % 16 12 6 4 4 5 4 2 8 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100 % 100 % 87 Capital One Financial Corporation (COF) Credit Risk Measurement We closely monitor economic conditions and loan performance trends to assess and manage our exposure to credit risk. Trends in delinquency rates are the key credit quality indicator for our credit card and retail banking loan portfolios as changes in delinquency rates can provide an early warning of changes in potential future credit losses. The key indicator we monitor when assessing the credit quality and risk of our auto loan portfolio is borrower credit scores as they provide insight into borrower risk profiles, which give indications of potential future credit losses. The key credit quality indicator for our commercial loan portfolios is our internal risk ratings as we generally classify loans that have been delinquent for an extended period of time and other loans with significant risk of loss as nonperforming. In addition to these credit quality indicators, we also manage and monitor other credit quality metrics such as level of nonperforming loans and net charge-off rates. We underwrite most consumer loans using proprietary models, which typically include credit bureau data, such as borrower credit scores, application information and, where applicable, collateral and deal structure data. We continuously adjust our management of credit lines and collection strategies based on customer behavior and risk profile changes. We also use borrower credit scores for subprime classification, for competitive benchmarking and, in some cases, to drive product segmentation decisions. Table 22 provides details on the credit scores of our domestic credit card and auto loan portfolios as of December 31, 2020 and 2019. Table 22: Credit Score Distribution (Percentage of portfolio) Domestic credit card—Refreshed FICO scores:(1) December 31, 2020 December 31, 2019 Greater than 660 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 660 or below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Auto—At origination FICO scores:(2) Greater than 660 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 621 - 660 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 620 or below . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 % 31 100 % 46 % 20 34 100 % 67 % 33 100 % 48 % 20 32 100 % __________ (1) Percentages represent period-end loans held for investment in each credit score category. Domestic card credit scores generally represent FICO scores. These scores are obtained from one of the major credit bureaus at origination and are refreshed monthly thereafter. We approximate non-FICO credit scores to comparable FICO scores for consistency purposes. Balances for which no credit score is available or the credit score is invalid are included in the 660 or below category. (2) Percentages represent period-end loans held for investment in each credit score category. Auto credit scores generally represent average FICO scores obtained from three credit bureaus at the time of application and are not refreshed thereafter. Balances for which no credit score is available or the credit score is invalid are included in the 620 or below category. We present information in the section below on the credit performance of our loan portfolio, including the key metrics we use in tracking changes in the credit quality of our loan portfolio. See “Note 3—Loans” for additional credit quality information and see “Note 1—Summary of Significant Accounting Policies” for information on our accounting policies for delinquent and nonperforming loans, charge-offs and TDRs for each of our loan categories. Delinquency Rates We consider the entire balance of an account to be delinquent if the minimum required payment is not received by the customer’s due date, measured at each balance sheet date. Our 30+ day delinquency metrics include all loans held for investment that are 30 or more days past due, whereas our 30+ day performing delinquency metrics include loans that are 30 or more days past due but are currently classified as performing and accruing interest. The 30+ day delinquency and 30+ day performing delinquency metrics are the same for domestic credit card loans, as we continue to classify these loans as performing until the account is charged off, typically when the account is 180 days past due. See “Note 1—Summary of Significant Accounting Policies” for information on our policies for classifying loans as nonperforming for each of our loan categories. We provide additional information on our credit quality metrics in “MD&A—Business Segment Financial 88 Capital One Financial Corporation (COF) Performance.” Amounts as of December 31, 2020 include the impacts of COVID-19 customer assistance programs where applicable. See “MD&A—Credit Risk Profile—COVID-19 Customer Assistance Programs and Loan Modifications” for more information. Table 23 presents our 30+ day performing delinquency rates and 30+ day delinquency rates of our portfolio of loans held for investment, by portfolio segment, as of December 31, 2020 and 2019. Table 23: 30+ Day Delinquencies (Dollars in millions) Credit Card: December 31, 2020 December 31, 2019 30+ Day Performing Delinquencies 30+ Day Delinquencies 30+ Day Performing Delinquencies 30+ Day Delinquencies Amount Rate(1) Amount Rate(1) Amount Rate(1) Amount Rate(1) Domestic credit card . . . . . . . . . . . . . . . . . . . . . . $ 2,388 2.42 % $ 2,388 2.42 % $ 4,656 3.93 % $ 4,656 3.93 % International card businesses . . . . . . . . . . . . . . . . 221 Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,609 Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,140 Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Total consumer banking . . . . . . . . . . . . . . . . . . . . . . 3,181 Commercial Banking: Commercial and multifamily real estate . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . . . . 202 84 286 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,076 2.61 2.44 4.78 1.32 4.62 0.66 0.19 0.38 2.41 234 2,622 2.77 2.45 335 4,991 3.47 3.89 353 5,009 3.66 3.91 3,381 62 3,443 341 158 499 $ 6,564 5.14 1.99 5.00 1.11 0.35 0.66 2.61 4,154 28 4,182 63 101 164 $ 9,337 6.88 1.02 6.63 0.21 0.23 0.22 3.51 4,584 43 4,627 67 244 311 $ 9,947 7.59 1.59 7.34 0.22 0.55 0.42 3.74 __________ (1) Delinquency rates are calculated by dividing delinquency amounts by period-end loans held for investment for each specified loan category. Table 24 presents our 30+ day delinquent loans, by aging and geography, as of December 31, 2020 and 2019. Table 24: Aging and Geography of 30+ Day Delinquent Loans (Dollars in millions) Delinquency status: December 31, 2020 December 31, 2019 Amount Rate(1) Amount Rate(1) 30 – 59 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 60 – 89 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . > 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Geographic region: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,330 1,485 1,749 6,564 6,330 234 6,564 1.32 % $ 0.59 0.70 2.61 % $ 2.52 % $ 0.09 2.61 % $ 4,444 2,537 2,966 9,947 9,594 353 9,947 1.67 % 0.95 1.12 3.74 % 3.61 % 0.13 3.74 % __________ (1) Delinquency rates are calculated by dividing delinquency amounts by total period-end loans held for investment. 89 Capital One Financial Corporation (COF) Table 25 summarizes loans that were 90+ days delinquent as to interest or principal, and still accruing interest as of December 31, 2020 and 2019. These loans consist primarily of credit card accounts between 90 days and 179 days past due. As permitted by regulatory guidance issued by the Federal Financial Institutions Examination Council, we continue to accrue interest and fees on domestic credit card loans through the date of charge off, which is typically in the period the account becomes 180 days past due. Table 25: 90+ Day Delinquent Loans Accruing Interest (Dollars in millions) Loan category: December 31, 2020 December 31, 2019 Amount Rate(1) Amount Rate(1) Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,251 1.17 % $ 2,407 1.88 % Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,302 0.07 0.52 — $ 2,407 Geographic region: Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,220 82 1,302 0.50 % $ 0.97 0.52 $ 2,277 130 2,407 — 0.91 0.89 % 1.34 0.91 __________ (1) Delinquency rates are calculated by dividing delinquency amounts by period-end loans held for investment for each specified loan category. Nonperforming Loans and Nonperforming Assets Nonperforming assets consist of nonperforming loans, repossessed assets and other foreclosed assets. Nonperforming loans include loans that have been placed on nonaccrual status. See “Note 1—Summary of Significant Accounting Policies” for information on our policies for classifying loans as nonperforming for each of our loan categories. Table 26 presents our nonperforming loans, by portfolio segment, and other nonperforming assets as of December 31, 2020 and 2019. We do not classify loans held for sale as nonperforming. We provide additional information on our credit quality metrics in “MD&A—Business Segment Financial Performance.” Table 26: Nonperforming Loans and Other Nonperforming Assets(1) (Dollars in millions) Nonperforming loans held for investment:(2) Credit Card: December 31, 2020 December 31, 2019 Amount Rate Amount Rate International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Banking: Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total nonperforming loans held for investment(3) . . . . . . . . . . . . . . . . . . . . . . . . . Other nonperforming assets(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total nonperforming assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 21 21 294 30 324 200 450 650 995 45 1,040 0.24 % $ 0.02 0.45 0.96 0.47 0.65 1.00 0.86 0.40 0.01 0.41 $ $ 25 25 487 23 510 38 410 448 983 63 1,046 0.26 % 0.02 0.81 0.87 0.81 0.12 0.93 0.60 0.37 0.02 0.39 __________ (1) We recognized interest income for loans classified as nonperforming of $39 million and $63 million in 2020 and 2019, respectively. Interest income foregone related to nonperforming loans was $49 million and $60 million in 2020 and 2019, respectively. Foregone interest income represents the amount 90 Capital One Financial Corporation (COF) of interest income in excess of recognized interest income that would have been recorded during the period for nonperforming loans as of the end of the period had the loans performed according to their contractual terms. Nonperforming loan rates are calculated based on nonperforming loans for each category divided by period-end total loans held for investment for each respective category. Excluding the impact of domestic credit card loans, nonperforming loans as a percentage of total loans held for investment was 0.65% and 0.67% as of December 31, 2020 and 2019, respectively. The denominators used in calculating nonperforming asset rates consist of total loans held for investment and other nonperforming assets. (2) (3) (4) Net Charge-Offs Net charge-offs consist of the amortized cost basis, excluding accrued interest, of loans held for investment that we determine to be uncollectible, net of recovered amounts. We charge off loans as a reduction to the allowance for credit losses when we determine the loan is uncollectible and record subsequent recoveries of previously charged off amounts as increases to the allowance for credit losses. Uncollectible finance charges and fees are reversed through revenue and certain fraud losses are recorded in other non-interest expense. Generally, costs to recover charged-off loans are recorded as collection expenses as incurred and included in our consolidated statements of income as a component of other non-interest expense. Our charge-off policy for loans varies based on the loan type. See “Note 1—Summary of Significant Accounting Policies” for information on our charge-off policy for each of our loan categories. Table 27 presents our net charge-off amounts and rates, by portfolio segment, in 2020, 2019 and 2018. Table 27: Net Charge-Offs (Recoveries) (Dollars in millions) Credit Card: Year Ended December 31, 2020 2019 2018 Amount Rate(1) Amount Rate(1) Amount Rate(1) Domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,002 3.93 % $ 4,818 4.58 % $ 4,782 4.74 % International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Home Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 268 4,270 522 56 — 3.26 3.88 0.83 1.82 — Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 578 0.87 Commercial Banking: Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 336 377 — 0.13 0.73 0.49 — 331 5,149 876 71 — 947 1 155 156 — 3.71 4.51 1.51 2.57 — 1.56 — 0.36 0.22 — 287 5,069 912 70 3.19 4.62 1.64 2.26 (1) (0.02) 981 1.51 2 54 56 6 0.01 0.14 0.08 34.09 Total net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,225 2.06 $ 6,252 2.53 $ 6,112 2.52 Average loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 253,335 $ 247,450 $ 242,118 __________ (1) Net charge-off (recovery) rates are calculated by dividing net charge-offs (recoveries) by average loans held for investment for the period for each loan category. 91 Capital One Financial Corporation (COF) COVID-19 Customer Assistance Programs and Loan Modifications In response to the COVID-19 pandemic, the Federal Banking Agencies supported banking organizations that are taking actions to assist customers in a prudent, safe and sound manner, including through loan modifications. As part of our response to the COVID-19 pandemic, we began offering programs to accommodate customer hardship across our lines of business in the first quarter of 2020, with the largest programs offered to our Auto and Domestic Card customers. Our COVID-19 programs were designed to be short-term accommodations so that we could provide our customers with prompt relief. Information about the customer accommodation programs we offered during 2020 is below, along with the impacts of enrollment on accrual and delinquency status. Additional guidance issued by the Federal Banking Agencies and contained in the CARES Act provides banking organizations with TDR relief for modifications of current borrowers impacted by the COVID-19 pandemic. In adherence with the guidance, we assessed all loan modifications introduced to current borrowers in response to the COVID-19 pandemic through December 31, 2020, that would have been designated as TDRs under our existing policies, and followed guidance that any such eligible loan modifications made on a temporary and good faith basis are not considered TDRs. Through December 31, 2020, approximately 80% of enrollments in our customer accommodation programs have been for only 1-2 months, which would generally not have resulted in TDR classification under our existing policies as the concession granted was insignificant. We consider the impact of all loan modifications, including those offered via our COVID-19 programs, when estimating the credit quality of our loan portfolio and establishing allowance levels. For our Commercial Banking customers, enrollment in a customer assistance program is also considered in the assignment of an internal risk rating. Auto Customer Assistance Program Within our auto business, we generally offered customers a 1-2 month payment extension, with an option to renew, and fee waivers. Auto loans enrolled in short-term payment extensions continue to accrue interest. The contractual term of the loan is extended by the length of the short-term payment extension and the delinquency status is updated to reflect the revised terms of the loan. For customers that were delinquent at the time of enrollment, their delinquency status is reduced commensurate with the length of the short-term payment extension. For most of 2020, relief was limited to a maximum of six monthly payments. In December 2020, the limit was reduced to a maximum of four monthly payments when temporary payment reduction programs were made available to customers. Through December 31, 2020, a total of 17.8% of accounts representing $12.3 billion of loans outstanding have received a short- term payment extension at any time through this program (including those who are no longer enrolled). Approximately 73% of these customers were current at the time of their first enrollment. As of December 31, 2020, approximately 0.6% of accounts, representing $437 million of loans outstanding, were enrolled and had been approved to skip their upcoming payment. Approximately 81% of total cumulative enrollments, representing $10.3 billion of loans outstanding, were current as of December 31, 2020. Domestic Card Customer Assistance Program Within our domestic credit card business, customers were offered a one-month payment deferral, with the option to renew, and fee waivers. Card loans enrolled in the deferral program continue to accrue interest. Their delinquency status was generally frozen at the time of enrollment and, upon exiting the program, resumed the delinquency status at the time of enrollment. Through December 31, 2020, excluding certain retail partnership portfolios, a total of 2.9% of active accounts representing $3.9 billion of loans outstanding have received a payment deferral at any time through this program (including those who are no longer enrolled as of December 31, 2020). Approximately 91% of these customers were current at the time of their first enrollment. As of December 31, 2020, approximately 0.1% of active accounts, representing $135 million of loans outstanding, were enrolled and had been approved to skip their upcoming payment. Approximately 83% of total cumulative enrollments, representing $3.1 billion of loans outstanding, were current as of December 31, 2020. Temporary Payment Reduction Programs As the COVID-19 pandemic has progressed, we have continued to work with customers to understand their needs. In response to those efforts, temporary payment reduction programs, ranging from 6-9 months, were made available to auto and domestic card customers in the fourth quarter of 2020. As of December 31, 2020, less than 0.1% of accounts were enrolled in these programs. 92 Capital One Financial Corporation (COF) Other Customer Assistance Programs While the vast majority of enrollments were in our auto and domestic card business, hardship accommodations were also made available to our international credit card, small business banking, and commercial banking customers. For our commercial banking customers, our offerings are more customized, but generally include short-term payment deferrals. We also offered PPP loans to our eligible small business banking and commercial banking clients. Troubled Debt Restructurings As part of our loss mitigation efforts, we may provide short-term (three to twelve months) or long-term (greater than twelve months) modifications to a borrower experiencing financial difficulty to improve long-term collectability of the loan and to avoid the need for repossession or foreclosure of collateral. Table 28 presents our amortized cost of loans modified in TDRs as of December 31, 2020 and 2019, which excludes loan modifications that do not meet the definition of a TDR and loans that received relief under the guidance issued by the Federal Banking Agencies and contained in the CARES Act in response to the COVID-19 pandemic. Table 28: Troubled Debt Restructurings (Dollars in millions) Credit Card: December 31, 2020 December 31, 2019 Amount % of Total Modifications Amount % of Total Modifications Domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 511 217 728 615 18 633 723 24.5 % $ 10.4 34.9 29.5 0.9 30.4 34.7 630 201 831 346 24 370 451 38.1 % 12.2 50.3 20.9 1.5 22.4 27.3 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,084 100.0 % $ 1,652 100.0 % Status of TDRs: Performing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Nonperforming . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,718 366 2,084 82.4 % $ 17.6 100.0 % $ 1,347 305 1,652 81.5 % 18.5 100.0 % In our Credit Card business, the majority of our credit card loans modified in TDRs involve reducing the interest rate on the account and placing the customer on a fixed payment plan not exceeding 60 months. The effective interest rate in effect immediately prior to the loan modification is used as the effective interest rate for purposes of measuring impairment using the present value of expected cash flows. If the customer does not comply with the modified payment terms, then the credit card loan agreement may revert to its original payment terms, generally resulting in any loan outstanding reflected in the appropriate delinquency category and charged off in accordance with our standard charge-off policy. In our Consumer Banking business, the majority of our loans modified in TDRs receive an extension, an interest rate reduction or principal reduction, or a combination of these concessions. In addition, TDRs also occur in connection with bankruptcy of the borrower. In certain bankruptcy discharges, the loan is written down to the collateral value and the charged off amount is reported as principal reduction. Impairment is determined using the present value of expected cash flows or a collateral evaluation for certain auto loans where the collateral value is lower than the amortized cost. In our Commercial Banking business, the majority of loans modified in TDRs receive an extension, with a portion of these loans receiving an interest rate reduction or a gross balance reduction. The impairment on modified commercial loans is generally determined based on the underlying collateral value. We provide additional information on modified loans accounted for as TDRs, including the performance of those loans 93 Capital One Financial Corporation (COF) subsequent to modification, in “Note 3—Loans.” Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Our allowance for credit losses represents management’s current estimate of expected credit losses over the contractual terms of our loans held for investment as of each balance sheet date. Expected recoveries of amounts previously charged off or expected to be charged off are recognized within the allowance. We also estimate expected credit losses related to unfunded lending commitments that are not unconditionally cancellable. The provision for losses on unfunded lending commitments is included in the provision for credit losses in our consolidated statements of income and the related reserve for unfunded lending commitments is included in other liabilities on our consolidated balance sheets. We provide additional information on the methodologies and key assumptions used in determining our allowance for credit losses in “Note 1—Summary of Significant Accounting Policies.” Table 29 presents changes in our allowance for credit losses and reserve for unfunded lending commitments for 2020 and 2019, and details by portfolio segment for the provision for credit losses, charge-offs and recoveries. The cumulative effects from the adoption of the CECL standard and the change to include our finance charge and fee reserve in the allowance for credit losses are included in Table 29 and Table 30 below. 94 Capital One Financial Corporation (COF) Table 29: Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity (Dollars in millions) Allowance for loan and lease losses: Credit Card Consumer Banking Domestic Card International Card Businesses Total Credit Card Auto Retail Banking Total Consumer Banking Commercial Banking Total Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . $ 5,144 $ 391 $ 5,535 $ 990 $ 58 $ 1,048 $ 637 $ 7,220 Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan and lease losses . . . . . . . . . . . . . . . . . . . . . . Allowance build (release) for loan and lease losses . . . . . . . . . Other changes(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . Reserve for unfunded lending commitments: (6,189) 1,371 (4,818) 4,671 (147) — (522) (6,711) (1,829) 191 1,562 953 (331) (5,149) (876) 321 4,992 870 (157) (6) (10) 17 (88) 17 (71) 67 (4) (1,917) (181) (8,809) 970 (947) 937 (10) — 25 2,557 (156) (6,252) 294 138 — 6,223 (29) 17 17 — — 4,997 398 5,395 984 54 1,038 775 7,208 Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . Provision for losses on unfunded lending commitments . . . . . Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . — — — — — — — — — — — — 4 1 5 4 1 5 118 12 130 122 13 135 Combined allowance and reserve as of December 31, 2019 $ 4,997 $ 398 $ 5,395 $ 984 $ 59 $ 1,043 $ 905 $ 7,343 Allowance for credit losses: Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . Cumulative effects from adoption of the CECL standard . . . . . Finance charge and fee reserve reclassification(3) . . . . . . . . . . . Balance as of January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance build for credit losses . . . . . . . . . . . . . . . . . . . . . . . Other changes(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . Reserve for unfunded lending commitments: Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . Cumulative effects from adoption of the CECL standard . . . . . Balance as of January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for losses on unfunded lending commitments . . . . . Balance as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . Combined allowance and reserve as of December 31, 2020 __________ (1) $ 4,997 $ 2,237 439 7,673 (5,318) 1,316 (4,002) 6,979 2,977 — 54 $ 25 — 398 $ 5,395 $ 984 $ 4 23 2,241 462 477 — 425 8,098 1,461 (431) (5,749) (1,464) 163 1,479 942 (268) (4,270) (522) 348 7,327 1,676 3,057 1,154 80 36 79 (70) 14 (56) 77 21 36 — — 10,650 541 11,191 2,615 100 — — — — — — — — — — $ 10,650 $ 541 — — — — 5 (5) — — — — — — — — $ 11,191 $ 2,615 $ 100 $ — 1,038 $ 502 — 1,540 (1,534) 956 (578) 1,753 1,175 — 2,715 5 (5) — — 775 $ 7,208 2,845 102 462 — 877 10,515 (394) (7,677) 17 2,452 (377) (5,225) 1,158 10,238 781 5,013 — 36 1,658 15,564 130 42 172 23 135 37 172 23 — 2,715 $ 195 195 1,853 $ 15,759 The amount and timing of recoveries are impacted by our collection strategies, which are based on customer behavior and risk profile and include direct customer communications, repossession of collateral, the periodic sale of charged off loans as well as additional strategies, such as litigation. (2) (3) Represents foreign currency translation adjustments. Concurrent with our adoption of the CECL standard in the first quarter of 2020, we reclassified our finance charge and fee reserve to our allowance for credit losses, with a corresponding increase to credit card loans held for investment. 95 Capital One Financial Corporation (COF) Allowance coverage ratios are calculated based on the allowance for credit losses for each specified portfolio segment divided by period-end loans held for investment within the specified loan category, as defined below. Table 30 presents the allowance coverage ratios as of December 31, 2020 and 2019. Table 30: Allowance Coverage Ratios December 31, 2020 December 31, 2019 (Dollars in millions) Credit Card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for Credit Losses Amount(1) 2,622 Allowance Coverage Ratio Allowance for Loan and Lease Losses $ 11,191 $ 426.80 % $ 5,395 $ Amount(1) 5,009 Allowance Coverage Ratio 107.70 % 2,715 1,658 3,443 78.85 650 254.97 1,038 775 4,627 22.42 448 173.20 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,564 251,624 6.19 $ 7,208 265,809 2.71 __________ (1) Represents period-end 30+ day delinquent loans for our credit card and consumer banking loan portfolios, nonperforming loans for our commercial banking loan portfolio and total loans held for investment for the total ratio. Our allowance for credit losses increased by $8.4 billion to $15.6 billion, and our allowance coverage ratio increased by 348 basis points to 6.19% as of December 31, 2020 from 2019, driven by the allowance builds in the first and second quarters of 2020 from expectations of economic worsening as a result of the COVID-19 pandemic as well as the adoption of the CECL standard in the first quarter of 2020. LIQUIDITY RISK PROFILE We have established liquidity practices that are intended to ensure that we have sufficient asset-based liquidity to cover our funding requirements and maintain adequate reserves to withstand the potential impact of deposit attrition or diminished liquidity in the funding markets. In addition to our cash and cash equivalents, we maintain reserves in the form of investment securities and certain loans that are either readily-marketable or pledgeable. Table 31 below presents the composition of our liquidity reserves as of December 31, 2020 and 2019. Table 31: Liquidity Reserves (Dollars in millions) Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment securities available for sale, at fair value . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FHLB borrowing capacity secured by loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding FHLB advances and letters of credit secured by loans . . . . . . . . . . . . . . . . . . . . . . . Investment securities encumbered for Public Funds and others . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 40,509 $ 100,445 10,162 (72) (7,052) Total liquidity reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 143,992 $ 13,407 79,213 10,835 (7,210) (5,688) 90,557 December 31, 2020 December 31, 2019 Our liquidity reserves increased by $53.4 billion to $144.0 billion as of December 31, 2020 from December 31, 2019 primarily driven by increases in our cash balances from deposit growth and in our investment securities. See “MD&A—Risk Management” for additional information on our management of liquidity risk. Liquidity Coverage Ratio We are subject to the LCR Rule as implemented by the Federal Reserve and OCC. The LCR Rule requires us to calculate our LCR daily. It also requires the Company to publicly disclose, on a quarterly basis, its LCR, certain related quantitative liquidity metrics, and a qualitative discussion of its LCR. Our average LCR during the fourth quarter of 2020 was 145%, which exceeded the LCR Rule requirement of 100%. The calculation and the underlying components are based on our interpretations, expectations and assumptions of relevant regulations, as well as interpretations provided by our regulators, and are subject to change based on changes to future regulations and interpretations. See “Part I—Item 1. Business—Supervision and Regulation” for additional information. 96 Capital One Financial Corporation (COF) Borrowing Capacity We maintain a shelf registration with the SEC so that we may periodically offer and sell an indeterminate aggregate amount of senior or subordinated debt securities, preferred stock, depositary shares, common stock, purchase contracts, warrants and units. There is no limit under this shelf registration to the amount or number of such securities that we may offer and sell, subject to market conditions. In addition, we also maintain a shelf registration that allows us to periodically offer and sell up to $25 billion of securitized debt obligations from our credit card loan securitization trust and a shelf registration that allows us to periodically offer and sell up to $20 billion from our auto loan securitization trusts. In addition to our issuance capacity under the shelf registration statements, we also have access to FHLB advances and the Federal Reserve Discount Window. The ability to borrow utilizing these sources is based on membership status and the amount is dependent upon the Banks’ ability to post collateral. As of December 31, 2020, we pledged both loans and securities to the FHLB to secure a maximum borrowing capacity of $19.6 billion, of which only $72 million was used. Our FHLB membership is supported by our investment in FHLB stock of $30 million and $328 million as of December 31, 2020 and 2019, respectively, which was determined in part based on our outstanding advances. As of December 31, 2020, we pledged loans to secure a borrowing capacity of $20.0 billion under the Federal Reserve Discount Window. Our membership with the Federal Reserve is supported by our investment in Federal Reserve stock, which totaled $1.3 billion as of both December 31, 2020 and 2019. Funding Our primary source of funding comes from deposits, as they are a stable and relatively low cost source of funding. In addition to deposits, we raise funding through the issuance of senior and subordinated notes and securitized debt obligations, federal funds purchased, securities loaned or sold under agreements to repurchase and FHLB advances secured by certain portions of our loan and securities portfolios. A key objective in our use of these markets is to maintain access to a diversified mix of wholesale funding sources. See “MD&A—Consolidated Balance Sheets Analysis—Funding Sources Composition” for additional information on our primary sources of funding. Deposits Table 32 provides a comparison of average balances, interest expense and average deposit interest rates for the years ended December 31, 2020, 2019 and 2018. Table 32: Deposits Composition and Average Deposit Interest Rates 2020 2019 2018 Year Ended December 31, (Dollars in millions) Interest-bearing checking accounts(1) Saving deposits(2) . . . . . . . . . . . . . . . . Time deposits less than $100,000 . . . Average Interest Balance Expense $ 37,136 $ 129 184,466 1,278 26,253 522 Total interest-bearing core deposits 247,855 1,929 Time deposits of $100,000 or more . 15,424 236 Foreign deposits . . . . . . . . . . . . . . . . — — Average Deposit Interest Average Interest Rate Balance Expense 0.35% $ 34,343 $ 289 0.69 154,910 2,048 1.99 0.78 1.53 — 27,202 746 216,455 3,083 15,154 337 — — Total interest-bearing deposits . . . . . __________ (1) Includes negotiable order of withdrawal accounts. $ 263,279 $ 2,165 0.82 $ 231,609 $ 3,420 Average Deposit Interest Average Interest Rate Balance Expense 0.84% $ 38,843 $ 245 1.32 149,443 1,603 2.74 1.42 2.22 — 1.48 25,535 606 213,821 2,454 7,672 267 143 1 $ 221,760 $ 2,598 Average Deposit Interest Rate 0.63% 1.07 2.37 1.15 1.87 0.41 1.17 (2) Includes money market deposit accounts. 97 Capital One Financial Corporation (COF) The FDIC limits the acceptance of brokered deposits to well-capitalized insured depository institutions and, with a waiver from the FDIC, to adequately-capitalized institutions. COBNA and CONA were well-capitalized, as defined under the federal banking regulatory guidelines, as of December 31, 2020 and 2019, respectively. See “Part I—Item 1. Business—Supervision and Regulation” for additional information. We provide additional information on the composition of deposits in “MD&A— Consolidated Balance Sheets Analysis—Funding Sources Composition” and in “Note 8—Deposits and Borrowings.” Table 33 presents the contractual maturities of large-denomination domestic time deposits of $100,000 or more as of December 31, 2020 and 2019. Our funding and liquidity management activities factor into the expected maturities of these deposits. Table 33: Maturities of Large-Denomination Domestic Time Deposits—$100,000 or More (Dollars in millions) December 31, 2020 2019 Amount % of Total Amount % of Total Up to three months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,285 37.3 % $ 3,801 21.8 % > 3 months to 6 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . > 6 months to 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . > 12 months . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,924 2,106 2,167 25.5 18.3 18.9 3,953 6,139 3,564 22.6 35.2 20.4 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,482 100.0 % $ 17,457 100.0 % Short-Term Borrowings and Long-Term Debt We access the capital markets to meet our funding needs through the issuance of senior and subordinated notes, securitized debt obligations and federal funds purchased and securities loaned or sold under agreements to repurchase. In addition, we may utilize short-term and long-term FHLB advances secured by certain of our investment securities, multifamily real estate loans and commercial real estate loans. Our short-term borrowings include those borrowings with an original contractual maturity of one year or less and do not include the current portion of long-term debt. The short-term borrowings, which consist of short-term FHLB advances and federal funds purchased, securities loaned or sold under agreements to repurchase, decreased by $6.6 billion to $668 million as of December 31, 2020 from December 31, 2019 driven by maturities of our short-term FHLB advances. Our long-term debt, which primarily consists of securitized debt obligations and senior and subordinated notes, decreased by $8.5 billion to $39.9 billion as of December 31, 2020 from December 31, 2019 primarily due to the repurchase of a portion of our senior unsecured debt and net maturities in our credit card securitization program. We provide more information on our securitization activity in “Note 5—Variable Interest Entities and Securitizations.” The following table summarizes issuances of securitized debt obligations, senior and subordinated notes and FHLB advances and their respective maturities or redemptions for the years ended December 31, 2020, 2019 and 2018. Table 34: Long-Term Funding (Dollars in millions) Securitized debt obligations . . . . . . . . . . . . . . . Issuances Year Ended December 31, Maturities/Redemptions Year Ended December 31, 2020 2019 2018 2020 2019 2018 $ 1,250 $ 6,673 $ 1,000 $ 6,868 $ 7,285 $ Senior and subordinated notes . . . . . . . . . . . . . FHLB advances . . . . . . . . . . . . . . . . . . . . . . . . 4,000 — 4,161 — 5,250 750 8,092 — 5,344 251 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,250 $ 10,834 $ 7,000 $ 14,960 $ 12,880 $ 16,836 98 Capital One Financial Corporation (COF) 2,673 5,055 9,108 Credit Ratings Our credit ratings impact our ability to access capital markets and our borrowing costs. Rating agencies base their ratings on numerous factors, including liquidity, capital adequacy, asset quality, quality of earnings and the probability of systemic support. Significant changes in these factors could result in different ratings. Table 35 provides a summary of the credit ratings for the senior unsecured long-term debt of Capital One Financial Corporation, COBNA and CONA as of December 31, 2020 and 2019. Table 35: Senior Unsecured Long-Term Debt Credit Ratings Moody’s . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S&P . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fitch . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2020 December 31, 2019 Capital One Financial Corporation Baa1 BBB A- COBNA CONA Baa1 BBB+ A- Baa1 BBB+ A- Capital One Financial Corporation Baa1 BBB A- COBNA CONA Baa1 BBB+ A- Baa1 BBB+ A- As of February 18, 2021, Moody’s Investors Service (“Moody’s”), Standard & Poor’s (“S&P”), and Fitch Ratings (“Fitch”) have our credit ratings on a negative outlook. Contractual Obligations In the normal course of business, we enter into various contractual obligations that may require future cash payments that affect our short-term and long-term liquidity and capital resource needs. Our future cash outflows primarily relate to deposits, borrowings and operating leases. Table 36 summarizes, by remaining contractual maturity, our significant contractual cash obligations as of December 31, 2020. The actual timing and amounts of future cash payments may differ from the amounts presented below due to a number of factors, such as discretionary debt repurchases. Table 36 excludes short-term obligations such as trade payables, commitments to fund certain equity investments, obligations for pension and post-retirement benefit plans, and representation and warranty reserves, which are discussed in more detail in “Note 5—Variable Interest Entities and Securitizations,” “Note 14—Employee Benefit Plans” and “Note 18—Commitments, Contingencies, Guarantees and Others.” Table 36: Contractual Obligations (Dollars in millions) Interest-bearing time deposits(1)(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securitized debt obligations(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt: Federal funds purchased and securities loaned or sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other debt(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchase obligations(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) Includes only those interest-bearing deposits which have a contractual maturity date. December 31, 2020 Up to 1 Year > 1 Years to 3 Years > 3 Years to 5 Years > 5 Years Total $ 21,381 $ 8,659 $ 2,581 $ 126 $ 32,747 2,331 6,722 1,858 1,503 12,414 668 3,878 20 — — — 668 8,520 8,149 6,835 27,382 38 8 9 75 4,566 8,558 8,157 6,844 28,125 296 498 522 760 396 278 721 104 1,935 1,640 $ 29,072 $ 25,221 $ 13,270 $ 9,298 $ 76,861 (2) (3) These amounts represent the carrying value of the obligations and do not include amounts related to contractual interest obligations. Total contractual interest obligations were approximately $2.8 billion as of December 31, 2020, and represent forecasted net interest payments based on interest rates as of December 31, 2020. These forecasts use the contractual maturity date of each liability and include the impact of hedges where applicable. Represents substantial agreements to purchase goods or services that are enforceable and legally binding and specify all significant terms. Purchase obligations are included through the termination date of the agreements even if the contract is renewable. 99 Capital One Financial Corporation (COF) MARKET RISK PROFILE Market risk is the risk of economic loss in the value of our financial instruments due to changes in market factors. Our primary market risk exposures include interest rate risk, foreign exchange risk and commodity pricing risk. We are exposed to market risk primarily from the following operations and activities: • • • • Traditional banking activities of deposit gathering and lending; Asset/liability management activities including the management of investment securities, short-term and long-term borrowings and derivatives; Foreign operations in the U.K. and Canada within our Credit Card business; and Customer accommodation activities within our Commercial Banking business. We have enterprise-wide risk management policies and limits, approved by our Board of Directors, which govern our market risk management activities. Our objective is to manage our exposure to market risk in accordance with these policies and limits based on prevailing market conditions and long-term expectations. We provide additional information below about our primary sources of market risk, our market risk management strategies and the measures that we use to evaluate these exposures. Interest Rate Risk Interest rate risk represents exposure to financial instruments whose values vary with the level or volatility of interest rates. We are exposed to interest rate risk primarily from the differences in the timing between the maturities or re-pricing of assets and liabilities. We manage our interest rate risk primarily by entering into interest rate swaps and other derivative instruments, including caps, floors, options, futures and forward contracts. We use various industry standard market risk measurement techniques and analyses to measure, assess and manage the impact of changes in interest rates on our net interest income and our economic value of equity and changes in foreign exchange rates on our non-dollar-denominated funding and non-dollar equity investments in foreign operations. Net Interest Income Sensitivity Our net interest income sensitivity measure estimates the impact on our projected 12-month baseline interest rate-sensitive revenue resulting from movements in interest rates. Interest rate-sensitive revenue consists of net interest income and certain components of other non-interest income significantly impacted by movements in interest rates, including changes in the fair value of freestanding interest rate derivatives. In addition to our existing assets and liabilities, we incorporate expected future business growth assumptions, such as loan and deposit growth and pricing, and plans for projected changes in our funding mix in our baseline forecast. In measuring the sensitivity of interest rate movements on our projected interest rate-sensitive revenue, we assume a hypothetical instantaneous parallel shift in the level of interest rates detailed in Table 37 below. At the current level of interest rates, our interest rate sensitive revenue is expected to increase in higher rate scenarios and decrease modestly in lower rate scenarios. Our current sensitivity to upward shocks has increased as compared to December 31, 2019 mainly due to the decline in interest rates and the growth in deposits and cash. Economic Value of Equity Our economic value of equity sensitivity measure estimates the impact on the net present value of our assets and liabilities, including derivative exposures, resulting from movements in interest rates. Our economic value of equity sensitivity measure is calculated based on our existing assets and liabilities, including derivatives, and does not incorporate business growth assumptions or projected balance sheet changes. Key assumptions used in the calculation include projecting rate sensitive prepayments for mortgage securities, loans and other assets, term structure modeling of interest rates, discount spreads, and deposit volume and pricing assumptions. In measuring the sensitivity of interest rate movements on our economic value of equity, we assume a hypothetical instantaneous parallel shift in the level of interest rates detailed in Table 37 below. Our current economic value of equity sensitivity profile demonstrates that our economic value of equity increases in higher rate scenarios and decreases in lower interest rate scenarios. Similar to the changes in net interest income sensitivity, our current economic value of equity sensitivity to upward shocks has also increased as compared to December 31, 2019 mainly due to the decline in interest rates and the growth in deposits and cash. 100 Capital One Financial Corporation (COF) Table 37 shows the estimated percentage impact on our projected baseline net interest income and economic value of equity calculated under the methodology described above as of December 31, 2020 and 2019. In instances where a declining interest rate scenario would result in a rate less than 0%, we assume a rate of 0% for that scenario. Table 37: Interest Rate Sensitivity Analysis December 31, 2020 December 31, 2019 Estimated impact on projected baseline net interest income: +200 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.6% +100 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +50 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –50 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Estimated impact on economic value of equity: +200 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +100 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . +50 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . –50 basis points . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.3 2.4 (0.9) 4.2 6.0 4.0 (7.0) 1.8% 1.3 1.1 (0.5) (3.6) 0.5 0.8 (2.4) In addition to these industry standard measures, we also consider the potential impact of alternative interest rate scenarios, such as stressed rate shocks as well as steepening and flattening yield curve scenarios in our internal interest rate risk management decisions. Limitations of Market Risk Measures The interest rate risk models that we use in deriving these measures incorporate contractual information, internally-developed assumptions and proprietary modeling methodologies, which project borrower and depositor behavior patterns in certain interest rate environments. Other market inputs, such as interest rates, market prices and interest rate volatility, are also critical components of our interest rate risk measures. We regularly evaluate, update and enhance these assumptions, models and analytical tools as we believe appropriate to reflect our best assessment of the market environment and the expected behavior patterns of our existing assets and liabilities. There are inherent limitations in any methodology used to estimate the exposure to changes in market interest rates. The sensitivity analysis described above contemplates only certain movements in interest rates and is performed at a particular point in time based on the existing balance sheet and, in some cases, expected future business growth and funding mix assumptions. The strategic actions that management may take to manage our balance sheet may differ significantly from our projections, which could cause our actual earnings and economic value of equity sensitivities to differ substantially from the above sensitivity analysis. For further information on our interest rate exposures, see “Note 9—Derivative Instruments and Hedging Activities.” Foreign Exchange Risk Foreign exchange risk represents exposure to changes in the values of current holdings and future cash flows denominated in other currencies. We are exposed to foreign exchange risk primarily from the intercompany funding denominated in pound sterling (“GBP”) and the Canadian dollar (“CAD”) that we provide to our businesses in the U.K. and Canada and net equity investments in those businesses. We are also exposed to foreign exchange risk due to changes in the dollar-denominated value of future earnings and cash flows from our foreign operations and from our Euro (“EUR”)-denominated borrowings. Our non-dollar denominated intercompany funding and EUR-denominated borrowings expose our earnings to foreign exchange transaction risk. We manage these transaction risks by using forward foreign currency derivatives and cross-currency swaps to hedge our exposures. We measure our foreign exchange transaction risk exposures by applying a 1% U.S. dollar appreciation shock against the value of the non-dollar denominated intercompany funding and EUR-denominated borrowings and their related hedges, which shows the impact to our earnings from foreign exchange risk. Our intercompany funding outstanding was 320 million GBP and 761 million GBP as of December 31, 2020 and 2019, respectively, and 5.3 billion CAD and 6.6 billion CAD as of December 31, 2020 and 2019, respectively. Our EUR-denominated borrowings outstanding were 1.3 billion EUR and 1.2 billion EUR as of December 31, 2020 and 2019, respectively. 101 Capital One Financial Corporation (COF) Our non-dollar equity investments in foreign operations expose our balance sheet to translation risk in AOCI and our capital ratios. We manage our AOCI exposure by entering into foreign currency derivatives designated as net investment hedges. We measure these exposures by applying a 30% U.S. dollar appreciation shock, which we believe approximates a significant adverse shock over a one-year time horizon, against the value of the equity invested in our foreign operations net of related net investment hedges where applicable. Our gross equity exposures in our U.K. and Canadian operations were 1.7 billion GBP and 1.6 billion GBP as of December 31, 2020 and 2019, respectively, and 1.5 billion CAD and 1.4 billion CAD as of December 31, 2020 and 2019, respectively. As a result of our derivative management activities, we believe our net exposure to foreign exchange risk is minimal. Risk related to Customer Accommodation Derivatives We offer interest rate, commodity and foreign currency derivatives as an accommodation to our customers within our Commercial Banking business. We offset the majority of the market risk of these customer accommodation derivatives by entering into offsetting derivatives transactions with other counterparties. We use value-at-risk (“VaR”) as the primary method to measure the market risk in our customer accommodation derivative activities on a daily basis. VaR is a statistical risk measure used to estimate the potential loss from movements observed in the recent market environment. We employ an historical simulation approach using the most recent 500 business days and use a 99 percent confidence level and a holding period of one business day. As a result of offsetting our customer exposures with other counterparties, we believe that our net exposure to market risk in our customer accommodation derivatives is minimal. For further information on our risk related to customer accommodation derivatives, see “Note 9—Derivative Instruments and Hedging Activities.” London Interbank Offered Rate (“LIBOR”) Transition On July 27, 2017, the U.K. Financial Conduct Authority, the regulator for the administration of LIBOR, announced that LIBOR would be transitioned as an interest rate benchmark and that it will no longer compel banks to contribute LIBOR data beyond December 31, 2021. In the U.S., the Federal Reserve Board and the Federal Reserve Bank of New York established the Alternative Reference Rates Committee (“ARRC”), a group of private market participants and ex-officio members representing banking and financial sector regulators. The ARRC has recommended SOFR as the preferred alternative rate for certain U.S. dollar derivative and cash instruments. While the ARRC has recommended SOFR as the replacement rate for LIBOR, there is acknowledgment that the development of a credit-sensitive element could be a complement to SOFR. It is unclear as to the likelihood and timing, but such a development would have impacts to our transition efforts. On November 30, 2020, the ICE Benchmark Administration (“IBA”), the administrator of LIBOR, announced that it will consult on its intention to cease publication of the 1-week and 2-month USD LIBOR settings immediately following the LIBOR publication on December 31, 2021, and the remaining USD LIBOR tenors (Overnight 1, 3, 6, and 12 months) immediately following the LIBOR publication on June 30, 2023. The continuation of USD LIBOR as a representative rate into mid-2023 allows many legacy USD LIBOR contracts to mature prior to cessation and should support customers’ and financial services firms’ building operational readiness to support new products and additional market developments. Responses were due on January 25, 2021 with a final decision thereafter. We have exposures to LIBOR, including loans, derivative contracts, unsecured debt, securitizations, vendor agreements and other instruments with attributes that are either directly or indirectly dependent on LIBOR. To facilitate an orderly transition from LIBOR, we have established a company-wide, cross-functional initiative to oversee and manage our transition away from LIBOR and other Interbank Offered Rates (“IBORs”) to alternative reference rates. We have made progress on our transition efforts as we: • • • • • implemented a robust governance framework and transition planning; completed an assessment of exposures and are developing exposure reporting for products, legal contracts, systems, models and processes; included LIBOR transition language (“fallback language”) for certain new legal contracts and agreements; started issuing securities and originating agency multifamily loans with SOFR-based features in 2020 to align with GSE new-issue requirements, and officially adhered to the International Swaps and Derivatives Association (“ISDA”) fallback protocol in January 2021. 102 Capital One Financial Corporation (COF) We also continue to focus our transition efforts on: • monitoring market developments for the application of hardwired language from the ARRC; • • engaging with industry experts to better understand the proposed IBA’s extension announcement and its impact on the markets and our transition plans; reviewing existing legal contracts and agreements and assessing fallback language impacts; • monitoring and reducing our LIBOR exposure; • • • building internal operational readiness and risk management processes; implementing necessary updates to our infrastructure including systems, models, valuation tools and processes; engaging with our clients, industry working groups, and regulators; and • monitoring developments associated with LIBOR alternatives and industry practices related to LIBOR-indexed instruments. For a further discussion of the various risks we face in connection with the expected replacement of LIBOR on our operations, see “Part I—Item 1A. Risk Factors—Uncertainty regarding, and transition away from, LIBOR may adversely affect our business.” 103 Capital One Financial Corporation (COF) SUPPLEMENTAL TABLES Table A—Loans Held for Investment Portfolio Composition (Dollars in millions) Credit Card: 2020 2019 2018 2017 2016 December 31, Domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 98,504 $ 118,606 $ 107,350 $ 105,293 $ 97,120 International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,452 9,630 9,011 9,469 8,432 Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 106,956 128,236 116,361 114,762 105,552 Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65,762 60,362 56,341 Home loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Banking: Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commercial lending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Small-ticket commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 3,126 68,888 30,681 45,099 75,780 — — — 2,703 2,864 53,991 17,633 3,454 47,916 21,584 3,554 63,065 59,205 75,078 73,054 30,245 44,263 74,508 — 28,899 41,091 69,990 343 26,150 38,025 64,175 400 26,609 39,824 66,433 483 Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75,780 74,508 70,333 64,575 66,916 Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 58 64 Total loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 251,624 $ 265,809 $ 245,899 $ 254,473 $ 245,586 Table B—Performing Delinquencies (Dollars in millions) Delinquent loans: 2020 2019 December 31, 2018 2017 2016 Loans(1)(2) Rate(3) Loans(2) Rate(3) Loans(2) Rate(3) Loans(2) Rate(3) Loans(2) Rate(3) 30 – 59 days . . . . . . . . . . . . . . . . $ 3,307 1.31 % $ 4,417 1.66 % $ 4,255 1.73 % $ 3,908 1.53 % $ 3,416 1.39 % 60 – 89 days . . . . . . . . . . . . . . . . 1,467 90 – 119 days . . . . . . . . . . . . . . . 120 – 149 days . . . . . . . . . . . . . . 150 or more days . . . . . . . . . . . . 552 407 343 0.58 0.22 0.16 0.14 2,513 975 813 619 0.94 0.37 0.31 0.23 2,406 866 736 632 0.98 0.35 0.30 0.26 2,086 862 734 637 0.82 0.34 0.29 0.25 1,833 771 628 537 0.75 0.31 0.26 0.22 Total . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,076 2.41 % $ 9,337 3.51 % $ 8,895 3.62 % $ 8,227 3.23 % $ 7,185 2.93 % By geographic area: Domestic . . . . . . . . . . . . . . . . . . $ 5,855 2.32 % $ 9,002 3.38 % $ 8,578 3.49 % $ 7,883 3.10 % $ 6,902 2.81 % International . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . 221 $ 6,076 0.09 335 0.13 317 0.13 344 0.13 283 0.12 2.41 % $ 9,337 3.51 % $ 8,895 3.62 % $ 8,227 3.23 % $ 7,185 2.93 % Total loans held for investment . . . . $ 251,624 $ 265,809 $ 245,899 $ 254,473 $ 245,586 __________ (1) Concurrent with our adoption of the CECL standard in the first quarter of 2020, we reclassified our finance charge and fee reserve to our allowance for credit losses, with a corresponding increase to credit card loans held for investment. (2) (3) Performing TDRs totaled $1.7 billion, $1.3 billion, $1.4 billion, $1.9 billion and $1.6 billion as of December 31, 2020, 2019, 2018, 2017 and 2016, respectively. Delinquency rates are calculated by dividing loans in each delinquency status category and geographic region as of the end of the period by the total loan portfolio. 104 Capital One Financial Corporation (COF) Table C—Nonperforming Loans and Other Nonperforming Assets (Dollars in millions) Nonperforming loans held for investment: Credit Card: December 31, 2020 2019 2018 2017 2016 International card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 21 $ 25 25 $ 22 22 $ 24 24 $ 42 42 Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 294 487 449 — — — Home loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial Banking: Commercial and multifamily real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total commercial lending . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 324 200 450 650 23 510 38 410 448 Small-ticket commercial real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 650 448 30 479 83 223 306 6 312 376 176 35 587 38 239 277 7 223 273 31 527 30 988 1,018 4 284 1,022 Other loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — — — 4 8 Total nonperforming loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . $ 995 $ 983 $ 813 $ 899 $ 1,599 Other nonperforming assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 63 59 153 280 Total nonperforming assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total nonperforming loans(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total nonperforming assets(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,040 $ 1,046 $ 872 $ 1,052 $ 1,879 0.40 % 0.37 % 0.33 % 0.35 % 0.65 % 0.41 0.39 0.35 0.41 0.76 __________ (1) Nonperforming loan rate is calculated based on total nonperforming loans divided by period-end total loans held for investment. (2) The denominator used in calculating the total nonperforming assets ratio consists of total loans held for investment and total other nonperforming assets. 105 Capital One Financial Corporation (COF) Table D—Net Charge-Offs (Dollars in millions) Average loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . 2020 $ 253,335 2019 $ 247,450 2018 $ 242,118 2017 $ 245,565 2016 $ 233,272 Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,225 Net charge-off rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2.06 % 6,252 2.53 % 6,112 6,562 5,062 2.52 % 2.67 % 2.17 % Year Ended December 31, Table E—Summary of Allowance for Credit Losses and Reserve for Unfunded Lending Commitments (Dollars in millions) Allowance for credit losses: Balance at beginning of period(1) . . . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs: Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries: Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total recoveries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance build (release) for credit losses . . . . . . . . . . . . . . . . . . . Other changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve for unfunded lending commitments: Balance at beginning of period(2) . . . . . . . . . . . . . . . . . . . . . . . . . . Provision (benefit) for losses on unfunded lending commitments . Balance at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 2019 2018 2017 2016 December 31, $ 10,515 $ 7,220 $ 7,502 $ 6,503 $ 5,130 (5,749) (1,534) (394) — (7,677) 1,479 956 17 — 2,452 (5,225) 10,238 5,013 36 $ 15,564 $ 172 23 195 (6,711) (1,917) (181) — (8,809) 1,562 970 25 — 2,557 (6,252) 6,223 (29) 17 7,208 122 13 135 $ $ (6,657) (1,832) (119) (7) (8,615) 1,588 851 63 1 2,503 (6,112) 5,858 (254) (28) 7,220 124 (2) 122 $ $ (6,321) (1,677) (481) (34) (8,513) 1,267 639 16 29 1,951 (6,562) 7,563 1,001 (2) 7,502 136 (12) 124 $ $ (5,019) (1,226) (307) (3) (6,555) 1,066 406 15 6 1,493 (5,062) 6,491 1,429 (56) 6,503 168 (32) 136 $ $ Combined allowance and reserve at end of period . . . . . . . . . . $ 15,759 $ 7,343 $ 7,342 $ 7,626 $ 6,639 Allowance for credit losses as a percentage of loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined allowance and reserve by geographic distribution: 6.19 % 2.71 % 2.94 % 2.95 % 2.65 % Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Combined allowance and reserve by portfolio segment: $ 15,218 541 $ 15,759 Credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 11,191 2,715 1,853 — $ 15,759 $ $ $ $ 6,945 398 7,343 5,395 1,043 905 — 7,343 $ $ $ $ 6,951 391 7,342 5,535 1,052 755 — 7,342 $ $ $ $ 7,251 375 7,626 5,648 1,249 728 1 7,626 $ $ $ $ 6,262 377 6,639 4,606 1,109 922 2 6,639 __________ (1) Includes both the cumulative effects from adoption of the CECL standard of $2.8 billion and the reclassification of our finance charge and fee reserve of $462 million to our allowance for credit losses in the first quarter of 2020. (2) Includes cumulative effects from adoption of the CECL standard of $37 million in the first quarter of 2020. 106 Capital One Financial Corporation (COF) Reconciliation of Non-GAAP Measures The following non-GAAP measures consist of TCE, tangible assets and metrics computed using these amounts, which include tangible book value per common share, return on average tangible assets, return on average TCE and TCE ratio. We consider these metrics to be key financial performance measures that management uses in assessing capital adequacy and the level of returns generated. While these non-GAAP measures are widely used by investors, analysts and bank regulatory agencies to assess the capital position of financial services companies, they may not be comparable to similarly-titled measures reported by other companies. The following table presents reconciliations of these non-GAAP measures to the applicable amounts measured in accordance with GAAP. Table F—Reconciliation of Non-GAAP Measures (Dollars in millions, except as noted) Tangible Common Equity (Period-End): 2020 2019 2018 2017 2016 December 31, Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . Goodwill and intangible assets(1) . . . . . . . . . . . . . . Noncumulative perpetual preferred stock . . . . . . . $ 60,204 $ 58,011 $ 51,668 $ 48,730 $ 47,514 (14,809) (4,847) (14,932) (4,853) (14,941) (4,360) (15,106) (4,360) (15,420) (4,360) Tangible common equity . . . . . . . . . . . . . . . . . . . . . . . $ 40,548 $ 38,226 $ 32,367 $ 29,264 $ 27,734 Tangible Common Equity (Average): Stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . Goodwill and intangible assets(1) . . . . . . . . . . . . . . Noncumulative perpetual preferred stock . . . . . . . $ 58,201 $ 55,690 $ 50,192 $ 49,530 $ 48,753 (14,875) (5,247) (14,927) (4,729) (15,017) (4,360) (15,308) (4,360) (15,550) (3,591) Tangible common equity . . . . . . . . . . . . . . . . . . . . . . . $ 38,079 $ 36,034 $ 30,815 $ 29,862 $ 29,612 Tangible Assets (Period-End): Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill and intangible assets(1) . . . . . . . . . . . . . . Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 421,602 $ 390,365 $ 372,538 $ 365,693 $ 357,033 (14,809) (14,932) (14,941) (15,106) (15,420) $ 406,793 $ 375,433 $ 357,597 $ 350,587 $ 341,613 Tangible Assets (Average): Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill and intangible assets(1) . . . . . . . . . . . . . . Tangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-GAAP Ratio: Tangible common equity (“TCE”)(2) . . . . . . . . . . . . . . __________ (1) Includes impact of related deferred taxes. $ 411,187 $ 374,924 $ 363,036 $ 354,924 $ 339,974 (14,875) (14,927) (15,017) (15,308) (15,550) $ 396,312 $ 359,997 $ 348,019 $ 339,616 $ 324,424 10.0 % 10.2 % 9.1 % 8.3 % 8.1 % (2) TCE ratio is a non-GAAP measure calculated based on TCE divided by tangible assets. 107 Capital One Financial Corporation (COF) Table G—Selected Quarterly Financial Information (Dollars in millions, except per share data and as noted) (unaudited) Summarized results of operations: Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income after provision for credit losses . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from continuing operations, net of tax . . . . . Income (loss) from discontinued operations, net of tax . . . . Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends and undistributed earnings allocated to participating securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance cost for redeemed preferred stock . . . . . . . . . . . . . Net income (loss) available to common stockholders . . . . . Common share statistics: Basic earnings per common share: Net income (loss) from continuing operations . . . . . . . . . . Income from discontinued operations . . . . . . . . . . . . . . . . . Net income (loss) per basic common share . . . . . . . . . . . . . Diluted earnings per common share: Net income (loss) from continuing operations . . . . . . . . . . Income from discontinued operations . . . . . . . . . . . . . . . . . Net income (loss) per diluted common share . . . . . . . . . . . Weighted-average common shares outstanding (in millions): Basic common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance sheet (average balances): Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-earning assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,873 264 5,609 1,464 4,009 3,064 496 2,568 (2) 2,566 (19) (68) 2020 2019 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 $ 6,391 $ 6,215 $ 6,318 $ 7,109 $ 7,270 $ 7,075 $ 7,076 $ 7,092 1,301 1,084 1,204 1,338 1,330 518 660 858 5,555 331 5,224 1,826 3,548 5,460 4,246 1,214 1,096 3,770 6,025 5,423 602 1,224 3,729 6,066 1,818 4,248 1,361 4,161 3,502 (1,460) (1,903) 1,448 1,096 2,406 — 2,406 (543) (917) (1) (563) (1,340) — 270 1,178 (2) 5,737 1,383 4,354 1,222 3,872 1,704 375 1,329 4 5,746 1,342 4,404 1,378 3,779 2,003 387 1,616 9 5,791 1,693 4,098 1,292 3,671 1,719 309 1,410 2 (918) (1,340) 1,176 1,333 1,625 1,412 (20) (67) (1) (90) (3) (55) (7) (97) (10) (53) (12) (80) (12) (52) (17) — $ 2,462 $ 2,319 $ (1,009) $ (1,420) $ 1,041 $ 1,270 $ 1,533 $ 1,348 (22) (31) — — — — $ $ $ $ 5.36 $ — 5.36 $ 5.35 $ — 5.35 $ 5.07 $ (2.21) $ (3.10) $ 2.26 $ 2.70 $ 3.24 $ 2.87 — — — — 0.01 0.02 — 5.07 $ (2.21) $ (3.10) $ 2.26 $ 2.71 $ 3.26 $ 2.87 5.06 $ (2.21) $ (3.10) $ 2.25 $ 2.68 $ 3.22 $ 2.86 — — — — 0.01 0.02 — 5.06 $ (2.21) $ (3.10) $ 2.25 $ 2.69 $ 3.24 $ 2.86 459.1 460.2 457.8 458.5 456.7 456.7 457.6 457.6 460.9 463.4 469.5 471.8 470.8 473.0 469.4 471.6 $ 247,689 $ 249,511 $ 253,358 $ 262,889 $ 258,870 $ 246,147 $ 242,653 $ 241,959 388,252 337,793 378,145 391,451 355,347 349,150 340,949 338,026 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 420,011 422,854 411,075 390,380 383,162 374,905 371,095 370,394 Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . 274,142 276,339 261,256 241,115 236,250 232,063 230,452 227,572 Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 304,513 305,516 288,344 264,653 260,040 255,082 253,634 251,410 Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40,662 44,161 49,827 51,795 51,442 49,413 49,982 53,055 Common equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54,220 51,995 52,413 53,186 52,641 52,566 50,209 48,359 Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . 59,389 57,223 57,623 58,568 58,148 57,245 54,570 52,720 108 Capital One Financial Corporation (COF) Glossary and Acronyms 2019 Stock Repurchase Program: On June 27, 2019, we announced that our Board of Directors authorized the repurchase of up to $2.2 billion of shares of our common stock from the third quarter of 2019 through the end of the second quarter of 2020. Amortized cost: The amount at which a financing receivable or investment is originated or acquired, adjusted for applicable accrued interest, accretion, or amortization of premium, discount, and net deferred fees or costs, collection of cash, write-offs, foreign exchange and fair value hedge accounting adjustments. Annual Report: References to our “2020 Form 10-K” or “2020 Annual Report” are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Banks: Refers to COBNA and CONA. Basel Committee: The Basel Committee on Banking Supervision. Basel III Advanced Approaches: Following the Tailoring Rule, the Basel III Advanced Approaches was mandatory for Category I and II institutions. Category III institutions, such as us, are no longer subject to the Basel III Advanced Approaches framework effective January 1, 2020. Basel III Capital Rules: The regulatory capital requirements established by the Federal Banking Agencies in July 2013 to implement the Basel III capital framework developed by the Basel Committee as well as certain Dodd-Frank Act and other capital provisions. Basel III Standardized Approach: The Basel III Capital Rules modified Basel I to create the Basel III Standardized Approach. Capital One or the Company: Capital One Financial Corporation and its subsidiaries. The Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”): Legislation signed into laws on March 27, 2020. This law, among other things, authorized a number of lending programs to support the flow of credit to consumers and businesses and gave the banking organizations an option to temporarily suspend the determination of certain qualified loans modified as a result of COVID-19 as being TDRs, which was extended by the Consolidated Appropriations Act 2021. Carrying value (with respect to loans): The amount at which a loan is recorded on the consolidated balance sheets. For loans recorded at amortized cost, carrying value is the unpaid principal balance net of unamortized deferred loan origination fees and costs, and unamortized purchase premium or discount. For loans that are or have been on nonaccrual status, the carrying value is also reduced by any net charge-offs that have been recorded and the amount of interest payments applied as a reduction of principal under the cost recovery method. For credit card loans, the carrying value also includes interest that has been billed to the customer, net of any related reserves. Loans held for sale are recorded at either fair value (if we elect the fair value option) or at the lower of cost or fair value. CECL: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. This ASU requires an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected rather than incurred losses, with an anticipated result of more timely loss recognition. This guidance was effective for us on January 1, 2020. COBNA: Capital One Bank (USA), National Association, one of our fully owned subsidiaries, which offers credit and debit card products, other lending products and deposit products. Common equity Tier 1 (“CET1”) capital: Calculated as the sum of common equity, related surplus and retained earnings, and accumulated other comprehensive income net of applicable phase-ins, less goodwill and intangibles net of associated deferred tax liabilities and applicable phase-ins, less other deductions, as defined by regulators. CONA: Capital One, National Association, one of our fully owned subsidiaries, which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients. Credit risk: The risk of loss from an obligor’s failure to meet the terms of any contract or otherwise fail to perform as agreed. 109 Capital One Financial Corporation (COF) Cybersecurity Incident: The unauthorized access by an outside individual who obtained certain types of personal information relating to people who had applied for our credit card products and to our credit card customers that we announced on July 29, 2019. Derivative: A contract or agreement whose value is derived from changes in interest rates, foreign exchange rates, prices of securities or commodities, credit worthiness for credit default swaps or financial or commodity indices. Discontinued operations: The operating results of a component of an entity, as defined by Accounting Standards Codification (“ASC”) 205, that are removed from continuing operations when that component has been disposed of or it is management’s intention to sell the component. Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank Act”): Regulatory reform legislation signed into law on July 21, 2010. This law broadly affects the financial services industry and contains numerous provisions aimed at strengthening the sound operation of the financial services sector. Eligible retained income: The greater of (a) a banking organization's net income for the four preceding calendar quarters, net of any distributions and associated tax effects not already reflected in net income, or (b) the average of a banking organization's net income over the preceding four quarters. Exchange Act: The Securities Exchange Act of 1934, as amended. eXtensible Business Reporting Language (“XBRL”): A language for the electronic communication of business and financial data. Federal Banking Agencies: The Federal Reserve, Office of the Comptroller of the Currency and Federal Deposit Insurance Corporation. Federal Reserve: The Board of Governors of the Federal Reserve System. FICO score: A measure of consumer credit risk provided by credit bureaus, typically produced from statistical modeling software created by FICO (formerly known as “Fair Isaac Corporation”) utilizing data collected by the credit bureaus. Foreign currency derivative contracts: An agreement to exchange contractual amounts of one currency for another currency at one or more future dates. Foreign exchange contracts: Contracts that provide for the future receipt or delivery of foreign currency at previously agreed- upon terms. GSE or Agency: A government-sponsored enterprise or agency is a financial services corporation created by the United States Congress. Examples of U.S. government agencies include Federal National Mortgage Association (“Fannie Mae”), Federal Home Loan Mortgage Corporation (“Freddie Mac”), Government National Mortgage Association (“Ginnie Mae”) and the Federal Home Loan Banks (“FHLB”). Interest rate sensitivity: The exposure to interest rate movements. Interest rate swaps: Contracts in which a series of interest rate flows in a single currency are exchanged over a prescribed period. Interest rate swaps are the most common type of derivative contract that we use in our asset/liability management activities. Investment grade: Represents Moody’s long-term rating of Baa3 or better; and/or a Standard & Poor’s long-term rating of BBB- or better; or if unrated, an equivalent rating using our internal risk ratings. Instruments that fall below these levels are considered to be non-investment grade. Investor entities: Entities that invest in community development entities (“CDE”) that provide debt financing to businesses and non-profit entities in low-income and rural communities. LCR Rule: In September 2014, the Federal Banking Agencies issued final rules implementing the Basel III Liquidity Coverage Ratio (“LCR”) in the United States. The LCR is calculated by dividing the amount of an institution’s high quality, unencumbered liquid assets by its estimated net cash outflow, as defined and calculated in accordance with the LCR Rule. 110 Capital One Financial Corporation (COF) Leverage ratio: Tier 1 capital divided by average assets after certain adjustments, as defined by the regulators. Liquidity risk: The risk that the Company will not be able to meet its future financial obligations as they come due, or invest in future asset growth because of an inability to obtain funds at a reasonable price within a reasonable time period. Loan-to-value (“LTV”) ratio: The relationship, expressed as a percentage, between the principal amount of a loan and the appraised value of the collateral securing the loan. Managed presentation: A non-GAAP presentation of business segment results derived from our internal management accounting and reporting process, which employs various allocation methodologies, including funds transfer pricing, to assign certain balance sheet assets, deposits and other liabilities and their related revenue and expenses directly or indirectly attributable to each business segment. The results of our individual businesses reflect the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources and are intended to reflect each segment as if it were a stand-alone business. Market risk: The risk that an institution’s earnings or the economic value of equity could be adversely impacted by changes in interest rates, foreign exchange rates or other market factors. Master netting arrangements: An agreement between two counterparties that have multiple contracts with each other that provides for the net settlement of all contracts through a single payment in the event of default or termination of any one contract. Mortgage-backed security (“MBS”): An asset-backed security whose cash flows are backed by the principal and interest payments of a set of mortgage loans. Mortgage servicing rights (“MSRs”): The right to service a mortgage loan when the underlying loan is sold or securitized. Servicing includes collections for principal, interest and escrow payments from borrowers and accounting for and remitting principal and interest payments to investors. Net charge-off rate: Represents (annualized) net charge-offs divided by average loans held for investment for the period. Net interest margin: Represents (annualized) net interest income divided by average interest-earning assets for the period. NSFR Rule: The Federal Banking Agencies issued a rule in October 2020 implementing the net stable funding ratio (“NSFR”). The NSFR measures the stability of our funding profile and requires us to maintain minimum amounts of stable funding to support our assets, commitments and derivatives exposures over a one-year period. Nonperforming loans: Generally include loans that have been placed on nonaccrual status. We do not report loans classified as held for sale as nonperforming. Option-ARM loans: The option-ARM real estate loan product is an adjustable-rate mortgage (“ARM”) loan that initially provides the borrower with the monthly option to make a fully-amortizing, interest-only or minimum fixed payment. After the initial payment option period, usually five years, the recalculated minimum payment represents a fully-amortizing principal and interest payment that would effectively repay the loan by the end of its contractual term. Public Funds deposits: Deposits that are derived from a variety of political subdivisions such as school districts and municipalities. Purchase volume: Consists of purchase transactions, net of returns, for the period, and excludes cash advance and balance transfer transactions. Purchased credit-impaired (“PCI”) loans: Loans acquired in a business combination or asset acquisition that were recorded at fair value at acquisition and subsequently accounted for based on cash flows expected to be collected in accordance with ASC 310-30, Loans and Debt Securities Acquired with Deteriorated Credit Quality. Rating agency: An independent agency that assesses the credit quality and likelihood of default of an issue or issuer and assigns a rating to that issue or issuer. 111 Capital One Financial Corporation (COF) Repurchase agreement: An instrument used to raise short-term funds whereby securities are sold with an agreement for the seller to buy back the securities at a later date. Restructuring charges: Charges associated with the realignment of resources supporting various businesses, primarily consisting of severance and related benefits pursuant to our ongoing benefit programs and impairment of certain assets related to business locations and activities being exited. Risk-weighted assets: On- and off-balance sheet assets that are assigned to one of several broad risk categories and weighted by factors representing their risk and potential for default. Securitized debt obligations: A type of asset-backed security and structured credit product constructed from a portfolio of fixed-income assets. Stress capital buffer: A component of our new standardized approach capital conservation buffer, which will be recalibrated annually based on the results of our supervisory stress tests. Subprime: For purposes of lending in our Credit Card business, we generally consider FICO scores of 660 or below, or other equivalent risk scores, to be subprime. For purposes of auto lending in our Consumer Banking business, we generally consider FICO scores of 620 or below to be subprime. Tailoring Rules: In October 2019, the Federal Banking Agencies released final rules that provide for tailored application of certain capital, liquidity and stress-testing requirements across different categories of banking institutions. As a bank holding company with total consolidated assets of at least $250 billion that does not exceed any of the applicable risk-based thresholds, we are a Category III institution under the Tailoring Rules. Tangible common equity: A non-GAAP financial measure. Common equity less goodwill and intangible assets adjusted for deferred tax liabilities associated with non-tax deductible intangible assets and tax deductible goodwill. Tax Act: The Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 enacted on December 22, 2017. Troubled debt restructuring (“TDR”): A TDR is deemed to occur when the contractual terms of a loan agreement are modified by granting a concession to a borrower that is experiencing financial difficulty. Unfunded commitments: Legally binding agreements to provide a defined level of financing until a specified future date. U.K. PPI Reserve: U.K. payment protection insurance customer refund reserve. U.S. GAAP: Accounting principles generally accepted in the United States of America. Accounting rules and conventions defining acceptable practices in preparing financial statements in the U.S. Variable interest entity (“VIE”): An entity that (i) lacks enough equity investment at risk to permit the entity to finance its activities without additional financial support from other parties; (ii) has equity owners that lack the right to make significant decisions affecting the entity’s operations; and/or (iii) has equity owners that do not have an obligation to absorb or the right to receive the entity’s losses or return. 112 Capital One Financial Corporation (COF) Acronyms AML: Anti-money laundering AOCI: Accumulated other comprehensive income ARM: Adjustable rate mortgage ARRC: Alternative Reference Rates Committee ASU: Accounting Standards Update ASC: Accounting Standards Codification BHC: Bank holding company bps: Basis points CAD: Canadian dollar CCAR: Comprehensive Capital Analysis and Review CCP: Central Counterparty Clearinghouse, or Central Clearinghouse CDE: Community development entities CECL: Current expected credit loss CFTC: Commodity Futures Trading Commission CMBS: Commercial mortgage-backed securities CME: Chicago Mercantile Exchange COEP: Capital One (Europe) plc COF: Capital One Financial Corporation CVA: Credit valuation adjustment DIF: Deposit Insurance Fund DVA: Debit valuation adjustment EUR: Euro Fannie Mae: Federal National Mortgage Association FASB: Financial Accounting Standards Board FCA: U.K. Financial Conduct Authority FCM: Futures commission merchant FDIC: Federal Deposit Insurance Corporation FFIEC: Federal Financial Institutions Examination Council FHLB: Federal Home Loan Banks FinCEN: Financial Crimes Enforcement Network Fitch: Fitch Ratings FOS: Financial Ombudsman Service Freddie Mac: Federal Home Loan Mortgage Corporation GAAP: Generally accepted accounting principles in the U.S. GBP: Pound sterling Ginnie Mae: Government National Mortgage Association GSE or Agency: Government-sponsored enterprise IBOR: Interbank Offered Rate IRM: Independent Risk Management LCH: LCH Group LCR: Liquidity coverage ratio LIBOR: London Interbank Offered Rate MDL: Multi-district litigation 113 Capital One Financial Corporation (COF) Moody’s: Moody’s Investors Service MSRs: Mortgage servicing rights NSFR: Net stable funding ratio OCC: Office of the Comptroller of the Currency OTC: Over-the-counter PCA: Prompt corrective action PCD: Purchased credit-deteriorated PCI: Purchased credit-impaired PCCR: Purchased credit card relationship PPI: Payment protection insurance PPP: Paycheck Protection Program RMBS: Residential mortgage-backed securities RSU: Restricted stock unit S&P: Standard & Poor’s SEC: U.S. Securities and Exchange Commission SCB: Stress Capital Buffer SOFR: Secured Overnight Financing Rate TCE: Tangible common equity TDR: Troubled debt restructuring U.K.: United Kingdom U.S.: United States of America 114 Capital One Financial Corporation (COF) Item 7A. Quantitative and Qualitative Disclosures about Market Risk For a discussion of the quantitative and qualitative disclosures about market risk, see “MD&A—Market Risk Profile.” Item 8. Financial Statements and Supplementary Data Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Comprehensive Income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Changes in Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 1—Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 2—Investment Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 3—Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments . . . . . . . . . . . . . . . . . . . . . Note 5—Variable Interest Entities and Securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 6—Goodwill and Intangible Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 7—Premises, Equipment and Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 8—Deposits and Borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 9—Derivative Instruments and Hedging Activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 10—Stockholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 11—Regulatory and Capital Adequacy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 12—Earnings Per Common Share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 13—Stock-Based Compensation Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 14—Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 15—Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 16—Fair Value Measurement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 17—Business Segments and Revenue from Contracts with Customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 18—Commitments, Contingencies, Guarantees and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 19—Capital One Financial Corporation (Parent Company Only) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 20—Related Party Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 121 121 122 123 124 125 127 127 143 146 154 158 162 165 167 169 178 182 184 185 187 189 193 202 207 211 213 115 Capital One Financial Corporation (COF) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Capital One Financial Corporation (the “Company” or “Capital One”) is responsible for establishing and maintaining adequate internal control over financial reporting and for the assessment of the effectiveness of internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Capital One’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of the Company’s management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on its financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, 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, 2020, 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, 2020. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, 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, 2020. /s/ RICHARD D. FAIRBANK Richard D. Fairbank Chair, Chief Executive Officer and President /s/ R. SCOTT BLACKLEY R. Scott Blackley Chief Financial Officer February 25, 2021 116 Capital One Financial Corporation (COF) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Capital One Financial Corporation: Opinion on Internal Control over Financial Reporting We have audited Capital One Financial Corporation’s internal control over financial reporting as of December 31, 2020, 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, 2020, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of Capital One Financial Corporation as of December 31, 2020 and 2019, 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, 2020, and the related notes and our report dated February 25, 2021 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Tysons, Virginia February 25, 2021 117 Capital One Financial Corporation (COF) REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and the Board of Directors of Capital One Financial Corporation: Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Capital One Financial Corporation (the “Company”) as of December 31, 2020 and 2019, 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, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 25, 2021 expressed an unqualified opinion thereon. Adoption of New Accounting Standard As discussed in Note 1 and Note 4 to the consolidated financial statements, the Company changed its method for accounting for credit losses in 2020. As explained below, auditing the Company’s allowance for credit losses, including adoption of the change in method of accounting for credit losses, was a critical audit matter. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. 118 Capital One Financial Corporation (COF) Description of the Matter How We Addressed the Matter in Our Audit Allowance for credit losses—Credit Card and Consumer Banking As discussed above and in Note 1 and Note 4 to the consolidated financial statements, the Company changed its method of accounting for credit losses. On January 1, 2020, the Company adopted the Financial Accounting Standards Board Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which resulted in an increase to the allowance for credit losses (ACL or allowance) for the credit card and consumer banking portfolios of $2.2 billion and $0.5 billion, respectively. At December 31, 2020, the Company’s allowance for the credit card and consumer banking portfolios was $11.2 billion and $2.7 billion, respectively. As more fully described in Note 1 and Note 4 of the consolidated financial statements, the ACL represents management’s current estimate of expected credit losses over the contractual terms of the Company’s held for investment (HFI) loan portfolios as of the balance sheet date and is comprised of two elements. The first is ‘quantitative’ and involves the use of complex econometric statistical loss forecasting models tailored to each portfolio based on, among other things, expected economic conditions; historical loss, recovery, and paydown experience; account seasoning; and the value of collateral underlying secured loans. The second is ‘qualitative’ and involves factors that represent management’s judgment of the imprecision and risks inherent in the processes and assumptions used in establishing the allowance for credit losses. Auditing the allowance for the credit card and consumer banking portfolios was especially challenging and highly judgmental due to the significant complexity of the loss forecasting models used in the quantitative element and the significant judgment required in establishing the qualitative element. The qualitative element requires management to make significant judgments regarding current and forward-looking conditions, internal and external factors, and uncertainty as it relates to economic, model, or forecasts risks, where not already captured in the modeled results. We obtained an understanding, evaluated the design and tested the operating effectiveness of the internal controls over the ACL process, including, among others, controls over the development, operation, and monitoring of loss forecasting models and management review controls over key assumptions and qualitative judgments used in reviewing the final credit card and consumer banking allowance results, including the economic forecast. Our tests of controls included observation of certain of management’s quarterly ACL governance meetings, at which key management judgments, qualitative adjustments, and final ACL results are subjected to critical challenge by management groups independent of the group responsible for producing the ACL estimate. We involved EY specialists in testing management’s credit card and consumer banking econometric statistical loss forecasting models including evaluating model methodology, model performance and testing key modeling assumptions as well as model governance and the economic forecast used by the ACL models. We compared actual loss history with prior forecasts at a disaggregated loan portfolio level to evaluate the reasonableness of management’s consumer forecasts (e.g., look-back analysis). We performed sensitivity analysis on the ACL, charge-off and delinquency rates, and coverage ratios used within each segment of the credit card and consumer banking allowance. Our audit response also included specific substantive tests of management’s process to measure credit card and consumer banking qualitative factors, including those related to the significant judgments made by management outlined above. We compared calculations to alternative model scenarios and industry peer data and compared qualitative factors to prior periods and prior economic cycles. We also evaluated if credit card and consumer banking allowance qualitative factors were applied based on a comprehensive framework and that all available information was considered, well-documented, and consistently applied. 119 Capital One Financial Corporation (COF) Goodwill Impairment Assessment Description of the Matter At December 31, 2020, the Company’s goodwill was $14.7 billion recorded across four reporting units. As discussed 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 of the annual goodwill impairment test was especially challenging, complex, and highly judgmental due to the significant estimation required in determining the fair value of the reporting units. The fair value estimate is sensitive to significant assumptions including prospective financial information (PFI) and market discount rates. 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 Our audit procedures related to the goodwill impairment assessment included, among others, testing the design and operating effectiveness of controls over the Company’s PFI forecasting process and management’s impairment assessment process, including controls over the estimation of discount rates. To test the appropriateness of management’s assessment process, we assessed the goodwill impairment methodology and involved EY valuation specialists to assist in the testing of the significant assumptions, including testing the Company’s estimate of discount rates, and evaluating the reasonableness of total fair value through comparison to the Company’s market capitalization and analysis of the resulting premium to applicable market transactions. We evaluated certain of management’s 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 within each reporting unit. We compared prior year forecasts to current year actual performance. We performed sensitivity analyses related to the significant assumptions to evaluate the change in the fair value of the reporting units resulting from changes in the assumptions. We also recalculated the reconciliation of the fair value of all reporting units to the market capitalization of the Company and then assessed the resulting premium. /s/ Ernst & Young LLP We have served as the Company’s auditor since 1994. Tysons, Virginia February 25, 2021 120 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Dollars in millions, except per share-related data) Interest income: Year Ended December 31, 2020 2019 2018 Loans, including loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 24,074 $ Investment securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense: Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net interest income after provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income: Interchange fees, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service charges and other customer-related fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense: Salaries and associate benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Occupancy and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Professional services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Communications and data processing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends and undistributed earnings allocated to participating securities . . . . . . . . . . . . . . . . . . . . . . . . . . Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance cost for redeemed preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,877 82 26,033 2,165 232 679 44 3,120 22,913 10,264 12,649 3,017 1,243 25 1,325 5,610 6,805 2,118 1,610 1,312 1,215 60 1,936 15,056 3,203 486 2,717 (3) 2,714 (20) (280) (39) 25,862 $ 2,411 240 28,513 3,420 523 1,159 71 5,173 23,340 6,236 17,104 3,179 1,330 26 718 5,253 6,388 2,098 2,274 1,237 1,290 112 2,084 24,728 2,211 237 27,176 2,598 496 1,125 82 4,301 22,875 5,856 17,019 2,823 1,585 (209) 1,002 5,201 5,727 2,118 2,174 1,145 1,260 174 2,304 15,483 14,902 6,874 1,341 5,533 13 5,546 (41) (282) (31) 7,318 1,293 6,025 (10) 6,015 (40) (265) 0 Net income available to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,375 $ 5,192 $ 5,710 Basic earnings per common share: Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5.20 $ Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01) Net income per basic common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5.19 $ Diluted earnings per common share: Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5.19 $ Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01) Net income per diluted common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5.18 $ 11.07 $ 0.03 11.10 $ 11.02 $ 0.03 11.05 $ 11.92 (0.02) 11.90 11.84 (0.02) 11.82 See Notes to Consolidated Financial Statements. 121 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Dollars in millions) Year Ended December 31, 2020 2019 2018 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,714 $ 5,546 $ 6,015 Other comprehensive income (loss), net of tax: Net unrealized gains (losses) on securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gains (losses) on hedging relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net changes in securities held to maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,259 1,008 76 0 3 Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,346 Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,060 $ 650 772 70 26 13 1,531 7,077 $ (459) (74) (39) 447 (11) (136) 5,879 See Notes to Consolidated Financial Statements. 122 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION CONSOLIDATED BALANCE SHEETS (Dollars in millions, except per share-related data) Assets: Cash and cash equivalents: December 31, 2020 December 31, 2019 Cash and due from banks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,708 $ Interest-bearing deposits and other short-term investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash for securitization investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities available for sale (amortized cost of $97.6 billion and allowance for credit losses of $1 million as of December 31, 2020) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for investment: Unsecuritized loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held in consolidated trusts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale ($596 million and $251 million carried at fair value at December 31, 2020 and 2019, respectively) Premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35,801 40,509 262 100,445 225,698 25,926 251,624 (15,564) 236,060 2,710 4,287 1,471 14,653 21,205 4,129 9,278 13,407 342 79,213 231,992 33,817 265,809 (7,208) 258,601 400 4,378 1,758 14,653 17,613 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 421,602 $ 390,365 Liabilities: Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 352 $ 439 Deposits: Non-interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other debt: Federal funds purchased and securities loaned or sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . . Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments, contingencies and guarantees (see Note 18) Stockholders’ equity: Preferred stock (par value $0.01 per share; 50,000,000 shares authorized; 4,975,000 shares issued and outstanding as of both December 31, 2020 and 2019) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock (par value $0.01 per share; 1,000,000,000 shares authorized; 679,932,837 and 672,969,391 shares issued as of December 31, 2020 and 2019, respectively; 458,972,202 and 456,562,399 shares outstanding as of December 31, 2020 and 2019, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additional paid-in capital, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,142 274,300 305,442 12,414 668 27,382 75 28,125 15,065 361,398 0 7 33,480 40,088 3,494 23,488 239,209 262,697 17,808 314 30,472 7,103 37,889 13,521 332,354 0 7 32,980 40,340 1,156 Treasury stock, at cost (par value $0.01 per share; 220,960,635 and 216,406,992 shares as of December 31, 2020 and 2019, respectively) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (16,865) (16,472) Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60,204 Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 421,602 $ 58,011 390,365 See Notes to Consolidated Financial Statements. 123 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Dollars in millions) Shares Amount Shares Amount Preferred Stock Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Treasury Stock Total Stockholders’ Equity Balance as of December 31, 2017 Cumulative effects from adoption of new accounting standards . . . . . Comprehensive income (loss) . . . . Dividends—common stock(1) . . . . Dividends—preferred stock . . . . . Purchases of treasury stock . . . . . . Issuances of common stock and restricted stock, net of forfeitures . Exercises of stock options and warrants . . . . . . . . . . . . . . . . . . . . . Compensation expense for restricted stock awards, restricted stock units and stock options . . . . . 4,475,000 $ 0 661,724,927 $ 7 $ 31,656 $ 30,700 $ (926) $ (12,707) $ 48,730 35,813 4,183,783 2,024,546 0 0 0 3 175 38 168 (201) (136) 201 6,015 (776) (265) (2,284) 0 5,879 (773) (265) (2,284) 175 38 168 Balance as of December 31, 2018 4,475,000 $ 0 667,969,069 $ 7 $ 32,040 $ 35,875 $ (1,263) $ (14,991) $ 51,668 Cumulative effects from adoption of new lease standard . . . . . . . . . . Comprehensive income . . . . . . . . . Effects from transfer of securities held to maturity to available for sale . . . . . . . . . . . . . . . . . . . . . . . . . Dividends—common stock(1) . . . . Dividends—preferred stock . . . . . Purchases of treasury stock . . . . . . Issuances of common stock and restricted stock, net of forfeitures . Exercises of stock options . . . . . . . Issuances of preferred stock . . . . . 1,500,000 Redemptions of preferred stock . . Compensation expense for restricted stock units and stock options . . . . . . . . . . . . . . . . . . . . . . (1,000,000) 0 0 (11) 5,546 1,531 888 49,963 4,678,940 271,419 0 0 0 4 (757) (282) 199 17 1,462 (969) 227 (31) (11) 7,077 888 (753) (282) (1,481) (1,481) 199 17 1,462 (1,000) 227 Balance as of December 31, 2019 4,975,000 $ 0 672,969,391 $ 7 $ 32,980 $ 40,340 $ 1,156 $ (16,472) $ 58,011 Cumulative effects from adoption of the CECL standard . . . . . . . . . . Comprehensive income . . . . . . . . . Dividends—common stock(1) . . . . Dividends—preferred stock . . . . . Purchases of treasury stock . . . . . . Issuances of common stock and restricted stock, net of forfeitures . Exercises of stock options . . . . . . . Issuances of preferred stock . . . . . 1,375,000 Redemptions of preferred stock . . (1,375,000) 0 0 Compensation expense for restricted stock units and stock options . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2020 (8) 2,346 (393) (2,184) 2,714 (463) (280) (39) 32,466 0 3 5,539,010 1,391,970 0 0 241 62 1,330 (1,336) 200 4,975,000 $ 0 679,932,837 $ 7 $ 33,480 $ 40,088 $ 3,494 $ (16,865) $ (2,192) 5,060 (460) (280) (393) 241 62 1,330 (1,375) 200 60,204 __________ (1) We declared dividends per share on our common stock of $0.40 in both of the first two quarters and $0.10 in both of the latter two quarters of 2020 and $0.40 in each quarter of 2019 and 2018. See Notes to Consolidated Financial Statements. 124 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in millions) Operating activities: Year Ended December 31, 2020 2019 2018 Income from continuing operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,717 $ Income (loss) from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reconcile net income to net cash from operating activities: Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net securities losses (gains) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sales of loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (including unrealized gains from equity investments) . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale: Originations and purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales and paydowns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in operating assets and liabilities: Changes in interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net change from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investing activities: Securities available for sale: Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from paydowns and maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities held to maturity: Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from paydowns and maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans: Net changes in loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Principal recoveries of loans previously charged off . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net purchases of premises and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash from acquisition activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash from other investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) 2,714 10,264 3,501 (1,627) (25) (6) 203 (520) (10,055) 9,856 287 979 (87) 1,212 3 16,699 (43,026) 22,324 812 0 0 4,136 2,452 (710) (7) (822) 5,533 $ 13 5,546 6,236 3,339 (296) (26) (50) 239 0 (9,798) 10,668 (63) 662 (19) 194 7 16,639 (12,105) 8,553 4,780 (396) 5,050 (21,280) 2,557 (887) (8,393) (877) 6,025 (10) 6,015 5,856 2,396 714 209 (548) 170 (125) (9,039) 8,442 (74) 476 45 (1,553) (6) 12,978 (14,022) 7,510 6,399 (19,166) 2,419 1,015 2,503 (874) (600) (802) Net cash from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (14,841) (22,998) (15,618) See Notes to Consolidated Financial Statements. 125 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2020 2019 2018 (Dollars in millions) Financing activities: Deposits and borrowings: Changes in deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 42,519 $ 12,643 $ Issuance of securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maturities and paydowns of securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of senior and subordinated notes and long-term FHLB advances . . . . . . . . . . . . . . . . Maturities and paydowns of senior and subordinated notes and long-term FHLB advances . . Changes in other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock: Net proceeds from issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Preferred stock: Net proceeds from issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from share-based payment activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in cash, cash equivalents and restricted cash for securitization investors . . . . . . . . . . . . . Cash, cash equivalents and restricted cash for securitization investors, beginning of the period . . 1,248 (6,885) 3,987 (8,156) (6,674) 241 (460) 1,330 (280) (1,375) (393) 62 25,164 27,022 13,749 6,656 (7,285) 4,142 (5,595) (2,104) 199 (753) 1,462 (282) (1,000) (1,481) 17 6,619 260 13,489 Cash, cash equivalents and restricted cash for securitization investors, end of the period . . . . . . . $ 40,771 $ 13,749 $ Supplemental cash flow information: Non-cash items: Net transfers from (to) loans held for investment to (from) loans held for sale . . . . . . . . . . . . $ 2,192 $ 1,589 $ Transfers from securities held to maturity to securities available for sale . . . . . . . . . . . . . . . . . Interest paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 3,580 988 33,187 4,790 626 6,077 997 (2,673) 5,977 (14,163) 8,671 175 (773) 0 (265) 0 (2,284) 38 1,777 (863) 14,352 13,489 855 0 3,933 407 See Notes to Consolidated Financial Statements. 126 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company Capital One Financial Corporation, a Delaware Corporation established in 1994 and headquartered in McLean, Virginia, is a diversified financial services holding company with banking and non-banking subsidiaries. Capital One Financial Corporation and its subsidiaries (the “Company”) offer a broad array of financial products and services to consumers, small businesses and commercial clients through digital channels, branches, Cafés and other distribution channels. As of December 31, 2020, our principal subsidiaries included: • • Capital One Bank (USA), National Association (“COBNA”), which offers credit and debit card products, other lending products and deposit products; and Capital One, National Association (“CONA”), which offers a broad spectrum of banking products and financial services to consumers, small businesses and commercial clients. The Company is hereafter collectively referred to as “we,” “us” or “our.” COBNA and CONA are collectively referred to as the “Banks.” We also offer products outside of the United States of America (“U.S.”) principally through Capital One (Europe) plc (“COEP”), an indirect subsidiary of COBNA organized and located in the United Kingdom (“U.K.”), and through a branch of COBNA in Canada. COEP has authority, among other things, to provide credit card loans. Our branch of COBNA in Canada also has the authority to provide credit card loans. Our principal operations are organized for management reporting purposes into three major business segments, which are defined primarily based on the products and services provided or the types of customer served: Credit Card, Consumer Banking and Commercial Banking. We provide details on our business segments, the integration of recent acquisitions, if any, into our business segments and the allocation methodologies and accounting policies used to derive our business segment results in “Note 17—Business Segments and Revenue from Contracts with Customers.” Basis of Presentation and Use of Estimates The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”). The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and in the related disclosures. These estimates are based on information available as of the date of the consolidated financial statements. While management makes its best judgments, actual amounts or results could differ from these estimates. Certain prior period amounts have been reclassified to conform to the current period presentation. Principles of Consolidation The consolidated financial statements include the accounts of Capital One Financial Corporation and all other entities in which we have a controlling financial interest. We determine whether we have a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). All significant intercompany account balances and transactions have been eliminated. Voting Interest Entities VOEs are entities that have sufficient equity and provide the equity investors voting rights that give them the power to make significant decisions relating to the entity’s operations. Since a controlling financial interest in an entity is typically obtained through ownership of a majority voting interest, we consolidate our majority-owned subsidiaries and other voting interest entities in which we hold, directly or indirectly, more than 50% of the voting rights or where we exercise control through other contractual rights. Investments in which we do not hold a controlling financial interest but have significant influence over the entity’s financial and operating decisions (generally defined as owning a voting interest of 20% to 50%) are accounted for under the equity method. If we own less than 20% of a voting interest entity, we measure equity investments at fair value with changes in fair value 127 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS recorded through net income, except those that do not have a readily determinable fair value (for which a measurement alternative is applied). We report equity investments in other assets on our consolidated balance sheets and include our share of income or loss and dividends from those investments in other non-interest income in our consolidated statements of income. Variable Interest Entities VIEs are entities that, by design, either (i) lack sufficient equity to permit the entity to finance its activities without additional subordinated financial support from other parties; or (ii) have equity investors that do not have the ability to make significant decisions relating to the entity’s operations through voting rights, or do not have the obligation to absorb the expected losses, or do not have the right to receive the residual returns of the entity. The entity that is deemed the primary beneficiary of a VIE is required to consolidate the VIE. An entity is deemed to be the primary beneficiary of a VIE if that entity has both (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. In determining whether we are the primary beneficiary of a VIE, we consider both qualitative and quantitative factors regarding the nature, size and form of our involvement with the VIE, such as our role in establishing the VIE and our ongoing rights and responsibilities; our economic interests, including debt and equity investments, servicing fees and other arrangements deemed to be variable interests in the VIE; the design of the VIE, including the capitalization structure, subordination of interests, payment priority, relative share of interests held across various classes within the VIE’s capital structure and the reasons why the interests are held by us. We perform on-going reassessments to evaluate whether changes in an entity’s capital structure or changes in the nature of our involvement with the entity result in a change to the VIE designation or a change to our consolidation conclusion. See “Note 5 —Variable Interest Entities and Securitizations” for further details. Balance Sheet Offsetting of Financial Assets and Liabilities Derivative contracts that we execute bilaterally in the over-the-counter (“OTC”) market or are centrally cleared are generally governed by enforceable master netting arrangements where we generally have the right to offset exposure with the same counterparty. Either counterparty can generally request to net settle all contracts through a single payment upon default on, or termination of, any one contract. We elect to offset the derivative assets and liabilities under netting arrangements for balance sheet presentation where a right of setoff exists. For derivative contracts entered into under master netting arrangements for which we have not been able to confirm the enforceability of the setoff rights, or those not subject to master netting arrangements, we do not offset our derivative positions for balance sheet presentation. See “Note 9—Derivative Instruments and Hedging Activities” for more details. We also elect to present securities purchased or sold under resale or repurchase agreements on a net basis when a legally enforceable master netting agreement exists and other applicable criteria are met. Security collateral received from or pledged to the counterparties are not eligible for netting and are presented gross in our consolidated balance sheet. See “Note 8— Deposits and Borrowings” and “Note 9—Derivative Instruments and Hedging Activities” for more details. Cash and Cash Equivalents Cash and cash equivalents include cash and due from banks, interest-bearing deposits and other short-term investments, all of which, if applicable, have stated maturities of three months or less when acquired. Securities Resale and Repurchase Agreements Securities purchased under resale agreements and securities loaned or sold under agreements to repurchase, principally U.S. government and agency obligations, are not accounted for as sales but as collateralized financing transactions and recorded at the amounts at which the securities were acquired or sold, plus accrued interest. We continually monitor the market value of these securities and deliver additional collateral to or obtain additional collateral from counterparties, as appropriate. See “Note 8—Deposits and Borrowings” for further details. 128 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Significant Accounting Policies Impacted by our Adoption of the CECL Standard In the first quarter of 2020, we adopted Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“CECL standard”) and updated the significant accounting policies described under the "Investment Securities" and "Loans" sections below. Investment Securities Our investment portfolio consists primarily of the following: U.S. Treasury securities; U.S. government-sponsored enterprise or agency (“Agency”) and non-agency residential mortgage-backed securities (“RMBS”); Agency commercial mortgage-backed securities (“CMBS”); and other securities. The accounting and measurement framework for our investment securities differs depending on the security classification. We classify securities as available for sale or held to maturity based on our investment strategy and management’s assessment of our intent and ability to hold the securities until maturity. On December 31, 2019, we transferred our entire portfolio of held to maturity securities to available for sale. We did not have any securities that were classified as held to maturity as of December 31, 2020 and 2019. We report securities available for sale on our consolidated balance sheets at fair value. The amortized cost of investment securities reflects the amount for which the security was acquired, adjusted for accrued interest, amortization of premiums, discounts, and net deferred fees and costs, any applicable fair value hedge accounting adjustments, collection of cash, and charge-offs. We elect to present accrued interest for securities available for sale within interest receivable on our consolidated balance sheets. Unrealized gains or losses are recorded, net of tax, as a component of accumulated other comprehensive income (“AOCI”). Unamortized premiums, discounts and other basis adjustments for available for sale securities are generally recognized in interest income over the contractual lives of the securities using the effective interest method. However, premiums on certain callable investment securities are amortized to the earliest call date. We record purchases and sales of investment securities available for sale on a trade date basis. Realized gains or losses from the sale of debt securities are computed using the first-in first-out method of identification, and are included in non-interest income in our consolidated statements of income. We elect to present accrued interest for securities available for sale within interest receivable on our consolidated balance sheets. An individual debt security is impaired when the fair value of the security is less than its amortized cost. If we intend to sell an available for sale security in an unrealized loss position or it is more likely than not that we will be required to sell the security prior to recovery of its amortized cost basis, any allowance for credit losses is reversed through our provision for credit losses and the difference between the amortized cost basis of the security and its fair value is recognized in our consolidated statements of income. For impaired debt securities that we have both the intent and ability to hold, the securities are evaluated to determine if a credit loss exists. The allowance for credit losses on our investment securities is recognized through our provision for credit losses and limited by the unrealized losses of a security measured as the difference between the security’s amortized cost and fair value. See further discussion below under the “Allowance for Credit Losses - Available for Sale Investment Securities” section of this Note. Our investment portfolio also includes certain debt securities that, at the time of purchase, had experienced a more-than- insignificant deterioration in credit quality since origination. Such debt securities are accounted for in accordance with accounting guidance for purchased financial assets with credit deterioration and are herein referred to as purchased credit- deteriorated (“PCD”) securities. PCD securities require the recognition of an allowance for credit losses at the time of acquisition. The allowance for credit losses is not recognized in provision for credit losses. Instead, the purchase price and the initial allowance collectively represent the amortized cost basis of a PCD security. Any non-credit discount or premium at the date of acquisition is amortized into interest income over the remaining life of the security. Subsequent to the date of purchase, we remeasure the allowance for credit losses on the amortized cost basis using the same policies as for other debt securities available for sale and changes are recognized through our provision for credit losses. See further discussion below under the “Allowance for Credit Losses - Available for Sale Investment Securities” section of this Note. 129 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We charge off any portion of an investment security that we determine is uncollectible. The amortized cost basis, excluding accrued interest, is charged off through the allowance for credit losses. Accrued interest is charged off as a reduction to interest income. Recoveries of previously charged off principal amounts are recognized in our provision for credit losses when received. Allowance for Credit Losses - Available for Sale Investment Securities We maintain an allowance for credit losses (“allowance”) that represents management’s current estimate of expected credit losses over the contractual terms of our investment securities classified as available for sale. When an investment security available for sale is impaired due to credit factors, we recognize a provision for credit losses in our consolidated statements of income and an allowance for credit losses on our consolidated balance sheets. Credit losses recognized in the allowance for credit losses are limited to the amount by which the investment security’s amortized cost basis exceeds its fair value. Investment securities in unrealized gain positions do not have an allowance for credit losses as the investment security could be sold at its fair value to prevent realization of credit losses. We exclude accrued interest from the fair value and amortized cost basis of an investment security for purposes of measuring impairment. Charge-offs of uncollectible amounts of investment securities are deducted from the allowance for credit losses. For certain of our securities available for sale, we have determined that there is no risk of impairment due to credit factors. These investment securities include high quality debt instruments that are issued and guaranteed by the United States government and its agencies or are issued through certain government-sponsored enterprises. Management performs periodic assessments to reevaluate this conclusion by considering any changes in historical losses, current conditions, and reasonable and supportable forecasts. We evaluate impairment on a quarterly basis at the individual security level and determine whether any portion of the decline in fair value is due to a credit loss. We make this determination through the use of quantitative and qualitative analyses. Our qualitative analysis includes factors such as the extent to which fair value is less than amortized cost, any changes in the security’s credit rating, past defaults or delayed payments, and adverse conditions impacting the security or issuer. A credit loss exists to the extent that management does not expect to recover the amortized cost basis. For investment securities which require further assessment, we perform a quantitative analysis using a discounted cash flow methodology and compare the present value of expected future cash flows from the security available for sale to the security’s amortized cost basis. Projected future cash flows reflect management’s best estimate and are based on our understanding of past events, current conditions, reasonable and supportable forecasts, and are discounted by the security’s effective interest rate adjusted for prepayments. The allowance for credit losses for investment securities reflects the difference by which the amortized cost basis exceeds the present value of future cash flows and is limited to the amount by which the security’s amortized cost exceeds its fair value. See “Note 2—Investment Securities” for additional information. Loans Our loan portfolio consists of loans held for investment, including loans underlying our consolidated securitization trusts, and loans held for sale and is divided into three portfolio segments: credit card, consumer banking and commercial banking loans. Credit card loans consist of domestic and international credit card loans. Consumer banking loans consist of auto and retail banking loans. Commercial banking loans consist of commercial and multifamily real estate loans as well as commercial and industrial loans. 130 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Loan Classification We classify loans as held for investment or held for sale based on our investment strategy and management’s intent and ability with regard to the loans, which may change over time. The accounting and measurement framework for loans differs depending on the loan classification, whether we elect the fair value option, whether the loans are originated or purchased and whether purchased loans are considered to have experienced a more-than-insignificant deterioration in credit quality since origination. The presentation within the consolidated statements of cash flows is based on management’s intent at acquisition or origination. Cash flows related to loans that are acquired or originated with the intent to hold for investment are included in cash flows from investing activities on our consolidated statements of cash flows. Cash flows related to loans that are acquired or originated with the intent to sell are included in cash flows from operating activities on our consolidated statements of cash flows. Loans Held for Investment Loans that we have the ability and intent to hold for the foreseeable future and loans associated with consolidated securitization transactions are classified as held for investment. Loans classified as held for investment, except for credit card loans, are reported at their amortized cost basis, excluding accrued interest. For these loans, we elect to present accrued interest within interest receivable on our consolidated balance sheets. For credit card loans, billed finance charges and fees are included in loans held for investment. Unbilled finance charges and fees on credit card loans are included in interest receivable. Interest income is recognized on performing loans on an accrual basis. We defer loan origination fees and direct loan origination costs on originated loans, premiums and discounts on purchased loans and loan commitment fees. We recognize these amounts in interest income as yield adjustments over the life of the loan and/or commitment period using the effective interest method. For credit card loans, loan origination fees and direct loan origination costs are amortized on a straight-line basis over a 12-month period. The amortized cost of loans held for investment is subject to our allowance for credit losses methodology described below under the “Allowance for Credit Losses - Loans Held for Investment” section of this Note. Loans Held for Sale Loans that we intend to sell or for which we do not have the ability and intent to hold for the foreseeable future are classified as held for sale. Multifamily commercial real estate loans originated with the intent to sell to government-sponsored enterprises are accounted for under the fair value option. We elect the fair value option on these loans as part of our management of interest rate risk along with the corresponding forward sale commitments. Loan origination fees and direct loan origination costs are recognized as incurred and are reported in other non-interest income in the consolidated statements of income. Interest income is calculated based on the loan's stated rate of interest and is reported in interest income in the consolidated statements of income. Fair value adjustments are recorded in other non-interest income in the consolidated statements of income. All other loans classified as held for sale are recorded at the lower of cost or fair value. Loan origination fees, direct loan origination costs and any discounts and premiums are deferred until the loan is sold and are then recognized as part of the total gain or loss on sale. The fair value of loans held for sale is determined on an aggregate portfolio basis for each loan type. Fair value adjustments are recorded in other non-interest income in the consolidated statements of income. If a loan is transferred from held for investment to held for sale, then on the transfer date, any decline in fair value related to credit is recorded as a charge-off and any allowance for credit losses is reversed through our provision for credit losses. The loan is then reclassified to held for sale at its amortized cost at the date of the transfer. A valuation allowance is established, if needed, such that the loan held for sale is recorded at the lower of cost or fair value. Subsequent to transfer, we report write- downs or recoveries in fair value up to the carrying value at the date of transfer and realized gains or losses on loans held for sale in our consolidated statements of income as a component of other non-interest income. We calculate the gain or loss on loan sales as the difference between the proceeds received and the carrying value of the loans sold, net of the fair value of any residual interests retained. Loans Acquired All purchased loans, including loans transferred in a business combination, are initially recorded at fair value, which includes consideration of expected future losses, as of the date of the acquisition. To determine the fair value of loans at acquisition, we estimate discounted contractual cash flows due using an observable market rate of interest, when available, adjusted for factors that a market participant would consider in determining fair value. In determining fair value, contractual cash flows are adjusted 131 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS to include prepayment estimates based upon historical payment trends, forecasted default rates and loss severities and other relevant factors. The difference between the fair value and the contractual cash flows is recorded as a loan premium or discount, which may relate to either credit or non-credit factors, at acquisition. We account for purchased loans under the accounting guidance for purchased financial assets with credit deterioration when, at the time of purchase, the loans have experienced a more-than-insignificant deterioration in credit quality since origination. We also account for loans under this guidance when the loans were previously accounted for under the accounting guidance for purchased credit impaired loans and debt securities (“PCI”) prior to our adoption of the CECL standard. We refer to these loans which are accounted for under accounting guidance for purchased financial assets with more-than-insignificant deterioration in credit quality since origination as “PCD loans”. We recognize an allowance for credit losses on purchased loans that have not experienced a more-than-insignificant deterioration in credit quality since origination at the time of purchase through earnings in a manner that is consistent with originated loans. The policies relating to the allowance for credit losses on loans is described below in the “Allowance for Credit Losses - Loans Held for Investment” section of this Note. Loan Modifications and Restructurings As part of our loss mitigation efforts, we may provide modifications to a borrower experiencing financial difficulty to improve long-term collectability of the loan and to avoid the need for foreclosure or repossession of collateral, if any. Our loan modifications typically include short-term payment deferrals, an extension of the loan term, a reduction in the interest rate, a reduction in the loan balance, or a combination of these concessions. A loan modification in which a concession is granted to a borrower experiencing financial difficulty is accounted for and reported as a troubled debt restructuring (“TDR”). See “Note 3 —Loans” for additional information on our loan modifications and restructurings, including those in response to the COVID-19 pandemic. Delinquent and Nonperforming Loans The entire balance of a loan is considered contractually delinquent if the minimum required payment is not received by the first statement cycle date equal to or following the due date specified on the customer’s billing statement. Delinquency is reported on loans that are 30 or more days past due. Interest and fees continue to accrue on past due loans until the date the loan is placed on nonaccrual status, if applicable. For loan modifications, delinquency and nonaccrual status are reported in accordance with the revised terms of the loans. We generally place loans on nonaccrual status when we believe the collectability of interest and principal is not reasonably assured. Nonperforming loans generally include loans that have been placed on nonaccrual status. We do not report loans classified as held for sale as nonperforming. Our policies for classifying loans as nonperforming, by loan category, are as follows: • Credit card loans: As permitted by regulatory guidance issued by the Federal Financial Institutions Examination Council (“FFIEC”), our policy is generally to exempt credit card loans from being classified as nonperforming, as these loans are generally charged off in the period the account becomes 180 days past due. Consistent with industry conventions, we generally continue to accrue interest and fees on delinquent credit card loans until the loans are charged off. • Consumer banking loans: We classify consumer banking loans as nonperforming when we determine that the collectability of all interest and principal on the loan is not reasonably assured, generally when the loan becomes 90 days past due. • Commercial banking loans: We classify commercial banking loans as nonperforming as of the date we determine that the collectability of all interest and principal on the loan is not reasonably assured. 132 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • Modified loans and troubled debt restructurings: Modified loans, including TDRs, that are current at the time of the restructuring remain in accrual status if there is demonstrated performance prior to the restructuring and continued performance under the modified terms is expected. Otherwise, the modified loan is classified as nonperforming. Interest and fees accrued but not collected at the date a loan is placed on nonaccrual status are reversed against earnings. In addition, the amortization of deferred loan fees, costs, premiums and discounts is suspended. Interest and fee income are subsequently recognized only upon the receipt of cash payments. However, if there is doubt regarding the ultimate collectability of loan principal, cash received is generally applied against the principal balance of the loan. Nonaccrual loans are generally returned to accrual status when all principal and interest is current and repayment of the remaining contractual principal and interest is reasonably assured, or when the loan is both well-secured and in the process of collection and collectability is no longer doubtful. Charge-Offs We charge off loans when we determine that the loan is uncollectible. The amortized cost basis, excluding accrued interest, is charged off as a reduction to the allowance for credit losses based on the time frames presented below. Accrued interest on loans other than credit card loans determined to be uncollectible is reversed as a reduction of interest income when the loan is classified as nonperforming. For credit card loans, accrued interest is charged off simultaneously with the charge off of other components of amortized cost and as a reduction of interest income. When received, recoveries of previously charged off amounts are recorded as an increase to the allowance for credit losses (see the “Allowance for Credit Losses - Loans Held for Investment” section of this Note for information on how we account for expected recoveries). Costs to recover charged off loans are recorded as collection expense and included in our consolidated statements of income as a component of other non- interest expense as incurred. Our charge-off time frames by loan type are presented below. • Credit card loans: We generally charge off credit card loans in the period the account becomes 180 days past due. We charge off delinquent credit card loans for which revolving privileges have been revoked as part of loan workout when the account becomes 120 days past due. Credit card loans in bankruptcy are generally charged off by the end of the month following 30 days after the receipt of a complete bankruptcy notification from the bankruptcy court. Credit card loans of deceased account holders are generally charged off 5 days after receipt of notification. • Consumer banking loans: We generally charge off consumer banking loans at the earlier of the date when the account is a specified number of days past due or upon repossession of the underlying collateral. Our charge-off period for auto loans is 120 days past due. Small business banking loans generally charge off at 120 days past due based on the date the amortized cost basis is deemed uncollectible. Auto loans that have not been previously charged off where the borrower has filed for bankruptcy and the loan has not been reaffirmed charge off in the period that the loan is 60 days from the bankruptcy notification date, regardless of delinquency status. Auto loans that have not been previously charged off and have been discharged under Chapter 7 bankruptcy are charged off at the end of the month in which the bankruptcy discharge occurs. Remaining consumer loans generally are charged off within 40 days of receipt of notification from the bankruptcy court. Consumer loans of deceased account holders are charged off by the end of the month following 60 days of receipt of notification. • Commercial banking loans: We charge off commercial loans in the period we determine that the amortized cost basis is uncollectible. Allowance for Credit Losses - Loans Held for Investment We maintain an allowance for credit losses (“allowance”) that represents management’s current estimate of expected credit losses over the contractual terms of our loans held for investment. We measure the allowance on a quarterly basis through consideration of past events, including historical experience, current conditions and reasonable and supportable forecasts. We measure current expected credit losses over the contractual terms of our loans. The contractual terms are adjusted for expected prepayments but are not extended for renewals or extensions, except when an extension or renewal arises from a borrower option that is not unconditionally cancellable or through a TDR that is reasonably expected to occur. 133 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS We aggregate loans sharing similar risk characteristics into pools for purposes of measuring expected credit losses. Pools are reassessed periodically to confirm that all loans within each pool continue to share similar risk characteristics. Expected credit losses for loans that do not share similar risk characteristics with other financial assets are measured individually. Expected recoveries of amounts previously charged off or expected to be charged off are recognized within the allowance, with a corresponding reduction to our provision for credit losses. At times expected recoveries may result in a negative allowance. We limit the allowance to amounts previously charged off and expected to be charged off. Charge-offs of uncollectible amounts result in a reduction to the allowance and recoveries of previously charged off amounts result in an increase to the allowance. When developing an estimate of expected credit losses, we use both quantitative and qualitative methods in considering all available information relevant to assessing collectability. This may include internal information, external information, or a combination of both relating to past events, current conditions, and reasonable and supportable forecasts. Significant judgment is applied to the development and duration of reasonable and supportable forecasts used in our estimation of lifetime losses. We estimate expected credit losses over the duration of those forecasts and then revert, on a rational and systematic basis, to historical losses at each relevant loss component of the estimate. Expected losses for contractual terms extending beyond the reasonable and supportable forecast and reversion periods are based on those historical losses. Management will consider and may qualitatively adjust for conditions, changes and trends in loan portfolios that may not be captured in modeled results. These adjustments are referred to as qualitative factors and represent management’s judgment of the imprecision and risks inherent in the processes and assumptions used in establishing the allowance for credit losses. Management’s judgment may involve an assessment of current and forward-looking conditions including but not limited to changes in lending policies and procedures, nature and volume of the portfolio, external factors, and uncertainty as it relates to economic, model or forecast risks, where not already captured in the modeled results. Expected credit losses for collateral-dependent loans are based on the fair value of the underlying collateral. When we intend to liquidate the collateral, the fair value of the collateral is adjusted for expected costs to sell. A loan is deemed to be a collateral- dependent loan when (i) we determine foreclosure or repossession of the underlying collateral is probable, or (ii) foreclosure or repossession is not probable, but the borrower is experiencing financial difficulty and we expect repayment to be provided substantially through the operation or sale of the collateral. The allowance for a collateral-dependent loan reflects the difference between the loan’s amortized cost basis and the fair value (less selling costs, where applicable) of the loan's underlying collateral. Our credit card and consumer banking loan portfolios consist of smaller-balance, homogeneous loans. The consumer banking loan portfolio is divided into two primary portfolio segments: auto loans and retail banking loans. The credit card and consumer banking loan portfolios are further divided by our business units into groups based on common risk characteristics, such as origination year, contract type, interest rate, borrower credit score and geography. The commercial banking loan portfolio is primarily composed of larger-balance, non-homogeneous loans. These loans are subject to reviews that result in internal risk ratings. In assessing the risk rating of a particular commercial banking loan, among the factors we consider are the financial condition of the borrower, geography, collateral performance, historical loss experience and industry-specific information that management believes is relevant in determining and measuring expected credit losses. Subjective assessment and interpretation are involved. Emphasizing one factor over another or considering additional factors could impact the risk rating assigned to that commercial banking loan. For consumer banking and commercial banking loans, the contractual period typically does not include renewals or extensions because the renewals and extensions are generally not at the borrower’s exclusive option to exercise. Management has determined that the undrawn credit exposure that is associated with our credit card loans is unconditionally cancellable. For this reason, expected credit losses are measured based on the drawn balance at each quarterly measurement date, but not on the undrawn exposure. Because credit card loans do not have a defined contractual life, management estimates both the volume and application of payments to determine a contractual life of the drawn balance at the measurement date over which expected credit losses are developed for credit card loans. 134 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS With the exception of credit card loans, we have made a policy election to not measure an allowance on accrued interest for loans held for investment because we reverse uncollectible accrued interest in a timely manner. See the “Delinquent and Nonperforming Loans” and “Charge-Offs - Loans” sections of this Note for information on what we consider timely. For credit card loans, we do not make this election, as we reserve for uncollectible accrued interest relating to credit card loans in the allowance. The allowance related to credit card and consumer banking loans assessed on a pooled basis is based on a modeled calculation, which is supplemented by management judgment as described above. Because of the homogeneous nature of our consumer loan portfolios, the allowance is based on the aggregated portfolio segment evaluations. The allowance is established through a process that begins with estimates of historical losses in each pool based upon various statistical analyses, with adjustments for current conditions and reasonable and supportable forecasts of conditions, which includes expected economic conditions. Loss forecast models are utilized to estimate expected credit losses and consider several portfolio indicators including, but not limited to, expected economic conditions, historical loss experience, account seasoning, the value of collateral underlying secured loans, estimated foreclosures or defaults based on observable trends, delinquencies, bankruptcy filings, unemployment, borrower credit scores and general business trends. Management believes these factors are relevant in estimating expected credit losses and also considers an evaluation of overall portfolio credit quality based on indicators such as changes in our credit evaluation, underwriting and collection management policies, the effect of other external factors such as competition and legal and regulatory requirements, general economic conditions and business trends, and uncertainties in forecasting and modeling techniques used in estimating our allowance. The allowance related to commercial banking loans assessed on a pooled basis is based on our historical loss experience for loans with similar risk characteristics and consideration of the current credit quality of the portfolio, which is supplemented by management judgment as described above. These are adjusted for current conditions, and reasonable and supportable forecasts of conditions likely to cause future losses which vary from historical levels. We apply internal risk ratings to commercial banking loans, which we use to assess credit quality and derive a total loss estimate based on an estimated probability of default (“default rate”) and loss given default (“loss severity”). Management may also apply judgment to adjust the loss factors derived, taking into consideration both quantitative and qualitative factors, including general economic conditions, industry-specific and geographic trends, portfolio concentrations, trends in internal credit quality indicators, and current and past underwriting standards that have occurred but are not yet reflected in the historical data underlying our loss estimates. The allowance related to smaller-balance homogeneous credit card and consumer banking loans whose terms have been modified in a TDR is calculated on a pool basis using historical loss experience, adjusted for current conditions and reasonable and supportable forecasts of conditions likely to cause future losses which vary from historical levels for the respective class of assets. The allowance related to consumer banking loans that are assessed at a loan-level is determined based on key considerations that include the borrower’s overall financial condition, resources and payment history, prospects for support from financially responsible guarantors, and when applicable, the estimated realizable value of any collateral. The allowance related to commercial banking loans that are assessed at a loan-level is generally determined in accordance with our policy for estimating expected credit losses for collateral-dependent loans as described above. Off-balance sheet credit exposures In addition to the allowance, we also measure expected credit losses related to unfunded lending commitments that are not unconditionally cancellable in our Commercial Banking business. This reserve is measured using the same measurement objectives as the allowance for loans held for investment and is recorded within other liabilities on our consolidated balance sheets. These commitments are segregated by risk according to our internal risk rating scale, which we use to assess credit quality and derive an expected credit loss estimate. We assess these risk classifications, taking into consideration both quantitative and qualitative factors, including historical loss experience, adjusted for current conditions and reasonable and supportable forecasts of conditions likely to cause future losses which vary from historical levels, and utilization assumptions to estimate the reserve for unfunded lending commitments. Expected credit losses are not measured on unfunded lending commitments that are unconditionally cancellable, including all of our unfunded credit card and consumer banking lending commitments and certain of our unfunded commercial banking lending commitments. 135 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Determining the appropriateness of the allowance and the reserve for unfunded lending commitments is complex and requires judgment by management about the effect of matters that are inherently uncertain. Subsequent evaluations of the loan portfolio, in light of the factors then prevailing, may result in significant changes in the reserve for unfunded lending commitments in future periods. See “Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments” for additional information. Significant Accounting Policies Prior to our Adoption of the CECL Standard Loans Held for Investment - Estimate of Incurred Loan and Lease Losses In periods prior to 2020, the allowance represented management’s current estimate of incurred loan and lease losses inherent in our loans held for investment portfolio as of each balance sheet date. The provision for credit losses reflected credit losses we believed had been incurred and would eventually be recognized over time through charge-offs. Management performed a quarterly analysis of our loan portfolio to determine if impairment had occurred and to assess the adequacy of the allowance based on historical and current trends as well as other factors affecting credit losses. We applied documented systematic methodologies to separately calculate the allowance for our credit card, consumer banking and commercial banking loan portfolios. Our allowance for loan and lease losses consisted of three components that were allocated to cover the estimated probable losses in each loan portfolio based on the results of our detailed review and loan impairment assessment process: (i) a component for loans collectively evaluated for impairment; (ii) an asset-specific component for individually impaired loans; and (iii) a component related to PCI loans that experienced significant decreases in expected cash flows subsequent to acquisition. Each of our allowance components was supplemented by an amount that represented management’s qualitative judgment of the imprecision and risks inherent in the processes and assumptions used in establishing the allowance. The component of the allowance related to credit card and consumer banking loans that we collectively evaluated for impairment was based on a statistical calculation. The component of the allowance for commercial banking loans that we collectively evaluated for impairment was based on our historical loss experience for loans with similar risk characteristics and consideration of the current credit quality of the portfolio. The asset-specific component of the allowance includes smaller- balance homogeneous credit card and consumer banking loans whose terms have been modified in a TDR and larger-balance nonperforming, non-homogeneous commercial banking loans. We generally measured the asset-specific component of the allowance based on the difference between the recorded investment of individually impaired loans and the present value of expected future cash flows. In addition to the allowance, we also estimated probable losses related to contractually binding unfunded lending commitments. Loans Acquired - Credit Impaired For PCI loans, we aggregated loans acquired in the same fiscal quarter into one or more pools if the loans have common risk characteristics. A pool is then accounted for as a single asset, with a single composite interest rate and an aggregate fair value and expected cash flows. Subsequent to acquisition, decreases in expected cash flows resulting from credit deterioration subsequent to acquisition generally resulted in an impairment charge recognized in our provision for credit losses and an increase in the allowance for loan and lease losses. Significant increases in the cash flows expected to be collected would first reduce any previously recorded allowance for loan and lease losses. See “Note 3—Loans” for additional information. We recorded charge-offs on PCI loans only if actual losses exceed estimated credit losses incorporated into the fair value recorded at acquisition. Further, PCI loans are not classified as delinquent or nonperforming. Securitization of Loans Our loan securitization activities primarily involve the securitization of credit card and auto loans, which provides a source of funding for us. See “Note 5—Variable Interest Entities and Securitizations” for additional details. Loan securitization involves the transfer of a pool of loan receivables from our portfolio to a trust. The trust then sells an undivided interest in the pool of loan receivables to third-party investors through the issuance of debt securities and transfers the proceeds from the debt issuance to us as consideration for the loan receivables transferred. The debt securities are collateralized by the loan receivables 136 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS transferred from our portfolio. We remove loans from our consolidated balance sheets when securitizations qualify as sales to non-consolidated VIEs, recognize assets retained and liabilities assumed at fair value and record a gain or loss on the transferred loans. Alternatively, when the transfer does not qualify as a sale but instead is considered a secured borrowing, the assets will remain on our consolidated balance sheets with an offsetting liability recognized for the amount of proceeds received. Premises, Equipment and Leases Premises and Equipment Premises and equipment, including leasehold improvements, are carried at cost less accumulated depreciation and amortization. Land is carried at cost. We capitalize direct costs incurred during the application development stage of internally developed software projects. Depreciation and amortization expenses are calculated using the straight-line method over the estimated useful lives of the assets. Useful lives for premises and equipment are estimated as follows: Premises and Equipment Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Useful Lives 5-39 years 3-10 years 3 years Lesser of the useful life or the remaining lease term Expenditures for maintenance and repairs are expensed as incurred and gains or losses upon disposition are recognized in our consolidated statements of income as realized. See “Note 7—Premises, Equipment and Leases” for additional information. Leases Lease classification is determined at inception for all lease transactions with an initial term greater than one year. Operating leases are included as right-of-use (“ROU”) assets within other assets, and operating lease liabilities are classified as other liabilities on our consolidated balance sheets. Finance leases are included in premises and equipment, and other borrowings on our consolidated balance sheets. Our operating lease expense is included in occupancy and equipment within non-interest expense in our consolidated statements of income. Lease expense for minimum lease payments are recognized on a straight-line basis over the lease term. See “Note 7—Premises, Equipment and Leases” for additional information. Goodwill and Intangible Assets Goodwill represents the excess of the acquisition price of an acquired business over the fair value of assets acquired and liabilities assumed and is assigned to one or more reporting units at the date of acquisition. A reporting unit is defined as an operating segment, or a business unit that is one level below an operating segment. We have four reporting units: Credit Card, Auto, Other Consumer Banking and Commercial Banking. Goodwill is not amortized but is tested for impairment at the reporting unit level annually or more frequently if adverse circumstances indicate that it is more likely than not that the carrying amount of a reporting unit exceeds its fair value. These indicators could include a sustained, significant decline in the Company’s stock price, a decline in expected future cash flows, significant disposition activity, a significant adverse change in the economic or business environment, and the testing for recoverability of a significant asset group, among others. Intangible assets with finite useful lives are amortized on either an accelerated or straight-line basis over their estimated useful lives and are evaluated for impairment whenever events or changes in circumstances indicate the carrying amount of the assets may not be recoverable. See “Note 6—Goodwill and Intangible Assets” for additional information. Mortgage Servicing Rights Mortgage servicing rights (“MSRs”) are initially recorded at fair value when mortgage loans are sold or securitized in the secondary market and the right to service these loans is retained for a fee. Commercial MSRs are subsequently accounted for under the amortization method. We evaluate for impairment as of each reporting date and recognize any impairment in other non-interest income. See “Note 6—Goodwill and Intangible Assets” for additional information. 137 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Foreclosed Property and Repossessed Assets Foreclosed property and repossessed assets obtained through our lending activities typically include commercial real estate or personal property, such as automobiles, and are recorded at net realizable value. For foreclosed property and repossessed assets, we generally reclassify the loan to repossessed assets upon repossession of the property in satisfaction of the loan. Net realizable value is the estimated fair value of the underlying collateral less estimated selling costs and is based on appraisals, when available. Subsequent to initial recognition, foreclosed property and repossessed assets are recorded at the lower of our initial cost basis or net realizable value, which is routinely monitored and updated. Any changes in net realizable value and gains or losses realized from disposition of the property are recorded in other non-interest expense. See “Note 16—Fair Value Measurement” for details. Restricted Equity Investments We have investments in Federal Home Loan Banks (“FHLB”) stock and in the Board of Governors of the Federal Reserve System (“Federal Reserve”) stock. These investments, which are included in other assets on our consolidated balance sheets, are not marketable, are carried at cost, and are reviewed for impairment if there is any indicator of impairment. Litigation We establish reserves for litigation-related matters, including mortgage representation and warranty related matters, that arise from the ordinary course of our business activities when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss can be reasonably estimated. Professional service fees, including lawyers’ and experts’ fees, expected to be incurred in connection with a loss contingency are expensed as services are provided. See “Note 18— Commitments, Contingencies, Guarantees and Others” for additional information. Customer Rewards Reserve We offer products, primarily credit cards, which include programs that allow members to earn rewards based on account activity that can be redeemed for cash (primarily in the form of statement credits), gift cards, travel, or covering eligible charges. The amount of reward that a customer earns varies based on the terms and conditions of the rewards program and product. When rewards are earned by a customer, rewards expense is generally recorded as an offset to interchange income, with a corresponding increase to the customer rewards reserve. The customer rewards reserve is computed based on the estimated future cost of earned rewards that are expected to be redeemed and is reduced as rewards are redeemed. In estimating the customer rewards reserve, we consider historical redemption and spending behavior, as well as the terms and conditions of the current rewards programs, among other factors. We expect the vast majority of all rewards earned will eventually be redeemed. The customer rewards reserve, which is included in other liabilities on our consolidated balance sheets, totaled $5.4 billion and $4.7 billion as of December 31, 2020 and 2019, respectively. Revenue Recognition Interest Income and Fees Interest income and fees on loans and investment securities are recognized based on the contractual provisions of the underlying arrangements. Loan origination fees and costs and premiums and discounts on loans held for investment are deferred and generally amortized into interest income as yield adjustments over the contractual life and/or commitment period using the effective interest method. Costs deferred include direct origination costs such as bounties paid to third parties for new accounts and incentives paid to our network of auto dealers for loan referrals. In certain circumstances, we elect to factor prepayment estimates into the calculation of the constant effective yield necessary to apply the interest method. Prepayment estimates are based on historical prepayment data, existing and forecasted interest rates, and economic data. For credit card loans, loan origination fees and direct loan origination costs are amortized on a straight-line basis over a 12-month period. Unamortized premiums, discounts and other basis adjustments on investment securities are generally recognized in interest income over the contractual lives of the securities using the effective interest method. However, premiums for certain callable investment securities are amortized to the earliest call date. 138 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Finance charges and fees on credit card loans are recorded in revenue when earned. Billed finance charges and fees on credit card loans are included in loan receivables. Unbilled finance charges and fees on credit card loans are included in interest receivable on our consolidated balance sheets. Annual membership fees are classified as service charges and other customer- related fees in our consolidated statements of income and are deferred and amortized into income over 12 months on a straight- line basis. We continue to accrue finance charges and fees on credit card loans until the account is charged off. Interchange Income Interchange income generally represents fees for standing ready to authorize and providing settlement on credit and debit card transactions processed through the MasterCard® (“MasterCard”) and Visa® (“Visa”) interchange networks. The levels and structure of interchange rates set by MasterCard and Visa and can vary based on cardholder purchase volumes, among other factors. We recognize interchange income upon settlement. See “Note 17—Business Segments and Revenue from Contracts with Customers” for additional details. Card Partnership Agreements We have contractual agreements with certain retailers and other partners to provide lending and other services to mutual customers. We primarily issue private-label and cobrand credit card loans to these customers over the term of the partnership agreements, which typically range from two years to ten years. Certain partners assist in or perform marketing activities on our behalf and promote our products and services to their customers. As compensation for providing these services, we often pay royalties, bounties or other special bonuses to these partners. Depending upon the nature of the payments, they are recorded as reductions of revenue, marketing expenses or other operating expenses. Our credit card partnership agreements may also provide for profit or revenue sharing payments which are presented as a reduction of the related revenue line item(s) when owed to the partner. When a partner agrees to share a portion of the credit losses associated with the partnership, we evaluate the contractual provisions for the loss share payments as well as applicable accounting guidance to determine whether to present the sharing of losses on a gross or net basis in our consolidated financial statements. When loss sharing amounts due from partners are presented on a net basis, they are recorded as a reduction to our provision for credit losses in our consolidated statements of income and reduce the charge-off amounts that we report. The allowance for credit losses attributable to these portfolios is also reduced by the expected reimbursements from these partners for loss sharing amounts. See “Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments” for additional information related to our loss sharing arrangements. For loss sharing arrangements presented on a gross basis, any loss share payments due from the partner are recorded as a part of revenue, and the allowance for credit losses is not reduced by the expected loss share reimbursements, but rather an indemnification asset is recorded. Our consolidated net income is the same regardless of how revenue and loss sharing arrangements are reported. Collaborative Arrangements A collaborative arrangement is a contractual arrangement that involves a joint operating activity between two or more parties that are active participants in the activity. These parties are exposed to significant risks and rewards based upon the economic success of the joint operating activity. We assess each of our partnership agreements with profit, revenue or loss sharing payments to determine if a collaborative arrangement exists and, if so, how revenue generated from third parties, costs incurred and transactions between participants in the collaborative arrangement should be accounted for and reported on our consolidated financial statements. We currently have one partnership agreement that meets the definition of a collaborative agreement. We share a fixed percentage of revenues, consisting of finance charges and late fees, with the partner, and the partner is required to reimburse us for a fixed percentage of credit losses incurred. Revenues and losses related to the partner’s credit card program and partnership agreement are reported on a net basis in our consolidated financial statements. Revenue sharing amounts attributable to the partner are recorded as an offset against total net revenue in our consolidated statements of income. Interest income was reduced by $1.1 billion, $1.0 billion and $1.3 billion in December 31, 2020, 2019 and 2018, respectively, for amounts earned by the partner pursuant to the partnership agreement. The impact of all of our loss sharing arrangements that are presented on a net basis is included in “Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments.” 139 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock-Based Compensation We are authorized to issue stock–based compensation to employees and directors in various forms, primarily as restricted stock units (“RSUs”), performance share units and stock options. In addition, we also issue cash equity units and cash-settled restricted stock units which are not counted against the common shares reserved for issuance or available for issuance because they are settled in cash. For awards settled in shares, we generally recognize compensation expense on a straight-line basis over the award’s requisite service period based on the fair value of the award at the grant date. If an award settled in shares contains a performance condition with graded vesting, we recognize compensation expense using the accelerated attribution method. Equity units and restricted stock units that are cash-settled are accounted for as liability awards which results in quarterly expense fluctuations based on changes in our stock price through the date that the awards are settled. Awards that continue to vest after retirement are expensed over the shorter of the time period between the grant date and the final vesting period or between the grant date and when the participant becomes retirement eligible. Awards to participants who are retirement eligible at the grant date are subject to immediate expense recognition. Stock-based compensation expense is included in salaries and associate benefits in the consolidated statements of income. For RSUs and performance share units, the fair value of stock-based compensation used in determining compensation expense will generally equal the fair market value of our common stock on the date of grant. Stock-based compensation expense for equity classified stock options is based on the grant date fair value, which is estimated using a Black-Scholes option pricing model. Certain share-settled awards have discretionary vesting conditions which result in the remeasurement of these awards at fair value each reporting period and the potential for compensation expense to fluctuate with changes in our stock price. See “Note 13—Stock-Based Compensation Plans” for additional details. Marketing Expenses Marketing expense includes the cost of our various promotional efforts to attract and retain customers such as advertising, promotional materials, and certain customer incentives. We expense marketing costs as incurred. Income Taxes We recognize the current and deferred tax consequences of all transactions that have been recognized in the financial statements using the provisions of the enacted tax laws. Current income tax expense represents our estimated taxes to be paid or refunded for the current period and includes income tax expense related to our uncertain tax positions, as well as tax-related interest and penalties. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. We record the effect of remeasuring deferred tax assets and liabilities due to a change in tax rates or laws as a component of income tax expense related to continuing operations for the period in which the change is enacted. We subsequently release income tax effects stranded in AOCI using a portfolio approach. Income tax benefits are recognized when, based on their technical merits, they are more likely than not to be sustained upon examination. The amount recognized is the largest amount of benefit that is more likely than not to be realized upon settlement. See “Note 15—Income Taxes” for additional details. Earnings Per Share Earnings per share is calculated and reported under the “two-class” method. The “two-class” method is an earnings allocation method under which earnings per share is calculated for each class of common stock and participating security considering both dividends declared or accumulated and participation rights in undistributed earnings as if all such earnings had been distributed during the period. We have unvested share-based payment awards which have a right to receive non-forfeitable dividends, which are deemed to be participating securities. We calculate basic earnings per share by dividing net income, after deducting dividends on preferred stock and participating securities as well as undistributed earnings allocated to participating securities, by the average number of common shares outstanding during the period, net of any treasury shares. We calculate diluted earnings per share in a similar manner after consideration of the potential dilutive effect of common stock equivalents on the average number of common shares 140 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS outstanding during the period. Common stock equivalents include warrants, stock options, restricted stock awards and units, and performance share awards and units. Common stock equivalents are calculated based upon the treasury stock method using an average market price of common shares during the period. Dilution is not considered when a net loss is reported. Common stock equivalents that have an antidilutive effect are excluded from the computation of diluted earnings per share. See “Note 12 —Earnings Per Common Share” for additional details. Derivative Instruments and Hedging Activities All derivative financial instruments, whether designated for hedge accounting or not, are reported at their fair value on our consolidated balance sheets as either assets or liabilities, with consideration of legally enforceable master netting arrangements that allow us to net settle positive and negative positions and offset cash collateral with the same counterparty. We report net derivatives in a gain position, or derivative assets, on our consolidated balance sheets as a component of other assets. We report net derivatives in a loss position, or derivative liabilities, on our consolidated balance sheets as a component of other liabilities. See “Note 9—Derivative Instruments and Hedging Activities” for additional details. Fair Value Fair value, also referred to as an exit price, is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments. This hierarchy is based on whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. Fair value measurement of a financial asset or liability is assigned to a level based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below: Level 1: Level 2: Level 3: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Valuation is generated from techniques that use significant assumptions not observable in the market. Valuation techniques include pricing models, discounted cash flow methodologies or similar techniques. The accounting guidance for fair value requires that we maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The accounting guidance also provides for the irrevocable option to elect, on a contract-by-contract basis, to measure certain financial assets and liabilities at fair value at inception of the contract and record any subsequent changes to fair value in the consolidated statements of income. See “Note 16—Fair Value Measurement” for additional information. Accounting for Acquisitions We account for business combinations under the acquisition method of accounting. Under the acquisition method, tangible and intangible identifiable assets acquired, liabilities assumed and any noncontrolling interest in the acquiree are recorded at fair value as of the acquisition date, with limited exceptions. Transaction costs and costs to restructure the acquired company are expensed as incurred. Goodwill is recognized as the excess of the acquisition price over the estimated fair value of the identifiable net assets acquired. Likewise, if the fair value of the net assets acquired is greater than the acquisition price, a bargain purchase gain is recognized and recorded in other non-interest income. If the acquired set of activities and assets do not meet the accounting definition of a business, the transaction is accounted for as an asset acquisition. In an asset acquisition, the assets acquired are recorded at the purchase price plus any transaction costs incurred and no goodwill is recognized. 141 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accounting Standards Adopted During the Twelve Months Ended December 31, 2020 Guidance Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). Adoption Timing and Financial Statement Impacts We adopted this guidance in the first quarter of 2020 using the prospective method of adoption. Our adoption of this standard did not have a material impact on our consolidated financial statements. Standard Cloud Computing ASU No. 2018-15, Intangibles— Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract Issued August 2018 Goodwill Impairment Test Simplification ASU No. 2017-04, Intangibles— Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment Issued January 2017 Current Expected Credit Loss (“CECL”) ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Issued June 2016 Historical guidance for goodwill impairment testing prescribed that the company must compare each reporting unit’s carrying value to its fair value. If the carrying value exceeds fair value, an entity performs the second step, which assigns the reporting unit’s fair value to its assets and liabilities, including unrecognized assets and liabilities, in the same manner as required in purchase accounting and then records an impairment. This ASU eliminates the second step. Under the new guidance, an impairment of a reporting unit’s goodwill is determined based on the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit. Requires use of the current expected credit loss model that is based on expected losses (net of expected recoveries), rather than incurred losses, to determine our allowance for credit losses on financial assets measured at amortized cost, certain net investments in leases and certain off-balance sheet arrangements. Replaces current accounting for purchased credit-impaired (“PCI”) and impaired loans. Amends the other-than-temporary impairment model for available for sale debt securities. The new guidance requires that credit losses be recorded through an allowance approach, rather than through permanent write-downs for credit losses and subsequent accretion of positive changes through interest income over time. We adopted this guidance in the first quarter of 2020 using the prospective method of adoption. Our adoption of this standard did not have a material impact on our consolidated financial statements. We adopted this guidance in the first quarter of 2020, using the modified retrospective method of adoption. Upon adoption, we recorded an increase to our reserves for credit losses of $2.9 billion, an increase to our deferred tax assets of $694 million, and a decrease to our retained earnings of $2.2 billion. Additionally, we made a prospective change to present our finance charge and fee reserve as a component of our allowance for credit losses instead of as an offset to our loans held for investment. This balance sheet reclassification increased our allowance for credit losses by $462 million as of January 1, 2020, with a corresponding increase to our loans held for investment. This ASU is effective from March 12, 2020 through December 31, 2022 with early adoption as of January 1, 2020 permitted. We adopted certain provisions related to derivative contract modifications and hedge accounting in this guidance in the fourth quarter of 2020, using the prospective method of adoption. The early adoption of the expedients in the guidance eased the administrative burden of accounting for London Interbank Offering Rate (“LIBOR”) related contract modifications. Our adoption of this standard did not have a material impact on our consolidated financial statements. 142 Capital One Financial Corporation (COF) Reference Rate Reform ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effect of Reference Rate Reform on Financial Reporting The amendments in this ASU provide optional expedients and exceptions for applying generally accepted accounting principles (GAAP) to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. Issued March 2020 CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 2—INVESTMENT SECURITIES Our investment securities portfolio consists of the following: U.S. government-sponsored enterprise or agency (“Agency”) and non-agency residential mortgage-backed securities (“RMBS”), Agency commercial mortgage-backed securities (“CMBS”), U.S. Treasury securities and other securities. Agency securities include Government National Mortgage Association (“Ginnie Mae”) guaranteed securities, Federal National Mortgage Association (“Fannie Mae”) and Federal Home Loan Mortgage Corporation (“Freddie Mac”) issued securities. The carrying value of our investments in Agency and U.S. Treasury securities represented 96% of our total investment securities portfolio as of both December 31, 2020 and 2019. In the first quarter of 2020, we adopted the CECL standard which resulted in an increase of the amortized cost basis and related allowance for credit losses of PCD securities classified as available for sale. The allowance for credit losses for these PCD securities is limited to the amount by which the amortized cost basis of the security exceeds its fair value. This limitation resulted in an increase of $11 million to our retained earnings with a corresponding decrease in AOCI at adoption. Our disclosures below reflect these adoption changes. Prior period presentation was not reclassified to conform to the current period presentation. See “Note 1—Summary of Significant Accounting Policies” for additional information. The table below presents the amortized cost, gross unrealized gains and losses, and fair value of securities available for sale as of December 31, 2020 and 2019. Accrued interest receivable of $230 million as of December 31, 2020 is not included in the below table. Table 2.1: Investment Securities Available for Sale (Dollars in millions) Investment securities available for sale: Amortized Cost Allowance for Credit Losses December 31, 2020 Gross Unrealized Gains Gross Unrealized Losses Fair Value U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 9,302 $ 0 $ 16 $ 0 $ 9,318 RMBS: Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities available for sale . . . . . . . . . . . . . . . . . . . . . 73,248 1,035 74,283 11,298 2,686 0 (1) (1) 0 0 2,326 204 2,530 448 3 (108) 75,466 (1) (109) (11) 0 1,237 76,703 11,735 2,689 $ 97,569 $ (1) $ 2,997 $ (120) $ 100,445 (Dollars in millions) Investment securities available for sale: December 31, 2019 Gross Gross Unrealized Unrealized Losses Gains Fair Value Amortized Cost U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,122 $ 6 $ (4) $ 4,124 RMBS: Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,003 1,235 63,238 9,303 1,321 1,120 266 1,386 165 4 (284) 62,839 (2) (286) (42) 0 1,499 64,338 9,426 1,325 $ 77,984 $ 1,561 $ (332) $ 79,213 __________ (1) Includes $1.8 billion and $117 million of asset-backed securities (“ABS”) as of December 31, 2020, and 2019, respectively. The remaining amount is primarily comprised of supranational bonds and foreign government bonds. 143 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Investment Securities in a Gross Unrealized Loss Position The table below provides the gross unrealized losses and fair value of our securities available for sale aggregated by major security type and the length of time that individual securities have been in a continuous unrealized loss position as of December 31, 2020 and 2019. The amounts as of December 31, 2020 only include securities available for sale without an allowance for credit losses. Table 2.2: Securities in a Gross Unrealized Loss Position (Dollars in millions) Investment securities available for sale without an allowance for credit losses: December 31, 2020 Less than 12 Months Gross Unrealized Losses Fair Value 12 Months or Longer Gross Unrealized Losses Fair Value Total Gross Unrealized Losses Fair Value U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 RMBS: Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total investment securities available for sale in a gross unrealized loss position without an allowance for credit losses(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Dollars in millions) Investment securities available for sale: 7,424 12 7,436 1,545 114 (57) 0 (57) (7) 0 1,791 0 1,791 267 1 (51) 0 (51) (4) 0 9,215 12 9,227 1,812 115 (108) 0 (108) (11) 0 $ 9,095 $ (64) $ 2,059 $ (55) $ 11,154 $ (119) December 31, 2019 Less than 12 Months Gross Unrealized Losses Fair Value 12 Months or Longer Gross Unrealized Losses Fair Value Total Gross Unrealized Losses Fair Value U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,647 $ (4) $ 0 $ 0 $ 2,647 $ (4) RMBS: Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,494 Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10,529 Agency CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other securities(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,580 126 (92) (1) (93) (23) 0 10,567 (192) 21,061 16 10,583 1,563 106 (1) (193) (19) 0 51 21,112 4,143 232 (284) (2) (286) (42) 0 Total investment securities available for sale in a gross unrealized loss position . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) Includes primarily other asset-backed securities, foreign government bonds, and supranational bonds. (2) Consists of approximately 320 securities in gross unrealized loss positions as of December 31, 2020. $ 15,882 $ (120) $ 12,252 $ (212) $ 28,134 $ (332) 144 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Maturities and Yields of Investment Securities The table below summarizes, by major security type, the contractual maturities and weighted-average yields of our investment securities as of December 31, 2020. Because borrowers may have the right to call or prepay certain obligations, the expected maturities of our securities are likely to differ from the scheduled contractual maturities presented below. The weighted-average yield below represents the effective yield for the investment securities and is calculated based on the amortized cost of each security. Table 2.3: Contractual Maturities and Weighted-Average Yields of Securities (Dollars in millions) Fair value of securities available for sale: U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RMBS(1): Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Agency CMBS(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total securities available for sale . . . . . . . . . . . . . . . . . . . . . Amortized cost of securities available for sale . . . . . . . . . $ $ Weighted-average yield for securities available for sale . Due in 1 Year or Less Due > 1 Year through 5 Years December 31, 2020 Due > 5 Years through 10 Years Due > 10 Years Total $ 202 $ 9,116 $ 0 $ 0 $ 9,318 0 0 0 90 340 632 628 1.43 % 65 0 65 2,896 2,073 $ 14,150 $ 14,091 $ $ 1,175 0 1,175 5,645 276 7,096 6,860 74,226 1,237 75,463 3,104 0 75,466 1,237 76,703 11,735 2,689 $ 78,567 $ 100,445 $ 75,990 $ 97,569 0.74 % 1.76 % 2.20 % 1.96 % __________ (1) As of December 31, 2020, the weighted-average expected maturities of RMBS and Agency CMBS are 4.0 years and 5.6 years, respectively. Net Securities Gains or Losses and Proceeds from Sales The following table presents the gross realized gains or losses and proceeds from the sale of securities available for sale for the years ended December 31, 2020, 2019 and 2018. We did not sell any investment securities that were classified as held to maturity in those periods where we had securities in that classification. Table 2.4: Realized Gains and Losses on Securities (Dollars in millions) Realized gains (losses): Year Ended December 31, 2020 2019 2018 Gross realized gains . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25 $ Gross realized losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net realized gains (losses) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total proceeds from sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 25 $ 812 $ $ $ 44 $ (18) 26 $ 4,780 $ 13 (21) (8) 6,399 Securities Pledged and Received We pledged investment securities totaling $16.5 billion and $14.0 billion as of December 31, 2020 and 2019, respectively. These securities are primarily pledged to secure FHLB advances and Public Funds deposits, as well as for other purposes as required or permitted by law. We accepted pledges of securities with a fair value of approximately $1 million as of both December 31, 2020 and 2019, related to our derivative transactions. 145 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3—LOANS Our loan portfolio consists of loans held for investment, including loans held in our consolidated trusts, and loans held for sale. We further divide our loans held for investment into three portfolio segments: credit card, consumer banking and commercial banking. Credit card loans consist of domestic and international credit card loans. Consumer banking loans consist of auto and retail banking loans. Commercial banking loans consist of commercial and multifamily real estate as well as commercial and industrial loans. We sold all of our consumer home loan portfolio and the related servicing during 2018. The information presented in this section excludes loans held for sale, which are carried at either fair value (if we elect the fair value option) or at the lower of cost or fair value. In the first quarter of 2020, we adopted the CECL standard. Accordingly, our disclosures below reflect these adoption changes. Prior period presentation was not modified to conform to the current period presentation. See “Note 1—Summary of Significant Accounting Policies” for additional information. Amounts as of December 31, 2020 include the impacts of COVID-19 customer assistance programs where applicable. Accrued interest receivable of $1.2 billion as of December 31, 2020 is not included in the tables in this note. The table below presents the composition and aging analysis of our loans held for investment portfolio as of December 31, 2020 and 2019. The delinquency aging includes all past due loans, both performing and nonperforming. Table 3.1: Loan Portfolio Composition and Aging Analysis (Dollars in millions) Credit Card: December 31, 2020 Delinquent Loans Current 30-59 Days 60-89 Days > 90 Days Total Delinquent Loans Total Loans Domestic credit card . . . . . . . . . . . . . . . . $ 96,116 $ International card businesses . . . . . . . . . 8,218 Total credit card . . . . . . . . . . . . . . . . . . . . . . 104,334 Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . Commercial Banking: Commercial and multifamily real estate . Commercial and industrial . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . Total loans(1) . . . . . . . . . . . . . . . . . . . . . . . . % of Total loans . . . . . . . . . . . . . . . . . . . . . . 62,381 3,064 65,445 30,340 44,941 75,281 755 90 845 2,252 28 2,280 136 69 205 $ 464 58 522 907 19 926 22 15 37 $ 1,169 $ 2,388 $ 98,504 86 1,255 222 15 237 183 74 257 234 2,622 3,381 62 3,443 341 158 499 8,452 106,956 65,762 3,126 68,888 30,681 45,099 75,780 $ 245,060 $ 3,330 $ 1,485 $ 1,749 $ 6,564 $ 251,624 97.4 % 1.3 % 0.6 % 0.7 % 2.6 % 100.0 % 146 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions) Credit Card: December 31, 2019 Delinquent Loans Current 30-59 Days 60-89 Days > 90 Days Total Delinquent Loans PCI Loans Total Loans Domestic credit card . . . . . . . . . . . . . . . . $ 113,857 $ 1,341 $ 1,038 $ 2,277 $ 4,656 $ International card businesses . . . . . . . . . . 9,277 133 84 136 353 Total credit card . . . . . . . . . . . . . . . . . . . . . . 123,134 1,474 1,122 2,413 5,009 Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55,778 2,828 1,361 Retail banking . . . . . . . . . . . . . . . . . . . . . 2,658 24 8 Total consumer banking . . . . . . . . . . . . . . . . 58,436 2,852 1,369 Commercial Banking: Commercial and multifamily real estate . 30,157 Commercial and industrial . . . . . . . . . . . . 44,009 43 75 118 20 26 46 74,166 395 11 406 4 143 147 4,584 43 4,627 67 244 311 93 0 93 0 2 2 21 10 31 $ 118,606 9,630 128,236 60,362 2,703 63,065 30,245 44,263 74,508 $ 255,736 $ 4,444 $ 2,537 $ 2,966 $ 9,947 $ 126 $ 265,809 96.2 % 1.6 % 1.0 % 1.1 % 3.7 % 0.1 % 100.0 % Total commercial banking . . . . . . . . . . . . . . Total loans(1) . . . . . . . . . . . . . . . . . . . . . . . . . % of Total loans . . . . . . . . . . . . . . . . . . . . . . __________ (1) Loans include unamortized premiums and discounts, and unamortized deferred fees and costs totaling $1.1 billion as of both December 31, 2020 and 2019. The following table presents our loans held for investment that are 90 days or more past due that continue to accrue interest and loans that are classified as nonperforming as of December 31, 2020 and 2019. We also present nonperforming loans without an allowance as of December 31, 2020. Nonperforming loans generally include loans that have been placed on nonaccrual status. Table 3.2: 90+ Day Delinquent Loans Accruing Interest and Nonperforming Loans (Dollars in millions) Credit Card: December 31, 2020 December 31, 2019 > 90 Days and Accruing Nonperforming Loans(1) Nonperforming Loans Without an Allowance > 90 Days and Accruing Nonperforming Loans Domestic credit card . . . . . . . . . . . . . . . . . $ 1,169 N/A $ International card businesses . . . . . . . . . . 82 $ Total credit card . . . . . . . . . . . . . . . . . . . . . . 1,251 Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . Commercial Banking: Commercial and multifamily real estate . Commercial and industrial . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . 0 0 0 51 0 51 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,302 $ 21 21 294 30 324 200 450 650 995 $ 0 0 0 0 0 0 184 265 449 449 $ 2,277 130 $ 2,407 0 0 0 0 0 0 $ 2,407 $ N/A 25 25 487 23 510 38 410 448 983 % of Total loans held for investment . . . . . . 0.5 % 0.4 % 0.2 % 0.9 % 0.4 % __________ (1) We recognized interest income for loans classified as nonperforming of $39 million for the year ended December 31, 2020. 147 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Credit Quality Indicators We closely monitor economic conditions and loan performance trends to assess and manage our exposure to credit risk. We discuss these risks and our credit quality indicator for each portfolio segment below. Credit Card Our credit card loan portfolio is highly diversified across millions of accounts and numerous geographies without significant individual exposure. We therefore generally manage credit risk based on portfolios with common risk characteristics. The risk in our credit card loan portfolio correlates to broad economic trends, such as unemployment rates and home values, as well as consumers’ financial condition, all of which can have a material effect on credit performance. The key indicator we assess in monitoring the credit quality and risk of our credit card loan portfolio is delinquency trends, including an analysis of loan migration between delinquency categories over time. The table below presents our credit card portfolio by delinquency status as of December 31, 2020. Table 3.3: Credit Card Delinquency Status (Dollars in millions) Credit Card: Domestic credit card: Revolving Loans December 31, 2020 Revolving Loans Converted to Term Total Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 95,629 $ 487 $ 96,116 30-59 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60-89 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Greater than 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 734 451 1,155 97,969 International card businesses: Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,152 30-59 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60-89 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Greater than 90 days . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 47 76 Total international card businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8,354 21 13 14 535 66 11 11 10 98 Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 106,323 $ 633 $ 755 464 1,169 98,504 8,218 90 58 86 8,452 106,956 148 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consumer Banking Our consumer banking loan portfolio consists of auto and retail banking loans. Similar to our credit card loan portfolio, the risk in our consumer banking loan portfolio correlates to broad economic trends, such as unemployment rates, gross domestic product and home values, as well as consumers’ financial condition, all of which can have a material effect on credit performance. The key indicator we monitor when assessing the credit quality and risk of our auto loan portfolio is borrower credit scores as they measure the creditworthiness of borrowers. Delinquency trends are the key indicator we assess in monitoring the credit quality and risk of our retail banking loan portfolio. The table below presents our consumer banking portfolio of loans held for investment by credit quality indicator as of December 31, 2020 and 2019. We present our auto loan portfolio by FICO scores at origination and our retail banking loan portfolio by delinquency status, which includes all past due loans, both performing and nonperforming. Table 3.4: Consumer Banking Portfolio by Credit Quality Indicator Term Loans by Vintage Year December 31, 2020 2020 2019 2018 2017 2016 Prior Total Term Loans Revolving Loans Revolving Loans Converted to Term Total December 31, 2019 $ 13,352 $ 8,091 $ 4,675 $ 2,810 $ 1,168 $ 203 $ 30,299 $ 5,781 9,550 28,683 13,184 22,279 65,762 3,631 6,298 18,020 2,003 3,317 9,995 1,172 1,985 5,967 488 886 2,542 109 243 555 0 $ 0 0 0 0 $ 30,299 $ 28,773 0 11,924 0 19,665 0 60,362 13,184 22,279 65,762 1,041 0 0 233 0 0 206 7 1 222 1 0 167 2 5 537 2 4 2,406 12 10 0 0 0 1 1 4 6 651 15 8 9 7 1 1 0 3,064 28 19 2,658 24 8 15 11 1,041 233 214 224 175 547 2,434 683 9 3,126 2,701 $ 29,724 $ 18,253 $ 10,209 $ 6,191 $ 2,717 $ 1,102 $ 68,196 $ 683 $ 9 $ 68,888 $ 63,063 (Dollars in millions) Auto—At origination FICO scores:(1) Greater than 660 . . . . . . . . . 621-660 . . . . . . 620 or below . . Total auto . . . . . . . . Retail banking— Delinquency status: Current . . . . . . 30-59 days . . . . 60-89 days . . . . Greater than 90 days . . . . . . . . . Total retail banking(2) . . . . . . . . Total consumer banking . . . . . . . . . __________ (1) Amounts represent period-end loans held for investment in each credit score category. Auto credit scores generally represent average FICO scores obtained from three credit bureaus at the time of application and are not refreshed thereafter. Balances for which no credit score is available or the credit score is invalid are included in the 620 or below category. (2) Includes Paycheck Protection Program (“PPP”) loans of $919 million as of December 31, 2020. Commercial Banking The key credit quality indicator for our commercial loan portfolios is our internal risk ratings. We assign internal risk ratings to loans based on relevant information about the ability of the borrowers to repay their debt. In determining the risk rating of a particular loan, some of the factors considered are the borrower’s current financial condition, historical and projected future credit performance, prospects for support from financially responsible guarantors, the estimated realizable value of any collateral and current economic trends. The scale based on our internal risk rating system is as follows: • Noncriticized: Loans that have not been designated as criticized, frequently referred to as “pass” loans. 149 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • • Criticized performing: Loans in which the financial condition of the obligor is stressed, affecting earnings, cash flows or collateral values. The borrower currently has adequate capacity to meet near-term obligations; however, the stress, left unabated, may result in deterioration of the repayment prospects at some future date. Criticized nonperforming: Loans that are not adequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Loans classified as criticized nonperforming have a well-defined weakness, or weaknesses, which jeopardize the full repayment of the debt. These loans are characterized by the distinct possibility that we will sustain a credit loss if the deficiencies are not corrected and are generally placed on nonaccrual status. We use our internal risk rating system for regulatory reporting, determining the frequency of credit exposure reviews, and evaluating and determining the allowance for credit losses for commercial loans. Generally, loans that are designated as criticized performing and criticized nonperforming are reviewed quarterly by management to determine if they are appropriately classified/rated and whether any impairment exists. Noncriticized loans are also generally reviewed, at least annually, to determine the appropriate risk rating. In addition, we evaluate the risk rating during the renewal process of any loan or if a loan becomes past due. The following table presents our commercial banking portfolio of loans held for investment by internal risk ratings as of December 31, 2020 and 2019. The internal risk rating status includes all past due loans, both performing and nonperforming. Table 3.5: Commercial Banking Portfolio by Internal Risk Ratings Term Loans by Vintage Year December 31, 2020 2020 2019 2018 2017 2016 Prior Total Term Loans Revolving Loans Revolving Loans Converted to Term Total $ 3,791 $ 4,932 $ 3,232 $ 1,437 $ 1,649 $ 4,904 $ 19,945 $ 7,114 $ 320 0 446 11 515 30 355 6 391 3 1,258 150 3,285 200 112 0 0 $ 27,059 3,422 25 200 0 4,111 5,389 3,777 1,798 2,043 6,312 23,430 7,226 25 30,681 7,890 794 108 8,792 9,761 316 74 10,151 $ 14,262 $ 14,181 $ 8,366 $ 4,818 $ 3,990 $ 9,561 $ 55,178 $ 20,455 $ 11,548 1,498 183 13,229 29,277 2,204 267 31,748 3,034 215 0 3,249 4,043 521 25 4,589 2,717 252 51 3,020 1,832 106 9 1,947 40,905 80 3,744 42 450 0 122 45,099 147 $ 75,780 Commercial and Multifamily Real Estate % of Total Commercial and Industrial % of Total Total Commercial Banking % of Total December 31, 2019 (Dollars in millions) Internal risk rating:(1) Commercial and multifamily real estate Noncriticized . . . . . . . . . . . . . Criticized performing . . . . . . Criticized nonperforming . . . Total commercial and multifamily real estate . . . . . . . Commercial and industrial Noncriticized . . . . . . . . . . . . . Criticized performing . . . . . . Criticized nonperforming . . . Total commercial and industrial Total commercial banking(2) . . . . . (Dollars in millions) Internal risk rating:(1) Noncriticized . . . . . . . . . . . . . . . . $ 29,625 97.9 % $ Criticized performing . . . . . . . . . . Criticized nonperforming . . . . . . . PCI loans . . . . . . . . . . . . . . . . . . . 561 38 21 1.9 0.1 0.1 42,223 1,620 410 10 95.4 % $ 3.7 0.9 0.0 71,848 2,181 448 31 96.5 % 2.9 0.6 0.0 $ 30,245 100.0 % $ 44,263 100.0 % $ 74,508 100.0 % Total . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) Criticized exposures correspond to the “Special Mention,” “Substandard” and “Doubtful” asset categories defined by bank regulatory authorities. (2) Includes PPP loans of $238 million as of December 31, 2020. 150 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Revolving Loans Converted to Term Loans For the year ended December 31, 2020, we converted $602 million of revolving loans to term loans, primarily in our domestic credit card and commercial banking loan portfolios. Troubled Debt Restructurings Additional guidance issued by the Federal Banking Agencies and contained in the Coronavirus Aid, Relief, and Economic Security Act provides banking organizations with TDR relief for modifications of current borrowers impacted by the COVID-19 pandemic. In adherence with the guidance, we assessed all loan modifications introduced to current borrowers in response to the COVID-19 pandemic through December 31, 2020, that would have been designated as TDRs under our existing policies, and followed guidance that any such eligible loan modifications made on a temporary and good faith basis are not considered TDRs. We consider the impact of all loan modifications, including those offered via our COVID-19 programs, when estimating the credit quality of our loan portfolio and establishing allowance levels. For our Commercial Banking customers, enrollment in a customer assistance program is also considered in the assignment of an internal risk rating. Total recorded TDRs were $2.1 billion and $1.7 billion as of December 31, 2020 and 2019, respectively. TDRs classified as performing in our credit card and consumer banking loan portfolios totaled $1.3 billion and $1.1 billion as of December 31, 2020 and 2019, respectively. TDRs classified as performing in our commercial banking loan portfolio totaled $442 million and $224 million as of December 31, 2020 and 2019, respectively. Commitments to lend additional funds on loans modified in TDRs totaled $173 million and $178 million as of December 31, 2020 and 2019, respectively. Loans Modified in TDRs As part of our loan modification programs to borrowers experiencing financial difficulty, we may provide multiple concessions to minimize our economic loss and improve long-term loan performance and collectability. The following tables present the major modification types, amortized cost amounts and financial effects of loans modified in TDRs during the years ended December 31, 2020, 2019 and 2018. Table 3.6: Troubled Debt Restructurings Year Ended December 31, 2020 Reduced Interest Rate Term Extension Balance Reduction Total Loans Modified(1) % of TDR Activity(2) Average Rate Reduction % of TDR Activity(2) Average Term Extension (Months) % of TDR Activity(2) Gross Balance Reduction (Dollars in millions) Credit Card: Domestic credit card . . . . . . . . . . . . . . . . . . . $ International card businesses . . . . . . . . . . . . Total credit card . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . Commercial Banking: Commercial and multifamily real estate . . . Commercial and industrial . . . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . 243 168 411 536 5 541 98 439 537 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,489 100 % 15.94 % 0 % 100 100 11 11 11 0 4 3 33 27.38 20.61 5.68 10.86 5.73 0.00 0.14 0.14 18.06 0 0 95 20 94 86 52 58 55 0 0 0 3 8 3 5 21 17 8 0 % $ 0 0 0 0 0 0 4 3 1 $ 0 0 0 1 0 1 0 7 7 8 151 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2019 Reduced Interest Rate Term Extension Balance Reduction Total Loans Modified(1) % of TDR Activity(2) Average Rate Reduction % of TDR Activity(2) Average Term Extension (Months) % of TDR Activity(2) Gross Balance Reduction (Dollars in millions) Credit Card: Domestic credit card . . . . . . . . . . . . . . . . . . . $ International card businesses . . . . . . . . . . . . Total credit card . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . Commercial Banking: Commercial and multifamily real estate . . . Commercial and industrial . . . . . . . . . . . . . . Total commercial lending . . . . . . . . . . . . . Small-ticket commercial real estate . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 351 173 524 268 7 275 39 159 198 1 199 998 100 % 16.60 % 100 100 39 11 38 87 3 19 0 19 67 27.28 20.12 3.63 10.66 3.68 0.00 0.33 0.04 0.00 0.04 16.37 0 % 0 0 90 54 89 13 20 18 0 18 28 0 0 0 7 3 7 1 8 7 0 7 7 0 % $ 0 0 1 33 2 0 0 0 0 0 0 $ 0 0 0 1 0 1 0 0 0 0 0 1 Year Ended December 31, 2018 Reduced Interest Rate Term Extension Balance Reduction Total Loans Modified(1) % of TDR Activity(2) Average Rate Reduction % of TDR Activity(2) Average Term Extension (Months) % of TDR Activity(2) Gross Balance Reduction (Dollars in millions) Credit Card: Domestic credit card . . . . . . . . . . . . . . . . . . . $ International card businesses . . . . . . . . . . . . Total credit card . . . . . . . . . . . . . . . . . . . . . . . . Consumer Banking: Auto(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Home loan . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . Total consumer banking . . . . . . . . . . . . . . . . . . Commercial Banking: Commercial and multifamily real estate . . . Commercial and industrial . . . . . . . . . . . . . . Total commercial lending . . . . . . . . . . . . . Small-ticket commercial real estate . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . 412 184 596 227 6 8 241 43 170 213 3 216 100 % 15.93 % 100 100 49 28 16 48 0 0 0 0 0 26.96 19.34 3.88 1.78 10.92 3.93 0.00 1.03 1.03 0.00 1.03 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) $ 1,053 68 16.84 0 % 0 0 89 83 43 87 80 54 60 0 59 32 0 0 0 8 214 12 13 5 13 11 0 11 12 0 % $ 0 0 1 0 0 1 0 0 0 0 0 0 $ 0 0 0 1 0 0 1 0 0 0 0 0 1 Represents the amortized cost of total loans modified in TDRs at the end of the period in which they were modified. As not every modification type is included in the table above, the total percentage of TDR activity may not add up to 100%. Some loans may receive more than one type of concession as part of the modification. (2) (3) Due to multiple concessions granted to some troubled borrowers, percentages may total more than 100% for certain loan types. Includes certain TDRs that are recorded as other assets on our consolidated balance sheets. 152 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Subsequent Defaults of Completed TDR Modifications The following table presents the type, number and amortized cost of loans modified in TDRs that experienced a default during the period and had completed a modification event in the twelve months prior to the default. A default occurs if the loan is either 90 days or more delinquent, has been charged off as of the end of the period presented or has been reclassified from accrual to nonaccrual status. Table 3.7: TDRs—Subsequent Defaults (Dollars in millions) Credit Card: Year Ended December 31, 2020 2019 2018 Number of Contracts Amount Number of Contracts Amount Number of Contracts Amount Domestic credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,639 $ International card businesses . . . . . . . . . . . . . . . . . . . . . Total credit card . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58,363 91,002 69 87 47,086 $ 69,470 156 116,556 99 110 209 61,070 $ 61,014 122,084 Consumer Banking: Auto . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,877 Home loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retail banking . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 10 Total consumer banking . . . . . . . . . . . . . . . . . . . . . . . . . . . 5,887 Commercial Banking: Commercial and multifamily real estate . . . . . . . . . . . . Commercial and industrial . . . . . . . . . . . . . . . . . . . . . . Total commercial banking . . . . . . . . . . . . . . . . . . . . . . . . . 1 15 16 77 0 1 78 50 130 180 5,575 0 24 5,599 0 1 1 70 0 2 72 0 25 25 6,980 3 26 7,009 1 26 27 Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 96,905 $ 414 122,156 $ 306 129,120 $ 126 106 232 79 1 2 82 3 120 123 437 Loans Pledged We pledged loan collateral of $14.1 billion and $14.6 billion to secure the majority of our FHLB borrowing capacity of $19.6 billion and $18.7 billion as of December 31, 2020 and 2019, respectively. We also pledged loan collateral of $25.5 billion and $6.7 billion to secure our Federal Reserve Discount Window borrowing capacity of $20.0 billion and $5.3 billion as of December 31, 2020 and 2019, respectively. In addition to loans pledged, we have securitized a portion of our credit card and auto loan portfolios. See “Note 5—Variable Interest Entities and Securitizations” for additional information. Loans Held for Sale Our total loans held for sale was $2.7 billion and $400 million as of December 31, 2020 and 2019, respectively. We originated for sale $10.0 billion, $9.0 billion and $8.7 billion of commercial multifamily real estate loans in 2020, 2019 and 2018, respectively. We retained servicing rights upon the sale of these loans. 153 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 4—ALLOWANCE FOR CREDIT LOSSES AND RESERVE FOR UNFUNDED LENDING COMMITMENTS In the first quarter of 2020, we adopted the CECL standard. Accordingly, our disclosures below reflect these adoption changes. Prior period presentation was not modified to conform to the current period presentation. See “Note 1—Summary of Significant Accounting Policies” for additional information. Our allowance for credit losses represents management’s current estimate of expected credit losses over the contractual terms of our loans held for investment as of each balance sheet date. Expected recoveries of amounts previously charged off or expected to be charged off are recognized within the allowance. When developing an estimate of expected credit losses, we use both quantitative and qualitative methods in considering all available information relevant to assessing collectability. This may include internal information, external information or a combination of both relating to past events, current conditions, and reasonable and supportable forecasts. Management will consider and may qualitatively adjust for conditions, changes and trends in loan portfolios that may not be captured in modeled results. These adjustments are referred to as qualitative factors and represent management’s judgment of the imprecision and risks inherent in the processes and assumptions used in establishing the allowance for credit losses. Significant judgment is applied in our estimation of lifetime credit losses. For credit card loans, accrued interest is charged off simultaneously with the charge off of other components of amortized cost as a reduction of revenue. Total net revenue was reduced by $1.1 billion in 2020 for finance charges and fees charged-off as uncollectible and by $1.4 billion and $1.3 billion in 2019 and 2018, respectively, for the estimated uncollectible amount of billed finance charges and fees and related losses. We have unfunded lending commitments in our Commercial Banking business that are not unconditionally cancellable by us and for which we estimate expected credit losses in establishing a reserve. This reserve is measured using the same measurement objectives as the allowance for loans held for investment. We build or release the reserve for unfunded lending commitments through the provision for credit losses in our consolidated statements of income, and the related reserve for unfunded lending commitments is included in other liabilities on our consolidated balance sheets. Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity The table below summarizes changes in the allowance for credit losses and reserve for unfunded lending commitments by portfolio segment for the years ended December 31, 2020, 2019 and 2018. The allowance balance as of December 31, 2020 reflects the cumulative effects from adoption of the CECL standard and the change to include finance charge and fee reserve in the allowance for credit losses. The reserve for unfunded lending commitments balance as of December 31, 2020 also reflects the cumulative effects from adoption of the CECL standard, including the component of loss sharing agreements with the government-sponsored enterprises (“GSEs”) on multifamily commercial real estate loans that are within the scope of the CECL standard. Our allowance for credit losses increased by $8.4 billion to $15.6 billion as of December 31, 2020 from 2019, primarily driven by the allowance builds in the first and second quarters of 2020 from expectations of economic worsening as a result of the COVID-19 pandemic as well as the adoption of the CECL standard in the first quarter of 2020. 154 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table 4.1: Allowance for Credit Losses and Reserve for Unfunded Lending Commitments Activity (Dollars in millions) Allowance for loan and lease losses: Credit Card Consumer Banking Commercial Banking Other(1) Total Balance as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,648 $ 1,242 $ 611 $ 1 $ 7,502 Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision (benefit) for loan and lease losses . . . . . . . . . . . . . . . . . . Allowance build (release) for loan and lease losses . . . . . . . . . . . . Other changes(1)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,657) 1,588 (5,069) 4,984 (85) (28) (1,832) 851 (981) 841 (140) (54) Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . 5,535 1,048 Reserve for unfunded lending commitments: Balance as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . Provision (benefit) for losses on unfunded lending commitments . Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 7 (3) 4 (119) 63 (56) 82 26 0 637 117 1 118 (7) 1 (6) (49) (55) 54 0 0 0 0 (8,615) 2,503 (6,112) 5,858 (254) (28) 7,220 124 (2) 122 Combined allowance and reserve as of December 31, 2018 . . . $ 5,535 $ 1,052 $ 755 $ 0 $ 7,342 155 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions) Allowance for loan and lease losses: Credit Card Consumer Banking Commercial Banking Total Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,535 $ 1,048 $ 637 $ 7,220 Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for loan and lease losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance build (release) for loan and lease losses . . . . . . . . . . . . . . . . . . . . . . . . Other changes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve for unfunded lending commitments: Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for losses on unfunded lending commitments . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,711) 1,562 (5,149) 4,992 (157) 17 5,395 0 0 0 (1,917) 970 (947) 937 (10) 0 1,038 4 1 5 (181) 25 (156) 294 138 0 775 118 12 130 (8,809) 2,557 (6,252) 6,223 (29) 17 7,208 122 13 135 Combined allowance and reserve as of December 31, 2019 . . . . . . . . . . . . . . . $ 5,395 $ 1,043 $ 905 $ 7,343 Allowance for credit losses: Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,395 $ 1,038 $ 775 $ Cumulative effects from adoption of the CECL standard . . . . . . . . . . . . . . . . . . . Finance charge and fee reserve reclassification(4) . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recoveries(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net charge-offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Allowance build for credit losses(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other changes(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reserve for unfunded lending commitments: Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cumulative effects from adoption of the CECL standard . . . . . . . . . . . . . . . . . . . Balance as of January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for losses on unfunded lending commitments . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,241 462 8,098 (5,749) 1,479 (4,270) 7,327 3,057 36 11,191 0 0 0 0 0 502 0 1,540 (1,534) 956 (578) 1,753 1,175 0 2,715 5 (5) 0 0 0 102 0 877 (394) 17 (377) 1,158 781 0 7,208 2,845 462 10,515 (7,677) 2,452 (5,225) 10,238 5,013 36 1,658 15,564 130 42 172 23 195 135 37 172 23 195 Combined allowance and reserve as of December 31, 2020 . . . . . . . . . . . . . . . $ 11,191 $ 2,715 $ 1,853 $ 15,759 __________ (1) In 2018, we sold all of our consumer home loan portfolio and recognized a gain of approximately $499 million in the Other category, including a benefit for credit losses of $46 million. (2) (3) (4) (5) The amount and timing of recoveries are impacted by our collection strategies, which are based on customer behavior and risk profile and include direct customer communications, repossession of collateral, the periodic sale of charged off loans as well as additional strategies, such as litigation. Represents foreign currency translation adjustments. Concurrent with our adoption of the CECL standard in the first quarter of 2020, we reclassified our finance charge and fee reserve to our allowance for credit losses, with a corresponding increase to credit card loans held for investment. Includes an allowance release of $327 million for a partnership credit card loan portfolio transferred to held for sale in the third quarter of 2020. 156 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Credit Card Partnership Loss Sharing Arrangements We have certain credit card partnership agreements that are presented within our consolidated financial statements on a net basis, in which our partner agrees to share a portion of the credit losses on the underlying loan portfolio. The expected reimbursements from these partners are netted against our allowance for credit losses. Our methodology for estimating reimbursements is consistent with the methodology we use to estimate the allowance for credit losses on our credit card loan receivables. These expected reimbursements result in reductions to net charge-offs and the provision for credit losses. See “Note 1—Summary of Significant Accounting Policies” for further discussion of our credit card partnership agreements. The table below summarizes the changes in the estimated reimbursements from these partners for the years ended December 31, 2020, 2019 and 2018. Beginning in 2019, amounts below include the impacts of our loss sharing arrangement on the acquired Walmart portfolio. Table 4.2: Summary of Credit Card Partnership Loss Sharing Arrangements Impacts (Dollars in millions) Estimated reimbursements from partners, beginning of period(1) . . . . . . . . . . . . . . . . . . . Amounts due from partners which reduced net charge-offs . . . . . . . . . . . . . . . . . . . . . . . Amounts estimated to be charged to partners which reduced provision for credit losses . Year Ended December 31, 2020 2019 2018 $ 2,166 $ 379 $ (959) 952 (600) 1,383 Estimated reimbursements from partners, end of period . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,159 $ 1,162 $ 380 (382) 381 379 __________ (1) Includes effects from adoption of the CECL standard in the first quarter of 2020. 157 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5—VARIABLE INTEREST ENTITIES AND SECURITIZATIONS In the normal course of business, we enter into various types of transactions with entities that are considered to be VIEs. Our primary involvement with VIEs is related to our securitization transactions in which we transfer assets to securitization trusts. We primarily securitize credit card and auto loans, which have provided a source of funding for us and enabled us to transfer a certain portion of the economic risk of the loans or related debt securities to third parties. The entity that has a controlling financial interest in a VIE is referred to as the primary beneficiary and is required to consolidate the VIE. The majority of the VIEs in which we are involved have been consolidated in our financial statements. Summary of Consolidated and Unconsolidated VIEs The assets of our consolidated VIEs primarily consist of cash, loan receivables and the related allowance for credit losses, which we report on our consolidated balance sheets under restricted cash for securitization investors, loans held in consolidated trusts and allowance for credit losses, respectively. The assets of a particular VIE are the primary source of funds to settle its obligations. Creditors of these VIEs typically do not have recourse to our general credit. Liabilities primarily consist of debt securities issued by the VIEs, which we report under securitized debt obligations on our consolidated balance sheets. For unconsolidated VIEs, we present the carrying amount of assets and liabilities reflected on our consolidated balance sheets and our maximum exposure to loss. Our maximum exposure to loss is estimated based on the unlikely event that all of the assets in the VIEs become worthless and we are required to meet our maximum remaining funding obligations. The tables below present a summary of VIEs in which we had continuing involvement or held a variable interest, aggregated based on VIEs with similar characteristics as of December 31, 2020 and 2019. We separately present information for consolidated and unconsolidated VIEs. Table 5.1: Carrying Amount of Consolidated and Unconsolidated VIEs (Dollars in millions) Securitization-Related VIEs: Credit card loan securitizations(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . Auto loan securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Home loan securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 Total securitization-related VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other VIEs:(2) Affordable housing entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Entities that provide capital to low-income and rural communities . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24,426 12,393 242 1,951 0 2,193 17 26 0 43 December 31, 2020 Consolidated Carrying Amount of Assets Carrying Amount of Liabilities Carrying Amount of Assets Unconsolidated Carrying Amount of Liabilities Maximum Exposure to Loss $ 22,066 $ 10,338 $ 0 $ 0 $ 2,360 2,055 0 55 55 0 0 0 0 0 305 305 0 436 5,038 5,343 4,602 1,240 4,602 0 436 0 0 5,038 1,240 Total VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 26,619 $ 12,436 $ 5,093 $ 1,240 $ 158 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions) Securitization-Related VIEs: Credit card loan securitizations(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . Auto loan securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Home loan securitizations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 Total securitization-related VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other VIEs:(2) 33,394 18,125 Affordable housing entities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Entities that provide capital to low-income and rural communities . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 236 1,889 0 2,125 7 69 0 76 December 31, 2019 Consolidated Carrying Amount of Assets Carrying Amount of Liabilities Carrying Amount of Assets Unconsolidated Carrying Amount of Liabilities Maximum Exposure to Loss $ 31,112 $ 16,113 $ 0 $ 0 $ 2,282 2,012 0 66 66 0 0 0 0 0 352 352 0 502 5,061 5,413 4,559 1,289 4,559 0 502 0 0 5,061 1,289 Total VIEs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) $ 35,519 $ 18,201 $ 5,127 $ 1,289 $ Represents the carrying amount of assets and liabilities owned by the VIE, which includes the seller’s interest and repurchased notes held by other related parties. (2) In certain investment structures, we consolidate a VIE which in turn holds as its primary asset an investment in an unconsolidated VIE. In these instances, we disclose the carrying amount of assets and liabilities on our consolidated balance sheets as unconsolidated VIEs to avoid duplicating our exposure, as the unconsolidated VIEs are generally the operating entities generating the exposure. The carrying amount of assets and liabilities included in the unconsolidated VIE columns above related to these investment structures were $2.3 billion of assets and $596 million of liabilities as of December 31, 2020, and $2.3 billion of assets and $741 million of liabilities as of December 31, 2019. Securitization-Related VIEs In a securitization transaction, assets are transferred to a trust, which generally meets the definition of a VIE. We engage in securitization activities as an issuer and an investor. Our primary securitization issuance activity includes credit card and auto securitizations, conducted through securitization trusts which we consolidate. Our continuing involvement in these securitization transactions mainly consists of acting as the primary servicer and holding certain retained interests. In our multifamily agency business, we originate multifamily commercial real estate loans and transfer them to GSEs who may, in turn, securitize them. We retain the related MSRs and service the transferred loans pursuant to the guidelines set forth by the GSEs. As an investor, we hold primarily RMBS, CMBS, and ABS in our investment securities portfolio, which represent variable interests in the respective securitization trusts from which those securities were issued. We do not consolidate the securitization trusts employed in these transactions as we do not have the power to direct the activities that most significantly impact the economic performance of these securitization trusts. We exclude these VIEs from the tables within this note because we do not consider our continuing involvement with these VIEs to be significant as we either invest in securities issued by the VIE and were not involved in the design of the VIE or no transfers have occurred between the VIE and us. Our maximum exposure to loss as a result of our involvement with these VIEs is the carrying value of the MSRs and investment securities on our consolidated balance sheets as well as our contractual obligations under loss sharing arrangements. See “Note 6—Goodwill and Intangible Assets” for information related to our MSRs associated with these securitizations and “Note 2—Investment Securities” for more information on the securities held in our investment securities portfolio. In addition, where we have certain lending arrangements in the normal course of business with entities that could be VIEs, we have also excluded these VIEs from the tables presented in this note. See “Note 3—Loans” for additional information regarding our lending arrangements in the normal course of business. 159 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below presents our continuing involvement in certain securitization-related VIEs as of December 31, 2020 and 2019. Table 5.2: Continuing Involvement in Securitization-Related VIEs (Dollars in millions) December 31, 2020: Credit Card Auto Mortgages Securities held by third-party investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,361 $ 2,053 $ Receivables in the trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23,683 2,243 Cash balance of spread or reserve accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Servicing retained . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Yes Yes 10 Yes Yes December 31, 2019: Securities held by third-party investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,798 $ 2,010 $ Receivables in the trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31,625 2,192 Cash balance of spread or reserve accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retained interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Servicing retained . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Yes Yes 7 Yes Yes 790 793 15 Yes No 962 978 17 Yes No Credit Card Securitizations We securitize a portion of our credit card loans which provides a source of funding for us. Credit card securitizations involve the transfer of credit card receivables to securitization trusts. These trusts then issue debt securities collateralized by the transferred receivables to third-party investors. We hold certain retained interests in our credit card securitizations and continue to service the receivables in these trusts. We consolidate these trusts because we are deemed to be the primary beneficiary as we have the power to direct the activities that most significantly impact the economic performance of the trusts, and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the trusts. Auto Securitizations Similar to our credit card securitizations, we securitize a portion of our auto loans which provides a source of funding for us. Auto securitization involves the transfer of auto loans to securitization trusts. These trusts then issue debt securities collateralized by the transferred loans to third-party investors. We hold certain retained interests and continue to service the loans in these trusts. We consolidate these trusts because we are deemed to be the primary beneficiary as we have the power to direct the activities that most significantly impact the economic performance of the trusts, and the right to receive benefits or the obligation to absorb losses that could potentially be significant to the trusts. Mortgage Securitizations We had previously securitized mortgage loans by transferring these loans to securitization trusts that had issued mortgage- backed securities to investors. These mortgage trusts consist of option-adjustable rate mortgage (“option-ARM”) securitizations and securitizations from our discontinued operations which include the mortgage origination operations of our wholesale mortgage banking unit, GreenPoint Mortgage Funding, Inc. (“GreenPoint”) and the manufactured housing operations of GreenPoint Credit, LLC, a subsidiary of GreenPoint (collectively “GreenPoint securitizations”). We retain rights to certain future cash flows arising from these securitizations. We do not consolidate the mortgage securitizations because we do not have the power to direct the activities that most significantly impact the economic performance of the trusts, and the right to receive the benefits or the obligation to absorb losses that could potentially be significant to the trusts. Other VIEs Affordable Housing Entities As part of our community reinvestment initiatives, we invest in private investment funds that make equity investments in multifamily affordable housing properties. We receive affordable housing tax credits for these investments. The activities of these entities are financed with a combination of invested equity capital and debt. We account for certain of our investments in 160 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS qualified affordable housing projects using the proportional amortization method if certain criteria are met. The proportional amortization method amortizes the cost of the investment over the period in which the investor expects to receive tax credits and other tax benefits, and the resulting amortization is recognized as a component of income tax expense attributable to continuing operations. For the year ended December 31, 2020 and 2019, we recognized amortization of $556 million and $554 million, respectively, and tax credits of $607 million and $610 million, respectively, associated with these investments within income tax provision or benefit. The carrying value of our equity investments in these qualified affordable housing projects was $4.5 billion and $4.4 billion as of December 31, 2020 and 2019, respectively. We are periodically required to provide additional financial or other support during the period of the investments. Our liability for these unfunded commitments was $1.5 billion as of both December 31, 2020 and 2019, and is largely expected to be paid from 2021 to 2023. For those investment funds considered to be VIEs, we are not required to consolidate them if we do not have the power to direct the activities that most significantly impact the economic performance of those entities. We record our interests in these unconsolidated VIEs in loans held for investment, other assets and other liabilities on our consolidated balance sheets. Our maximum exposure to these entities is limited to our variable interests in the entities which consisted of assets of approximately $4.6 billion as of both December 31, 2020 and 2019. The creditors of the VIEs have no recourse to our general credit and we do not provide additional financial or other support other than during the period that we are contractually required to provide it. The total assets of the unconsolidated VIE investment funds were approximately $11.0 billion and $10.9 billion as of December 31, 2020 and 2019, respectively. Entities that Provide Capital to Low-Income and Rural Communities We hold variable interests in entities (“Investor Entities”) that invest in community development entities (“CDEs”) that provide debt financing to businesses and non-profit entities in low-income and rural communities. Variable interests in the CDEs held by the consolidated Investor Entities are also our variable interests. The activities of the Investor Entities are financed with a combination of invested equity capital and debt. The activities of the CDEs are financed solely with invested equity capital. We receive federal and state tax credits for these investments. We consolidate the VIEs in which we have the power to direct the activities that most significantly impact the VIE’s economic performance and where we have the obligation to absorb losses or right to receive benefits that could be potentially significant to the VIE. We consolidate other investments and CDEs that are not considered to be VIEs, but where we hold a controlling financial interest. The assets of the VIEs that we consolidated, which totaled approximately $2.0 billion and $1.9 billion as of December 31, 2020 and 2019, respectively, are reflected on our consolidated balance sheets in cash, loans held for investment, and other assets. The liabilities are reflected in other liabilities. The creditors of the VIEs have no recourse to our general credit. We have not provided additional financial or other support other than during the period that we are contractually required to provide it. Other We hold variable interests in other VIEs, including companies that promote renewable energy sources and other equity method investments. We were not required to consolidate these VIEs because we do not have the power to direct the activities that most significantly impact their economic performance. Our maximum exposure to these VIEs is limited to the investments on our consolidated balance sheets of $436 million and $502 million as of December 31, 2020 and 2019, respectively. The creditors of the other VIEs have no recourse to our general credit. We have not provided additional financial or other support other than during the period that we are contractually required to provide it. 161 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6—GOODWILL AND INTANGIBLE ASSETS The table below presents our goodwill, intangible assets and MSRs as of December 31, 2020 and 2019. Goodwill is presented separately, while intangible assets and MSRs are included in other assets on our consolidated balance sheets. Table 6.1: Components of Goodwill, Intangible Assets and MSRs (Dollars in millions) Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Intangible assets: December 31, 2020 Accumulated Amortization Net Carrying Amount Weighted Average Remaining Amortization Period Carrying Amount of Assets 14,653 N/A $ 14,653 N/A Purchased credit card relationship (“PCCR”) intangibles . . . . . . . . . . . . . . . . Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total goodwill and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial MSRs(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 148 $ 248 396 15,049 $ 542 $ (138) (168) (306) (306) $ (175) $ 10 80 90 14,743 367 6.2 years 7.3 years 7.1 years (Dollars in millions) December 31, 2019 Carrying Amount of Assets Accumulated Amortization Net Carrying Amount Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 14,653 N/A $ 14,653 Intangible assets: PCCR intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total goodwill and intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commercial MSRs(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 1,932 $ 246 2,178 16,831 $ 555 $ (1,864) (140) (2,004) (2,004) $ (255) $ 68 106 174 14,827 300 Weighted Average Remaining Amortization Period N/A 3.9 years 6.7 years 5.6 years __________ (1) Primarily consists of intangibles for sponsorship, customer and merchant relationships, partnership, trade name and other contract intangibles. (2) Commercial MSRs are accounted for under the amortization method on our consolidated balance sheets. We recorded $69 million and $70 million of amortization expense for the years ended December 31, 2020 and 2019, respectively. 162 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Goodwill There were no changes in the carrying amount of goodwill by each of our business segments for the year ended December 31, 2020, and the following table presents such changes for the years ended December 31, 2019 and 2018.We did not recognize any goodwill impairment during 2020, 2019 or 2018. Table 6.2: Goodwill by Business Segments (Dollars in millions) Balance as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions in goodwill related to divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other adjustments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions in goodwill related to divestitures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other adjustments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Card Consumer Banking Commercial Banking Total $ 5,032 $ 4,600 $ 4,901 $ 14,533 33 0 (5) 0 0 0 0 (17) 0 33 (17) (5) 5,060 4,600 4,884 14,544 25 0 3 46 (1) 0 36 0 0 107 (1) 3 $ $ 5,088 $ 4,645 $ 4,920 $ 14,653 5,088 $ 4,645 $ 4,920 $ 14,653 __________ (1) Represents foreign currency translation adjustments and measurement period adjustments on prior period acquisitions. The goodwill impairment test is performed as of October 1 of each year. An impairment of a reporting unit’s goodwill is determined based on the amount by which the reporting unit’s carrying value exceeds its fair value, limited to the amount of goodwill allocated to the reporting unit. The fair value of reporting units is calculated using a discounted cash flow methodology, a form of the income approach. The calculation uses projected cash flows based on each reporting unit’s internal forecast and uses the perpetuity growth method to calculate terminal values. These cash flows and terminal values are then discounted using appropriate discount rates, which are largely based on our external cost of equity with adjustments for risk inherent in each reporting unit. Capital is allocated based on each reporting unit’s specific regulatory capital requirements, economic capital requirements, and underlying risks. Consolidated stockholder’s equity in excess of the sum of all reporting unit’s capital requirements that is not identified for future capital needs, such as dividends, share buybacks, or other strategic initiatives, is allocated to the reporting units and Other category and assumed distributed to equity holders in future periods. Our discounted cash flow analysis requires management to make judgments about future loan and deposit growth, revenue growth, credit losses, and capital rates. The reasonableness of our fair value calculation is assessed by reference to a market-based approach using comparable market multiples and recent market transactions where available. 163 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Intangible Assets In connection with our acquisitions, we recorded intangible assets including PCCRs, sponsorships, customer and merchant relationships, partnerships, trade names and other contract intangibles. At acquisition, the PCCRs reflect the estimated value of existing credit card holder relationships. Intangible assets are typically amortized over their respective estimated useful lives on either an accelerated or straight-line basis. The following table summarizes the actual amortization expense recorded for the years ended December 31, 2020, 2019 and 2018 and the estimated future amortization expense for intangible assets as of December 31, 2020: Table 6.3: Amortization Expense (Dollars in millions) Actual for the year ended December 31, Amortization Expense 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Estimated future amounts for the year ending December 31, 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total estimated future amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 174 112 60 20 16 13 10 9 14 82 164 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 7—PREMISES, EQUIPMENT AND LEASES Premises and Equipment The following table presents our premises and equipment as of December 31, 2020 and 2019. Table 7.1 Components of Premises and Equipment (Dollars in millions) Land . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Buildings and improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Furniture and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Computer software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . In progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total premises and equipment, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2020 December 31, 2019 $ 366 $ 3,742 1,973 2,144 768 8,993 382 3,903 2,218 1,996 689 9,188 Less: Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,706) (4,810) Total premises and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 4,287 $ 4,378 Depreciation and amortization expense was $809 million, $741 million and $728 million for the years ended December 31, 2020, 2019 and 2018, respectively. Leases Our primary involvement with leases is in the capacity as a lessee where we lease premises to support our business. A majority of our leases are operating leases of office space, retail bank branches and Cafés. For real estate leases, we have elected to account for the lease and non-lease components together as a single lease component. Our operating leases expire at various dates through 2071, and many of them require variable lease payments by us, of property taxes, insurance premiums, common area maintenance and other costs. Certain of these leases also have extension or termination options, and we assess the likelihood of exercising such options. If it is reasonably certain that we will exercise the options, then we include the impact in the measurement of our right-of-use assets and lease liabilities. Our right-of-use assets and lease liabilities for operating leases are included in other assets and other liabilities on our consolidated balance sheets. As most of our operating leases do not provide an implicit rate, we use our incremental borrowing rate in determining the present value of lease payments. Our operating lease expense is included in occupancy and equipment within non-interest expense in our consolidated statements of income. Total operating lease expense consists of operating lease cost, which is recognized on a straight-line basis over the lease term, and variable lease cost, which is recognized based on actual amounts incurred. We also sublease certain premises, and sublease income is included in other non-interest income in our consolidated statements of income. The following tables present information about our operating lease portfolio and the related lease costs as of and for the year ended December 31, 2020. Table 7.2 Operating Lease Portfolio (Dollars in millions) Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted-average remaining lease term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted-average discount rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ December 31, 2020 1,316 1,688 8.7 years 3.1 % $ December 31, 2019 1,433 1,756 8.9 years 3.3 % 165 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table 7.3 Total Operating Lease Expense and Other Information (Dollars in millions) Operating lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Variable lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Sublease income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net lease cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid for amounts included in the measurement of lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right-of-use assets obtained in exchange for lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right-of-use assets recognized upon adoption of new lease standard . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ Year Ended December 31, 2020 2019 315 $ 43 358 (26) 332 $ 325 $ 180 0 316 39 355 (26) 329 328 112 1,601 The following table presents a maturity analysis of our operating leases and a reconciliation of the undiscounted cash flows to our lease liabilities as of December 31, 2020. Table 7.4 Maturities of Operating Leases and Reconciliation to Lease Liabilities (Dollars in millions) 2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total undiscounted lease payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Imputed interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ December 31, 2020 296 272 250 216 180 721 1,935 (247) 1,688 As of December 31, 2020, we had approximately $69 million and $75 million of right-of-use assets and lease liabilities, respectively, for finance leases with a weighted-average remaining lease term of 4.4 years. As of December 31, 2019, we had approximately $96 million and $103 million of right-of-use assets and lease liabilities, respectively, for finance leases with a weighted-average remaining lease term of 5.9 years. These right-of-use assets and lease liabilities are included in premises and equipment, net and other borrowings, respectively, on our consolidated balance sheets. We recognized $24 million and $27 million of total finance lease expense for the years ended December 31, 2020 and 2019, respectively. 166 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8—DEPOSITS AND BORROWINGS Our deposits represent our largest source of funding for our assets and operations, which include checking accounts, money market deposits, negotiable order of withdrawals, savings deposits and time deposits. We also use a variety of other funding sources including short-term borrowings, senior and subordinated notes, securitized debt obligations and other borrowings. In addition, we utilize FHLB advances, which are secured by certain portions of our loan and investment securities portfolios. Securitized debt obligations are presented separately on our consolidated balance sheets, as they represent obligations of consolidated securitization trusts, while federal funds purchased and securities loaned or sold under agreements to repurchase, senior and subordinated notes and other borrowings, including FHLB advances, are included in other debt on our consolidated balance sheets. Our total short-term borrowings generally consist of federal funds purchased and securities loaned or sold under agreements to repurchase and short-term FHLB advances. Our long-term debt consists of borrowings with an original contractual maturity of greater than one year. The following tables summarize the components of our deposits, short-term borrowings and long-term debt as of December 31, 2020 and 2019. The carrying value presented below for these borrowings includes unamortized debt premiums and discounts, net of debt issuance costs and fair value hedge accounting adjustments. Table 8.1: Components of Deposits, Short-Term Borrowings and Long-Term Debt (Dollars in millions) Deposits: December 31, 2020 December 31, 2019 Non-interest-bearing deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest-bearing deposits(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 31,142 $ 23,488 274,300 239,209 $ 305,442 $ 262,697 Short-term borrowings: Federal funds purchased and securities loaned or sold under agreements to repurchase . . . . . . . . . . . . . . . $ 668 $ FHLB advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 Total short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 668 $ 314 7,000 7,314 (Dollars in millions) Long-term debt: December 31, 2020 December 31, 2019 Maturity Dates Stated Interest Rates Weighted- Average Interest Rate Carrying Value Carrying Value Securitized debt obligations . . . . . . . . . . . . . . . . . . 2021-2026 0.51% - 3.01% 1.87 % $ 12,414 $ 17,808 Senior and subordinated notes: Fixed unsecured senior debt(2) . . . . . . . . . . . . . Floating unsecured senior debt . . . . . . . . . . . . . 2021-2029 2021-2023 0.80 - 4.75 0.64 - 1.36 Total unsecured senior debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed unsecured subordinated debt . . . . . . . . . 2023-2026 3.38 - 4.20 3.24 0.97 3.08 3.78 Total senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other long-term borrowings: Finance lease liabilities . . . . . . . . . . . . . . . . . . . 2021-2031 0.68 - 9.91 3.78 Total other long-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21,045 1,609 22,654 4,728 27,382 75 75 $ $ 39,871 $ 40,539 $ 23,302 2,695 25,997 4,475 30,472 103 103 48,383 55,697 Total short-term borrowings and long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) Includes $4.2 billion and $6.5 billion of time deposits in denominations in excess of the $250,000 federal insurance limit as of December 31, 2020 and 2019, respectively. Includes $1.6 billion and $1.4 billion of EUR-denominated unsecured notes as of December 31, 2020 and 2019, respectively. (2) 167 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the carrying value of our interest-bearing time deposits with contractual maturities, securitized debt obligations and other debt by remaining contractual maturity as of December 31, 2020. Table 8.2: Maturity Profile of Borrowings (Dollars in millions) Interest-bearing time deposits . . . . . . . . . . . . . . . Securitized debt obligations . . . . . . . . . . . . . . . . . Federal funds purchased and securities loaned or sold under agreements to repurchase . . . . . . . . . . Senior and subordinated notes . . . . . . . . . . . . . . . Other borrowings . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2021 2022 2023 2024 2025 Thereafter Total $ 21,381 $ 2,331 6,447 $ 5,635 2,212 $ 1,087 2,196 $ 1,569 385 $ 289 126 $ 32,747 12,414 1,503 668 3,878 20 0 2,488 20 $ 28,278 $ 14,590 $ 0 6,032 18 9,349 $ 0 4,661 5 8,431 $ 0 3,488 3 4,165 $ 0 6,835 9 668 27,382 75 8,473 $ 73,286 168 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9—DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Use of Derivatives and Accounting for Derivatives We regularly enter into derivative transactions to support our overall risk management activities. Our primary market risks stem from the impact on our earnings and economic value of equity due to changes in interest rates and, to a lesser extent, changes in foreign exchange rates. We manage our interest rate sensitivity by employing several techniques, which include changing the duration and re-pricing characteristics of various assets and liabilities by using interest rate derivatives. We also use foreign currency derivatives to limit our earnings and capital exposures to foreign exchange risk by hedging exposures denominated in foreign currencies. We primarily use interest rate and foreign currency derivatives to hedge, but we may also use a variety of other derivative instruments, including caps, floors, options, futures and forward contracts, to manage our interest rate and foreign exchange risks. We designate these risk management derivatives as either qualifying accounting hedges or free-standing derivatives. Qualifying accounting hedges are further designated as fair value hedges, cash flow hedges or net investment hedges. Free-standing derivatives are economic hedges that do not qualify for hedge accounting. We also offer interest rate, commodity, foreign currency derivatives and other contracts as an accommodation to our customers within our Commercial Banking business. We enter into these derivatives with our customers primarily to help them manage their interest rate risks, hedge their energy and other commodities exposures, and manage foreign currency fluctuations. We then enter into derivative contracts with counterparties to economically hedge substantially all of our subsequent exposures. See below for additional information on our use of derivatives and how we account for them: • • • • Fair Value Hedges: We designate derivatives as fair value hedges when they are used to manage our exposure to changes in the fair value of certain financial assets and liabilities, which fluctuate in value as a result of movements in interest rates. Changes in the fair value of derivatives designated as fair value hedges are presented in the same line item in our consolidated statements of income as the earnings effect of the hedged items. Our fair value hedges primarily consist of interest rate swaps that are intended to modify our exposure to interest rate risk on various fixed-rate financial assets and liabilities. Cash Flow Hedges: We designate derivatives as cash flow hedges when they are used to manage our exposure to variability in cash flows related to forecasted transactions. Changes in the fair value of derivatives designated as cash flow hedges are recorded as a component of AOCI. Those amounts are reclassified into earnings in the same period during which the forecasted transactions impact earnings and presented in the same line item in our consolidated statements of income as the earnings effect of the hedged items. Our cash flow hedges use interest rate swaps and floors that are intended to hedge the variability in interest receipts or interest payments on some of our variable-rate financial assets or liabilities. We also enter into foreign currency forward contracts to hedge our exposure to variability in cash flows related to intercompany borrowings denominated in foreign currencies. Net Investment Hedges: We use net investment hedges to manage the foreign currency exposure related to our net investments in foreign operations that have functional currencies other than the U.S. dollar. Changes in the fair value of net investment hedges are recorded in the translation adjustment component of AOCI, offsetting the translation gain or loss from those foreign operations. We execute net investment hedges using foreign currency forward contracts to hedge the translation exposure of the net investment in our foreign operations under the forward method. Free-Standing Derivatives: Our free-standing derivatives primarily consist of our customer accommodation derivatives and other economic hedges. The customer accommodation derivatives and the related offsetting contracts are mainly interest rate, commodity and foreign currency contracts. The other free-standing derivatives are primarily used to economically hedge the risk of changes in the fair value of our commercial mortgage loan origination and purchase commitments as well as other interests held. Changes in the fair value of free-standing derivatives are recorded in earnings as a component of other non-interest income. 169 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Derivatives Counterparty Credit Risk Counterparty Types Derivative instruments contain an element of credit risk that arises from the potential failure of a counterparty to perform according to the terms of the contract, including making payments due upon maturity of certain derivative instruments. We execute our derivative contracts primarily in OTC markets. We also execute interest rate and commodity futures in the exchange-traded derivative markets. Our OTC derivatives consist of both trades cleared through central counterparty clearinghouses (“CCPs”) and uncleared bilateral contracts. The Chicago Mercantile Exchange (“CME”) and the LCH Group (“LCH”) are our CCPs in our centrally cleared contracts. In our uncleared bilateral contracts, we enter into agreements directly with our derivative counterparties. Counterparty Credit Risk Management We manage the counterparty credit risk associated with derivative instruments by entering into legally enforceable master netting arrangements, where possible, and exchanging collateral with our counterparties, typically in the form of cash or high- quality liquid securities. The amount of collateral exchanged is dependent upon the fair value of the derivative instruments as well as the fair value of the pledged collateral and will vary over time as market variables change. When valuing collateral, an estimate of the variation in price and liquidity over time is subtracted in the form of a “haircut” to discount the value of the collateral pledged. Our exposure to derivative counterparty credit risk, at any point in time, is equal to the amount reported as a derivative asset on our balance sheet. The fair value of our derivatives is adjusted on an aggregate basis to take into consideration the effects of legally enforceable master netting agreements and any associated cash collateral received or pledged. See Table 9.3 for our net exposure associated with derivatives. The terms under which we collateralize our exposures differ between cleared exposures and uncleared bilateral exposures. • • CCPs: We clear eligible OTC derivatives with CCPs as part of our regulatory requirements. Futures commission merchants (“FCMs”) serve as the intermediary between CCPs and us. CCPs require that we post initial and variation margin through our FCMs to mitigate the risk of non-payment or default. Initial margin is required upfront by CCPs as collateral against potential losses on our cleared derivative contracts and variation margin is exchanged on a daily basis to account for mark-to-market changes in those derivative contracts. For CME and LCH-cleared OTC derivatives, we characterize variation margin cash payments as settlements. Our FCM agreements governing these derivative transactions include provisions that may require us to post additional collateral under certain circumstances. Bilateral Counterparties: We enter into legally enforceable master netting agreements and collateral agreements, where possible, with bilateral derivative counterparties to mitigate the risk of default. We review our collateral positions on a daily basis and exchange collateral with our counterparties in accordance with these agreements. These bilateral agreements typically provide the right to offset exposure with the same counterparty and require the party in a net liability position to post collateral. Agreements with certain bilateral counterparties require both parties to maintain collateral in the event the fair values of derivative instruments exceed established exposure thresholds. Certain of these bilateral agreements include provisions requiring that our debt maintain a credit rating of investment grade or above by each of the major credit rating agencies. In the event of a downgrade of our debt credit rating below investment grade, some of our counterparties would have the right to terminate their derivative contract and close out existing positions. Credit Risk Valuation Adjustments We record counterparty credit valuation adjustments (“CVAs”) on our derivative assets to reflect the credit quality of our counterparties. We consider collateral and legally enforceable master netting agreements that mitigate our credit exposure to each counterparty in determining CVAs, which may be adjusted due to changes in the fair values of the derivative contracts, collateral, and creditworthiness of the counterparty. We also record debit valuation adjustments (“DVAs”) to adjust the fair values of our derivative liabilities to reflect the impact of our own credit quality. 170 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Balance Sheet Presentation The following table summarizes the notional amounts and fair values of our derivative instruments as of December 31, 2020 and 2019, which are segregated by derivatives that are designated as accounting hedges and those that are not, and are further segregated by type of contract within those two categories. The total derivative assets and liabilities are adjusted on an aggregate basis to take into consideration the effects of legally enforceable master netting agreements and any associated cash collateral received or pledged. Derivative assets and liabilities are included in other assets and other liabilities, respectively, on our consolidated balance sheets, and their related gains or losses are included in operating activities as changes in other assets and other liabilities in the consolidated statements of cash flows. Table 9.1: Derivative Assets and Liabilities at Fair Value (Dollars in millions) Derivatives designated as accounting hedges: Interest rate contracts: December 31, 2020 December 31, 2019 Notional or Contractual Amount Derivative(1) Assets Liabilities Notional or Contractual Amount Derivative(1) Assets Liabilities Fair value hedges . . . . . . . . . . . . . . . . . . . . . . . . . . $ 47,349 $ 9 $ 10 $ 57,587 $ 11 $ Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . Total interest rate contracts . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts: Fair value hedges . . . . . . . . . . . . . . . . . . . . . . . . . . Cash flow hedges . . . . . . . . . . . . . . . . . . . . . . . . . . Net investment hedges . . . . . . . . . . . . . . . . . . . . . . Total foreign exchange contracts . . . . . . . . . . . . . . . . . 82,150 129,499 1,527 4,582 3,116 9,225 Total derivatives designated as accounting hedges . . . 138,724 Derivatives not designated as accounting hedges: Customer accommodation: Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange and other contracts . . . . . . . . . . . Total customer accommodation . . . . . . . . . . . . . . . . . . Other interest rate exposures(2) . . . . . . . . . . . . . . . . . . . Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total derivatives not designated as accounting hedges 68,459 16,871 4,677 90,007 1,770 1,826 93,603 748 757 164 0 0 164 921 1,429 935 58 1 11 0 161 196 357 368 198 820 70 2,422 1,088 71 1 56 6 96,900 154,487 1,402 6,103 2,829 10,334 164,821 62,268 15,492 4,674 82,434 6,729 1,562 321 332 0 0 0 0 332 552 758 39 1,349 48 0 2,494 1,150 90,725 1,397 55 29 84 6 113 102 221 305 117 694 42 853 30 9 892 Total derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: netting adjustment(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total derivative assets/liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 232,327 $ 3,415 $ 1,518 $ 255,546 $ 1,729 $ 1,197 (1,148) $ 2,267 $ (739) 779 (633) $ 1,096 $ (523) 674 __________ (1) Does not reflect $31 million and $12 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance risk as of December 31, 2020 and 2019, respectively. Non-performance risk is included in derivative assets and liabilities, which are part of other assets and other liabilities on the consolidated balance sheets, and is offset through non-interest income in the consolidated statements of income. (2) (3) Other interest rate exposures include commercial mortgage-related derivatives and interest rate swaps. Represents balance sheet netting of derivative assets and liabilities, and related payables and receivables for cash collateral held or placed with the same counterparty. 171 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table summarizes the carrying value of our hedged assets and liabilities in fair value hedges and the associated cumulative basis adjustments included in those carrying values, excluding basis adjustments related to foreign currency risk, as of December 31, 2020 and 2019. Table 9.2: Hedged Items in Fair Value Hedging Relationships (Dollars in millions) Line item on our consolidated balance sheets in which the hedged item is included: Investment securities available for sale(1)(2) . Interest-bearing deposits . . . . . . . . . . . . . . . Securitized debt obligations . . . . . . . . . . . . . Senior and subordinated notes . . . . . . . . . . . December 31, 2020 December 31, 2019 Cumulative Amount of Basis Adjustments Included in the Carrying Amount Total Assets/ (Liabilities) Discontinued- Hedging Relationships Carrying Amount Assets/ (Liabilities) Cumulative Amount of Basis Adjustments Included in the Carrying Amount Total Assets/ (Liabilities) Discontinued- Hedging Relationships Carrying Amount Assets/ (Liabilities) $ 9,797 $ 590 $ 200 $ 10,825 $ 300 $ (11,312) (7,609) (21,927) (213) (171) (1,282) 0 20 (666) (14,310) (9,403) (27,777) (12) 44 (458) 52 0 64 324 __________ (1) These amounts include the amortized cost basis of our investment securities designated in hedging relationships for which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. In the second quarter of 2020, we terminated all last of layer hedging relationships with cumulative basis adjustments related to these discontinued hedging relationships totaling $200 million as of December 31, 2020. As of December 31, 2019, the amortized cost basis of this portfolio was $5.9 billion, the amount of the designated hedged items was $3.1 billion, and the cumulative basis adjustment associated with these hedges was $75 million. (2) Carrying value represents amortized cost. Balance Sheet Offsetting of Financial Assets and Liabilities Derivative contracts and repurchase agreements that we execute bilaterally in the OTC market are generally governed by enforceable master netting arrangements where we generally have the right to offset exposure with the same counterparty. Either counterparty can generally request to net settle all contracts through a single payment upon default on, or termination of, any one contract. We elect to offset the derivative assets and liabilities under master netting arrangements for balance sheet presentation where a right of setoff exists. For derivative contracts entered into under master netting arrangements for which we have not been able to confirm the enforceability of the setoff rights, or those not subject to master netting arrangements, we do not offset our derivative positions for balance sheet presentation. The following table presents the gross and net fair values of our derivative assets, derivative liabilities, resale and repurchase agreements and the related offsetting amounts permitted under U.S. GAAP as of December 31, 2020 and 2019. The table also includes cash and non-cash collateral received or pledged in accordance with such arrangements. The amount of collateral presented, however, is limited to the amount of the related net derivative fair values or outstanding balances; therefore, instances of over-collateralization are excluded. 172 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table 9.3: Offsetting of Financial Assets and Financial Liabilities (Dollars in millions) As of December 31, 2020 Gross Amounts Offset in the Balance Sheet Gross Amounts Financial Instruments Cash Collateral Received Net Amounts as Recognized Securities Collateral Held Under Master Netting Agreements Net Exposure Derivative assets(1) . . . . . . . . . . . . . . . . . $ 3,415 $ (383) $ (765) $ 2,267 $ 0 $ 2,267 As of December 31, 2019 Derivative assets(1) . . . . . . . . . . . . . . . . . 1,729 (347) (286) 1,096 0 1,096 Gross Amounts Offset in the Balance Sheet Gross Amounts Financial Instruments Cash Collateral Pledged Net Amounts as Recognized Securities Collateral Pledged Under Master Netting Agreements Net Exposure (Dollars in millions) As of December 31, 2020 Derivative liabilities(1) . . . . . . . . . . . . . . Repurchase agreements(2) . . . . . . . . . . . . As of December 31, 2019 Derivative liabilities(1) . . . . . . . . . . . . . . Repurchase agreements(2) . . . . . . . . . . . . 1,197 314 (347) 0 (176) 0 $ 1,518 $ (383) $ (356) $ 779 $ 668 0 0 668 674 314 0 $ (668) 0 (314) 779 0 674 0 __________ (1) We received cash collateral from derivative counterparties totaling $862 million and $347 million as of December 31, 2020 and 2019 , respectively. We also received securities from derivative counterparties with a fair value of approximately $1 million as of both December 31, 2020 and 2019, which we have the ability to re-pledge. We posted $1.5 billion and $954 million of cash collateral as of December 31, 2020 and 2019, respectively. (2) Under our customer repurchase agreements, which mature the next business day, we pledged collateral with a fair value of $682 million and $320 million as of December 31, 2020 and 2019 , respectively, primarily consisting of agency RMBS securities. 173 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Income Statement and AOCI Presentation Fair Value and Cash Flow Hedges The net gains (losses) recognized in our consolidated statements of income related to derivatives in fair value and cash flow hedging relationships are presented below for the years ended December 31, 2020, 2019 and 2018. Table 9.4: Effects of Fair Value and Cash Flow Hedge Accounting Year Ended December 31, 2020 Net Interest Income Non-Interest Income Investment Securities Loans, Including Loans Held for Sale Other Interest- bearing Deposits Securitized Debt Obligations Senior and Subordinated Notes Other $ 1,877 $ 24,074 $ 82 $ (2,165) $ (232) $ (679) $ 1,325 $ (76) $ 0 $ 0 $ 108 $ 125 $ 225 $ (306) 290 0 0 0 0 0 0 0 204 176 950 (203) (212) (904) (125) 0 0 (3) $ (92) $ 0 $ 0 $ 109 $ 89 $ 268 $ 0 126 0 1 (Dollars in millions) Total amounts presented in our consolidated statements of income . . . . . . . . . . . . . . . . Fair value hedging relationships: Interest rate and foreign exchange contracts: Interest recognized on derivatives . . . . . . . . . . . . . Gains (losses) recognized on derivatives . . . . . . . . . . . Gains (losses) recognized on hedged items(1) . . . . . . . Excluded component of fair value hedges(2) . . . . . . . Net income (expense) recognized on fair value hedges . . . . . . . . . . . . . . . . . . . Cash flow hedging relationships:(3) Interest rate contracts: Realized gains reclassified from AOCI into net income $ Foreign exchange contracts: Realized gains reclassified from AOCI into net income(4) . . . . . . . . . . . . . . Net income recognized on cash flow hedges . . . . . . . . . . . $ 25 $ 541 $ 0 $ 0 $ 0 $ 0 $ 0 0 0 10 0 0 0 25 $ 541 $ 10 $ 0 $ 0 $ 0 $ (1) (1) 174 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2019 Net Interest Income Non-Interest Income Investment Securities Loans, Including Loans Held for Sale Other Interest- bearing Deposits Securitized Debt Obligations Senior and Subordinated Notes Other $ 2,411 $ 25,862 $ 240 $ (3,420) $ (523) $ (1,159) $ 718 $ (12) $ 0 $ 0 $ (108) $ (14) $ (6) $ (278) 278 0 0 0 0 0 0 0 263 45 704 (258) (123) (801) 0 0 (2) $ (12) $ 0 $ 0 $ (103) $ (92) $ (105) $ 0 (9) 9 0 0 $ (8) $ (163) $ 0 $ 0 $ 0 $ 0 $ 0 0 0 44 0 0 0 $ (8) $ (163) $ 44 $ 0 $ 0 $ 0 $ (1) (1) (Dollars in millions) Total amounts presented in our consolidated statements of income . . . . . . . . . . . . . . . . Fair value hedging relationships: Interest rate and foreign exchange contracts: Interest recognized on derivatives . . . . . . . . . . . . . Gains (losses) recognized on derivatives . . . . . . . . . . Gains (losses) recognized on hedged items(1) . . . . . . . Excluded component of fair value hedges(2) . . . . . . Net expense recognized on fair value hedges . . . . . . . . . . Cash flow hedging relationships:(3) Interest rate contracts: Realized losses reclassified from AOCI into net income . . . . . . . . . Foreign exchange contracts: Realized gains reclassified from AOCI into net income(4) . . . . . . . . . . . . . . Net income (expense) recognized on cash flow hedges . . . . . . . . . . . . . . . . . . 175 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Year Ended December 31, 2018 Net Interest Income Non-Interest Income Investment Securities Loans, Including Loans Held for Sale Other Interest- bearing Deposits Securitized Debt Obligations Senior and Subordinated Notes Other $ 2,211 $ 24,728 $ 237 $ (2,598) $ (496) $ (1,125) $ 1,002 $ (23) $ 0 $ 0 $ (76) $ (53) $ 2 $ 34 (33) 0 0 0 0 (60) 52 (61) 38 (212) 131 $ (22) $ 0 $ 0 $ (84) $ (76) $ (79) $ 0 0 0 0 $ (9) $ (82) $ 0 $ 0 $ 0 $ 0 $ 0 0 0 47 0 0 0 $ (9) $ (82) $ 47 $ 0 $ 0 $ 0 $ (2) (2) (Dollars in millions) Total amounts presented in our consolidated statements of income . . . . . . . . . . . . . . . . Fair value hedging relationships: Interest rate contracts: Interest recognized on derivatives . . . . . . . . . . . . . Gains (losses) recognized on derivatives . . . . . . . . . . Gains (losses) recognized on hedged items(1) . . . . . . . Net expense recognized on fair value hedges . . . . . . . . . . Cash flow hedging relationships:(3) Interest rate contracts: Realized losses reclassified from AOCI into net income . . . . . . . . . Foreign exchange contracts: Realized gains (losses) reclassified from AOCI into net income(4) . . . . . . . Net income (expense) recognized on cash flow hedges . . . . . . . . . . . . . . . . . . __________ (1) Includes amortization expense of $12 million, $171 million and $75 million for the years ended December 31, 2020, 2019 and 2018 respectively, related to basis adjustments on discontinued hedges. (2) (3) Changes in fair values of cross-currency swaps attributable to changes in cross-currency basis spreads are excluded from the assessment of hedge effectiveness and recorded in other comprehensive income. The initial value of the excluded component is recognized in earnings over the life of the swap under the amortization approach. See “Note 10—Stockholders’ Equity” for the effects of cash flow and net investment hedges on AOCI and amounts reclassified to net income, net of tax. (4) We recognized a loss of $57 million and $341 million for the years ended December 31, 2020 and 2019, respectively, and a gain of $191 million for the year ended December 31, 2018, on foreign exchange contracts reclassified from AOCI. These amounts were largely offset by the foreign currency transaction gains (losses) on our foreign currency denominated intercompany funding included other non-interest income. In the next 12 months, we expect to reclassify to earnings net after-tax gains of $652 million recorded in AOCI as of December 31, 2020. These amounts will offset the cash flows associated with the hedged forecasted transactions. The maximum length of time over which forecasted transactions were hedged was approximately 6 years as of December 31, 2020. The amount we expect to reclassify into earnings may change as a result of changes in market conditions and ongoing actions taken as part of our overall risk management strategy. 176 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Free-Standing Derivatives The net impacts to our consolidated statements of income related to free-standing derivatives are presented below for the years ended December 31, 2020, 2019 and 2018. These gains or losses are recognized in other non-interest income in our consolidated statements of income. Table 9.5: Gains (Losses) on Free-Standing Derivatives (Dollars in millions) Gains (losses) recognized in other non-interest income: Customer accommodation: Year Ended December 31, 2020 2019 2018 Interest rate contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15 $ 48 $ Commodity contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange and other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total customer accommodation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other interest rate exposures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other contracts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 8 55 (8) (4) 17 13 78 (16) (10) Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 43 $ 52 $ 25 16 7 48 33 (21) 60 177 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10—STOCKHOLDERS’ EQUITY Preferred Stock The following table summarizes our preferred stock outstanding as of December 31, 2020 and 2019. Table 10.1: Preferred Stock Outstanding(1) Series Series B(2) Description 6.000% Non- Cumulative Fixed-to- Floating Rate Non- Cumulative 6.200% Non- Cumulative 5.200% Non- Cumulative 6.000% Non- Cumulative 5.000% Non- Cumulative 4.800% Non- Cumulative 4.625% Non- Cumulative Series E Series F(3) Series G Series H Series I Series J Series K Total Issuance Date Redeemable by Issuer Beginning Per Annum Dividend Rate Dividend Frequency Liquidation Preference per Share Total Shares Outstanding as of December 31, 2020 Carrying Value (in millions) December 31, 2020 December 31, 2019 August 20, 2012 September 1, 2017 6.000% Quarterly $ 1,000 0 $ 0 $ 853 5.550% through 5/31/2020; 3-mo. LIBOR + 380 bps thereafter Semi- Annually through 5/31/2020; Quarterly thereafter 1,000 1,000,000 988 6.200 Quarterly 1,000 0 5.200 Quarterly 1,000 600,000 6.000 Quarterly 1,000 500,000 0 583 483 988 484 583 483 5.000 Quarterly 1,000 1,500,000 1,462 1,462 May 14, 2015 June 1, 2020 August 24, 2015 December 1, 2020 July 29, 2016 December 1, 2021 November 29, 2016 December 1, 2021 September 11, 2019 December 1, 2024 January 31, 2020 June 1, 2025 4.800 Quarterly 1,000 1,250,000 1,209 0 September 17, 2020 December 1, 2025 4.625 Quarterly 1,000 125,000 122 4,847 $ 0 4,853 $ __________ (1) Except for Series E, ownership is held in the form of depositary shares, each representing a 1/40th interest in a share of fixed-rate non-cumulative perpetual preferred stock. (2) (3) On March 2, 2020, we redeemed all outstanding shares of our preferred stock Series B. On December 1, 2020, we redeemed all outstanding shares of our preferred stock Series F. 178 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Accumulated Other Comprehensive Income AOCI primarily consists of accumulated net unrealized gains or losses associated with securities available for sale, changes in fair value of derivatives in hedging relationships, and foreign currency translation adjustments. The following table includes the AOCI impacts from the adoption of the CECL standard and the changes in AOCI by component for the years ended December 31, 2020, 2019 and 2018. Table 10.2: AOCI (Dollars in millions) Securities Available for Sale Hedging Relationships(1) Foreign Currency Translation Adjustments(2) Securities Held to Maturity Other Total AOCI as of December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . $ 17 $ (281) $ (138) $ (524) $ 0 $ (926) Cumulative effects from adoption of new accounting standards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transfer of securities held to maturity to available for sale(3) Other comprehensive income (loss) before reclassifications . Amounts reclassified from AOCI into earnings . . . . . . . . . . . Other comprehensive income (loss), net of tax . . . . . . . . . . . AOCI as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income before reclassifications . . . . . . Amounts reclassified from AOCI into earnings . . . . . . . . . . . Other comprehensive income, net of tax . . . . . . . . . . . . . . . . Transfer of securities held to maturity to available for sale, net of tax(4) AOCI as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . Cumulative effects from the adoption of the CECL standard Other comprehensive income before reclassifications . . . . . . Amounts reclassified from AOCI into earnings . . . . . . . . . . . Other comprehensive income, net of tax . . . . . . . . . . . . . . . . 3 (325) (293) 159 (459) (439) 670 (20) 650 724 935 (8) 1,278 (19) 1,259 (63) 0 38 (112) (74) (418) 414 358 772 0 354 0 1,401 (393) 1,008 0 0 (39) 0 (39) (177) 70 0 70 0 (107) 0 76 0 76 (113) 407 0 40 447 (190) 0 26 26 164 0 0 0 0 0 (28) 0 (8) (3) (11) (39) 17 (4) 13 0 (201) 82 (302) 84 (136) (1,263) 1,171 360 1,531 888 (26) 1,156 0 5 (2) 3 (8) 2,760 (414) 2,346 3,494 AOCI as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . __________ (1) $ 2,186 $ 1,362 $ (31) $ 0 $ (23) $ Includes amounts related to cash flow hedges as well as the excluded component of cross-currency swaps designated as fair value hedges. (2) (3) (4) Includes other comprehensive loss of $65 million, loss of $49 million and gain of $150 million for the years ended December 31, 2020, 2019 and 2018 respectively, from hedging instruments designated as net investment hedges. In the first quarter of 2018, we made a one-time transfer of held to maturity securities with a carrying value of $9.0 billion to available for sale as a result of our adoption of ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. This transfer resulted in an after-tax gain of $82 million ($107 million pre-tax) to AOCI. On December 31, 2019, we transferred our entire portfolio of held to maturity securities to available for sale in consideration of changes to regulatory capital requirements under the Tailoring Rules. 179 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents amounts reclassified from each component of AOCI to our consolidated statements of income for the years ended December 31, 2020, 2019 and 2018. Table 10.3: Reclassifications from AOCI (Dollars in millions) Year Ended December 31, AOCI Components Affected Income Statement Line Item 2020 2019 2018 Securities available for sale: Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25 $ 26 $ Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hedging relationships: Interest rate contracts: Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign exchange contracts: Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities held to maturity:(1) Other: Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from continuing operations before income taxes . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income and non-interest expense . . . . . . . . . . Income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 19 566 10 (3) (57) 516 123 393 0 0 0 2 0 2 6 20 (171) 44 (2) (341) (470) (112) (358) (35) (9) (26) 5 1 4 (209) (50) (159) (91) 47 0 191 147 35 112 (53) (13) (40) 4 1 3 Total reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 414 $ (360) $ (84) __________ (1) On December 31, 2019, we transferred our entire portfolio of held to maturity securities to available for sale. 180 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The table below summarizes other comprehensive income (loss) activity and the related tax impact for the years ended December 31, 2020, 2019 and 2018. Table 10.4: Other Comprehensive Income (Loss) Year Ended December 31, 2020 2019 2018 Before Tax Provision (Benefit) After Tax Before Tax Provision (Benefit) After Tax Before Tax Provision (Benefit) After Tax $ 1,659 $ 400 $ 1,259 $ 855 $ 205 $ 650 $ (605) $ (146) $ (459) 1,329 321 1,008 1,016 244 772 (98) (24) (74) 56 (20) 76 0 54 36 0 1 3 702 $ 2,346 $ 1,978 $ 17 447 $ 1,531 $ (121) $ (16) 10 4 70 26 13 9 48 (39) 588 (15) 141 447 (11) (4) 15 $ (136) 0 4 $ 3,048 $ (Dollars in millions) Other comprehensive income (loss): Net unrealized gains (loss) on securities available for sale . . . . . . . . . . . . . . . . . . Net unrealized gains (loss) on hedging relationships . . . . . . . . . . . . . . . . . . . . . . Foreign currency translation adjustments(1) . . . . . . . . . . . . . . . . . . . . . Net changes in securities held to maturity . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income (loss) . . . __________ (1) Includes the impact of hedging instruments designated as net investment hedges. 181 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 11—REGULATORY AND CAPITAL ADEQUACY Regulation and Capital Adequacy Bank holding companies (“BHCs”) and national banks are subject to capital adequacy standards adopted by the Federal Reserve, Office of the Comptroller of the Currency (“OCC”) and Federal Deposit Insurance Corporation (collectively, the “Federal Banking Agencies”), including rules of the Federal Reserve and the OCC “Basel III Capital Rules” to implement certain capital liquidity requirements published by the Basel Committee on Banking Supervision, along with certain Dodd- Frank Act and other provisions. Moreover, the Banks, as insured depository institutions, are subject to prompt corrective action (“PCA”) capital regulations, which require the Federal Banking Agencies to take prompt corrective action for banks that do not meet PCA capital requirements. In July 2019, the Federal Banking Agencies finalized certain changes to the Basel III Capital Rules for institutions not subject to the Basel III Advanced Approaches (“Capital Simplification Rule”). These changes, effective January 1, 2020, generally raised the threshold above which a covered institution such as the Company must deduct certain assets from its common equity Tier 1 capital, including certain deferred tax assets, mortgage servicing assets, and investments in unconsolidated financial institutions. In October 2019, the Federal Banking Agencies amended the Basel III Capital Rules to provide for tailored application of certain capital requirements across different categories of banking institutions (“Tailoring Rules”). As a BHC with total consolidated assets of at least $250 billion that does not exceed any of the applicable risk-based thresholds, we are a Category III institution under the Tailoring Rules. As such, we are no longer subject to the Basel III Advanced Approaches and certain associated capital requirements and have the option of excluding certain elements of AOCI from our regulatory capital. Effective in the first quarter of 2020, we excluded certain elements of AOCI from our regulatory capital as permitted by the Tailoring Rules. The Tailoring Rules and Capital Simplification Rule have, taken together, decreased our capital requirements. As part of their response to the COVID-19 pandemic, the Federal Banking Agencies adopted the 2020 CECL Transition Rule which provides banking institutions an optional five-year transition period to phase in the impact of the CECL standard on their regulatory capital. Pursuant to the 2020 CECL Transition Rule, a banking institution may elect to delay the estimated impact of adopting CECL on its regulatory capital through December 31, 2021 and then phase in the estimated cumulative impact from January 1, 2022 through December 31, 2024. For the “day 2” ongoing impact of CECL during the initial two years, the Federal Banking Agencies use a uniform “scaling factor” of 25% as an approximation of the increase in the allowance under the CECL standard compared to the prior incurred loss methodology. Accordingly, from January 1, 2020 through December 31, 2021, electing banking institutions are permitted to add back to their regulatory capital an amount equal to the sum of the after-tax “day 1” CECL adoption impact and 25% of the increase in the allowance since the adoption of the CECL standard. Beginning January 1, 2022 through December 31, 2024, the after-tax “day 1” CECL adoption impact and the cumulative “day 2” ongoing impact will be phased in to regulatory capital at 25% per year. The following table summarizes the capital impact delay and phase in period on our regulatory capital from years 2020 to 2025. Capital Impact Delayed Phase In Period 2020 2021 2022 2023 2024 2025 “Day 1” CECL adoption impact Cumulative “day 2” ongoing impact Capital impact delayed to 2022 25% scaling factor as an approximation of the increase in allowance under CECL 25% Phased In 50% Phased In 75% Phased In Fully Phased In We adopted the CECL standard (for accounting purposes) as of January 1, 2020, and made the 2020 CECL Transition Election (for regulatory capital purposes) in the first quarter of 2020. Therefore, the applicable amounts presented in this Report reflect such election. Under the Basel III Capital Rules, our regulatory minimum risk-based and leverage capital requirements include a common equity Tier 1 capital ratio of at least 4.5%, a Tier 1 capital ratio of at least 6.0%, a total capital ratio of at least 8.0%, a Tier 1 leverage capital ratio of at least 4.0% and a supplementary leverage ratio of at least 3.0%. 182 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For additional information about the capital adequacy guidelines we are subject to, see “Part I —Item 1. Business—Supervision and Regulation.” The following table provides a comparison of our regulatory capital amounts and ratios under the Basel III Standardized Approach subject to the applicable transition provisions, the regulatory minimum capital adequacy ratios and the PCA well- capitalized level for each ratio, where applicable, as of December 31, 2020 and 2019. Table 11.1: Capital Ratios Under Basel III(1) (Dollars in millions) Capital One Financial Corp: Common equity Tier 1 capital(2) . . . . . Tier 1 capital(3) . . . . . . . . . . . . . . . . . . . Total capital(4) . . . . . . . . . . . . . . . . . . . Tier 1 leverage(5) . . . . . . . . . . . . . . . . . Supplementary leverage(6) . . . . . . . . . . COBNA: Common equity Tier 1 capital(2) . . . . . Tier 1 capital(3) . . . . . . . . . . . . . . . . . . . Total capital(4) . . . . . . . . . . . . . . . . . . . Tier 1 leverage(5) . . . . . . . . . . . . . . . . . Supplementary leverage(6) . . . . . . . . . . CONA: Common equity Tier 1 capital(2) . . . . . Tier 1 capital(3) . . . . . . . . . . . . . . . . . . . Total capital(4) . . . . . . . . . . . . . . . . . . . Tier 1 leverage(5) . . . . . . . . . . . . . . . . . Supplementary leverage(6) . . . . . . . . . . December 31, 2020 December 31, 2019 Capital Amount Capital Ratio Minimum Capital Adequacy Well- Capitalized Capital Amount Capital Ratio Minimum Capital Adequacy Well- Capitalized $ 40,736 13.7 % 4.5 % N/A $ 38,162 12.2 % 4.5 % N/A 45,583 52,788 45,583 45,583 19,924 19,924 21,708 19,924 19,924 26,671 26,671 29,369 26,671 26,671 15.3 17.7 11.2 10.7 21.5 21.5 23.4 18.3 14.7 12.4 12.4 13.7 7.6 6.9 6.0 8.0 4.0 3.0 4.5 6.0 8.0 4.0 3.0 4.5 6.0 8.0 4.0 3.0 6.0 % 43,015 10.0 50,348 N/A N/A 6.5 8.0 10.0 5.0 N/A 6.5 8.0 10.0 5.0 N/A 43,015 43,015 17,883 17,883 20,109 17,883 17,883 28,445 28,445 30,852 28,445 28,445 13.7 16.1 11.7 9.9 16.1 16.1 18.1 14.8 12.1 13.4 13.4 14.5 9.2 8.2 6.0 8.0 4.0 3.0 4.5 6.0 8.0 4.0 3.0 4.5 6.0 8.0 4.0 3.0 6.0 % 10.0 N/A N/A 6.5 8.0 10.0 5.0 N/A 6.5 8.0 10.0 5.0 N/A __________ (1) Capital requirements that are not applicable are denoted by “N/A.” (2) (3) (4) (5) (6) Common equity Tier 1 capital ratio is a regulatory capital measure calculated based on common equity Tier 1 capital divided by risk-weighted assets. Tier 1 capital ratio is a regulatory capital measure calculated based on Tier 1 capital divided by risk-weighted assets. Total capital ratio is a regulatory capital measure calculated based on total capital divided by risk-weighted assets. Tier 1 leverage ratio is a regulatory capital measure calculated based on Tier 1 capital divided by adjusted average assets. Supplementary leverage ratio is a regulatory capital measure calculated based on Tier 1 capital divided by total leverage exposure. We exceeded the minimum capital requirements and each of the Banks exceeded the minimum regulatory requirements and were well-capitalized under PCA requirements as of both December 31, 2020 and 2019. Regulatory restrictions exist that limit the ability of the Banks to transfer funds to our BHC. As of December 31, 2020, funds available for dividend payments from COBNA and CONA were $4.0 billion and $1.8 billion, respectively. Applicable provisions that may be contained in our borrowing agreements or the borrowing agreements of our subsidiaries may limit our subsidiaries’ ability to pay dividends to us or our ability to pay dividends to our stockholders. The reserve requirement the Federal Reserve requires depository institutions to maintain against specified deposit liabilities was $1.7 billion for us as of December 31, 2019, before being reduced to zero for all depository institutions in March 2020. 183 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 12—EARNINGS PER COMMON SHARE The following table sets forth the computation of basic and diluted earnings per common share. Dividends and undistributed earnings allocated to participating securities represent the application of the “two-class” method as described in “Note 1— Summary of Significant Accounting Policies.” Table 12.1: Computation of Basic and Diluted Earnings per Common Share (Dollars and shares in millions, except per share data) Income from continuing operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from discontinued operations, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends and undistributed earnings allocated to participating securities . . . . . . . . . . . . . . . . . . . Preferred stock dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance cost for redeemed preferred stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2020 2019 2018 $ 2,717 $ 5,533 $ 6,025 (3) 2,714 (20) (280) (39) 13 5,546 (41) (282) (31) (10) 6,015 (40) (265) 0 Net income available to common stockholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,375 $ 5,192 $ 5,710 Total weighted-average basic common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 457.8 467.6 479.9 Effect of dilutive securities: Stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other contingently issuable shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Warrants(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total effect of dilutive securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0.6 0.5 0.0 1.1 1.3 1.0 0.0 2.3 1.6 1.1 0.5 3.2 Total weighted-average diluted common shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 458.9 469.9 483.1 Basic earnings per common share: Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5.20 $ 11.07 $ 11.92 Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01) 0.03 (0.02) Net income per basic common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted earnings per common share:(2) Net income from continuing operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 5.19 $ 11.10 $ 11.90 5.19 $ 11.02 $ 11.84 Income (loss) from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (0.01) 0.03 (0.02) Net income per diluted common share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5.18 $ 11.05 $ 11.82 __________ (1) Represents warrants issued as part of the U.S. Department of Treasury’s Troubled Assets Relief Program which were either exercised or expired on November 14, 2018. (2) Excluded from the computation of diluted earnings per share were awards of 6 thousand and options of 523 thousand with an exercise price ranging from $63.73 to $86.34, 69 thousand shares related to options with an exercise price of $86.34 and 56 thousand shares related to options with an exercise price of $86.34 for the years ended December 31, 2020, 2019 and 2018, respectively, because their inclusion would be anti-dilutive. 184 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 13—STOCK-BASED COMPENSATION PLANS Stock Plans We have one active stock-based compensation plan available for the issuance of shares to employees, directors and third-party service providers (if applicable). As of December 31, 2020, under the Amended and Restated 2004 Stock Incentive plan (“2004 Plan”), we are authorized to issue 55 million common shares in various forms, primarily share-settled restricted stock units (“RSUs”), performance share units (“PSUs”), and non-qualified stock options. Of this amount, approximately 7 million shares remain available for future issuance as of December 31, 2020. The 2004 Plan permits the use of newly issued shares or treasury shares upon the settlement of options and stock-based incentive awards, and we generally settle by issuing new shares. We also issue cash-settled restricted stock units. These cash-settled units are not counted against the common shares authorized for issuance or available for issuance under the 2004 Plan. Cash-settled units vesting during 2020, 2019 and 2018 resulted in cash payments to associates of $12 million, $15 million and $39 million, respectively. There was no unrecognized compensation cost for unvested cash-settled units as of December 31, 2020. Total stock-based compensation expense recognized during 2020, 2019 and 2018 was $203 million, $239 million and $170 million, respectively. The total income tax benefit for stock-based compensation recognized during 2020, 2019 and 2018 was $43 million, $50 million and $34 million, respectively. In addition, we maintain an Associate Stock Purchase Plan (“Purchase Plan”), which is a compensatory plan under the accounting guidance for stock-based compensation. Related to the Purchase Plan, we recognized compensation expense of $30 million, $25 million and $23 million for 2020, 2019 and 2018, respectively. We also maintain a Dividend Reinvestment and Stock Purchase Plan (“DRP”), which allows participating stockholders to purchase additional shares of our common stock through automatic reinvestment of dividends or optional cash investments. Restricted Stock Units and Performance Share Units RSUs represent share-settled awards that do not contain performance conditions and are granted to certain employees at no cost to the recipient. RSUs generally vest over three years from the date of grant; however, some RSUs cliff vest on or shortly after the first or third anniversary of the grant date. RSUs are subject to forfeiture until certain restrictions have lapsed, including continued employment for a specified period of time. PSUs represent share-settled awards that contain performance conditions and are granted to certain employees at no cost to the recipient. PSUs generally vest over three years from the date of grant; however, some PSUs cliff vest on or shortly after the third anniversary of the grant date. The number of PSUs that step vest over three years can be reduced by 50% or 100% depending on whether specific performance goals are met during the vesting period. The number of three-year cliff vesting PSUs that will ultimately vest is contingent upon meeting specific performance goals over a three-year period. These PSUs also include an opportunity to receive from 0% to 150% of the target number of common shares. A recipient of an RSU or PSU is entitled to receive a share of common stock after the applicable restrictions lapse and is generally entitled to receive cash payments or additional shares of common stock equivalent to any dividends paid on the underlying common stock during the period the RSU or PSU is outstanding, but is not entitled to voting rights. Generally, the value of RSUs and PSUs will equal the fair value of our common stock on the date of grant and the expense is recognized over the vesting period. Certain PSUs have discretionary vesting conditions and are remeasured at fair value each reporting period. 185 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents a summary of 2020 activity for RSUs and PSUs. Table 13.1: Summary of Restricted Stock Units and Performance Share Units (Shares/units in thousands) Unvested as of January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,800 (1,472) Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (165) Restricted Stock Units Weighted-Average Grant Date Fair Value per Unit Units Performance Share Units(1) Weighted-Average Grant Date Fair Value per Unit Units 3,670 $ 84.74 1,775 $ 92.04 89.39 90.98 988 (855) (147) 89.95 100.04 88.19 93.76 96.15 Unvested as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,833 $ 86.14 1,761 $ _________ (1) Granted and vested include adjustments for achievement of specific performance goals for performance share units granted in prior periods. (2) The weighted-average grant date fair value of RSUs was $83.29 and $100.73 in 2019 and 2018, respectively. The weighted-average grant date fair value of PSUs was $78.18 and $100.65 in 2019 and 2018, respectively. The total fair value of RSUs that vested during 2020, 2019 and 2018 was $140 million, $122 million and $139 million, respectively. The total fair value of PSUs that vested was $82 million in both 2020 and 2019 and $92 million in 2018. As of December 31, 2020, the unrecognized compensation expense related to unvested RSUs is $166 million, which is expected to be amortized over a weighted-average period of approximately 1.8 years; and the unrecognized compensation related to unvested PSUs was $34 million, which is expected to be amortized over a weighted-average period of approximately 1 year. Stock Options Stock options have a maximum contractual term of ten years. Generally, the exercise price of stock options will equal the fair market value of our common stock on the date of grant. Option vesting is determined at the time of grant and may be subject to the achievement of any applicable performance conditions. Options generally become exercisable over three years beginning on the first anniversary of the date of grant; however, some option grants cliff vest on or shortly after the first or third anniversary of the grant date. The following table presents a summary of 2020 activity for stock options and the balance of stock options exercisable as of December 31, 2020. Table 13.2: Summary of Stock Options Activity Shares Subject to Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term Aggregate Intrinsic Value (Shares in thousands, and intrinsic value in millions) Outstanding as of January 1, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,392) Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding and Exercisable as of December 31, 2020 . . . . . . . . . . . . . . 3,185 $ 0 0 0 55.54 0.00 44.76 0.00 0.00 1,793 $ 63.91 3.27 years $ 63 There were no stock options granted in 2020, 2019 and 2018. The total intrinsic value of stock options exercised during 2020, 2019 and 2018 was $65 million, $10 million and $94 million, respectively. 186 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 14—EMPLOYEE BENEFIT PLANS Defined Contribution Plan We sponsor a contributory Associate Savings Plan (the “Plan”) in which all full-time and part-time associates over the age of 18 are eligible to participate. We make non-elective contributions to each eligible associates’ account and match a portion of associate contributions. We also sponsor a voluntary non-qualified deferred compensation plan in which select groups of employees are eligible to participate. We make contributions to this plan based on participants’ deferral of salary, bonuses and other eligible pay. In addition, we match participants’ excess compensation (compensation over the Internal Revenue Service (“IRS”) compensation limit) less deferrals. We contributed a total of $350 million, $316 million and $291 million to these plans during the years ended December 31, 2020, 2019 and 2018, respectively. Defined Benefit Pension and Other Postretirement Benefit Plans We sponsor a frozen qualified defined benefit pension plan and several non-qualified defined benefit pension plans. We also sponsor a plan that provides other postretirement benefits, including medical and life insurance coverage. Our pension plans and the other postretirement benefit plan are valued using December 31 as the measurement date each year. Our policy is to amortize prior service amounts on a straight-line basis over the average remaining years of service to full eligibility for benefits of active plan participants. The following table sets forth, on an aggregated basis, changes in the benefit obligation and plan assets, the funded status and how the funded status is recognized on our consolidated balance sheets. Table 14.1: Changes in Benefit Obligation and Plan Assets (Dollars in millions) Change in benefit obligation: Defined Pension Benefits Other Postretirement Benefits 2020 2019 2020 2019 Accumulated benefit obligation as of January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 165 $ 157 $ 27 $ 29 0 1 (2) (1) 27 6 1 1 (2) 6 Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Actuarial loss (gain) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 5 (11) 18 1 6 (13) 14 0 1 (2) (5) Accumulated benefit obligation as of December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 178 $ 165 $ 21 $ Change in plan assets: Fair value of plan assets as of January 1, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 254 $ 218 $ 6 $ Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employer contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 1 48 1 Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11) (13) 1 1 (2) Fair value of plan assets as of December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Over (under) funded status as of December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ (Dollars in millions) Balance sheet presentation as of December 31, 274 $ 254 $ 6 $ 96 $ 89 $ (15) $ (21) Defined Pension Benefits Other Postretirement Benefits 2020 2019 2020 2019 Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 108 $ 100 $ 0 $ Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12) (11) (15) Net amount recognized as of December 31, . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 96 $ 89 $ (15) $ 0 (21) (21) 187 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Net periodic benefit gain for our defined benefit pension plans and other postretirement benefit plan totaled $8 million, $10 million and $12 million in 2020, 2019 and 2018, respectively. We recognized a pre-tax gain of $4 million and $18 million in other comprehensive income for our defined benefit pension plans and other postretirement benefit plan in 2020 and 2019, respectively, compared to a pre-tax loss of $17 million in 2018. Pre-tax amounts recognized in AOCI that have not yet been recognized as a component of net periodic benefit cost consist of net actuarial loss of $40 million and $41 million for our defined benefit pension plans as of December 31, 2020 and 2019, respectively, and net actuarial gain of $6 million and $4 million for our other postretirement benefit plan as of December 31, 2020 and 2019, respectively. There was no meaningful prior service cost recognized in AOCI. Plan Assets and Fair Value Measurement Plan assets are invested using a total return investment approach whereby a mix of equity securities and debt securities are used to preserve asset values, diversify risk and enhance our ability to achieve our benchmark for long-term investment return. Investment strategies and asset allocations are based on careful consideration of plan liabilities, the plan’s funded status and our financial condition. Investment performance and asset allocation are measured and monitored on a daily basis. As of December 31, 2020 and 2019, our plan assets totaled $280 million and $260 million, respectively. We invested substantially all our plan assets in common collective trusts, which primarily consist of domestic and international equity securities, government securities and corporate and municipal bonds. Our plan assets were classified as Level 2 in the fair value hierarchy as of December 31, 2020 and 2019. For information on fair value measurements, including descriptions of Level 1, 2 and 3 of the fair value hierarchy and the valuation methods we utilize, see “Note 16—Fair Value Measurement.” Expected Future Benefit Payments As of December 31, 2020, the benefits expected to be paid in the next ten years totaled $110 million for our defined pension benefit plans and $14 million for our other postretirement benefit plan, respectively. 188 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 15—INCOME TAXES We recognize the current and deferred tax consequences of all transactions that have been recognized in the financial statements using the provisions of the enacted tax laws. Current income tax expense represents our estimated taxes to be paid or refunded for the current period and includes income tax expense related to our uncertain tax positions, as well as tax-related interest and penalties. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. We record valuation allowances to reduce deferred tax assets to the amount that is more likely than not to be realized. We record the effect of remeasuring deferred tax assets and liabilities due to a change in tax rates or laws as a component of income tax expense related to continuing operations for the period in which the change is enacted. We subsequently release income tax effects stranded in AOCI using a portfolio approach. Income tax benefits are recognized when, based on their technical merits, they are more likely than not to be sustained upon examination. The amount recognized is the largest amount of benefit that is more likely than not to be realized upon settlement. The following table presents significant components of the provision for income taxes attributable to continuing operations for the years ended December 31, 2020, 2019 and 2018. Table 15.1: Significant Components of the Provision for Income Taxes Attributable to Continuing Operations (Dollars in millions) Current income tax provision: Year Ended December 31, 2020 2019 2018 Federal taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,676 $ 1,207 $ State taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . International taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 370 67 301 129 Total current provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,113 $ 1,637 $ Deferred income tax provision (benefit): Federal taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1,357) $ (222) $ State taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . International taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (266) (4) (1,627) (45) (29) (296) 210 234 135 579 620 115 (21) 714 Total income tax provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 486 $ 1,341 $ 1,293 The international income tax provision is related to pre-tax earnings from foreign operations of approximately $293 million, $215 million and $382 million in 2020, 2019 and 2018, respectively. Total income tax provision does not reflect the tax effects of items that are included in AOCI, which include tax provisions of $702 million, $727 million and $15 million in 2020, 2019 and 2018, respectively. See “Note 10—Stockholders’ Equity” for additional information. 189 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents the reconciliation of the U.S. federal statutory income tax rate to the effective income tax rate applicable to income from continuing operations for the years ended December 31, 2020, 2019 and 2018. Table 15.2: Effective Income Tax Rate Year Ended December 31, Income tax at U.S. federal statutory tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State taxes, net of federal benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-deductible expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Affordable housing, new markets and other tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt interest and other nontaxable income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . IRS method changes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2019 2020 21.0 % 21.0 % 3.5 3.2 (11.4) (1.7) 0.0 2.3 (1.7) 15.2 % 19.5 % 3.1 1.6 (5.2) (0.8) 0.0 (0.3) 0.1 2018 21.0 % 3.2 2.2 (4.0) (0.7) (3.9) 0.3 (0.4) 17.7 % The following table presents significant components of our deferred tax assets and liabilities as of December 31, 2020 and 2019. The valuation allowance below represents the adjustment of our foreign tax credit carryforward, certain state deferred tax assets and net operating loss carryforwards to the amount we have determined is more likely than not to be realized. Table 15.3: Significant Components of Deferred Tax Assets and Liabilities (Dollars in millions) Deferred tax assets: December 31, 2020 December 31, 2019 $ Allowance for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rewards programs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lease liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net operating loss and tax credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Compensation and employee benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Partnership investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unearned income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill and intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed assets and leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Security and loan valuations(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Original issue discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gains on derivatives . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Right-of-use assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Partnership investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mortgage servicing rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan fees and expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Fixed assets and leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,649 $ 711 396 314 306 237 117 116 42 143 6,031 (296) 5,735 805 481 387 342 142 73 36 0 143 2,409 Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,326 $ _________ (1) Amount includes the tax impact of our December 31, 2019 transfer of our entire portfolio of held to maturity securities to available for sale. 1,729 579 407 284 301 202 95 161 0 142 3,900 (223) 3,677 234 600 93 393 147 55 100 189 146 1,957 1,720 190 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Our gross federal net operating loss carryforwards were $36 million and $31 million as of December 31, 2020 and 2019, respectively. These operating loss carryforwards were attributable to acquisitions and will expire from 2028 to 2037, though $26 million has no expiration. Under IRS rules, our ability to utilize these losses against future income is limited. The net tax value of our state net operating loss carryforwards were $250 million and $237 million as of December 31, 2020 and 2019, respectively, and they will expire from 2021 to 2040. Our foreign tax credit carryforward was $56 million and $40 million as of December 31, 2020 and 2019, respectively. This carryforward will begin expiring in 2028. Our valuation allowance increased by $73 million to $296 million as of December 31, 2020 compared to $223 million as of December 31, 2019. Of the total increase, $56 million is due to the determination that our foreign tax credit carryforwards will not be fully realized prior to expiration. The remaining increase relates to current year increments for state net operating loss and interest carryforwards. We recognize accrued interest and penalties related to income taxes as a component of income tax expense. We recognized $16 million, $4 million and $6 million of such expense in 2020, 2019 and 2018, respectively. The following table presents the accrued balance of tax, interest and penalties related to unrecognized tax benefits. Table 15.4: Reconciliation of the Change in Unrecognized Tax Benefits (Dollars in millions) Balance as of January 1, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions related to prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for tax positions related to prior years due to IRS and other settlements . . . . . Balance as of December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions related to prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for tax positions related to prior years due to IRS and other settlements . . . . . Balance as of December 31, 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions related to prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for tax positions related to prior years due to IRS and other settlements . . . . . Gross Unrecognized Tax Benefits $ 86 $ Accrued Interest and Penalties Gross Tax, Interest and Penalties 28 402 (76) 440 23 12 (44) 431 33 3 (16) 29 $ 0 25 (19) 35 17 4 (25) 31 0 21 (6) 115 28 427 (95) 475 40 16 (69) 462 33 24 (22) 497 Balance as of December 31, 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Portion of balance at December 31, 2020 that, if recognized, would impact the effective income tax rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 451 $ 46 $ 153 $ 35 $ 188 We are subject to examination by the IRS and other tax authorities in certain countries and states in which we operate. The tax years subject to examination vary by jurisdiction. During 2020, we continued to participate in the IRS Compliance Assurance Process (“CAP”) for our 2018, 2019 and 2020 federal income tax return years, and have been accepted into CAP for 2021. During 2020, the IRS review of our 2017 federal income tax return was completed, with one issue remaining open. This issue is now pending at the IRS Independent Office of Appeals, with a resolution expected during 2021. The IRS review of our 2018 and 2019 federal income tax returns is also substantially completed and these years are also expected to be closed in 2021. We expect that the IRS review of our 2020 federal income tax return will be substantially completed prior to its filing in 2021. It is reasonably possible that further adjustments to the Company’s unrecognized tax benefits may be made within 12 months of the reporting date as a result of future judicial or regulatory interpretations of existing tax laws. At this time, an estimate of the potential changes to the amount of unrecognized tax benefits cannot be made. As of December 31, 2020, the company has approximately $1.6 billion of unremitted earnings of subsidiaries operating outside the U.S. that upon repatriation would have no additional U.S. income taxes. In accordance with the guidance for accounting for income taxes in special areas, these earnings are considered by management to be invested indefinitely, except for the earnings of our Philippines subsidiary as we have made distributions and expect to make distributions in the future. 191 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS As of December 31, 2020, U.S. income taxes of $69 million have not been provided for approximately $287 million of previously acquired thrift bad debt reserves created for tax purposes as of December 31, 1987. These amounts, acquired as a result of previous mergers and acquisitions, are subject to recapture in the unlikely event that CONA, as the successor to the merged and acquired entities, makes distributions in excess of earnings and profits, redeems its stock or liquidates. 192 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 16—FAIR VALUE MEASUREMENT Fair value, also referred to as an exit price, is defined as the price that would be received for an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. The fair value accounting guidance provides a three-level fair value hierarchy for classifying financial instruments. This hierarchy is based on the markets in which the assets or liabilities trade and whether the inputs to the valuation techniques used to measure fair value are observable or unobservable. The fair value measurement of a financial asset or liability is assigned a level based on the lowest level of any input that is significant to the fair value measurement in its entirety. The three levels of the fair value hierarchy are described below: Level 1: Valuation is based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Valuation is based on observable market-based inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Valuation is generated from techniques that use significant assumptions not observable in the market. Valuation techniques include pricing models, discounted cash flow methodologies or similar techniques. The accounting guidance for fair value measurements requires that we maximize the use of observable inputs and minimize the use of unobservable inputs in determining fair value. The accounting guidance provides for the irrevocable option to elect, on a contract-by-contract basis, to measure certain financial assets and liabilities at fair value at inception of the contract and record any subsequent changes in fair value in earnings. Assets and Liabilities Measured at Fair Value on a Recurring Basis The following describes the valuation techniques used in estimating the fair value of our financial assets and liabilities recorded at fair value on a recurring basis. Investment Securities We measure the fair value of our U.S. Treasury securities using quoted prices in active markets. For the majority of securities in other investment categories, we utilize multiple vendor pricing services to obtain fair value measurements. We use a waterfall of pricing vendors determined using our annual assessment of pricing service performance. A pricing service may be considered as the preferred or primary pricing provider depending on how closely aligned its prices are to other vendor prices, and how consistent the prices are with other available market information. The price of each security is confirmed by comparing with other vendor prices before it is finalized. RMBS and CMBS are generally classified as Level 2 or 3. When significant assumptions are not consistently observable, fair values are derived using the best available data. Such data may include quotes provided by dealers, valuation from external pricing services, independent pricing models, or other model-based valuation techniques, for example, calculation of the present values of future cash flows incorporating assumptions such as benchmark yields, spreads, prepayment speeds, credit ratings and losses. Generally, the pricing services utilize observable market data to the extent available. Pricing models may be used, which can vary by asset class and may also incorporate available trade, bid and other market information. Across asset classes, information such as trader/dealer inputs, credit spreads, forward curves and prepayment speeds are used to help determine appropriate valuations. Because many fixed income securities do not trade on a daily basis, the pricing models may apply available information through processes such as benchmarking curves, grouping securities based on their characteristics and using matrix pricing to prepare valuations. In addition, model processes are used by the pricing services to develop prepayment assumptions. We validate the pricing obtained from the primary pricing providers through comparison of pricing to additional sources, including other pricing services, dealer pricing indications in transaction results and other internal sources. Pricing variances among different pricing sources are analyzed. Additionally, on an on-going basis, we request more detailed information from the valuation vendors to understand the pricing methodology and assumptions used to value the securities. 193 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Derivative Assets and Liabilities We use both exchange-traded and OTC derivatives to manage our interest rate, foreign currency and commodity risk exposures. When quoted market prices are available and used to value our exchange-traded derivatives, we classify them as Level 1. However, the majority of our derivatives do not have readily available quoted market prices. Therefore, we value most of our derivatives using vendor-based models. We primarily rely on market observable inputs for these models, including, for example, interest rate yield curves, credit curves, option volatility and currency rates. These inputs can vary depending on the type of derivatives and nature of the underlying rate, price or index upon which the value of the derivative is based. We typically classify derivatives as Level 2 when significant inputs can be observed in a liquid market and the model itself does not require significant judgment. When instruments are traded in less liquid markets and significant inputs are unobservable, such as interest rate swaps whose remaining terms do not correlate with market observable interest rate yield curves, such derivatives are classified as Level 3. We consider the impact of credit risk valuation adjustments when measuring the fair value of derivative contracts in order to reflect the credit quality of the counterparty and our own credit quality. Official internal pricing is compared against additional pricing sources such as external valuation agents and other internal sources. Pricing variances among different pricing sources are analyzed and validated. These derivatives are included in other assets or other liabilities on the consolidated balance sheets. Loans Held for Sale In our commercial business, we originate multifamily commercial real estate loans with the intent to sell them to GSEs. Beginning in the fourth quarter of 2019, we elected the fair value option for such loans as part of our management of interest rate risk in our multifamily agency business. These held for sale loans are valued based on market observable inputs and are therefore classified as Level 2. Unrealized gains and losses on these loans are recorded in other non-interest income in our consolidated statements of income. Retained Interests in Securitizations We have retained interests in various mortgage securitizations from previous acquisitions. Our retained interests primarily include interest-only bonds and negative amortization bonds. We record these retained interests at fair value using market indications and valuation models to calculate the present value of future cash flows. The models incorporate various assumptions that market participants use in estimating future cash flows including voluntary prepayment rate, discount rate, default rate and loss severity. Due to the use of significant unobservable inputs, retained interests in securitizations are classified as Level 3 under the fair value hierarchy. Deferred Compensation Plan Assets We offer a voluntary non-qualified deferred compensation plan to eligible associates. In addition to participant deferrals, we make contributions to the plan. Participants invest these contributions in a variety of publicly traded mutual funds. The plan assets, which consist of publicly traded mutual funds, are classified as Level 1. The determination of the leveling of financial instruments in the fair value hierarchy is performed at the end of each reporting period. We consider all available information, including observable market data, indications of market liquidity and orderliness, and our understanding of the valuation techniques and significant inputs. Based upon the specific facts and circumstances of each instrument or instrument category, judgments are made regarding the significance of the observable or unobservable inputs to the instruments’ fair value measurement in its entirety. If unobservable inputs are considered significant, the instrument is classified as Level 3. The process for determining fair value using unobservable inputs is generally more subjective and involves a high degree of management judgment and assumptions 194 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table displays our assets and liabilities measured on our consolidated balance sheets at fair value on a recurring basis as of December 31, 2020 and 2019. Table 16.1: Assets and Liabilities Measured at Fair Value on a Recurring Basis (Dollars in millions) Assets: Securities available for sale: U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets: Derivative assets(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities: Other liabilities: December 31, 2020 Fair Value Measurements Using Level 1 Level 2 Level 3 Netting Adjustments(1) Total $ 9,318 $ 0 $ 0 0 142 9,460 0 76,375 11,624 2,547 90,546 596 0 328 111 0 439 0 — $ 9,318 76,703 — 11,735 — 2,689 — 100,445 — 596 — 268 430 3,006 552 $ 10,158 $ 94,700 $ 141 $ 55 635 $ (1,148) — 2,267 1,037 (1,148) $ 104,345 Derivative liabilities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 271 $ 1,137 $ 271 $ 1,137 $ 110 $ 110 $ (739) $ (739) $ 779 779 (Dollars in millions) Assets: Securities available for sale: U.S. Treasury securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CMBS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets: Derivative assets(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities: Other liabilities: Derivative liabilities(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2019 Fair Value Measurements Using Level 1 Level 2 Level 3 Netting Adjustments(1) Total $ 4,124 $ 0 $ 0 0 231 4,355 0 63,909 9,413 1,094 74,416 251 0 429 13 0 442 0 — $ 4,124 64,338 — 9,426 — 1,325 — 79,213 — 251 — 84 344 1,568 0 77 $ 66 $ 4,783 $ 76,235 $ 585 $ (633) — 1,096 410 (633) $ 80,970 $ $ 17 $ 1,129 $ 17 $ 1,129 $ 51 $ 51 $ (523) $ (523) $ 674 674 __________ (1) Represents balance sheet netting of derivative assets and liabilities, and related payables and receivables for cash collateral held or placed with the same counterparty. See “Note 9—Derivative Instruments and Hedging Activities” for additional information. (2) (3) Does not reflect $31 million and $12 million recognized as a net valuation allowance on derivative assets and liabilities for non-performance risk as of December 31, 2020 and 2019, respectively. Non-performance risk is included in derivative assets and liabilities, which are part of other assets and other liabilities on the consolidated balance sheets, and is offset through non-interest income in the consolidated statements of income. As of December 31, 2020 and 2019, other includes retained interests in securitizations of $55 million and $66 million, deferred compensation plan assets of $414 million and $343 million, and equity securities of $568 million (including unrealized gains of $535 million) and $1 million, respectively. 195 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 3 Recurring Fair Value Rollforward The table below presents a reconciliation for all assets and liabilities measured and recognized at fair value on a recurring basis using significant unobservable inputs (Level 3) for the years ended December 31, 2020, 2019 and 2018. Generally, transfers into Level 3 were primarily driven by the usage of unobservable assumptions in the pricing of these financial instruments as evidenced by wider pricing variations among pricing vendors and transfers out of Level 3 were primarily driven by the usage of assumptions corroborated by market observable information as evidenced by tighter pricing among multiple pricing sources. Table 16.2: Level 3 Recurring Fair Value Rollforward (Dollars in millions) Securities available for sale:(2)(4) RMBS . . . . . . . CMBS . . . . . . . Total securities available for sale . . Other assets: Retained interests in securitizations . Net derivative assets (liabilities)(3) (Dollars in millions) Securities available for sale:(2) RMBS . . . . . . . CMBS . . . . . . . Total securities available for sale . . Other assets: Retained interests in securitizations . Net derivative assets (liabilities)(3) Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Year Ended December 31, 2020 Total Gains (Losses) (Realized/Unrealized) Balance, January 1, 2020 Included in Net Income(1) Included in OCI Purchases Sales Issuances Settlements Transfers Into Level 3 Transfers Out of Level 3 Balance, December 31, 2020 Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of December 31, 2020(1) $ 433 $ 22 $ (19) $ (3) (9) 13 0 $ 0 $ 0 0 0 $ 0 (72) $ 206 $ (242) $ (32) (229) 371 328 $ 111 446 19 (28) 0 0 0 (104) 577 (471) 439 66 26 (11) 10 0 0 0 0 0 0 0 43 0 (37) 0 0 0 (11) 55 31 16 0 16 (11) 10 Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Year Ended December 31, 2019 Total Gains (Losses) (Realized/Unrealized) Balance, January 1, 2019 Included in Net Income(1) Included in OCI Purchases Sales Issuances Settlements Transfers Into Level 3 Transfers Out of Level 3 Balance, December 31, 2019 Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of December 31, 2019(1) $ 433 $ 35 $ 10 443 158 (10) 0 35 18 6 5 $ 0 0 $ 0 $ 0 0 0 $ 0 (63) $ 177 $ (158) $ 5 (2) 0 429 $ 13 5 0 0 0 0 0 (65) 182 (158) 442 0 0 0 0 0 (110) (16) 52 0 0 0 (6) 66 26 34 0 34 (19) 1 196 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Year Ended December 31, 2018 Total Gains (Losses) (Realized/Unrealized) Balance, January 1, 2018 Included in Net Income(1) Included in OCI Purchases Sales Issuances Settlements Transfers Into Level 3 Transfers Out of Level 3 Balance, December 31, 2018 Net Unrealized Gains (Losses) Included in Net Income Related to Assets and Liabilities Still Held as of December 31, 2018(1) $ 614 $ 32 $ 14 5 0 0 (8) $ 0 0 0 $ 0 $ 0 0 0 0 0 $ 0 0 (74) $ 203 $ (334) $ 0 (4) 0 (5) 0 0 433 $ 10 0 633 32 (8) 0 0 92 3 172 (14) 13 (20) 0 0 0 0 (97) 0 0 0 0 0 2 0 (83) 203 (334) 443 0 0 0 0 0 0 0 1 0 158 (10) 13 (17) 28 0 0 28 0 (14) (20) (Dollars in millions) Securities available for sale:(2) RMBS . . . . . . . CMBS . . . . . . . Other securities Total securities available for sale . . Other assets: Consumer MSRs . . . . . . . . Retained interests in securitizations . Net derivative assets (liabilities)(3) __________ (1) Realized gains (losses) on securities available for sale are included in net securities gains (losses), and retained interests in securitizations are reported as a component of non-interest income in our consolidated statements of income. Gains (losses) on derivatives are included as a component of net interest income or non-interest income in our consolidated statements of income. (2) (3) (4) Net unrealized losses included in other comprehensive income related to Level 3 securities available for sale still held as of December 31, 2020 were $21 million. Net unrealized losses included in other comprehensive income related to Level 3 securities available for sale still held as of December 31, 2019 were $4 million. Net unrealized losses included in other comprehensive income related to Level 3 securities available for sale still held as of December 31, 2018 were $17 million. Includes derivative assets and liabilities of $141 million and $110 million, respectively, as of December 31, 2020, $77 million and $51 million, respectively, as of December 31, 2019 and $38 million and $48 million, respectively, as of December 31, 2018. The fair value of RMBS as of January 1, 2020 includes a cumulative adjustment of $4 million from the adoption of the CECL standard. Significant Level 3 Fair Value Asset and Liability Inputs Generally, uncertainties in fair value measurements of financial instruments, such as changes in unobservable inputs, may have a significant impact on fair value. Certain of these unobservable inputs will, in isolation, have a directionally consistent impact on the fair value of the instrument for a given change in that input. Alternatively, the fair value of the instrument may move in an opposite direction for a given change in another input. In general, an increase in the discount rate, default rates, loss severity and credit spreads, in isolation, would result in a decrease in the fair value measurement. In addition, an increase in default rates would generally be accompanied by a decrease in recovery rates, slower prepayment rates and an increase in liquidity spreads. Techniques and Inputs for Level 3 Fair Value Measurements The following table presents the significant unobservable inputs used to determine the fair values of our Level 3 financial instruments on a recurring basis. We utilize multiple vendor pricing services to obtain fair value for our securities. Several of our vendor pricing services are only able to provide unobservable input information for a limited number of securities due to software licensing restrictions. Other vendor pricing services are able to provide unobservable input information for all securities for which they provide a valuation. As a result, the unobservable input information for the securities available for sale presented below represents a composite summary of all information we are able to obtain. The unobservable input information for all other Level 3 financial instruments is based on the assumptions used in our internal valuation models. 197 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table 16.3: Quantitative Information about Level 3 Fair Value Measurements (Dollars in millions) Securities available for sale: Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, 2020 Significant Valuation Techniques Significant Unobservable Inputs Range Weighted Average(1) RMBS . . . . . . . . . . . . . . . . . . $ 328 Discounted cash flows (vendor pricing) CMBS . . . . . . . . . . . . . . . . . . Other assets: Retained interests in securitizations(2) . . . . . . . . . . 111 Discounted cash flows (vendor pricing) 55 Discounted cash flows Net derivative assets (liabilities) . . . . . . . . . . . . . . . . 31 Discounted cash flows Yield Voluntary prepayment rate Default rate Loss severity Yield 2-12% 8-15% 0-11% 30-100% 1-3% Life of receivables (months) Voluntary prepayment rate Discount rate Default rate Loss severity Swap rates 37-52 3-13% 2-12% 3-3% 55-70% 1% 3% 10% 2% 73% 2% N/A 1% (Dollars in millions) Securities available for sale: Quantitative Information about Level 3 Fair Value Measurements Fair Value at December 31, 2019 Significant Valuation Techniques Significant Unobservable Inputs Range Weighted Average(1) RMBS . . . . . . . . . . . . . . . . . . $ 429 Discounted cash flows (vendor pricing) CMBS . . . . . . . . . . . . . . . . . . Other assets: Retained interests in securitizations(2) . . . . . . . . . . 13 Discounted cash flows (vendor pricing) 66 Discounted cash flows Net derivative assets (liabilities) . . . . . . . . . . . . . . . . 26 Discounted cash flows Yield Voluntary prepayment rate Default rate Loss severity Yield Life of receivables (months) Voluntary prepayment rate Discount rate Default rate Loss severity Swap rates 2-18% 0-18% 1-6% 30-95% 2-3% 35-51 4-14% 3-10% 2-3% 74-88% 2% 5% 10% 2% 67% 2% N/A 2% __________ (1) Weighted averages are calculated by using the product of the input multiplied by the relative fair value of the instruments. (2) Due to the nature of the various mortgage securitization structures in which we have retained interests, it is not meaningful to present a consolidated weighted average for the significant unobservable inputs. Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis We are required to measure and recognize certain assets at fair value on a nonrecurring basis on the consolidated balance sheets. These assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, from the application of lower of cost or fair value accounting or when we evaluate for impairment). The following describes the valuation techniques used in estimating the fair value of our financial assets and liabilities recorded at fair value on a nonrecurring basis. Net Loans Held for Investment For loans held for investment that are recorded at fair value on our consolidated balance sheets and measured on a nonrecurring basis, the fair value is determined using appraisal values that are obtained from independent appraisers, broker pricing opinions or other available market information, adjusted for the estimated cost to sell. Due to the use of significant unobservable inputs, these loans are classified as Level 3 under the fair value hierarchy. Fair value adjustments for individually impaired collateralized loans held for investment are recorded in provision for credit losses in the consolidated statements of income. 198 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Loans Held for Sale Loans held for sale for which we have not elected the fair value option are carried at the lower of aggregate cost, net of deferred fees and deferred origination costs, or fair value. These loans held for sale are valued based on market observable inputs and are therefore classified as Level 2. Fair value adjustments to these loans are recorded in other non-interest income in our consolidated statements of income. Other Assets Other assets subject to nonrecurring fair value measurements include equity investments accounted for under the measurement alternative, other repossessed assets and long-lived assets held for sale. These assets held for sale are carried at the lower of the carrying amount or fair value less costs to sell. The fair value is determined based on the appraisal value, listing price of the property or collateral provided by independent appraisers, and is adjusted for the estimated costs to sell. Due to the use of significant unobservable inputs, these assets are classified as Level 3 under the fair value hierarchy. Fair value adjustments for these assets are recorded in other non-interest expense in the consolidated statements of income. The following table presents the carrying value of the assets measured at fair value on a nonrecurring basis and still held as of December 31, 2020 and 2019, and for which a nonrecurring fair value measurement was recorded during the year then ended. Table 16.4: Nonrecurring Fair Value Measurements (Dollars in millions) Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Level 2 Level 3 Total $ $ 0 $ 305 $ 0 175 0 $ 480 $ 305 175 480 December 31, 2020 Estimated Fair Value Hierarchy December 31, 2019 Estimated Fair Value Hierarchy Level 2 Level 3 Total $ $ 0 $ 294 $ 0 103 0 $ 397 $ 294 103 397 (Dollars in millions) Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) As of December 31, 2020, other assets included equity investments accounted for under the measurement alternative of $25 million, repossessed assets of $42 million and long-lived assets held for sale of $108 million. As of December 31, 2019, other assets included equity investments accounted for under the measurement alternative of $5 million, repossessed assets of $61 million and long-lived assets held for sale of $37 million. In the above table, loans held for investment are generally valued based in part on the estimated fair value of the underlying collateral and the non-recoverable rate, which is considered to be a significant unobservable input. The non-recoverable rate ranged from 0% to 89%, with a weighted average of 14%, and from 0% to 50%, with a weighted average of 6%, as of December 31, 2020 and 2019, respectively. The weighted average non-recoverable rate is calculated based on the estimated market value of the underlying collateral. The significant unobservable inputs and related quantitative information related to fair value of the other assets are not meaningful to disclose as they vary significantly across properties and collateral. 199 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The following table presents total nonrecurring fair value measurements for the period, included in earnings, attributable to the change in fair value relating to assets that are still held at December 31, 2020 and 2019. Table 16.5: Nonrecurring Fair Value Measurements Included in Earnings (Dollars in millions) Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ Total Gains (Losses) Year Ended December 31, 2020 2019 198 $ (85) 113 $ (268) (76) (344) __________ (1) Other assets include fair value adjustments related to repossessed assets, long-lived assets held for sale and equity investments accounted for under the measurement alternative. Fair Value of Financial Instruments The following table presents the carrying value and estimated fair value, including the level within the fair value hierarchy, of our financial instruments that are not measured at fair value on a recurring basis on our consolidated balance sheets as of December 31, 2020 and 2019. Table 16.6: Fair Value of Financial Instruments (Dollars in millions) Financial assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash for securitization investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial liabilities: December 31, 2020 Carrying Value Estimated Fair Value Estimated Fair Value Hierarchy Level 1 Level 2 Level 3 $ 40,509 $ 40,509 $ 4,708 $ 35,801 $ 262 236,060 2,114 1,471 1,341 262 244,701 2,214 1,471 1,341 262 0 0 0 0 0 0 2,214 1,471 1,341 0 0 244,701 0 0 0 Deposits with defined maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal funds purchased and securities loaned or sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32,746 12,414 27,382 33,111 12,584 28,282 668 352 668 352 0 0 0 0 0 33,111 12,584 28,282 668 352 0 0 0 0 0 200 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions) Financial assets: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted cash for securitization investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other investments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial liabilities: December 31, 2019 Carrying Value Estimated Fair Value Estimated Fair Value Hierarchy Level 1 Level 2 Level 3 $ 13,407 $ 13,407 $ 4,129 $ 9,278 $ 342 258,601 149 1,758 1,638 342 258,696 149 1,758 1,638 342 0 0 0 0 0 0 149 1,758 1,638 0 0 258,696 0 0 0 Deposits with defined maturities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securitized debt obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal funds purchased and securities loaned or sold under agreements to repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other borrowings(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44,958 17,808 30,472 45,225 17,941 31,233 314 7,000 439 314 7,001 439 0 0 0 0 0 0 45,225 17,941 31,233 314 7,001 439 0 0 0 0 0 0 __________ (1) Other investments include FHLB and Federal Reserve stock. These investments are included in other assets on our consolidated balance sheets. (2) Other borrowings excludes finance lease liabilities. 201 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 17—BUSINESS SEGMENTS AND REVENUE FROM CONTRACTS WITH CUSTOMERS Our principal operations are organized into three major business segments, which are defined primarily based on the products and services provided or the types of customers served: Credit Card, Consumer Banking and Commercial Banking. The operations of acquired businesses have been integrated into or managed as a part of our existing business segments. Certain activities that are not part of a segment, such as management of our corporate investment portfolio, asset/liability management by our centralized Corporate Treasury group and residual tax expense or benefit to arrive at the consolidated effective tax rate that is not assessed to our primary business segments, are included in the Other category. • • • • Credit Card: Consists of our domestic consumer and small business card lending, and international card businesses in Canada and the United Kingdom. Consumer Banking: Consists of our deposit gathering and lending activities for consumers and small businesses, and national auto lending. Commercial Banking: Consists of our lending, deposit gathering, capital markets and treasury management services to commercial real estate and commercial and industrial customers. Our commercial and industrial customers typically include companies with annual revenues between $20 million and $2 billion. Other category: Includes the residual impact of the allocation of our centralized Corporate Treasury group activities, such as management of our corporate investment portfolio and asset/liability management, to our business segments. Accordingly, net gains and losses on our investment securities portfolio and certain trading activities are included in the Other category. Other category also includes foreign exchange-rate fluctuations on foreign currency-denominated transactions; 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; certain material items that are non-recurring in nature; offsets related to certain line-item reclassifications; and residual tax expense or benefit to arrive at the consolidated effective tax rate that is not assessed to our primary business segments. Basis of Presentation We report the results of each of our business segments on a continuing operations basis. The results of our individual businesses reflect the manner in which management evaluates performance and makes decisions about funding our operations and allocating resources. Business Segment Reporting Methodology The results of our business segments are intended to present each segment as if it were a stand-alone business. Our internal management and reporting process used to derive our segment results employs various allocation methodologies, including funds transfer pricing, to assign certain balance sheet assets, deposits and other liabilities and their related revenue and expenses directly or indirectly attributable to each business segment. Our funds transfer pricing process provides a funds credit for sources of funds, such as deposits generated by our Consumer Banking and Commercial Banking businesses, and a funds charge for the use of funds by each segment. Due to the integrated nature of our business segments, estimates and judgments have been made in allocating certain revenue and expense items. Transactions between segments are based on specific criteria or approximate third-party rates. We regularly assess the assumptions, methodologies and reporting classifications used for segment reporting, which may result in the implementation of refinements or changes in future periods. The following is additional information on the principles and methodologies used in preparing our business segment results. • Net interest income: Interest income from loans held for investment and interest expense from deposits and other interest-bearing liabilities are reflected within each applicable business segment. Because funding and asset/liability management are managed centrally by our Corporate Treasury group, net interest income for our business segments also includes the results of a funds transfer pricing process that is intended to allocate a cost of funds used or credit for funds provided to all business segment assets and liabilities, respectively, using a matched funding concept. The taxable- equivalent benefit of tax-exempt products is also allocated to each business unit with a corresponding increase in income tax expense. 202 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS • • • • • • • Non-interest income: Non-interest fees and other revenue associated with loans or customers managed by each business segment and other direct revenues are accounted for within each business segment. Provision for credit losses: The provision for credit losses is directly attributable to the business segment in accordance with the loans each business segment manages. Non-interest expense: Non-interest expenses directly managed and incurred by a business segment are accounted for within each business segment. We allocate certain non-interest expenses indirectly incurred by business segments, such as corporate support functions, to each business segment based on various factors, including the actual cost of the services from the service providers, the utilization of the services, the number of employees or other relevant factors. Goodwill and intangible assets: Goodwill and intangible assets that are not directly attributable to business segments are assigned to business segments based on the relative fair value of each segment. Intangible amortization is included in the results of the applicable segment. Income taxes: Income taxes are assessed for each business segment based on a standard tax rate with the residual tax expense or benefit to arrive at the consolidated effective tax rate included in the Other category. Loans held for investment: Loans are reported within each business segment based on product or customer type served by that business segment. Deposits: Deposits are reported within each business segment based on product or customer type served by that business segment. Segment Results and Reconciliation We may periodically change our business segments or reclassify business segment results based on modifications to our management reporting methodologies or changes in organizational alignment. In the first quarter of 2019, we made a change in how revenue is measured in our Commercial Banking business by revising the allocation of tax benefits on certain tax- advantaged investments. As such, 2018 results have been recast to conform with the current period presentation. The result of this measurement change reduced the previously reported total net revenue in our Commercial Banking business by $108 million for the year ended December 31, 2018, with an offsetting increase in the Other category. This change in measurement of our Commercial Banking revenue did not have any impact to the consolidated financial statements. The following table presents our business segment results for the years ended December 31, 2020, 2019 and 2018, selected balance sheet data as of December 31, 2020, 2019 and 2018, and a reconciliation of our total business segment results to our reported consolidated income from continuing operations, loans held for investment and deposits. 203 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table 17.1: Segment Results and Reconciliation (Dollars in millions) Net interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Credit Card Year Ended December 31, 2020 Consumer Banking Commercial Banking(1) Other(1) Consolidated Total 13,776 $ 7,238 $ 2,048 $ (149) $ 22,913 Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from continuing operations before income taxes . . Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,823 17,599 7,327 8,491 1,781 420 466 7,704 1,753 4,159 1,792 425 923 2,971 1,181 1,706 84 19 398 249 3 700 (454) (378) 5,610 28,523 10,264 15,056 3,203 486 Income (loss) from continuing operations, net of tax . . . . . . . . . . $ 1,361 $ 1,367 $ 65 $ (76) $ 2,717 Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 106,956 $ 68,888 $ 75,780 $ 0 $ 251,624 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 249,815 39,590 16,037 305,442 (Dollars in millions) Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Credit Card Year Ended December 31, 2019 Consumer Banking Commercial Banking(1) Other(1) Consolidated Total 14,461 $ 6,732 $ 1,983 $ 164 $ 23,340 Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for credit losses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from continuing operations before income taxes . . Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3,888 18,349 4,992 9,271 4,086 959 643 7,375 938 4,091 2,346 547 831 2,814 306 1,699 809 188 (109) 55 0 422 (367) (353) Income (loss) from continuing operations, net of tax . . . . . . . . . . $ 3,127 $ 1,799 $ 621 $ (14) $ 5,253 28,593 6,236 15,483 6,874 1,341 5,533 Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 128,236 $ 63,065 $ 74,508 $ 0 $ 265,809 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 213,099 32,134 17,464 262,697 Year Ended December 31, 2018 Consumer Banking Commercial Banking(1)(3) Other(1)(3) Consolidated Total Credit Card (Dollars in millions) Net interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total net revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision (benefit) for credit losses . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) from continuing operations before income taxes . . Income tax provision (benefit) . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,167 $ 3,520 17,687 4,984 8,542 4,161 970 6,549 $ 663 7,212 838 4,027 2,347 547 2,044 $ 744 2,788 83 1,654 1,051 245 115 $ 274 389 (49) 679 (241) (469) Income from continuing operations, net of tax . . . . . . . . . . . . . . . $ 3,191 $ 1,800 $ 806 $ 228 $ Loans held for investment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 116,361 $ 59,205 $ 70,333 $ 0 $ 245,899 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 198,607 29,480 21,677 249,764 204 Capital One Financial Corporation (COF) 22,875 5,201 28,076 5,856 14,902 7,318 1,293 6,025 CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS __________ (1) Some of our commercial investments generate tax-exempt income, tax credits or other tax benefits. Accordingly, we present our Commercial Banking revenue and yields on a taxable-equivalent basis, calculated using the federal statutory tax rate of (21% for all periods presented) and state taxes where applicable, with offsetting reductions to the Other category. (2) (3) Total net revenue was reduced by $1.1 billion for the year ended December 31, 2020, for finance charges and fees charged off as uncollectible. In the first quarter of 2019, we made a change in how revenue is measured in our Commercial Banking business by revising the allocation of tax benefits on certain tax-advantaged investments. As such, 2018 results have been recast to conform with the current period presentation. The result of this measurement change reduced the previously reported total net revenue in our Commercial Banking business by $108 million for the year ended December 31, 2018, with an offsetting increase in the Other category. Revenue from Contracts with Customers The majority of our revenue from contracts with customers consists of interchange fees, service charges and other customer- related fees, and other contract revenue. Interchange fees are primarily from our Credit Card business and are recognized upon settlement with the interchange networks, net of rewards earned by customers. Service charges and other customer-related fees within our Consumer Banking business are primarily related to fees earned on consumer deposit accounts for account maintenance and various transaction-based services such as overdrafts and ATM usage. Service charges and other customer- related fees within our Commercial Banking business are mostly related to fees earned on treasury management and capital markets services. Other contract revenue in our Credit Card business consists primarily of revenue from our partnership arrangements. Other contract revenue in our Consumer Banking business consists primarily of revenue earned on certain marketing and promotional events from our auto dealers. Revenue from contracts with customers is included in non-interest income in our consolidated statements of income. The following table presents revenue from contracts with customers and a reconciliation to non-interest income by business segment for the years ended December 31, 2020, 2019 and 2018. Table 17.2: Revenue from Contracts with Customers and Reconciliation to Segment Results (Dollars in millions) Contract revenue: Interchange fees, net(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service charges and other customer-related fees . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total contract revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue from other sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2020 Credit Card Consumer Banking Commercial Banking(1) Other(1) Consolidated Total $ 2,747 $ 209 $ 63 $ (2) $ 3,017 0 315 3,062 761 188 39 436 30 175 4 242 681 (1) 0 (3) 401 Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,823 $ 466 $ 923 $ 398 $ (Dollars in millions) Contract revenue: Interchange fees, net(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service charges and other customer-related fees . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total contract revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue from other sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2019 Credit Card Consumer Banking Commercial Banking(1) Other(1) Consolidated Total $ 2,925 $ 205 $ 55 $ (6) $ 3,179 0 120 3,045 843 298 101 604 39 120 3 178 653 (1) 0 (7) (102) Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 3,888 $ 643 $ 831 $ (109) $ 362 358 3,737 1,873 5,610 417 224 3,820 1,433 5,253 205 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in millions) Contract revenue: Interchange fees, net(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service charges and other customer-related fees . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total contract revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue from other sources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total non-interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . __________ (1) Year Ended December 31, 2018 Credit Card Consumer Banking Commercial Banking(1) Other(1) Consolidated Total $ 2,609 $ 185 $ 33 $ (4) $ 2,823 0 8 2,617 903 367 109 661 2 123 2 158 586 (1) 0 (5) 279 $ 3,520 $ 663 $ 744 $ 274 $ 489 119 3,431 1,770 5,201 Some of our commercial investments generate tax-exempt income, tax credits or other tax benefits. Accordingly, we present our Commercial Banking revenue and yields on a taxable-equivalent basis, calculated using the federal statutory tax rate of (21% for all periods presented) and state taxes where applicable, with offsetting reductions to the Other category. (2) Interchange fees are presented net of customer reward expenses of $4.9 billion for the years ended December 31, 2020 and 2019 and $4.4 billion for the year ended December 31, 2018. 206 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 18—COMMITMENTS, CONTINGENCIES, GUARANTEES AND OTHERS Commitments to Lend Our unfunded lending commitments primarily consist of credit card lines, loan commitments to customers of both our Commercial Banking and Consumer Banking businesses, as well as standby and commercial letters of credit. These commitments, other than credit card lines, are legally binding conditional agreements that have fixed expirations or termination dates and specified interest rates and purposes. The contractual amount of these commitments represents the maximum possible credit risk to us should the counterparty draw upon the commitment. We generally manage the potential risk of unfunded lending commitments by limiting the total amount of arrangements, monitoring the size and maturity structure of these portfolios and applying the same credit standards for all of our credit activities. For unused credit card lines, we have not experienced and do not anticipate that all of our customers will access their entire available line at any given point in time. Commitments to extend credit other than credit card lines generally require customers to maintain certain credit standards. Collateral requirements and loan-to-value (“LTV”) ratios are the same as those for funded transactions and are established based on management’s credit assessment of the customer. These commitments may expire without being drawn upon; therefore, the total commitment amount does not necessarily represent future funding requirements. We also issue letters of credit, such as financial standby, performance standby and commercial letters of credit, to meet the financing needs of our customers. Standby letters of credit are conditional commitments issued by us to guarantee the performance of a customer to a third party in a borrowing arrangement. Commercial letters of credit are short-term commitments issued primarily to facilitate trade finance activities for customers and are generally collateralized by the goods being shipped to the customer. These collateral requirements are similar to those for funded transactions and are established based on management’s credit assessment of the customer. Management conducts regular reviews of all outstanding letters of credit and the results of these reviews are considered in assessing the adequacy of reserves for unfunded lending commitments. The following table presents the contractual amount and carrying value of our unfunded lending commitments as of December 31, 2020 and 2019. The carrying value represents our reserve and deferred revenue on legally binding commitments. Table 18.1: Unfunded Lending Commitments Contractual Amount Carrying Value (Dollars in millions) Credit card lines . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other loan commitments(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Standby letters of credit and commercial letters of credit(2) . . . . . . . . . . . . Total unfunded lending commitments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2020 349,594 $ December 31, 2019 363,446 $ December 31, 2020 December 31, 2019 N/A 35,836 1,302 36,454 $ 144 $ 1,574 32 $ 386,732 $ 401,474 $ 176 $ N/A 110 27 137 __________ (1) Includes $1.8 billion and $1.6 billion of advised lines of credit as of December 31, 2020 and 2019, respectively. (2) These financial guarantees have expiration dates ranging from 2021 to 2023 as of December 31, 2020. Loss Sharing Agreements Within our Commercial Banking business, we originate multifamily commercial real estate loans with the intent to sell them to the GSEs. We enter into loss sharing agreements with the GSEs upon the sale of the loans. Beginning January 1, 2020, we elected the fair value option on new loss sharing agreements. Unrealized gains and losses are recorded in other non-interest income in our consolidated statements of income. For those loss sharing agreements entered into as of and prior to December 31, 2019, we amortize the liability recorded at inception into non-interest income as we are released from risk of payment under the loss sharing agreement and record our estimate of expected credit losses each period in provision for credit losses in our consolidated statements of income. The liability recognized on our consolidated balance sheets for these loss sharing agreements was $97 million and $75 million as of December 31, 2020 and 2019, respectively. See “Note 4—Allowance for Credit Losses and Reserve for Unfunded Lending Commitments” for more information related to our credit card partnership loss sharing arrangements. 207 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS U.K. Payment Protection Insurance In the U.K., we previously sold payment protection insurance (“PPI”). In response to an elevated level of customer complaints across the industry, heightened media coverage and pressure from consumer advocacy groups, the U.K. Financial Conduct Authority (“FCA”), formerly the Financial Services Authority, investigated and raised concerns about the way the industry has handled complaints related to the sale of these insurance policies. For the past several years, the U.K.’s Financial Ombudsman Service (“FOS”) has been adjudicating customer complaints relating to PPI, escalated to it by consumers who disagree with the rejection of their complaint by firms, leading to customer remediation payments by us and others within the industry. In August 2017, the FCA issued final rules and guidance on the PPI complaints. This set the deadline for complaints as August 29, 2019. It also provided clarity on how to handle PPI complaints under s.140A of the Consumer Credit Act, including guidance on how redress for such complaints should be calculated. COEP has now materially completed the handling of PPI complaints that were received prior to the deadline set by the FCA. Escalations to the FOS (by customers or their representatives) may still take place until the first quarter of 2021. Throughout this time, the FCA will continue to supervise firms that handle PPI complaints and the supporting processes, people and systems. Our U.K. PPI reserve declined to an immaterial amount as of December 31, 2020 from $188 million as of December 31, 2019. Litigation In accordance with the current accounting standards for loss contingencies, we establish reserves for litigation-related matters that arise from the ordinary course of our business activities when it is probable that a loss associated with a claim or proceeding has been incurred and the amount of the loss can be reasonably estimated. None of the amounts we currently have recorded individually or in the aggregate are considered to be material to our financial condition. Litigation claims and proceedings of all types are subject to many uncertain factors that generally cannot be predicted with assurance. Below we provide a description of potentially material legal proceedings and claims. For some of the matters disclosed below, we are able to estimate reasonably possible losses above existing reserves, and for other disclosed matters, such an estimate is not possible at this time. For those matters below where an estimate is possible, management currently estimates the reasonably possible future losses beyond our reserves as of December 31, 2020 are approximately $200 million. Our reserve and reasonably possible loss estimates involve considerable judgment and reflect that there is still significant uncertainty regarding numerous factors that may impact the ultimate loss levels. Notwithstanding, our attempt to estimate a reasonably possible range of loss beyond our current accrual levels for some litigation matters based on current information, it is possible that actual future losses will exceed both the current accrual level and the range of reasonably possible losses disclosed here. Given the inherent uncertainties involved in these matters, especially those involving governmental agencies, and the very large or indeterminate damages sought in some of these matters, there is significant uncertainty as to the ultimate liability we may incur from these litigation matters and an adverse outcome in one or more of these matters could be material to our results of operations or cash flows for any particular reporting period. Interchange In 2005, a putative class of retail merchants filed antitrust lawsuits against MasterCard and Visa and several issuing banks, including Capital One, seeking both injunctive relief and monetary damages for an alleged conspiracy by defendants to fix the level of interchange fees. Other merchants have asserted similar claims in separate lawsuits, and while these separate cases did not name any issuing banks, Visa, MasterCard and issuers, including Capital One, have entered settlement and judgment sharing agreements allocating the liabilities of any judgment or settlement arising from all interchange-related cases. The lawsuits were consolidated before the U.S. District Court for the Eastern District of New York for certain purposes and were settled in 2012. The class settlement, however, was invalidated by the United States Court of Appeals for the Second Circuit in June 2016, and the suit was bifurcated into separate class actions seeking injunctive and monetary relief, respectively. In addition, numerous merchant groups opted out of the 2012 settlement and have pursued their own claims. The claims by the injunctive relief class have not been resolved, but the settlement of $5.5 billion for the monetary damages class received final approval from the trial court, and has been appealed to the U.S. Court of Appeals for the Second Circuit. Visa and MasterCard have also settled a number of the opt-out cases, which required non-material payments from issuing banks, including Capital One. Visa created a litigation escrow account following its initial public offering of stock in 2008 that funds 208 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS settlements for its member banks, and any settlements related to MasterCard-allocated losses have either already been paid or are reflected in our reserves. Anti-Money Laundering In October 2018, we paid a civil monetary penalty of $100 million to resolve the monetary component of a July 2015 OCC consent order relating to our anti-money laundering (“AML”) program. The OCC lifted the AML consent order in November 2019. In June 2019, the Department of Justice and the New York District Attorney’s Office closed their investigations into certain former check cashing clients of the Commercial Banking business and our AML program. In January 2021, the Financial Crimes Enforcement Network (“FinCEN”) of the U.S. Department of Treasury assessed a civil monetary penalty of $390 million to conclude its investigation into AML compliance regarding certain former check cashing clients. We paid $290 million from existing reserves to satisfy the assessment, after receiving a credit for the related $100 million civil monetary penalty we paid to the OCC in October 2018. The resolution with FinCEN concludes the last government inquiry relating to the former check cashing line of business we exited in 2014. Cybersecurity Incident As a result of the Cybersecurity Incident announced on July 29, 2019, we are subject to numerous legal proceedings and other inquiries and could be the subject of additional proceedings and inquiries in the future. Consumer class actions. We were named as a defendant in approximately 73 putative consumer class action cases (61 in U.S. federal courts and 12 in Canadian courts) alleging harm from the Cybersecurity Incident and seeking various remedies, including monetary and injunctive relief. The lawsuits allege breach of contract, negligence, violations of various privacy laws and a variety of other legal causes of action. The U.S. consumer class actions have been consolidated for pretrial proceedings before a multi-district litigation (“MDL”) panel in the U.S. District Court for the Eastern District of Virginia, Alexandria Division, where the remaining 29 consumer class actions are currently pending. In the third quarter of 2020, the MDL court denied in part and granted in part Capital One’s motion to dismiss and permitted pretrial discovery to continue. Securities class action. The Company and certain officers have also been named as defendants in a putative class action pending in the MDL alleging violations of certain federal securities laws in connection with statements and alleged omissions in securities filings relating to our information security standards and practices. The complaint seeks certification of a class of all persons who purchased or otherwise acquired Capital One securities from July 23, 2015 to July 29, 2019, as well as unspecified monetary damages, costs and other relief. Governmental inquiries. We have received inquiries and requests for information relating to the Cybersecurity Incident from Congress, federal regulators, relevant Canadian regulators, the Department of Justice, and the offices of approximately fourteen state Attorneys General. We are cooperating with these offices and responding to their inquiries. In August 2020, we entered into consent orders with the Federal Reserve and the OCC resulting from regulatory reviews of the Cybersecurity Incident and relating to ongoing enhancements of our cybersecurity and operational risk management processes. We paid an $80 million penalty to the U.S. Treasury as part of the OCC agreement. The Federal Reserve agreement did not contain a monetary penalty. Taxi Medallion Finance Investigations Beginning in 2019, we have received subpoenas from the New York Attorney General’s office and from the U.S. Attorney’s Office for the Southern District of New York, Civil and Criminal Divisions, relating to investigations of the taxi medallion finance industry we exited beginning in 2015. The subpoenas seek, among other things, information regarding our lending counterparties and practices. We are cooperating with these investigations. U.K. PPI Litigation Some of the claimants in the U.K. PPI regulatory claims process have initiated legal proceedings. The significant increase in PPI regulatory claim volumes shortly before the August 29, 2019 claims submission deadline increases the potential exposure for PPI-related litigation, which is not subject to the August 29, 2019 deadline. 209 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other Pending and Threatened Litigation In addition, we are commonly subject to various pending and threatened legal actions relating to the conduct of our normal business activities. In the opinion of management, the ultimate aggregate liability, if any, arising out of all such other pending or threatened legal actions is not expected to be material to our consolidated financial position or our results of operations. 210 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 19—CAPITAL ONE FINANCIAL CORPORATION (PARENT COMPANY ONLY) Financial Information The following parent company only financial statements are prepared in accordance with Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Table 19.1: Parent Company Statements of Income (Dollars in millions) Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2020 2019 2018 $ 186 $ 442 $ 313 720 798 3,276 2,750 (21) 60 19 29 510 3,003 (127) 33 Income before income taxes and equity in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . 2,519 2,839 2,333 Income tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income (loss), net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (93) 102 2,714 2,346 (138) (128) 2,569 5,546 1,531 3,554 6,015 (136) Comprehensive income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,060 $ 7,077 $ 5,879 Table 19.2: Parent Company Balance Sheets (Dollars in millions) Assets: December 31, 2020 December 31, 2019 Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,976 $ Investments in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loans to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62,066 5,924 622 1,473 13,050 61,626 3,905 738 1,017 Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 83,061 $ 80,336 Liabilities: Senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 22,037 $ 22,080 Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 820 22,857 60,204 Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 83,061 $ 245 22,325 58,011 80,336 211 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Table 19.3: Parent Company Statements of Cash Flows (Dollars in millions) Operating activities: Year Ended December 31, 2020 2019 2018 Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2,714 $ 5,546 $ 6,015 Adjustments to reconcile net income to net cash from operating activities: Equity in undistributed earnings of subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash from operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (102) (2,569) (3,554) 1,217 3,829 216 3,193 (35) 2,426 Investing activities: Changes in investments in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from paydowns and maturities of securities available for sale . . . . . . . . . . . . . . . . . . . . . . . . . Changes in loans to subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash from investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (217) 117 704 111 (577) 140 (2,019) (1,302) (2,055) (2,119) (487) (2,492) Financing activities: Borrowings: Changes in borrowings from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Issuance of senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Maturities and paydowns of senior and subordinated notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 38 1,991 2,646 5,227 (2,900) (750) 0 Common stock: Net proceeds from issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 241 (460) 199 (753) 175 (773) Preferred stock: Net proceeds from issuances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,330 1,462 0 (280) (282) (265) Redemptions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,375) (1,000) 0 Purchases of treasury stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (393) (1,481) (2,284) Proceeds from share-based payment activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash from financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 (1,784) 17 58 (74) 2,764 Cash and cash equivalents, beginning of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,050 10,286 38 2,156 2,090 8,196 Cash and cash equivalents, end of the period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 12,976 $ 13,050 $ 10,286 Supplemental information: Non-cash impact from the dissolution of wholly-owned subsidiary Decrease in investment in subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 0 $ 1,508 $ Decrease in borrowings from subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 1,671 0 0 212 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 20—RELATED PARTY TRANSACTIONS In the ordinary course of business, we may have loans issued to our executive officers, directors and principal stockholders. Pursuant to our policy, such loans are issued on the same terms as those prevailing at the time for comparable loans to unrelated persons and do not involve more than the normal risk of collectability. 213 Capital One Financial Corporation (COF) Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. Item 9A. Controls and Procedures Overview We are required under applicable laws and regulations to maintain controls and procedures, which include disclosure controls and procedures as well as internal control over financial reporting, as further described below. (a) Disclosure Controls and Procedures 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 the SEC rules and forms and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding our required disclosure. In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and we must apply judgment in evaluating and implementing possible controls and procedures. Evaluation of Disclosure Controls and Procedures As required by Rule 13a-15 of the Securities Exchange Act of 1934 (“Exchange Act”), our management, including the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of December 31, 2020, the end of the period covered by this Report on Form 10-K. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 2020, 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. (b) Changes in Internal Control Over Financial Reporting We regularly review our disclosure controls and procedures and make changes intended to ensure the quality of our financial reporting. There have been no changes in internal control over financial reporting that occurred during the fourth quarter of 2020 which have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. (c) Management’s Report on Internal Control Over Financial Reporting Management’s Report on Internal Control Over Financial Reporting is included in “Part II—Item 8. Financial Statements and Supplementary Data” and is incorporated herein by reference. The Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting also is included in “Part II—Item 8. Financial Statements and Supplementary Data” and incorporated herein by reference. Item 9B. Other Information None. 214 Capital One Financial Corporation (COF) Item 10. Directors, Executive Officers and Corporate Governance PART III The information required by Item 10 will be included in our Proxy Statement for the 2021 Annual Stockholder Meeting (“Proxy Statement”) under the heading “Corporate Governance at Capital One,” 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 2020 fiscal year. Item 11. Executive Compensation The information required by Item 11 will be included in the Proxy Statement under the headings “Director Compensation,” “Compensation Discussion and Analysis,” “Named Executive Officer Compensation” and “Compensation Committee Report,” and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by Item 12 will be included in the Proxy Statement under the headings “Security Ownership” and “Equity Compensation Plans,” and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by Item 13 will be included in the Proxy Statement under the headings “Related Person Transactions” and “Director Independence,” and is incorporated herein by reference. Item 14. Principal Accountant Fees and Services The information required by Item 14 will be included in the Proxy Statement under the heading “Ratification of Selection of Independent Registered Public Accounting Firm,” and is incorporated herein by reference. 215 Capital One Financial Corporation (COF) Item 15. Exhibits, Financial Statement Schedules (a) Financial Statement Schedules PART IV The following documents are filed as part of this Annual Report in Part II, Item 8 and are incorporated herein by reference. (1) Management’s Report on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm on Internal Control Over Financial Reporting Report of Independent Registered Public Accounting Firm on the Consolidated Financial Statements Consolidated Financial Statements: Consolidated Statements of Income for the years ended December 31, 2020, 2019 and 2018 Consolidated Statements of Comprehensive Income for the years ended December 31, 2020, 2019 and 2018 Consolidated Balance Sheets as of December 31, 2020 and 2019 Consolidated Statements of Changes in Stockholders’ Equity for the years ended December 31, 2020, 2019 and 2018 Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018 Notes to Consolidated Financial Statements (2) Schedules None. (b) Exhibits An index to exhibits has been filed as part of this Report and is incorporated herein by reference. Item 16. Form 10-K Summary Not applicable. 216 Capital One Financial Corporation (COF) CAPITAL ONE FINANCIAL CORPORATION ANNUAL REPORT ON FORM 10-K DATED DECEMBER 31, 2020 Commission File No. 001-13300 The following exhibits are incorporated by reference or filed herewith. 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 “2010 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed on March 1, 2011, as amended on March 7, 2011; (iv) 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; (v) 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; (vi) 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; (vii) the “2014 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 24, 2015; (viii) 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; (ix) 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; (x) the “2017 Form 10-K” are to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 21, 2018; (xi) 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; and (xii) 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. Exhibit No. Description 3.1 3.2 3.3.1 3.3.2 3.3.3 3.3.4 3.3.5 3.3.6 4.1.1 4.1.2 4.1.3 4.2 4.3* 10.1.1+ 10.1.2+ 10.1.3+ 10.1.4+ Restated Certificate of Incorporation of Capital One Financial Corporation (as restated May 1, 2020) (incorporated by reference to Exhibit 3.2 of the Current Report on Form 8-K, filed on May 4, 2020). Amended and Restated Bylaws of Capital One Financial Corporation, dated May 1, 2020 (incorporated by reference to Exhibit 3.3 of the Current Report on Form 8-K, filed on May 4, 2020). Certificate of Designations of Fixed-to-Floating Rate Non-Cumulative Perpetual Preferred Stock, Series E, dated May 12, 2015 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on May 14, 2015). Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G, dated July 28, 2016 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on July 29, 2016). Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series H, dated November 28, 2016 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on November 29, 2016). Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series I, dated September 10, 2019 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on September 11, 2019). Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series J, dated January 30, 2020 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on January 31, 2020). Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series K, dated September 16, 2020 (incorporated by reference to Exhibit 3.1 of the Current Report on Form 8-K, filed on September 17, 2020). Specimen certificate representing the common stock of Capital One Financial Corporation (incorporated by reference to Exhibit 4.1 of the 2003 Form 10-K). Warrant Agreement, dated December 3, 2009, between Capital One Financial Corporation and Computershare Trust Company, N.A. (incorporated by reference to the Exhibit 4.1 of the Form 8-A, filed on December 4, 2009). Deposit Agreement, dated August 20, 2012 (incorporated by reference to Exhibit 4.1 of the Current Report on Form 8-K, filed on August 20, 2012). Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, copies of instruments defining the rights of holders of long-term debt are not filed. The Company agrees to furnish a copy thereof to the SEC upon request. Description of Securities Registered Under Section 12 of the Exchange Act. Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to the Proxy Statement on Definitive Schedule 14A, filed on March 13, 2009). Third Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to the Proxy Statement on Definitive Schedule 14A, filed on March 18, 2014). Fourth Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1.4 of the 2017 Form 10- K). Fifth Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K, filed on May 3, 2019). 217 Capital One Financial Corporation (COF) Exhibit No. Description 10.2.1+ 10.2.2+ 10.2.3+ 10.2.4+ 10.2.5+ 10.2.6+ 10.2.7+ 10.2.8+ 10.2.9+ 10.2.10+ 10.2.11+ 10.2.12+ 10.2.13+ 10.2.14+ 10.2.15+ 10.2.16+ 10.2.17+ 10.2.18+ 10.2.19+ 10.2.20+ Form of Nonstatutory Stock Option Award Agreement granted to our executive officers, including the Chief Executive Officer, under the Second Amended and Restated 2004 Stock Incentive Plan on January 26, 2011 (incorporated by reference to Exhibit 10.18 of the 2010 Form 10-K). Form of Nonstatutory Stock Option Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Second Amended and Restated 2004 Stock Incentive Plan on January 31, 2012 (incorporated by reference to Exhibit 10.2.10 of the 2011 Form 10-K). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Second Amended and Restated 2004 Stock Incentive Plan on January 31, 2012 (incorporated by reference to Exhibit 10.2.11 of the 2011 Form 10-K). Form of Nonstatutory Stock Option Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Second Amended and Restated 2004 Stock Incentive Plan on January 31, 2013 (incorporated by reference to Exhibit 10.2.14 of the 2012 Form 10-K). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Second Amended and Restated 2004 Stock Incentive Plan on January 31, 2013 (incorporated by reference to Exhibit 10.2.15 of the 2012 Form 10-K). Form of Nonstatutory Stock Option Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Second Amended and Restated 2004 Stock Incentive Plan on January 30, 2014 (incorporated by reference to Exhibit 10.2.15 of the 2013 Form 10-K). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Second Amended and Restated 2004 Stock Incentive Plan on January 30, 2014 (incorporated by reference to Exhibit 10.2.16 of the 2013 Form 10-K). Form of Restricted Stock Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Second Amended and Restated 2004 Stock Incentive Plan on January 30, 2014 (incorporated by reference to Exhibit 10.2.17 of the 2013 Form 10-K). Form of Nonstatutory Stock Option Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third Amended and Restated 2004 Stock Incentive Plan on January 29, 2015 (incorporated by reference to Exhibit 10.2.14 of the 2014 Form 10-K). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third Amended and Restated 2004 Stock Incentive Plan on January 29, 2015 (incorporated by reference to Exhibit 10.2.15 of the 2014 Form 10-K). Form of Restricted Stock Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third Amended and Restated 2004 Stock Incentive Plan on January 29, 2015 (incorporated by reference to Exhibit 10.2.16 of the 2014 Form 10-K). Form of Nonstatutory Stock Option Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third 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). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third Amended and Restated 2004 Stock Incentive Plan on February 4, 2016 (incorporated by reference to Exhibit 10.2.18 of the 2015 Form 10-K). Form of Restricted Stock Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third Amended and Restated 2004 Stock Incentive Plan on February 4, 2016 (incorporated by reference to Exhibit 10.2.19 of the 2015 Form 10-K). Restricted Stock Unit Award Agreement granted to R. Scott Blackley under the Third Amended and Restated 2004 Stock Incentive Plan, dated May 9, 2016 (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q for the period ended June 30, 2016). Form of Nonstatutory Stock Option Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third Amended and Restated 2004 Stock Incentive Plan on February 2, 2017 (incorporated by reference to Exhibit 10.2.19 of the 2016 Form 10-K). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third Amended and Restated 2004 Stock Incentive Plan on February 2, 2017 (incorporated by reference to Exhibit 10.2.20 of the 2016 Form 10-K). Form of Restricted Stock Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Third Amended and Restated 2004 Stock Incentive Plan on February 2, 2017 (incorporated by reference to Exhibit 10.2.21 of the 2016 Form 10-K). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Fourth Amended and Restated 2004 Stock Incentive Plan on February 1, 2018 (incorporated by reference to Exhibit 10.2.22 of the 2017 Form 10-K). Form of Restricted Stock Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Fourth Amended and Restated 2004 Stock Incentive Plan on February 1, 2018 (incorporated by reference to Exhibit 10.2.23 of the 2017 Form 10-K). 218 Capital One Financial Corporation (COF) Exhibit No. Description 10.2.21+ 10.2.22+ 10.2.23+ 10.2.24+ 10.2.25+* 10.2.26+* 10.2.27+* 10.3.1+ 10.3.2+ 10.3.3+ 10.3.4+ 10.3.5+ 10.3.6+ 10.4.1+ 10.4.2+ 10.5+ 10.6.1+ 10.6.2+ 10.7.1+ 10.7.2+ 10.7.3+ 10.8.1+ 10.8.2+ 10.8.3+ 21* 23* 31.1* Form of Performance Unit Award Agreements granted to our executive officers under the Fourth Amended and Restated 2004 Stock Incentive Plan on January 31, 2019 (incorporated by reference to Exhibit 10.2.21 of the 2018 Form 10-K). Form of Restricted Stock Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Fourth Amended and Restated 2004 Stock Incentive Plan on January 31, 2019 (incorporated by reference to Exhibit 10.2.22 of the 2018 Form 10-K). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Fifth Amended and Restated 2004 Stock Incentive Plan on January 30, 2020 (incorporated by reference to Exhibit 10.2.23 of the 2019 Form 10-K). Form of Restricted Stock Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Fifth Amended and Restated 2004 Stock Incentive Plan on January 30, 2020 (incorporated by reference to Exhibit 10.2.24 of the 2019 Form 10-K). Form of Performance Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Fifth Amended and Restated 2004 Stock Incentive Plan on February 4, 2021. Form of Restricted Stock Unit Award Agreements granted to our executive officers, including the Chief Executive Officer, under the Fifth Amended and Restated 2004 Stock Incentive Plan on February 4, 2021. Form of Total Shareholder Return Performance Unit Award Agreement granted to our Chief Executive Officer under the Fifth Amended and Restated 2004 Stock Incentive Plan on February 4, 2021. Capital One Financial Corporation 1999 Non-Employee Directors Stock Incentive Plan, as amended (incorporated by reference to Exhibit 10.4 of the 2002 Form 10-K). Form of 1999 Non-Employee Directors Stock Incentive Plan Deferred Share Units Award Agreement between Capital One Financial Corporation and certain of its Directors (incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q for the period ended September 30, 2004). Form of Restricted Stock Unit Award Agreement granted to our directors under the Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.3.4 of the 2011 Form 10-K). Form of Stock Option Award Agreement granted to our directors under the Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.3.5 of the 2011 Form 10-K). Form of Restricted Stock Unit Award Agreement granted to our directors under the Fourth Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the period ended June 30, 2018). Form of Restricted Stock Unit Award Agreement granted to our directors under the Fifth Amended and Restated 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q for the period ended June 30, 2019). Amended and Restated Capital One Financial Corporation Executive Severance Plan (incorporated by reference to Exhibit 10.4 of the 2011 Form 10-K). Amended and Restated Capital One Financial Corporation Executive Severance Plan (incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q for the period ended September 30, 2015). Capital One Financial Corporation Non-Employee Directors Deferred Compensation Plan (incorporated by reference to Exhibit 10.5 of the 2011 Form 10-K). Amended and Restated Capital One Financial Corporation Voluntary Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.6 of the 2011 Form 10-K). First Amendment to the Amended and Restated Capital One Financial Corporation Voluntary Non-Qualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.6.2 of the 2012 Form 10-K). Form of Change of Control Employment Agreement between Capital One Financial Corporation and each of its named executive officers, other than the Chief Executive Officer (incorporated by reference to Exhibit 10.8.2 of the 2011 Form 10- K). Form of 2011 Change of Control Employment Agreement between Capital One Financial Corporation and certain executive officers (incorporated by reference to Exhibit 10.8.3 of the 2012 Form 10-K). Change of Control Employment Agreement between Capital One Financial Corporation and Richard D. Fairbank (incorporated by reference to Exhibit 10.7.3 of the 2013 Form 10-K). Form of Non-Competition Agreement between Capital One Financial Corporation and certain named executive officers (incorporated by reference to Exhibit 10.9 of the 2012 Form 10-K). Non-Competition Agreement between Capital One Financial Corporation and R. Scott Blackley, as amended on July 1, 2017 (incorporated by reference to Exhibit 10.1.1 of the Quarterly Report on Form 10-Q for the period ended March 31, 2017). Non-Competition Agreement between Capital One Financial Corporation and Michael J. Wassmer (incorporated by reference to Exhibit 10.1.3 of the Quarterly Report on Form 10-Q for the period ended March 31, 2017). Subsidiaries of the Company. Consent of Ernst & Young LLP. Certification of Richard D. Fairbank. 219 Capital One Financial Corporation (COF) Exhibit No. Description 31.2* 32.1** 32.2** 101.INS 101.SCH* 101.CAL* 101.DEF* 101.LAB* 101.PRE* 104 __________ Certification of R. Scott Blackley. Certification of Richard D. Fairbank. Certification of R. Scott Blackley. XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. Inline XBRL Taxonomy Extension Schema Document. Inline XBRL Taxonomy Extension Calculation Linkbase Document. Inline XBRL Taxonomy Extension Definition Linkbase Document. Inline XBRL Taxonomy Extension Label Linkbase Document. Inline XBRL Taxonomy Extension Presentation Linkbase Document. The cover page of Capital One Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL (included within the Exhibit 101 attachments). + * ** Represents a management contract or compensatory plan or arrangement. Indicates a document being filed with this Form 10-K. Indicates a document being furnished with this Form 10-K. Information in this Form 10-K furnished herewith shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. Such exhibit shall not be deemed incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934. 220 Capital One Financial Corporation (COF) Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SIGNATURES Date: February 25, 2021 CAPITAL ONE FINANCIAL CORPORATION By: /s/ RICHARD D. FAIRBANK Richard D. Fairbank Chair, Chief Executive Officer and President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated. Signature Title Date /s/ RICHARD D. FAIRBANK Richard D. Fairbank /s/ R. SCOTT BLACKLEY R. Scott Blackley /s/ TIMOTHY P. GOLDEN Timothy P. Golden /s/ APARNA CHENNAPRAGADA Aparna Chennapragada /s/ ANN FRITZ HACKETT Ann Fritz Hackett /s/ PETER THOMAS KILLALEA Peter Thomas Killalea /s/ C.P.A.J. (ELI) LEENAARS C.P.A.J. (Eli) Leenaars /s/ PIERRE E. LEROY Pierre E. Leroy /s/ FRANÇOIS LOCOH-DONOU François Locoh-Donou /s/ PETER E. RASKIND Peter E. Raskind /s/ EILEEN SERRA Eileen Serra Chair, Chief Executive Officer and President February 25, 2021 (Principal Executive Officer) Chief Financial Officer (Principal Financial Officer) Controller (Principal Accounting Officer) Director Director Director Director Director Director Director Director February 25, 2021 February 25, 2021 February 25, 2021 February 25, 2021 February 25, 2021 February 25, 2021 February 25, 2021 February 25, 2021 February 25, 2021 February 25, 2021 221 Capital One Financial Corporation (COF) /s/ MAYO A. SHATTUCK III Mayo A. Shattuck III /s/ BRADFORD H. WARNER Bradford H. Warner /s/ CATHERINE G. WEST Catherine G. West Director Director Director February 25, 2021 February 25, 2021 February 25, 2021 222 Capital One Financial Corporation (COF) Corporate Information Corporate Office 1680 Capital One Drive, McLean, VA 22102 Tel: (703) 720-1000 www.capitalone.com Annual Meeting Thursday, May 6, 2021 10:00 a.m. Eastern Time Virtual meeting conducted exclusively via live webcast at www.virtualshareholdermeeting.com/COF2021 Principal Investor Contacts Jeff Norris Senior Vice President, Finance or Danielle Dietz Managing Vice President, Investor Relations Capital One Financial Corporation 1680 Capital One Drive, McLean, VA 22102 Tel: (703) 720-2455 Common Stock Listed on New York Stock Exchange® Stock Symbol COF Member of S&P 500® Corporate Registrar/Transfer Agent Computershare Trust Company, N.A. P.O. Box 505005, Louisville, KY 40233 Tel: (888) 985-2057 Outside the U.S., Canada, & Puerto Rico Tel: (781) 575-2725 Hearing impaired: (800) 952-9245 Email: shareholder@computershare.com Internet: www.computershare.com By Overnight Courier to: Computershare 462 South 4th Street, Suite 1600, Louisville, KY 40202 Independent Registered Public Accounting Firm Ernst & Young LLP Copies of Form 10-K filed with the Securities and Exchange Commission are available without charge at www.capitalone.com. The most recent certifications by our Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to the Form 10-K. We have also filed with the New York Stock Exchange the most recent Annual CEO Certification as required by Section 303A.12(a) of the New York Stock Exchange Listed Company Manual. ABOUT CAPITAL ONE Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries, which include Capital One, N.A., and Capital One Bank (USA), N.A., had $305.4 billion in deposits and $421.6 billion in total assets as of December 31, 2020. Headquartered in McLean, Virginia, Capital One offers a broad spectrum of financial products and services to consumers, small businesses and commercial clients through a variety of channels. Capital One, N.A. has branches located primarily in New York, Louisiana, Texas, Maryland, Virginia, New Jersey and the District of Columbia. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index. Capital One cautions readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially from those described in the forward-looking statements as a result of various factors including, among other things: the impact of the COVID-19 pandemic and related public health measures on our business, financial condition and results of operations, including the increased estimation and forecast uncertainty as a result of the pandemic on our estimates of lifetime expected credit losses in our loan portfolios required in computing our allowance for credit losses; general economic and business conditions in the U.S., the U.K., Canada or Capital One’s local markets, including conditions affecting employment levels, interest rates, tariffs, collateral values, consumer income, credit worthiness and confidence, spending and savings that may affect consumer bankruptcies, defaults, charge-offs and deposit activity; an increase or decrease in credit losses, including increases due to a worsening of general economic conditions in the credit environment, and the impact of inaccurate estimates or inadequate reserves; compliance with new and existing laws, regulations and regulatory expectations including the implementation of a regulatory reform agenda; Capital One’s ability to manage effectively its capital and liquidity; developments, changes or actions relating to any litigation, governmental investigation or regulatory enforcement action or matter involving Capital One; the inability to sustain revenue and earnings growth; increases or decreases in interest rates and uncertainty with respect to the interest rate environment, including the possibility of a prolonged low-interest rate environment or of negative interest rates; uncertainty regarding, and transition away from, the London Interbank Offering Rate; the amount and rate of deposit growth; changes in deposit costs; Capital One’s ability to execute on its strategic and operational plans; Capital One’s response to competitive pressures; changes in retail distribution strategies and channels, including the emergence of new technologies and product delivery systems; Capital One’s success in integrating acquired businesses and loan portfolios, and Capital One’s ability to realize anticipated benefits from announced transactions and strategic partnerships; the success of Capital One’s marketing efforts in attracting and retaining customers; changes in the reputation of, or expectations regarding, the financial services industry or Capital One with respect to practices, products or financial condition; any significant disruption in Capital One’s operations or in the technology platforms on which Capital One relies, including cybersecurity, business continuity and related operational risks, as well as other security failures or breaches of Capital One’s systems or those of Capital One’s partners, service providers or other third parties; increased costs, reductions in revenue, reputational damage, legal liability and business disruptions that can result from data protection or privacy incidents or the theft, loss or misuse of information, including as a result of a cyber-attack; Capital One’s ability to maintain a compliance and technology infrastructure suitable for the nature of Capital One’s business; Capital One’s ability to develop and adapt to rapid changes in digital technology to address the needs of Capital One’s customers and comply with applicable regulatory standards, including compliance with data protection and privacy standards; the effectiveness of Capital One’s risk management strategies; the extensive use, reliability and accuracy of the models and data Capital One relies on; Capital One’s ability to attract, retain and motivate talented and skilled employees; the impact from, and Capital One’s ability to respond to, natural disasters and other catastrophic events; limitations on Capital One’s ability to receive dividends from its subsidiaries; fraud or misconduct by Capital One’s customers, employees, business partners or third parties; merchants’ increasing focus on the fees charged by credit card networks; and other risk factors identified from time to time in reports that Capital One files with the SEC, including, but not limited to, the Annual Report on Form 10-K for the year ended December 31, 2020. All Capital One trademarks are owned by Capital One Financial Corporation. All third party trademarks in this report are the property of their respective owners. © 2021. 2020 Annual Report C A P I T A L O N E F I N A N C I A L C O R P O R A T I O N 2 0 2 0 A N N U A L R E P O R T Human Rights Campaign Foundation Best Places to Work for LGBTQ Equality Invested $50M in COVID relief and recovery • Real Simple Smart Money Awards Highest in Overall Customer Satisfaction among National Banks, J.D. Power Financed affordable housing units benefiting over 14,000 households • Great Place to Work® Best Workplaces for Parents™ • Fortune 100 Best Companies to Work For G.I. Jobs® Military Friendly ® Employer • Working Mother Best Companies for Multicultural Women • DiversityInc Top 50 Companies for Diversity • Working Mother 100 Best Companies • Fast Company Innovation by Design Honoree Fortune Best Workplaces for Women • Canada’s Best Diversity Employers • National Organization on Disability Leading Disability Employer • Working Mother Best Companies for Dads • Fast Company Best Workplaces for Innovators • ABA Stevie Award Winner for Artificial Intelligence/Machine Learning • Top Companies for Women Technologists, AnitaB.org • Fortune World’s Most Admired Companies 100 Best Adoption-Friendly Workplaces, Dave Thomas Foundation for Adoption Launched 5-year, $200M Impact Initiative to advance socioeconomic mobility Best for Vets: Employers, Military Times • Fortune Best Workplaces for Millennials Points of Light Civic 50 • $1.6B in community development loans and investments Created and produced by Capital One and the following: Design: Elevation Executive Portrait: Vedros & Associates Printing: Allied Printing Services, Inc. Artwork images on page 13: Digital Print: Michael Corris, “Incident on a Page 3: Self-Help” Aerial Sculpture: Tom Currie, “Plastic Paper Airplanes” 1680 Capital One Drive McLean, VA 22102 (703) 720-1000 www.capitalone.com 

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